SHF (SHFS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for November 6, 2025, to be held virtually, with record date set as October 14, 2025.

• Stockholders will vote on six key proposals, including amendments to the Certificate of Incorporation, stock issuances, management participation, a reverse stock split, and potential adjournment.

• Board recommends voting "FOR" all proposals and emphasizes the importance of stockholder participation.

• Forward-looking statements highlight risks related to stock price, liquidity, and compliance with Nasdaq listing standards.

Voting matters and shareholder proposals

• Proposals include: increasing authorized common stock to 1 billion shares, issuing shares upon conversion of Series B Preferred Stock and exercise of warrants, issuing shares to CREO Investments, management participation in offerings, a reverse stock split (2-for-1 to 12-for-1), and adjournment if needed.

• Each proposal requires a majority vote, with specific rules for broker non-votes and abstentions.

• Stockholders can vote online, by phone, mail, or during the virtual meeting; proxies default to Board recommendations if no instructions are given.

• Stockholder proposals for the 2026 annual meeting must be submitted by January 27, 2026, with detailed requirements for inclusion.

Board of directors and corporate governance

• Board consists of five directors divided into three classes with staggered terms expiring in 2026, 2027, and 2028.

• Directors are elected by plurality voting; no cumulative voting rights.

• No director or executive officer has a substantial interest in the proposals except for management participation in certain offerings.