Sec Form 5 Filing - Seefried Sundie @ SHF Holdings, Inc. - 2023-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Seefried Sundie 2. Issuer Name and Ticker or Trading Symbol SHF Holdings, Inc. [ SHFS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O SHF HOLDINGS, INC., 1526 COLE BLVD, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2023 (Street) GOLDEN, CO80401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 05/09/2023 A V 183,333 ( 2 ) A $ 0 549,999 ( 1 ) D Class A Common Stock 07/12/2023 P V 970,000 ( 3 ) A $ 0.5 1,519,999 ( 1 ) D Class A Common Stock 12/01/2023 P V 2,239 ( 4 ) A $ 0.75 ( 5 ) 1,522,238 ( 1 ) ( 4 ) D Class A Common Stock 12/04/2023 P V 26,342 ( 6 ) A $ 0.79 ( 6 ) ( 7 ) 1,548,580 ( 1 ) ( 6 ) D Class A Common Stock 12/05/2023 P V 21,900 ( 8 ) A $ 0.88 ( 9 ) 1,570,480 ( 1 ) ( 8 ) D Class A Common Stock 12/07/2023 P V 27,100 A $ 0.96 ( 10 ) 1,597,580 ( 1 ) D Class A Common Stock 12/08/2023 P V 3,700 A $ 0.99 ( 11 ) 1,601,280 ( 1 ) ( 12 ) D Class A Common Stock 12/11/2023 P V 5,200 A $ 0.94 ( 13 ) 1,606,480 ( 1 ) ( 14 ) D Class A Common Stock 12/14/2023 P V 24,700 A $ 0.93 ( 15 ) ( 16 ) 1,631,180 ( 1 ) ( 16 ) D Class A Common Stock 12/31/2023 M V 22,900 A 1,654,080 ( 1 ) D Class A Common Stock 12/31/2023 F V 7,900 D $ 1.42 1,646,180 ( 1 ) D Class A Common Stock 19,500 I By spouse ( 18 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 17 ) 01/10/2023 A V 68,700 ( 19 ) ( 19 ) Class A Common Stock 68,700 $ 0 68,700 D Restricted Stock Units ( 17 ) 12/31/2023 M V 22,900 ( 19 ) ( 19 ) Class A Common Stock 22,900 $ 0 45,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Seefried Sundie C/O SHF HOLDINGS, INC. 1526 COLE BLVD, SUITE 250 GOLDEN, CO80401 Chief Executive Officer Signatures /s/ Sundie Seefried 12/17/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes incentive stock options to purchase 366,666 shares of the Issuer's Class A Common Stock, which options expire ten years from October 4, 2022 (the grant date of such options) and have an exercise price per share equal to $6.67. 33% of the options vested on October 4, 2022, 33% of the options vested on October 4, 2023, and 33% of the options vested on October 4, 2024. ( 2 )The reported transaction involved the Reporting Person's receipt of 183,333 restricted stock units under the Issuer's 2022 Equity Incentive Plan, all of which vested immediately upon issuance. ( 3 )Represents 970,000 shares of the Issuer's Class A Common Stock issued to the Reporting Person as a bonus in connection with the Issuer's successful consummation of its business combination with Northern Lights Acquisition Corp., under the terms of that certain amendment and restatement of the Reporting Person's employment agreement with Partner Colorado Credit Union, a Colorado corporation, which bonus amount was inadvertently misreported as 930,700 shares of the Issuer's Class A Common Stock in the Schedule 14A filed by the Issuer on June 10, 2022 in connection with such business combination. ( 4 )The Reporting Person's original Form 4 relating to this transaction, filed on December 5, 2023 misreported the amount of shares purchased by the Reporting Person in open market transactions on December 1, 2023. As a result of this administrative error, the number of shares beneficially owned by the Reporting Person following the transaction reflects a decrease in the number of shares previously reported as beneficially owned by the Reporting Person by 10,000 shares. ( 5 )The Reporting Person executed a trade order through a broker-dealer which resulted in multiple same day, same way open market purchases, with prices ranging from $0.7491 to $0.75 per share. The Reporting Person has reported these purchases on an aggregate basis using the weighted average price for the transactions. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. ( 6 )The Reporting Person's original Form 4 relating to this transaction, filed on December 5, 2023 misreported the amount of shares and average price of shares purchased by the Reporting Person in open market transactions on December 4, 2023. As a result of this administrative error, the number of shares beneficially owned by the Reporting Person following the transaction reflects an increase in the number of shares previously reported as beneficially owned by the Reporting Person by 16,842 shares, and a decrease in the price of the shares previously reported of $0.08. ( 7 )The Reporting Person executed a trade order through a broker-dealer which resulted in multiple same day, same way open market purchases, with prices ranging from $0.745 to $0.83 per share. The Reporting Person has reported these purchases on an aggregate basis using the weighted average price for the transactions. