Sec Form 5 Filing - Beuerlein Tyler @ 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 Beuerlein Tyler 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 Business Develop 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 116,666 ( 2 ) A $ 0 350,000 ( 1 ) D Class A Common Stock 12/31/2023 M V 19,600 ( 2 ) A $ 0 369,600 ( 1 ) D Class A Common Stock 12/31/2023 F V 6,203 D $ 1.42 363,397 ( 1 ) D

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 ( 3 ) 01/10/2023 A V 58,800 ( 4 ) ( 4 ) Class A Common Stock 58,800 $ 0 58,800 D Restricted Stock Units ( 3 ) 12/31/2023 M V 19,600 ( 4 ) ( 4 ) Class A Common Stock 19,600 $ 0 39,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Beuerlein Tyler C/O SHF HOLDINGS, INC. 1526 COLE BLVD, SUITE 250 GOLDEN, CO80401 Chief Business Develop Officer Signatures /s/ Tyler Beuerlein 12/27/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes incentive stock options to purchase 233,334 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 the remaining options shall vest on October 4, 2024. The Reporting Person is subject to a lockup agreement with the Issuer regarding the shares underlying these incentive stock options. ( 2 )The reported transaction involved the Reporting Person's receipt of 116,667 restricted stock units under the Issuer's 2022 Equity Incentive Plan, all of which vested immediately upon issuance. ( 3 )The restricted stock units issued to the Reporting Person convert into shares of Class A Common Stock on a one-for-one basis. ( 4 )On January 10, 2023, the Reporting Person was granted 58,800 restricted stock 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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