SharonAI (SHAZ) COO details RSU awards and indirect note stakes

Rhea-AI Filing Summary

SharonAI Holdings Inc. COO Leece Andrew filed an initial Form 3 detailing direct and indirect holdings in the company. Direct interests consist of various tranches of restricted stock units, each tied to specific performance or event-based vesting conditions, such as a company valuation above $100 million, revenue milestones, GPU deployment targets, corporate governance milestones, total shareholder return of 25% in 2026, and capital expenditure deployment and cost targets.

Some RSU grants are already fully vested and all referenced RSUs carry no expiration date. Indirect interests include Convertible Notes and Class A and Class B shares held through entities such as Strat Capital Pty Ltd ATF Alpha Juliett Trust, Strat Capital Pty Ltd ATF AJ Digital Trust, Strat Cap No.1 Pty Ltd, and by family. The Convertible Notes are convertible into Chess Depositary Interests upon an Australian Stock Exchange listing, or into Class A Ordinary Common Stock if the company lists on Nasdaq instead within specified deadlines.

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^*

Leece 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)

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

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)
Class A Ordinary Common Stock	165,852	I	By Strat Capital Pty Ltd ATF AJ Digital Trust
Class A Ordinary Common Stock	1,233,504	I	By Strat Capital Pty Ltd ATF Alpha Juliett Trust
Class B Super Common Stock	45,447	I	By Strat Cap No.1 Pty Ltd.

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	14,657	(1)	D
Restricted Stock Units	(3)	(3)	Class A Ordinary Common Stock	19,542	(1)	D
Restricted Stock Units	(4)	(4)	Class A Ordinary Common Stock	14,657	(1)	D
Restricted Stock Units	(5)	(5)	Class A Ordinary Common Stock	9,771	(1)	D
Restricted Stock Units	(6)	(6)	Class A Ordinary Common Stock	19,542	(1)	D
Restricted Stock Units	(7)	(7)	Class A Ordinary Common Stock	19,542	(1)	D
Restricted Stock Units	02/06/2027	(8)	Class A Ordinary Common Stock	14,619	(1)	D
Restricted Stock Units	(9)	(9)	Class A Ordinary Common Stock	20,467	(1)	D
Restricted Stock Units	(10)	(10)	Class A Ordinary Common Stock	11,695	(1)	D
Restricted Stock Units	(11)	(11)	Class A Ordinary Common Stock	5,848	(1)	D
Restricted Stock Units	(12)	(12)	Class A Ordinary Common Stock	5,848	(1)	D
Restricted Stock Units	02/06/2028	(13)	Class A Ordinary Common Stock	7,981	(1)	D
Restricted Stock Units	(14)	(14)	Class A Ordinary Common Stock	11,173	(1)	D
Restricted Stock Units	(15)	(15)	Class A Ordinary Common Stock	6,385	(1)	D
Restricted Stock Units	(16)	(16)	Class A Ordinary Common Stock	3,192	(1)	D
Restricted Stock Units	(17)	(17)	Class A Ordinary Common Stock	3,192	(1)	D
Convertible Note	(18)	(18)	Class A Ordinary Common Stock	166,250	(18)	I	By Strat Capital Pty Ltd ATF Alpha Juliett Trust
Convertible Note	(18)	(18)	Class A Ordinary Common Stock	6,650	(18)	I	By family

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

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

4. The restricted stock units will vest upon the Company achieving a valuation in excess of $100 million. The restricted stock units have no expiration date.

5. 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.

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

7. The restricted stock units will vest upon the Company achieving certain corporate governance milestones. The restricted stock units have no expiration date.

8. The restricted stock units have no expiration date.

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

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

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

12. The restricted stock units will vest upon successful termination of certain agreements without penalty before December 2026. The restricted stock units have no expiration date.

13. The restricted stock units have no expiration date.

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

15. The restricted stock units will vest on December 31, 2026 upon achieving timely deployment of 90% of budgeted capital expenditures.

16. The restricted stock units will vest on December 31, 2026 upon achieving target expenditure levels. The restricted stock units have no expiration date.

17. The restricted stock units will vest on December 31, 2026 upon achievement of certain revenue milestones in 2026 . The restricted stock units have no expiration date.

18. The Convertible Note is convertible at the option of the holder into the Company's Chess Depositary Interests upon successful listing on the Australian Stock Exchange, or into shares of the Company's Class A Ordinary Common Stock upon the Company being listed for trading on the Nasdaq Stock Market and no subsequent listing on the Australian Stock Exchange prior to certain deadlines.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Timothy Broadfoot, by power of attorney from Andrew Leece	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 SharonAI Holdings (SHAZ) COO Leece Andrew report in this Form 3?

Leece Andrew reports his initial insider holdings in SharonAI Holdings, including multiple tranches of restricted stock units and indirect positions in Class A and Class B shares, plus convertible notes held through trusts and family-related entities.

How are the SharonAI (SHAZ) COO’s restricted stock units structured?

The COO’s restricted stock units each represent a right to one Class A share and vest on specific conditions, including valuation above $100 million, revenue milestones, GPU deployment targets, governance milestones, and performance goals measured through 2026, with no expiration date on the units.

Which performance goals affect SharonAI (SHAZ) COO’s RSU vesting?

RSU vesting depends on several goals: achieving a company valuation over $100 million, reaching revenue and GPU milestones, meeting corporate governance milestones, hitting a 25% 2026 total shareholder return, and deploying 90% of budgeted capital expenditures while maintaining target expenditure levels by December 31, 2026.

What indirect holdings in SharonAI (SHAZ) does the COO report?

Indirect holdings include Class A and Class B shares and convertible notes held via Strat Capital Pty Ltd ATF Alpha Juliett Trust, Strat Capital Pty Ltd ATF AJ Digital Trust, Strat Cap No.1 Pty Ltd, and family, showing exposure through multiple related entities rather than only direct personal ownership.

How can the SharonAI (SHAZ) convertible notes reported by the COO be converted?

The reported convertible notes can convert into SharonAI Chess Depositary Interests if the company lists on the Australian Stock Exchange, or into Class A Ordinary Common Stock if it lists on Nasdaq first and does not subsequently list on the Australian market before specified deadlines.

Do SharonAI (SHAZ) COO’s restricted stock units have an expiration date?

The restricted stock units disclosed for the COO have no expiration date. Some tranches are already fully vested, while others remain subject to performance-based milestones and specified 2026 achievement dates for vesting conditions tied to shareholder return, revenue, and capital deployment.