SharonAI Holdings (SHAZ) issues shares to executive for expense payment

Rhea-AI Filing Summary

SharonAI Holdings Inc. reported a Form 4 transaction for executive Nicholas Jeremy Hughes‑Jones involving an "other" type of non-market movement in Class A Ordinary Common Stock. An entity associated with him, Inbocalupo Pty Ltd ATF Inbocalupo Trust, received 90,893 shares issued in lieu of cash reimbursement of expenses, according to the footnote. Following this transaction, the trust’s indirect holdings increased to 1,251,365 shares of SharonAI common stock. The filing reflects compensation in stock rather than cash, not an open‑market purchase or sale.

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
Estimated average burden
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^*

HUGHES-JONES NICHOLAS JEREMY

(Last) (First) (Middle)

C/O SHARONAI HOLDINGS, INC.

745 FIFTH AVENUE, SUITE 500

(Street)

NEW YORK NEW YORK 10151

(City) (State) (Zip)

UNITED STATES

(Country)

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

5. 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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Class A Ordinary Common Stock	03/23/2026		J(1)		90,893	A	$0(1)	1,251,365	I	Inbocalupo Pty Ltd ATF Inbocalupo Trust

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

Explanation of Responses:

1. Shares issued in lieu of cash reimbursement of expenses.

	/s/ Timothy Broadfoot, as attorney-in-fact for Nicholas Hughes-Jones	03/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did SharonAI Holdings (SHAZ) report for Nicholas Jeremy Hughes-Jones?

SharonAI reported a Form 4 for executive Nicholas Jeremy Hughes-Jones showing an “other” transaction. An associated trust received 90,893 Class A Ordinary Common Stock shares issued instead of cash reimbursement for expenses, increasing its indirect holdings to 1,251,365 shares.

Were the SharonAI (SHAZ) shares bought or sold in the open market in this Form 4?

No, the Form 4 does not show an open-market buy or sell. The 90,893 Class A shares were issued in lieu of cash reimbursement of expenses to an associated trust, making this a non-market, compensation-related share issuance.

How many SharonAI (SHAZ) shares does the related trust hold after the Form 4 transaction?

After the transaction, Inbocalupo Pty Ltd ATF Inbocalupo Trust holds 1,251,365 SharonAI Class A Ordinary Common Stock shares indirectly. This reflects the addition of 90,893 shares issued as reimbursement of expenses rather than paid in cash.

Who holds the SharonAI (SHAZ) shares reported in the Form 4 for Nicholas Jeremy Hughes-Jones?

The shares are held indirectly through Inbocalupo Pty Ltd ATF Inbocalupo Trust. The filing lists Nicholas Jeremy Hughes-Jones as the reporting person, with the trust identified as the nature of ownership for the indirect holdings of 1,251,365 shares.

What does transaction code J mean in the SharonAI (SHAZ) Form 4 filing?

Transaction code J indicates an “other acquisition or disposition” of securities. In this case, 90,893 SharonAI Class A shares were issued to an associated trust as reimbursement of expenses, rather than being purchased or sold on the open market.