SHF Holdings Announces Retention Agreements and Director/Officer Pay Changes

What Happened

• SHF Holdings, Inc. filed an 8-K reporting that on August 5, 2026 it entered into retention agreements with each board member and key executives under a Retention Plan approved July 29, 2026.
• Named executives include Terrance Mendez (Chief Executive Officer and Chief Financial Officer), Jeffrey Kay (Chief Marketing Officer), and Michael Regan (Chief Operating Officer). The company also announced that Douglas Beck will delay his previously disclosed resignation as Principal Accounting Officer/SVP Finance, Controller until after the company’s Form 10-Q for the quarter ended June 30, 2026 (expected on or before August 14, 2026).
• The company issued a press release dated August 5, 2026 announcing the conclusion (on July 31, 2026) of a previously announced voluntary reduction in the conversion price of its Series B Preferred Stock and in the exercise price of certain common stock purchase warrants.

Key Details

• Directors: Change-in-control bonus equal to 100% of each director’s annual board fees; annual board fees increase by 40% during a period defined as “Insolvency.”
• Terrance Mendez: Change-in-control bonus of $500,000; base salary increases to $700,000 during Insolvency.
• Jeffrey Kay: Change-in-control bonus of $250,000; base salary increases to $350,000 during Insolvency.
• Michael Regan: Change-in-control bonus of $200,000; base salary increases to $280,000 during Insolvency.
• Douglas Beck: Agreed to delay resignation; effective after filing the June 30, 2026 Form 10-Q (expected ≤ Aug 14, 2026).
• Press release (Exhibit 99.1) confirms the July 31, 2026 conclusion of the voluntary reductions to Series B conversion price and certain warrant exercise prices.

Why It Matters

• These retention agreements commit cash and higher pay under specified circumstances (change in control or Insolvency), which can affect corporate costs and governance outcomes tied to potential M&A or financial distress scenarios.
• Investors should note the specific dollar amounts for executive change-in-control bonuses and the temporary salary increases tied to Insolvency, as well as the delayed resignation of the company’s principal accounting officer pending the next Form 10-Q.
• The press release about concluding the Series B preferred/warrant price reductions may affect capitalization and potential dilution; review the company’s prior announcements and the attached press release for full context.