SharonAI director receives new RSU awards

Penn Andrew Richard reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Penn Andrew Richard reported acquisition or exercise transactions in this Form 4 filing.

SharonAI Holdings Inc. director Penn Andrew Richard received two new restricted stock unit (RSU) awards as equity compensation. On May 22, 2026, he was granted 6,944 RSUs and a separate grant of 40,000 RSUs, each RSU representing one share of SHAZ Class A Ordinary Common Stock or its cash equivalent.

The 6,944-unit award will vest in three equal installments on the 12‑, 24‑, and 36‑month anniversaries of the grant date, aligning value with longer-term service. The 40,000-unit award will vest in twelve equal monthly installments over the 12 months following the grant date, providing more regular, short-term vesting.

Insider Trade Summary

Grant/Award: 46,944 shares

Grant/Award 2 txns

Insider Penn Andrew Richard

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	40,000	$0.00	$0.00
Grant/Award	Restricted Stock Units	6,944	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 46,944 contracts (Direct)

Footnotes (3)

1. F1. 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. F2. The restricted stock units will vest in three equal installments, with one-third vesting on each of the 12-month, 24-month, and 36-month anniversaries of the date of grant.
3. F3. The restricted stock units will vest in twelve equal monthly installments over the twelve-month period following the date of grant.

Key Figures

RSU grant size: 6,944 RSUs Second RSU grant size: 40,000 RSUs Post-grant RSUs in first award: 46,944 RSUs +4 more

7 metrics

RSU grant size 6,944 RSUs Grant to director on May 22, 2026

Second RSU grant size 40,000 RSUs Additional grant on May 22, 2026

Post-grant RSUs in first award 46,944 RSUs Total units following first reported transaction

Post-grant RSUs in second award 40,000 RSUs Total units following second reported transaction

Transaction price per RSU $0.00 per unit Grant or award acquisition code A

Three-installment vesting period 36 months 6,944 RSUs vest in three annual tranches

Monthly vesting period 12 months 40,000 RSUs vest in twelve equal monthly installments

Key Terms

Restricted Stock Units, Class A Ordinary Common Stock, vest in three equal installments, twelve equal monthly installments, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class A Ordinary Common Stock financial

"one share of SHAZ Class A Ordinary Common Stock and/or the cash equivalent"

vest in three equal installments financial

"will vest in three equal installments, with one-third vesting on each of the 12-month"

twelve equal monthly installments financial

"will vest in twelve equal monthly installments over the twelve-month period"

Grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

FAQ

What did SharonAI (SHAZ) director Penn Andrew Richard report in this Form 4?

He reported receiving two equity awards of restricted stock units. One grant covers 6,944 RSUs and the other 40,000 RSUs, both granted on May 22, 2026 as part of his director compensation at SharonAI Holdings Inc.

How many RSUs were granted to the SharonAI (SHAZ) director and on what date?

The director received 6,944 restricted stock units and a separate grant of 40,000 restricted stock units. Both awards were granted on May 22, 2026, according to the Form 4 insider transaction report filed for SharonAI Holdings Inc.

How do the new SharonAI (SHAZ) RSU awards vest for the director?

The 6,944-unit award vests in three equal installments on the 12‑, 24‑, and 36‑month anniversaries of the grant date. The 40,000-unit award vests in twelve equal monthly installments over the 12 months following the grant date for SharonAI Holdings Inc.

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

Each RSU represents a contingent right to receive one share of SharonAI Holdings Inc. Class A Ordinary Common Stock and/or the cash equivalent of that share, tying the director’s compensation directly to the company’s equity value over time.

Is this SharonAI (SHAZ) Form 4 a stock purchase or a compensation grant?

This filing reflects compensation grants, not open-market stock purchases. The Form 4 shows grant or award acquisitions of restricted stock units, with a transaction price per unit of $0.00, consistent with equity-based compensation for the SharonAI director.

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Accepted by SEC EDGAR 05/22/2026 - 06:04 PM Learn about SEC filing dates

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^*

Penn Andrew Richard

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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

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)	05/22/2026		A		40,000		(2)	(2)	Class A Ordinary Common Stock	40,000	$0	40,000	D
Restricted Stock Units	(1)	05/22/2026		A		6,944		(3)	(3)	Class A Ordinary Common Stock	6,944	$0	46,944	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 in three equal installments, with one-third vesting on each of the 12-month, 24-month, and 36-month anniversaries of the date of grant.

3. The restricted stock units will vest in twelve equal monthly installments over the twelve-month period following the date of grant.

	/s/ Timothy Broadfoot, by power of attorney from Andrew Penn	05/22/2026
	** 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)