SHF (SHFS) Proxy filing summary

Executive summary

• Non-binding term sheet signed Oct. 26, 2026, for Opifex to merge into a newly formed subsidiary; combined entity would retain a Nasdaq listing under a new name.

• Proposed structure would maintain distinct creator-economy and cannabis-fintech businesses; existing financial services would continue without interruption.

• Parties intend to negotiate definitive agreements and close before Apr. 19, 2027; the term sheet is non-binding except for customary provisions including exclusivity and confidentiality.

Voting matters and shareholder proposals

• Stockholder approval is required for the proposed transaction; a Form S-4 registration statement with a proxy statement/prospectus may be filed, followed by mailing after effectiveness.

• Proposed stockholder approvals include a reverse stock split if needed for Nasdaq's minimum bid-price requirement and a 10% equity incentive plan reserve.

Board of directors and corporate governance

• Proposed five-member board: Greg Newman as chair, one additional Opifex designee, two independent Opifex designees subject to committee approval, and one existing director.

• Opifex would designate the combined entity's officers.

• Independent board members approved entry into the term sheet.