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.

Principal Accounting Officer

On September 24, 2025, SHF Holdings, Inc. (the "Company") appointed Douglas Beck as the Company's Principal Accounting Officer.

Mr. Beck, age 64, will continue to serve as the Company's Senior Vice President of Finance, Controller, a position that he has held since May 2025. Prior to his appointment as the Company's Senior Vice President of Finance, Controller, Mr. Beck served as the Chief Financial Officer of AiAdvertising, Inc. from November 2024 to April 2025 and the Chief Financial Officer of ShiftPixy, Inc. from January 2023 to March 2024. Mr. Beck also served as a consultant to Beyond Air Inc. from September 2021 to December 2022 and as its Chief Financial Officer from November 2018 to August 2021. He received a Bachelor of Science in Accounting from Fairleigh Dickinson University, and is also a licensed Certified Public Accountant.

There are no arrangements or understandings between Mr. Beck and any other person pursuant to which Mr. Beck was appointed as an officer of the Company. There are no family relationships between Mr. Beck and any director or executive officer of the Company, and Mr. Beck does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

There is no change to Mr. Beck's annual base salary of $175,000 or any other compensation as a result of this appointment. All equity awards will be subject to the terms of the Company's Amended and Restated - 2022 Equity Incentive Plan (as amended from time to time), the Company's standard award agreements, and the Company's clawback policies, as applicable.

Chief Investment & Strategy Officer

On September 24, 2025, the Company appointed Michael Regan as the Company's Chief Investment & Strategy Officer.

Chief Marketing Officer

On September 24, 2025, the Company appointed Jeffrey Kay as the Company's Chief Marketing Officer.

Board Size

On September 24, 2025, the board of directors (the "Board") of the Company approved a decrease in the size of the Board from seven to five members.