SHF Holdings amends retention plan, removes directors from incentive eligibility
GOLDEN, Colo., Aug. 19. SHF Holdings, Inc. adopted an amended and restated employee retention plan on August 14, 2026, removing directors from eligibility for incentive payments and narrowing the conditions under which those payments can be triggered, according to a Form 8-K filed by the Golden, Colorado company with the Securities and Exchange Commission. The filing covers changes to compensatory arrangements for key employees of SHF Holdings and its subsidiaries.
Key takeaways
- SHF Holdings adopted an amended and restated employee retention plan on August 14, 2026, that removes directors from eligibility for incentive payments.
- The board canceled each director's original retention agreement ab initio, replacing the July 29, 2026 original plan and its individual retention agreements.
- Under the amended plan, eligible employees may receive a payment equal to a percentage of base salary upon a Change in Control, or a base-salary increase during a period of Insolvency, both conditioned on signing a general release of claims.
- A CEO determination of Insolvency now requires board approval, and the Change in Control definition was narrowed by removing a reference to a shareholder-approved liquidation of substantially all the company's net assets.
- The changes were disclosed in a Form 8-K filed with the SEC, signed by Terrance E. Mendez, who serves as both CEO and CFO of the Golden, Colorado company.
GOLDEN, Colo., Aug. 19. SHF Holdings, Inc. adopted an amended and restated employee retention plan on August 14, 2026, removing directors from eligibility for incentive payments and narrowing the conditions under which those payments can be triggered, according to a Form 8-K filed by the Golden, Colorado company with the Securities and Exchange Commission. The filing covers changes to compensatory arrangements for key employees of SHF Holdings and its subsidiaries.
The board of directors approved an original retention plan on July 29, 2026, covering key employees and directors alike. On August 14, the board replaced it with an amended and restated plan and a revised form of individual retention agreement. As part of the revision, the board canceled, ab initio, each director's original retention agreement.
Under the amended plan, eligible employees may receive a payment equal to a designated percentage of their base salary in the event of a Change in Control. During a period of Insolvency, they would receive an increase to base salary instead. Both payments are conditioned on the employee executing a general release of claims against the company and its successors and assigns in a form satisfactory to the company.
Two definitions in the plan were altered. A determination of Insolvency by the chief executive officer must now receive board approval before it takes effect. The Change in Control definition was narrowed by removing a reference to a shareholder-approved liquidation of substantially all the company's net assets. The plan will not compensate participants if shareholders vote to liquidate SHF Holdings.
The company, incorporated in Delaware, operates from 1526 Cole Blvd., Suite 250, in Golden, Colorado, and qualifies as an emerging growth company under SEC rules. The 8-K was signed by Terrance E. Mendez, who holds both the chief executive officer and chief financial officer titles.
Redeemable warrants for SHF Holdings trade on the Nasdaq under the symbol SHFSW, each exercisable for one share of Class A common stock at an exercise price of $230.00 per share, the filing shows.