SHF (SHFS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 13, 2025, to be held virtually, with record date set as February 11, 2025.

• Stockholders will vote on a reverse stock split and potential adjournment to solicit more votes if needed.

• The board recommends voting in favor of both proposals.

• The reverse stock split aims to maintain Nasdaq listing and improve share price and liquidity.

• Forward-looking statements highlight risks, including potential delisting and uncertain market effects.

Voting matters and shareholder proposals

• Proposal One: Approve an amendment to effect a reverse stock split of up to 1-for-20 at the board's discretion.

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

• Both proposals require a majority of votes cast to pass.

• Board recommends a vote 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

• The board has full 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 will remain unchanged post-split, except for rounding of fractional shares.