SHF Holdings, Inc. 8-K

What Happened
SHF Holdings, Inc. announced on Feb 9, 2026 (filing accession 0001493152-26-005705) that it entered into a Second Amended and Restated Commercial Alliance Agreement with Partner Colorado Credit Union (PCCU), effective as of Oct 1, 2025 and executed on Feb 4, 2026. The agreement extends the prior commercial alliance through Dec 31, 2031, with automatic two‑year renewals unless either party gives at least 12 months’ notice of non‑renewal. The company also furnished a press release about the agreement.

Key Details

• Term extension: Agreement extended through Dec 31, 2031, with automatic two‑year renewals unless timely non‑renewal notice is given.
• Interest and loss allocation: SHF will receive up to 65% of net interest income on covered loans and will indemnify 65% of defined Default‑Related Losses; PCCU covers the remaining 35%. SHF may adjust its indemnity allocation (and corresponding interest split up to 65%) to meet Nasdaq listing requirements upon notice to PCCU.
• Servicing fees: Replaces a flat 1.0% asset hosting fee with a sliding scale of 0.50% (for average daily deposit balances < $25M) up to 1.25% (for balances > $125M).
• Escrowed software: SHF must deposit source code and technical docs for its proprietary software into escrow. If SHF defaults under the agreement or enters bankruptcy, the escrowed software can be released to PCCU, which would receive a nonexclusive, royalty‑free license to use, maintain, modify, and create derivative works to operate equivalent services.

Why It Matters
This amendment formalizes SHF’s ongoing commercial relationship with PCCU and clarifies how interest income and default losses will be shared—potentially increasing SHF’s reported loan interest revenue up to 65% but also assigning SHF 65% of default losses (or a different indemnity mix if adjusted for Nasdaq compliance). The escrow provision protects PCCU’s ability to continue account and loan services if SHF defaults or becomes insolvent, which could have operational and competitive implications for SHF. Investors should note the changes to fee structure, revenue share, indemnity exposure, and the Nasdaq‑compliance adjustment mechanism when assessing future revenue and risk.