SharonAI (SHAZ) taps new COO on A$550k pay package
Rhea-AI Filing Summary
SharonAI Holdings Inc. (SHAZ) announced that its Board appointed David Burns, age 60, as Chief Operating Officer effective September 7, 2026, under an Employment Agreement with subsidiary SharonAI Pty Ltd, guaranteed by the parent company. Current COO and co‑founder Andrew Leece will transition to a dedicated role as Head of Strategic Partnerships and Co‑founder, focusing on key customer, data centre and strategic relationships.
Under the agreement, Burns receives an annual base salary of AUD$550,000 (approximately US$395,000 at an AUD/US$0.7185 exchange rate), plus eligibility for annual short‑term and long‑term incentive awards of up to 150% of base salary each. The contract is of indefinite term with a six‑month probationary period, standard notice and termination provisions, and customary confidentiality, IP and non‑compete clauses. The company also furnished a press release describing the leadership changes and positioning them to support SharonAI’s next phase of growth and AI infrastructure delivery.
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FAQ
What leadership change did SharonAI Holdings Inc. (SHAZ) announce on August 27, 2026?
What is the compensation package for new COO David Burns at SHAZ?
When does David Burns’ Employment Agreement with SharonAI begin and how long is it?
What prior experience does David Burns bring to his role as COO of SHAZ?
How will co‑founder Andrew Leece’s role change at SharonAI Holdings Inc. (SHAZ)?
What termination and benefit provisions apply under David Burns’ Employment Agreement with SHAZ?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
The information contained below in Item 5.02 related to the Employment Agreement (as defined below) is hereby incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On August 27, 2026, SharonAI Holdings Inc. (the “Company”) announced that its Board of Directors (the “Board”) appointed David Burns, age 60, as Chief Operating Officer of the Company, effective as of September 7, 2026 (the “Effective Date”). Mr. Burns will succeed Andrew Leece, who is transitioning into the role of Head of Strategic Partnerships in order to provide founder-level sponsorship across the Company’s most important customer, data center and strategic relationships.
In connection with his appointment, on August 26, 2026, Mr. Burns entered into an employment agreement with the Company’s subsidiary, SharonAI Pty Ltd, and the Company as a guarantor of the agreement, pursuant to which Mr. Burns will serve as Chief Operating Officer of the Company (the “Employment Agreement”) commencing September 7, 2026. Pursuant to the Employment Agreement, Mr. Burns will receive (i) an annual base salary of AUD$550,000 (which is the USD equivalent of approximately US$395,000 based on an exchange rate of AUD/US $0.7185), which may be increased from time to time at the discretion of the Company, (ii) eligibility to receive an annual short-term incentive award of up to 150% of his base salary, payable in cash and/or restricted stock units, at the discretion of the Company, and (iii) eligibility to receive an annual long-term incentive award of up to 150% of his base salary, issuable in restricted stock units, at the discretion of the Company.
Mr. Burns will also be entitled to vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time. The Employment Agreement is for an indefinite term, subject to an initial probationary period of six months. Either party may terminate the Employment Agreement by providing three months’ written notice (or, in the case of the Company, payment in lieu of such notice). The Company may also terminate the Employment Agreement immediately without notice for cause, including for serious misconduct, material breach or other grounds specified therein. During the probationary period, either party may terminate the Employment Agreement by providing one week’s written notice (or, in the case of the Company, payment of one week’s wages in lieu of notice). Upon the termination of Mr. Burns’s employment, Mr. Burns will be entitled to receive accrued but unpaid salary, superannuation contributions and any accrued but unused annual leave entitlements, in each case less applicable tax withholdings. The Employment Agreement also contains customary provisions relating to confidentiality, intellectual property assignment, post-termination restraints and non-compete obligations.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Prior to joining the Company, since 2024 Mr. Burns served as Principal of David Burns Advisory & Thinkingcubed, where he advised enterprise clients and private equity firms on acquisitions, organizational transformation, leadership and strategic customer priorities, and served as an active investor in Humanico, a workforce-intelligence software business. From 2020 to 2024, Mr. Burns served as Group Executive, Telstra Enterprise at Telstra Corporation Limited (“Telstra”), a telecommunications company, where he led Telstra’s Australian B2B business and international portfolio. From 2018 to 2020, Mr. Burns served as Group Executive, Global Business Services at Telstra, where he founded and led Telstra’s Global Business Services function as part of the company’s T22 transformation. From 2017 to 2018, Mr. Burns served as Group Managing Director, Global Services & International at Telstra, where he led Telstra’s Global Services and International businesses. From 2012 to 2017, Mr. Burns held senior leadership roles at Telstra, including establishing and leading Telstra’s Network Applications and Services business and serving as Acting Group Executive, Enterprise & International Business. Prior to Telstra, from 1990 to 2012, Mr. Burns held senior leadership roles over more than 20 years with International Business Machines Corporation (“IBM”) across Australia, the United States, Japan and the United Kingdom, including as General Manager of Global Technology Services for IBM UK & Ireland, Managing Director of the IBM Telstra account, and General Manager of Global Technology Services for Australia and New Zealand.
