Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Mendez Terrance Elliot 2. Issuer Name and Ticker or Trading Symbol SHF Holdings, Inc. [SHFS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Director, CEO and CFO (Last) (First) (Middle) 1526 COLE BLVD,, SUITE 250 3. Date of Earliest Transaction (Month/Day/Year) 09/30/2025 (Street) GOLDEN, CO 80401 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$2.4

09/30/2025(1)(2)

A

91,751

09/30/2025

08/07/2035

Common Stock

91,751

$ 0

91,751

D

Series B Convertible Preferred Stock

$7.7644

09/30/2025(1)(3)

P

125

09/30/2025

(4)

Common Stock

16,100

$800

125

D

Series B Warrant to Purchase Common Stock (Right to Buy)

$7.7644

09/30/2025(1)(3)

P

8,050

05/11/2026

05/10/2029

Common Stock

8,050

$ 0

8,050

D

Series B Convertible Preferred Stock

$7.7644

12/10/2025(1)

J(5)

1

09/30/2025

(4)

Common Stock

15,972

$800

124

D

Series B Convertible Preferred Stock

$7.7644

12/31/2025(1)

J(6)

1

09/30/2025

(4)

Common Stock

15,844

$800

123

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Mendez Terrance Elliot 1526 COLE BLVD, SUITE 250 GOLDEN, CO 80401	X		Director, CEO and CFO

Signatures

/s/ Terrance Mendez		05/08/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This transaction is being reported late due to an inadvertent administrative oversight.
(2)	The Reporting Person received the stock option award on August 7, 2025. The stock option would vest 100% upon SHF Holdings, Inc.'s (the "Issuer") successful completion of an equity financing that resulted in gross proceeds to the Issuer of at least $4 million (the "Financing Vesting Condition"). The Financing Vesting Condition was satisfied on September 30, 2025 and the stock option vested 100% on that date.
(3)	On September 30, 2025, the Reporting Person entered into a Securities Purchase Agreement with the Issuer, pursuant to which the Issuer issued and sold to the Reporting Person 125 shares of the Issuer's Series B Convertible Preferred Stock (the "Series B Preferred Stock") and common stock purchase warrants (the "Series B Warrants") to initially acquire up to 8,050 shares of the Issuer's common stock on the same terms and conditions as the other participants in the transaction. The Reporting Person's acquisition of the Series B Preferred Stock and the Series B Warrants was subject to shareholder approval, which was obtained on November 6, 2025.
(4)	The Series B Preferred Stock is perpetual and therefore has no expiration date.
(5)	On December 10, 2025, the Issuer redeemed one share of the Reporting Person's Series B Preferred Stock in accordance with the terms of the Series B Preferred Stock's Certificate of Designation.
(6)	On December 31, 2025, the Issuer redeemed one share of the Reporting Person's Series B Preferred Stock in accordance with the terms of the Series B Preferred Stock's Certificate of Designation.

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