Director at SharonAI (SHAZ) granted 10,973 restricted stock units

Rhea-AI Filing Summary

Adams Benjamin Carlton reported acquisition or exercise transactions in this Form 4 filing.

SharonAI Holdings Inc. director Adams Benjamin Carlton was granted 10,973 restricted stock units on February 23, 2026. Each RSU represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock or the cash equivalent of that share.

The RSUs will vest on the first anniversary of the grant date, aligning the director’s compensation with future company performance. Following this award, Carlton holds 10,973 RSUs directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Adams Benjamin Carlton

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	10,973	$0.00	--

Holdings After Transaction: Restricted Stock Units — 10,973 shares (Direct)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock and/or the cash equivalent of such share. The restricted stock units will vest on the first anniversary of the date of grant.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Adams Benjamin Carlton

(Last) (First) (Middle)

C/O SHARONAI HOLDINGS, INC.

745 FIFTH AVENUE, SUITE 500

(Street)

NEW YORK NY 10151

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/23/2026		A		10,973		(2)	(2)	Class A Ordinary Common Stock	10,973	$0	10,973	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock and/or the cash equivalent of such share.

2. The restricted stock units will vest on the first anniversary of the date of grant.

	/s/ Timothy Broadfoot, as account administrator for Benjamin Carlton Adams	03/10/2026
	** 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 4 (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 insider transaction did SharonAI (SHAZ) report for Adams Benjamin Carlton?

SharonAI reported that director Adams Benjamin Carlton received a grant of 10,973 restricted stock units. These RSUs were awarded on February 23, 2026, as equity-based compensation and are held directly in his name, subject to future vesting conditions tied to time.

How many restricted stock units did the SharonAI (SHAZ) director receive?

Adams Benjamin Carlton received 10,973 restricted stock units from SharonAI Holdings Inc. This entire amount was acquired in a single grant and represents his total RSU holdings following the transaction, reflecting equity compensation rather than an open-market purchase of existing shares.

When do the newly granted SharonAI (SHAZ) RSUs vest for the director?

The restricted stock units granted to Adams Benjamin Carlton will vest on the first anniversary of the grant date. This means the full 10,973 RSUs are scheduled to vest one year after February 23, 2026, subject to any applicable service or employment conditions.

What does each SharonAI (SHAZ) restricted stock unit represent in this Form 4?

Each restricted stock unit represents a contingent right to receive one share of SharonAI Class A Ordinary Common Stock or the cash equivalent of that share. Actual delivery of stock or cash occurs after the RSUs vest according to the one-year vesting schedule disclosed.

Is the SharonAI (SHAZ) director’s RSU grant a purchase or a compensation award?

The Form 4 characterizes the 10,973-unit transaction as a grant, award, or other acquisition of derivative securities. The RSUs were issued at a price of $0.0000 per unit, indicating equity compensation rather than a cash-funded market purchase of company shares.