Material Agreement (Form 8-K)

Item 1.01. Entry into Material Definitive Agreement.

On September 17, 2025 (the "Closing Date"), SHF Holdings, Inc. (the "Company") entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with CREO Investments LLC ("CREO"), which provides that, subject to the terms and conditions set forth therein, the Company may sell to CREO up to the lesser of (i) $150,000,000 of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock) and (ii) until such time, if ever, that stockholder approval is received (as discussed below), 582,899 shares of Common Stock (representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of the Purchase Agreement, but not counting any such sales of such Common Stock to CREO that would not count toward the 19.99% because they are "at market" under applicable trading market rules).

The Company and CREO may mutually agree to increase the Total Purchase Commitment (as defined in the Purchase Agreement) (up to an aggregate of $500,000,000), in which event for every $100,000,000 in increased Total Purchase Commitment (or pro-rata portion thereof), the Company shall issue CREO, within one business day of such increased Total Purchase Commitment being agreed to by the parties, additional CREO Commitment Shares (as defined below) with a value equal to 0.75% of such increased Total Purchase Commitment.

Additionally, on September 17, 2025, the Company and CREO entered into a registration rights agreement (the "CREO Registration Rights Agreement"), pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") covering the resale of Common Stock that may be issued to CREO under the Purchase Agreement.

Upon initial satisfaction of certain conditions contained in the Purchase Agreement, and from time to time thereafter, and on any business day selected by the Company where the closing sale price of the Company's Common Stock is equal to or greater than $1.00, the Company shall have the right, but not the obligation, to direct CREO to purchase shares of Common Stock at the applicable VWAP Purchase Price (as defined below). Such sales of Common Shares by the Company, if any, are subject to certain limitations as set forth in the Purchase Agreement, and may occur from time to time, at the Company's sole discretion, over the period commencing on the date that all of the conditions to the Company's right to commence such sales are satisfied.

Unless earlier terminated as provided therein, the Purchase Agreement will terminate automatically, without any further action or notice by any party, on the earliest to occur of (a) the expiration of the above-referenced registration statement, (b) the date on which CREO shall have purchased the Aggregate Limit (as defined in the Purchase Agreement) pursuant to the Purchase Agreement, (c) the date on which the Common Stock shall have failed to be listed or quoted an eligible trading market, (d) the thirtieth (30th) trading day next following the date on which, pursuant to or within the meaning of any bankruptcy law, the Company commences a voluntary case or any party commences a proceeding against the Company, in each case that is not discharged or dismissed prior to such thirtieth (30th) trading day, (e) the date on which, pursuant to or within the meaning of any bankruptcy law, a custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors and (f) the thirty-six (36) month anniversary of the Closing Date.

For purposes of the Purchase Agreement, the "VWAP Purchase Price" means the purchase price per share of Common Stock to be purchased by CREO that is equal to the lesser of ninety percent (90%) of (a) the lowest sale price of the Common Stock on the applicable VWAP Purchase Date (as defined in the Purchase Agreement) and (b) the volume-weighted average price during the applicable VWAP Purchase Period (as defined in the Purchase Agreement).

As consideration for CREO's commitment to purchase shares of Common Stock pursuant to the Purchase Agreement, the Company agreed to issue to CREO $1.0 million in stated value of a series of a to be designated series of preferred stock with such terms as mutually agreeable between us and CREO, with each such share having a stated value of $1,000 (the "CREO Commitment Shares") following the creation of such CREO Commitment Shares.

Under applicable rules of the Nasdaq Stock Market ("Nasdaq"), in no event may the Company issue or sell to CREO under the Purchase Agreement more than that number of shares of its Common Stock which equals 19.99% of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the "Exchange Cap"), unless the Company first obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq listing rules.