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There are no family relationships between Mr. Burns and any of our directors or executive officers. Except as set forth herein, there is no arrangement or understanding between Mr. Burns and any other persons pursuant to which Mr. Burns was appointed Chief Operating Officer of the Company. There are no related party transactions involving Mr. Burns that are reportable under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On August 27, 2026, the Company issued a press release announcing the appointment of Mr. Burns as the Company’s Chief Operating Officer. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Employment Agreement, dated August 26, 2026, by and among SharonAI Pty Ltd, SharonAI Holdings Inc. and David Burns | |
| 99.1 | Press Release dated August 27, 2026 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company cautions that statements in this report and its exhibits that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s reports and filings made with the SEC. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHARONAI HOLDINGS INC. | ||
| By: | /s/ James Manning | |
| Name: | James Manning | |
| Title: | Chief Executive Officer | |
| Date: August 27, 2026 | ||
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Exhibit 99.1
Press release
Sharon AI Expands Executive Leadership Team to Support Next Phase of Growth and Delivery
New York, 27th August 2026 – SharonAI Holdings Inc. (NASDAQ: SHAZ) (“Sharon AI” or the “Company”), a leading Australian Neocloud and trusted AI infrastructure partner, today announced an expansion of its executive leadership team to support the Company’s next phase of disciplined growth and delivery.
The expanded structure establishes dedicated executive accountability across Sharon AI’s company-wide operations and AI infrastructure delivery as the Company scales its multi-site, multi-country AI Factory platform.
As part of the leadership expansion:
| ● | David Burns has been appointed Chief Operating Officer, with responsibility for the end-to-end delivery and operation of Sharon AI’s expanding AI infrastructure estate. | |
| ● | Andrew Leece, Sharon AI’s current Chief Operating Officer and Co-founder, will move into the dedicated role of Head of Strategic Partnerships and Co-founder, providing founder-level sponsorship across the Company’s most important customer, data centre and strategic relationships. |
The leadership changes reflect the increasing scale and complexity of Sharon AI’s operations. Responsibilities previously held within broader roles are being assigned to specialist executives, establishing clear accountability while retaining the experience and institutional knowledge of the leaders who have built the business.
“As Sharon AI grows, we are building the specialist leadership capability required to deliver with discipline and at scale,” said James Manning, Chief Executive Officer and Co-founder of Sharon AI.
“These appointments establish clear accountability across operational delivery, infrastructure capacity and strategic partnerships. They strengthen our ability to convert customer commitments and contracted capacity into live AI infrastructure while continuing to build trusted, long-term relationships across our partner ecosystem.
“Andrew has played a central role in building Sharon AI’s operating capability and advancing our AI Factory deployments. As Co-founder, his knowledge of our business, customers and partner ecosystem is invaluable. His new mandate will enable him to focus on the founder-level relationships that are critical to Sharon AI’s long-term success.”
