Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on July 29, 2026, the board of directors (the "Board") of SHF Holdings, Inc. (the "Company") approved a retention plan for key employees and directors of the Company and its subsidiaries (the "Original Retention Plan") as well as a retention agreement to be used for retention grants (a "Retention Incentive") under the Original Retention Plan (the "Original Retention Agreement"). On August 14, 2026, the Board adopted an amended and restated Retention Plan (the "A&R Retention Plan") as well as an amended and restated version of the Original Retention Agreement (the "A&R Retention Agreement" and, together with the A&R Retention Plan, the "A&R Retention Plan Documents").

Under the terms of the A&R Retention Plan Documents, directors are ineligible for Retention Incentives.

Under the A&R Retention Plan, a determination of Insolvency (as defined in the A&R Retention Plan) by the Chief Executive Officer must be approved by the Board.

Further, the definition of a "Change in Control" was also amended to remove a reference to a shareholder-approved liquidation of substantially all the net assets of the Company. As such, the A&R Retention Plan will not compensate a participant in the event of a shareholder-approved liquidation.

The Board canceled, ab initio, each director's Original Retention Agreement.

Pursuant to the A&R Retention Plan, eligible employees may receive a Retention Incentive that, subject to certain conditions, entitles the recipient to a payment equal to a designated percentage of such employee's base salary in the event of a Change in Control (as defined in the A&R Retention Plan) and an increase to such employee's base salary during a period of Insolvency. The payment of a Retention Incentive will be conditioned upon the employee's execution, delivery and non-revocation of a valid and enforceable general release of claims against the Company and its successors and assigns in form and substance satisfactory to the Company.

The foregoing summaries of the A&R Retention Plan and the A&R Retention Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the A&R Retention Plan and the A&R Retention Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 hereto, respectively.