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. ( 8 )The Reporting Person's original Form 4 relating to this transaction, filed on December 7, 2023 misreported the amount of shares purchased by the Reporting Person in open market transactions on December 5, 2023. As a result of this administrative error, the number of shares beneficially owned by the Reporting Person following the transaction reflects an increase in the number of shares previously reported as beneficially owned by the Reporting Person by 1,900 shares. ( 9 )The Reporting Person executed a trade order through a broker-dealer which resulted in multiple same day, same way open market purchases, with prices ranging from $0.85 to $0.90 per share. The Reporting Person has reported these purchases on an aggregate basis using the weighted average price for the transactions. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. ( 10 )The Reporting Person executed a trade order through a broker-dealer which resulted in multiple same day, same way open market purchases, with prices ranging from $0.94 to $0.97 per share. The Reporting Person has reported these purchases on an aggregate basis using the weighted average price for the transactions. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. ( 11 )The Reporting Person executed a trade order through a broker-dealer which resulted in multiple same day, same way open market purchases, with prices ranging from $0.9905 to $1.00 per share. The Reporting Person has reported these purchases on an aggregate basis using the weighted average price for the transactions. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. ( 12 )The Reporting Person's original Form 4 relating to this transaction, filed on December 12, 2023 misreported the number of shares beneficially owned by the Reporting Person following the transaction, and this Form 5 reflects an increase in the number of shares previously reported as beneficially owned by the Reporting Person by 35,842 shares. ( 13 )The Reporting Person executed a trade order through a broker-dealer which resulted in multiple same day, same way open market purchases, with prices ranging from $0.9399 to $1.00 per share. The Reporting Person has reported these purchases on an aggregate basis using the weighted average price for the transactions. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. ( 14 )The Reporting Person's original Form 4 relating to this transaction, filed on December 12, 2023 misreported the number of shares beneficially owned by the Reporting Person following the transaction, and this Form 5 reflects an increase in the number of shares previously reported as beneficially owned by the Reporting Person by 35,842 shares. ( 15 )The Reporting Person executed a trade order through a broker-dealer which resulted in multiple same day, same way open market purchases, with prices ranging from $0.96 to $1.00 per share. The Reporting Person has reported these purchases on an aggregate basis using the weighted average price for the transactions. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. ( 16 )The Reporting Person's original Form 4 relating to this transaction, filed on December 18, 2023 misreported the number of shares beneficially owned by the Reporting Person following the transaction, and this Form 5 reflects an increase in the number of shares previously reported as beneficially owned by the Reporting Person by 35,842 shares. ( 17 )The restricted stock units issued to the Reporting Person convert into shares of Class A Common Stock on a one-for-one basis. ( 18 )Shares owned by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. ( 19 )On January 10, 2023, the Reporting Person was granted 68,700 restricted stick units under the Issuer's 2022 Equity Incentive Plan, which vest in three equal, annual installments beginning on December 31, 2023.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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