Strengthening operational delivery
As Chief Operating Officer, David Burns will lead the end-to-end delivery and operation of Sharon AI’s multi-site, multi-country AI infrastructure estate.
The role will bring together program management, procurement, the consolidated customer order book and partner-delivered services, with accountability for accelerating the journey from customer order to live operational capacity.
David brings more than 35 years of experience leading and transforming technology, telecommunications and services businesses across Australia, the United States, Europe and Asia. He has held senior executive roles at Telstra and IBM, with responsibility spanning P&L leadership, customer delivery, managed services, infrastructure, transformation and major acquisitions.
Most recently, David served as Group Executive, Telstra Enterprise, where he led the company’s Australian B2B and international portfolio. As COO at Sharon AI, he will lead operational strategy and execution, helping the company scale its AI infrastructure platform with a strong focus on delivery, customer outcomes and financial performance.
David Burns said “AI is moving at a pace unlike any technology shift I’ve experienced in my career, and the opportunity ahead for Sharon AI is significant. What excites me is the challenge of turning that opportunity into execution - building the operational capability, partnerships and discipline needed to deliver for customers at scale.
“Sharon AI has an ambitious strategy and a strong position in a rapidly evolving market. I’m looking forward to working alongside the team to translate that ambition into outcomes for our customers, partners and shareholders.”
Dedicated founder-level strategic partnerships
In his new role as Head of Strategic Partnerships and Co-founder, Andrew Leece will provide executive sponsorship and long-term continuity across Sharon AI’s priority customer, data centre and strategic relationships.
The dedicated mandate separates long-term relationship stewardship from day-to-day commercial negotiations and operational delivery, enabling Andrew to focus his experience and founder perspective on partnerships that are central to Sharon AI’s growth.
“Sharon AI has reached a point where the scale of our customer commitments, infrastructure pipeline and partner ecosystem requires more specialised leadership,” said Andrew Leece, Co-founder of Sharon AI.
“I am proud of the operating capability we have built and the progress we are making across our AI Factory platform. My new role will allow me to focus on strengthening the strategic relationships that underpin our capacity, delivery and long-term growth, while supporting the expanded leadership team as we move into this next phase.”
The appointments and leadership changes will take effect from 7th September 2026.
ENDS
About Sharon AI
Sharon AI (NASDAQ: SHAZ) is a leading Australian Neocloud delivering trusted sovereign AI infrastructure. Through its AI Factory platform and world-class ecosystem of technology and co-location partners, Sharon AI expands access to the scalable capabilities organizations need to build, train and run AI, from model training through to inference. Serving customers globally, Sharon AI helps organizations move faster from AI potential to measurable value. For more information, visit www.sharonai.com.
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Disclosure Information
Sharon AI primarily uses its Investor Relations page (https://sharonai.com/investors/) to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. The Company also notes that, at times, it discloses material non-public information through other communication mediums including, but not limited to, its X account (sharon__ai) and/or LinkedIn account (sharon-AI), press releases, and regulatory filings with the SEC, or through conference calls, webcasts, and investor days, etc. that the company may hold.
Forward-Looking Statements
This press release may contain, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are not historical facts, and which are not assurances of future performance. Forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. In some cases, you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “strategy,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar expressions or references to future periods. Examples of such forward-looking statements include but are not limited to express or implied statements regarding Sharon AI’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding:
| ● | Service and product offerings; |
| ● | The deployment of assets and expansion of network procurement; |
| ● | Sharon AI’s ability to engage with additional potential customers; |
| ● | Expansion of Sharon AI’s data center footprint and capacity; and |
| ● | The strengthening of Sharon AI’s partner network. |
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. You are cautioned that such statements are not guarantees of future performance and that actual results or developments may differ materially from those set forth in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements include, among others, all of the risks described in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K filed with the SEC and other reports subsequently filed with the SEC. Additional assumptions, risks and uncertainties are described in detail in our registration statements, reports and other filings with the SEC, which are available at www.sec.gov.
The forward-looking statements and other information contained in this press release are made as of the date hereof and Sharon AI does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.