SHF (SHFS) Proxy filing summary

Executive summary

• Q3 2026 revenue rose 6.5% YoY to $1.95 million; operating loss narrowed 17.7% to $1.00 million, while net loss was $979,000.

• A nonbinding Opifex term sheet proposes a combined public holding company; closing, ownership terms, and continued Nasdaq listing remain subject to approvals and other conditions.

Voting matters and shareholder proposals

• Completion of the Opifex transaction requires stockholder approval; proposed matters include a reverse split and an increase in authorized shares.

• A Form S-4 with a proxy statement/prospectus is expected if filed and declared effective; definitive materials will be mailed before the stockholder vote.

• Opifex security holders would own ~85% of the combined company; legacy stakeholders would hold ~15%, adjustable within 12.5%–17.5% based on a fairness opinion.

Board of directors and corporate governance

• Terrance Mendez serves as CEO, CFO, and director; the board approved the 1-for-12 reverse-split ratio on September 16, 2026, after stockholders approved the split in November 2025.

• The proposed combination could bring a different business focus, name, board, and management; Opifex would be the accounting acquirer under the contemplated reverse acquisition.