SHF (SHFS) Proxy Filing summary

Executive summary

• Special meeting scheduled for March 13, 2025, to vote on a reverse stock split and potential adjournment to solicit more votes if needed.

• Reverse stock split proposed at a ratio of up to 1-for-20, at the board's discretion, to help maintain Nasdaq listing and improve share price.

• Board unanimously recommends approval of both proposals and highlights the importance of maintaining Nasdaq compliance.

• Forward-looking statements caution about risks, including potential failure to increase share price or maintain liquidity.

Voting matters and shareholder proposals

• Proposal One: Approve amendment to effect a reverse stock split of Class A common stock at a ratio not more than 1-for-20.

• Proposal Two: Approve adjournment of the meeting to solicit additional votes if necessary.

• Board recommends voting FOR both proposals.

• Stockholder proposals for the 2025 Annual Meeting must be submitted 90–120 days before the meeting.

Board of directors and corporate governance

• Board has discretion to implement or abandon the reverse stock split within one year of approval.

• No officer or director has a substantial interest in the reverse stock split beyond that of other stockholders.

• Voting rights and percentage ownership remain unchanged post-split, except for rounding of fractional shares.