[Form 3] SharonAI Holdings Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

SharonAI Holdings Inc. Head of Corporate Development Nicholas Hughes‑Jones has filed an initial ownership report detailing equity interests in the company. The filing lists multiple tranches of restricted stock units (RSUs), each representing a right to receive one share of SHAZ Class A Ordinary Common Stock.

Some RSUs are already fully vested, while others vest only if SharonAI completes exchange or sale transactions, exceeds a $100 million valuation, reaches specified GPU, revenue or investor relations milestones, or achieves a 25% total shareholder return in 2026. Additional RSUs depend on completing certain debt financings and successfully listing securities on both Nasdaq and the Australian Stock Exchange.

The report also shows indirect holdings through related entities, including a Convertible Note convertible into Chess Depositary Interests or Class A shares, 1,160,472 Class A Ordinary shares and 45,447 Class B Super voting shares held via affiliated trusts and companies, plus smaller Class A holdings of 2,536 shares.

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^*

HUGHES-JONES NICHOLAS JEREMY

(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)
	Head of Corporate Development

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	1,160,472	I	By Inbocalupo Pty Ltd ATF Inbocalupo Trust
Class A Ordinary Common Stock	2,536	I	By Defender Capital Pty Ltd
Class B Super Common Stock	45,447	I	By Inbocalupo 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	02/06/2028	(8)	Class A Ordinary Common Stock	58,476	(1)	D
Restricted Stock Units	02/06/2028	(9)	Class A Ordinary Common Stock	7,981	(1)	D
Restricted Stock Units	(10)	(10)	Class A Ordinary Common Stock	11,173	(1)	D
Restricted Stock Units	(11)	(11)	Class A Ordinary Common Stock	6,385	(1)	D
Restricted Stock Units	(12)	(12)	Class A Ordinary Common Stock	3,192	(1)	D
Restricted Stock Units	(13)	(13)	Class A Ordinary Common Stock	3,192	(1)	D
Convertible Note	(14)	(14)	Class A Ordinary Common Stock	831,250	(14)	I	By Inbocalupo Pty Ltd ATF Inbocalupo Trust

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 investor relations milestones. The restricted stock units have no expiration date.

8. The restricted stock units have no expiration date.

9. The restricted stock units have no expiration date.

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

11. The restricted stock units will vest upon completion of certain debt financings prior to December 31, 2026. The restricted stock units have no expiration date.

12. The restricted stock units will vest upon the Company successfully listing its securities on the Nasdaq Stock Market and the Australian Stock Exchange. The restricted stock units have no expiration date.

13. The restricted stock units will vest on December 31, 2026 upon achievement of certain performance criteria in relation to the closing of company agreements. The restricted stock units have no expiration date.

14. 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 Nicholas Hughes-Jones	02/18/2026
	** Signature of Reporting Person	Date
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