SharonAI (SHAZ) CTO lists performance-based RSU awards and milestones

Rhea-AI Filing Summary

SharonAI Holdings Inc. Chief Technology Officer Mons Daniel Bernard filed an initial ownership report showing multiple holdings of restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock.

The RSUs vest only if specific conditions are met, including exchange or sale transactions, milestones for the number of GPUs in service, and revenue targets. Other awards depend on personal performance criteria, broader performance measures, SOC 2 and ISO 27001 certifications before late 2026, and corporate governance milestones.

Some RSUs are already fully vested, while others vest on December 31, 2026 if total shareholder return reaches 25% in 2026 or if service uptime and platform functionality goals are achieved. The footnotes state that these RSUs have no expiration date.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mons Daniel Bernard

(Last) (First) (Middle)

C/O SHARONAI HOLDINGS, INC.

745 FIFTH AVENUE, SUITE 500

(Street)

NEW YORK NY 10151

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/17/2026

3. Issuer Name and Ticker or Trading Symbol
SharonAI Holdings Inc. [ SHAZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	(2)	Class A Ordinary Common Stock	1,137	(1)	D
Restricted Stock Units	(3)	(3)	Class A Ordinary Common Stock	909	(1)	D
Restricted Stock Units	(4)	(4)	Class A Ordinary Common Stock	909	(1)	D
Restricted Stock Units	(5)	(5)	Class A Ordinary Common Stock	1,591	(1)	D
Restricted Stock Units	02/06/2027	(6)	Class A Ordinary Common Stock	10,964	(1)	D
Restricted Stock Units	(7)	(7)	Class A Ordinary Common Stock	15,350	(1)	D
Restricted Stock Units	(8)	(8)	Class A Ordinary Common Stock	8,771	(1)	D
Restricted Stock Units	(9)	(9)	Class A Ordinary Common Stock	4,386	(1)	D
Restricted Stock Units	(10)	(10)	Class A Ordinary Common Stock	4,386	(1)	D
Restricted Stock Units	02/06/2028	(11)	Class A Ordinary Common Stock	3,991	(1)	D
Restricted Stock Units	(12)	(12)	Class A Ordinary Common Stock	5,587	(1)	D
Restricted Stock Units	(13)	(13)	Class A Ordinary Common Stock	3,192	(1)	D
Restricted Stock Units	(14)	(14)	Class A Ordinary Common Stock	1,596	(1)	D
Restricted Stock Units	(15)	(15)	Class A Ordinary Common Stock	1,596	(1)	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock.

2. The restricted stock units will vest upon certain exchange or sale transactions. The restricted stock units have no expiration date.

3. The restricted stock units will vest upon the Company achieving certain milestones with regard to the number of GPUs in service. The restricted stock units have no expiration date.

4. The restricted stock units will vest upon the Company achieving certain revenue milestones. The restricted stock units have no expiration date.

5. The restricted stock units will vest upon the achievement of certain personal performance criteria. The restricted stock units have no expiration date.

6. The restricted stock units have no expiration date.

7. The restricted stock units are fully vested. The restricted stock units have no expiration date.

8. The restricted stock units will vest upon the achievement of certain performance criteria prior to December 2026. The restricted stock units have no expiration date.

9. The restricted stock units will vest upon SOC 2 certification prior to December 2026. The restricted stock units have no expiration date.

10. The restricted stock units will vest if, prior to December 2026, certain corporate governance related milestones are achieved.

11. The restricted stock units have no expiration date.

12. The restricted stock units will vest on December 31, 2026 upon achieving total shareholder return based on share price of 25% in 2026.

13. The restricted stock units will vest on December 31, 2026 upon the achievement of certain performance criteria relating to service uptime targets in 2026.

14. The restricted stock units will vest on December 31, 2026 upon the achievement of certain performance criteria relating to platform functionality in 2026.

15. The restricted stock units will vest upon ISO 27001 certification prior to December 31, 2026. The restricted stock units have no expiration date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Timothy Broadfoot, by power of attorney from Daniel Mons	02/18/2026
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does Mons Daniel Bernard report on his Form 3 for SHAZ?

Mons Daniel Bernard reports holdings of several restricted stock unit (RSU) awards in SharonAI Holdings Inc. Each RSU represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock, subject to various performance, transaction, and governance-based vesting conditions detailed in the footnotes.

What does each restricted stock unit represent for SharonAI (SHAZ)?

Each restricted stock unit represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock. The RSUs do not automatically convert; they vest only when specific conditions are satisfied, such as performance milestones, certifications, governance achievements, or transaction-related events described in the filing footnotes.

What performance milestones affect RSU vesting for SharonAI’s CTO?

The RSUs vest based on multiple performance milestones, including revenue targets, the number of GPUs in service, personal performance criteria, service uptime targets, and platform functionality goals. Some awards also require achieving total shareholder return of 25% in 2026 or meeting broader performance criteria by December 31, 2026.

How do certifications influence RSU vesting at SharonAI (SHAZ)?

Certain RSU awards vest only if SharonAI achieves SOC 2 certification and ISO 27001 certification before specified dates in 2026. These certifications are tied directly to vesting conditions, meaning the RSUs become deliverable shares only if the company successfully attains those security and compliance benchmarks on time.

Are any of Mons Daniel Bernard’s RSUs already vested at SharonAI?

Yes, one set of restricted stock units is described as fully vested, with no expiration date. Other RSU awards remain unvested and depend on achieving company milestones, personal performance targets, certifications, or specific shareholder return and operational goals outlined for the 2026 period.

Do SharonAI (SHAZ) restricted stock units held by the CTO expire?

The footnotes state that the restricted stock units have no expiration date. This means the awards do not lapse solely due to time, but vesting still requires meeting the detailed conditions such as financial milestones, operational targets, governance achievements, or certification objectives specified for the different RSU grants.