Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into Material Definitive Agreement.

As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 2, 2025 (the "Prior Report"), on August 27, 2025, SHF Holdings Inc. (the "Company") closed an offering of Convertible Promissory Notes (the "Notes") that were issued to certain accredited investors with a maturity date of August 2026, a 20% original issue discount and an aggregate principal sum of $562,500.

On September 9, 2025, the Company issued an additional Note to an accredited investor (the "Investor") in the principal sum of $125,000 (the "September Note"). The September Note is identical to the Notes disclosed in the Prior Report.

The foregoing description of the Notes is qualified in its entirety by reference to the text of the Notes. The form of the September Note is attached as Exhibit 10.1 to the Prior Report and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02.

The September Note was offered and sold to the Investor in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act.