SHF Holdings, Inc. filed a Form 8-K on October 30, 2026, disclosing the unregistered issuance of 60,570,250 shares of Class A Common Stock upon the conversion of Series B Convertible Preferred Stock between October 24 and October 30, 2026.

Key Highlights

  • Shares issued: 60,570,250 shares of Class A Common Stock were issued from October 24, 2026 through October 30, 2026.
  • Preferred stock converted: 7,329 shares of Series B Convertible Preferred Stock were converted in the transactions.
  • Conversion price: Shares were issued at a conversion price of $0.1210 per share.
  • No additional consideration: The company reported it received no additional consideration in connection with the conversions.
  • Shares outstanding: As of October 30, 2026, the company had 85,512,985 shares of Common Stock issued and outstanding.
  • Exemption claimed: The issuances were exempt from Securities Act registration requirements in reliance on Section 3(a)(9).

SHF Holdings Converts Series B Preferred Stock, Expanding Common Share Count Significantly

According to the filing, SHF Holdings, Inc. (NASDAQ:SHFS) reported that between October 24, 2026 and October 30, 2026, it issued a total of 60,570,250 shares of Class A Common Stock, par value $0.0001 per share, upon the conversion of 7,329 shares of its Series B Convertible Preferred Stock. The conversions were made in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock. The conversion price was $0.1210 per share, and the company disclosed it received no additional consideration in connection with the transactions.

The filing noted that the Series B Preferred Stock was originally issued pursuant to a Securities Purchase Agreement entered into on September 30, 2025. On October 26, 2026, the company disclosed it had 24,942,735 shares of Common Stock issued and outstanding as of October 23, 2026. The aggregate number of shares issued to Series B Preferred Stock holders in unregistered transactions since October 23, 2026 exceeded five percent (5%) of total Common Stock then issued and outstanding, which triggered the Item 3.02 disclosure obligation, according to the filing.

The company stated that the issuances were exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended, and that "no commission or other remuneration was paid or given, directly or indirectly, for soliciting the exchanges." As of October 30, 2026, following the conversions, SHF Holdings reported 85,512,985 shares of Common Stock issued and outstanding. The filing was signed by Terrance E. Mendez, Chief Executive Officer and Chief Financial Officer.

What Was Disclosed

SHF Holdings disclosed unregistered issuances of 60,570,250 shares of Class A Common Stock at $0.1210 per share through the conversion of 7,329 Series B Preferred Stock shares from October 24 to October 30, 2026, bringing total shares outstanding to 85,512,985.