Item 1.01. Entry into Material Definitive Agreement.

Securities Purchase Agreement

On September 30, 2025, SHF Holdings, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with the investors party thereto (the "Buyers"), pursuant to which, subject to the terms and conditions set forth therein, the Company agreed to issue and sell to the Buyers an aggregate of 31,052 shares of the Company's Series B Convertible Preferred Stock, $0.0001 par value per share (the "Series B Preferred Stock") and related warrants (the "Warrants") initially to acquire an aggregate of 1,999,544 shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events. The exercise price per warrant share is $7.7644, subject to adjustment as provided therein. Subject to the terms of the Warrant, each Warrant is exercisable at any time on or after the six month and one day anniversary of such Warrant's issuance (the "Initial Exercisability Date"). The Warrants expire upon the third anniversary of such Initial Exercisability Date. Subject to the terms and conditions of the Certificate of Designation (as defined below), the Series B Preferred Stock is convertible immediately upon issuance, and the conversion price is $7.7644 per share, subject to adjustment as provided therein. The aggregate purchase price paid by the Buyers to the Company pursuant to the Purchase Agreement was approximately $28.8 million, resulting in approximately $6.3 million in additional cash to the Company. This purchase price includes certain Buyers that paid for the securities acquired pursuant to the Purchase Agreement, in whole or in part, by (i) cancelling outstanding Indebtedness (as defined in the Purchase Agreement) or securities of the Company, (ii) cancelling amounts owed to such Buyer by the Company, and/or (iii) transferring assets, including third-party securities, to the Company. Certain members of the Company's management and board participated in the transaction as Buyers, however the issuance to such members of management of the shares of Class A Common Stock underlying the Series B Preferred Stock and Warrants is subject to stockholder approval under Nasdaq Listing Rule 5635(c). The Company received net proceeds of approximately $6.1 million in connection with the transactions contemplated by the Purchase Agreement. The Company issued the applicable number of Series B Preferred Stock and Warrants to each Buyer on September 30, 2025 (the "Closing Date").

Reference is made to the discussion of the Series B Preferred Stock and summary of the Certificate of Designation in Item 5.03 of this Current Report on Form 8-K, which is incorporated into this Item 1.01 by reference.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Registration Rights Agreements

In connection with the execution of the Purchase Agreement, the Company entered into a Registration Rights Agreement with each Buyer on the Closing Date (the "Registration Rights Agreements"). Pursuant to the Registration Rights Agreements, the Company agreed, among other things, to file a registration statement on Form S-1 with the Securities and Exchange Commission (the "SEC") as soon as practicable, but in no event later than October 29, 2025, to register the Class A Common Stock underlying the Series B Preferred Stock and the Warrants for resale by the Buyers.

The Company will use its good faith commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable after such registration statement is filed. The ongoing government shutdown, and the potential effects thereof, may affect the length of time before such registration statement is declared effective.

The foregoing summary of the Registration Rights Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Debt Cancellation Agreement

On September 30, 2025, the Company entered into a Debt Cancellation Agreement (the "Debt Cancellation Agreement") with Partner Colorado Credit Union ("PCCU"). As previously disclosed, the Company and PCCU entered into a Senior Secured Promissory Note and Security Agreement (the "Loan Agreements") on March 29, 2023 whereby PCCU agreed to make loans to the Company in the aggregate principal amount of $14.5 million. Pursuant to the terms of the Debt Cancellation Agreement, the outstanding principal amount of all loans made to the Company under the Loan Agreements, or approximately $10.7 million, was deemed repaid and the obligations of the Company represented thereby with respect to such principal amount was deemed to be satisfied in full and cancelled in exchange for 13,436 shares of Company's Series B Preferred Stock and a Warrant to purchase 865,200 shares of Class A Common Stock, subject to adjustment as provided in the Warrant.

The foregoing summary of the Debt Cancellation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Debt Cancellation Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Exchange and Cancellation Agreements

On September 30, 2025, the Company entered into Exchange and Cancellation Agreements (each, an "Exchange and Cancellation Agreement") with each of Verdun Investments LLC ("Verdun"), Vellar Opportunity Fund SPV LLC - Series 1 ("Vellar"), and Midtown East Management NL ,LLC ("Midtown" and, together with Verdun and Vellar, the "Sellers"). As previously disclosed, on June 16, 2022 the Company and Midtown entered into a Forward Purchase Agreement (the "FPA"), which was subsequently assigned by Midtown to each of Vellar and Verdun. Pursuant to the terms of the Exchange and Cancellation Agreement, the Company issued a certain number of shares of Series B Preferred Stock and Warrants to the Sellers in exchange for each Seller agreeing to irrevocably cancel, waive and forego all of its rights under the FPA and to terminate the FPA. The Company issued (i) 1,607 shares of Series B Preferred Stock and a Warrant to purchase 103,485 shares of Class A Common Stock to Verdun, (ii) 2,070 shares of Series B Preferred Stock and a Warrant to purchase 133,301 shares of Class A Common Stock to Midtown, and (iii) 1,325 shares of Series B Preferred Stock and a Warrant to purchase 85,325 shares of Class A Common Stock to Vellar. The number of shares of Class A Common Stock purchasable under the Warrants is subject to adjustment as provided therein.

The foregoing summaries of the Exchange and Cancellation Agreements do not purport to be complete and are qualified in its entirety by reference to the full text of the Form of Exchange and Cancellation Agreement, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Convertible Note Exchange

As previously disclosed, on August 27, 2025 and September 9, 2025 the Company issued Convertible Promissory Notes (the "Notes") to certain accredited investors with an aggregate principal sum of $687,500. On September 30, 2025, these Notes were exchanged for an aggregate of 825 shares of Series B Preferred Stock and Warrants to purchase an aggregate of 53,127 shares of Class A Common Stock, subject to adjustment as provided in the Warrant. As of the date of this Current Report on Form 8-K, the Company has no outstanding convertible debt.

Amendment No. 1 to Common Stock Purchase Agreement

As previously disclosed, the Company and CREO Investments LLC ("CREO") entered into a Common Stock Purchase Agreement (the "CSPA") on September 17, 2025. In connection with the Purchase Agreement, the Company and CREO entered into an amendment to the CSPA (the "CSPA Amendment") on September 30, 2025 whereby the Company agreed to apply 25% of the net cash proceeds from the sale of shares of its Class A Common Stock pursuant to the CSPA towards the redemption of the Series B Convertible Preferred Stock.

The foregoing summaries of the CSPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the CSPA Amendment, a copy of which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference.