SharonAI (SHAZ) director discloses 39,904 restricted stock units

Rhea-AI Filing Summary

SharonAI Holdings Inc. director Kelton Alexander Andrew filed an initial ownership report showing he directly holds restricted stock units representing 39,904 shares of SHAZ Class A Ordinary Common Stock. Each unit converts into one share, with one-third vesting on each of February 6, 2027, 2028 and 2029. The restricted stock units have no expiration date, indicating they remain outstanding until vested and settled or otherwise addressed under the award terms.

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^*

Kelton Alexander Andrew

(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)

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

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	(1)	(1)	Class A Ordinary Common Stock	39,904	(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. One-third (1/3) of the shares underlying the restricted stock units will vest on each of February 6, 2027, 2028 and 2029. The restricted stock units have no expiration date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Timothy Broadfoot, by power of attorney from Alexander Andrew Kelton	02/23/2026
	** 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.
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FAQ

What does the SharonAI (SHAZ) Form 3 filing disclose for Kelton Alexander Andrew?

The Form 3 shows director Kelton Alexander Andrew holds restricted stock units representing 39,904 shares of SHAZ Class A Ordinary Common Stock. It establishes his initial beneficial ownership position in equity-based compensation tied to future vesting milestones.

How many SharonAI (SHAZ) restricted stock units does the director report owning?

Kelton Alexander Andrew reports direct ownership of restricted stock units covering 39,904 shares of SHAZ Class A Ordinary Common Stock. Each unit represents a contingent right to receive one share if and when the vesting conditions are satisfied.

What is the vesting schedule for the SharonAI (SHAZ) director’s restricted stock units?

The restricted stock units vest in three equal installments. One-third of the underlying shares vest on February 6, 2027, one-third on February 6, 2028, and the final third on February 6, 2029, subject to the award’s conditions.

What does each SharonAI (SHAZ) restricted stock unit represent in this Form 3?

Each restricted stock unit represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock. Settlement occurs as units vest, aligning the director’s potential share ownership with the company’s long-term performance and service requirements.

Do the SharonAI (SHAZ) restricted stock units reported have an expiration date?

The filing states the restricted stock units have no expiration date. They remain outstanding until they vest and are settled in shares, or are otherwise forfeited or adjusted under the terms of the applicable equity award agreement.