SharonAI (SHAZ) CFO details RSU incentives and indirect share stakes

Rhea-AI Filing Summary

SharonAI Holdings Inc. filed an initial ownership report for its Chief Financial Officer, Timothy George Broadfoot. The Form 3 shows he holds various restricted stock units (RSUs) that each represent a contingent right to receive one share of SHAZ Class A Ordinary Common Stock.

Some RSUs are fully vested with no expiration date, while others vest only if the company meets specific performance or event milestones. These include a valuation above $100 million, revenue and corporate governance milestones, achieving certain GPU deployment levels, timely filing of SEC reports for fiscal year 2026, completion of debt financings before December 31, 2026, successful dual listings on Nasdaq and the Australian Stock Exchange, and full receipt of funds from the sale of TCDC. The filing also notes indirect ownership of Class A Ordinary Common Stock through Broadfoot Group Pty Ltd ATF The Broadfoot Family Trust and DSS AI Pty Ltd.

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^*

Broadfoot Timothy George

(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 Financial 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)
Class A Ordinary Common Stock	4,463	I	BY BROADFOOT GROUP PTY LTD ATF THE BROADFOOT FAMILY TRUST
Class A Ordinary Common Stock	84,912	I	BY DSS AI 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	(13)	(13)	Class A Ordinary Common Stock	39,363	(1)	D
Restricted Stock Units	02/06/2028	(14)	Class A Ordinary Common Stock	7,981	(1)	D
Restricted Stock Units	(15)	(15)	Class A Ordinary Common Stock	11,173	(1)	D
Restricted Stock Units	(16)	(16)	Class A Ordinary Common Stock	6,385	(1)	D
Restricted Stock Units	(17)	(17)	Class A Ordinary Common Stock	3,192	(1)	D
Restricted Stock Units	(18)	(18)	Class A Ordinary Common Stock	3,192	(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 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 timely filing of certain SEC reports in 2026. The restricted stock units have no expiration date.

13. The restricted stock units will vest upon full receipt of funds in relation to the sale of TCDC. The restricted stock units have no expiration date.

14. The restricted stock units have no expiration date.

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

16. The restricted stock units will vest on March 31, 2027 upon timely filing of SEC reports for fiscal year 2026, subject to no material deficiencies being reported by the auditor by March 31, 2027.

17. The restricted stock units will vest upon achieving dual listings on the Nasdaq Stock Market and Australian Stock Exchange. The restricted stock units have no expiration date.

18. 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.

	/s/ Timothy Broadfoot	02/17/2026
	** 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 SharonAI Holdings (SHAZ) Form 3 disclose about CFO Timothy Broadfoot?

The Form 3 shows CFO Timothy Broadfoot’s initial ownership in SharonAI Holdings, mainly through restricted stock units tied to performance milestones and indirect holdings of Class A Ordinary Common Stock via Broadfoot Group Pty Ltd and DSS AI Pty Ltd.

How are Timothy Broadfoot’s RSUs at SharonAI Holdings (SHAZ) structured?

Each restricted stock unit represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock. Some units are fully vested with no expiration date, while others vest only if specific valuation, revenue, governance, GPU, listing, financing, or reporting milestones are achieved.

Which performance milestones affect RSU vesting for SharonAI Holdings (SHAZ) CFO?

Unvested RSUs may vest upon SharonAI achieving a valuation above $100 million, reaching certain revenue levels, meeting governance milestones, expanding GPUs in service, and attaining total shareholder return based on a 25% share price gain in 2026, among other specified conditions.

What listing and financing goals are tied to SharonAI (SHAZ) RSU vesting?

Some RSUs will vest only if SharonAI achieves dual listings on the Nasdaq Stock Market and Australian Stock Exchange, and upon completion of certain debt financings prior to December 31, 2026. These conditions link executive equity incentives to capital markets and funding objectives.

How do SEC reporting and audit outcomes affect SharonAI (SHAZ) RSU vesting?

Certain RSUs vest upon timely filing of SEC reports for fiscal year 2026, subject to no material deficiencies reported by the auditor by March 31, 2027. Additional units vest upon timely filing of other specified SEC reports in 2026, reinforcing compliance-focused incentives.

What indirect shareholdings are reported for SharonAI (SHAZ) CFO Timothy Broadfoot?

The Form 3 reports indirect ownership of SharonAI Class A Ordinary Common Stock through Broadfoot Group Pty Ltd ATF The Broadfoot Family Trust and through DSS AI Pty Ltd. These entities hold the shares, reflecting Broadfoot’s beneficial but indirect interest under SEC reporting rules.