Carleton Richard 4

What Happened
Carleton Richard, a director of SHF Holdings, acquired 13 shares of the company's Series B Convertible Preferred Stock on Sept. 30, 2025 at $800.00 per share (total cash paid $10,400) and received common‑stock purchase warrants that can initially acquire up to 837 common shares (warrants were issued at $0 as part of the package). The issuer later redeemed one preferred share on Dec. 10, 2025 and another on Dec. 31, 2025 (each at $800), reducing his preferred holding.

Key Details

• Primary acquisition date: Sept. 30, 2025 — 13 Series B preferred @ $800.00 each = $10,400 (reported as derivative acquisition). Also issued: Series B warrants to acquire up to 837 common shares (0 purchase price reported as part of the transaction).
• Subsequent dispositions: Dec. 10, 2025 — 1 Series B preferred redeemed @ $800; Dec. 31, 2025 — 1 Series B preferred redeemed @ $800.
• Shares owned after these reported transactions (based on the filing activity): 11 Series B preferred shares remaining (13 acquired − 2 redeemed) and warrants to acquire up to 837 common shares.
• Footnotes of note: F1 — filing was reported late due to an administrative oversight; F2 — the Sept. 30 acquisition was subject to shareholder approval, which was obtained on Nov. 6, 2025; F3 — Series B preferred is perpetual; F4/F5 — redemptions were effected per the Certificate of Designation.
• Timeliness: Filing indicates a late report (period ended 2025-09-30; Form 4 filed 2026-05-08).

Context
These were derivative securities transactions (preferred stock and warrants), not a straight open‑market common stock purchase. The warrants give the holder the right to acquire common shares later under specified terms. The two December entries were issuer redemptions of preferred shares per the security’s terms (reducing the director’s preferred holdings). The late filing is noted by the filer and may reflect administrative delay; it does not change the substance of the transactions.