SharonAI (SHAZ) CEO details RSU, share and 465,500-unit note holdings

Rhea-AI Filing Summary

SharonAI Holdings Inc. director and Chief Executive Officer Manning James Edward filed an initial statement of beneficial ownership for ticker SHAZ. The filing lists multiple indirect holdings in restricted stock units tied to Class A Ordinary Common Stock, with some fully vested and others vesting only if valuation, shareholder return, listing, or market-share milestones are met through December 31, 2026. It also discloses indirect positions in Class A and Class B shares and a Convertible Note of 465,500 units held through related investment entities. The filing records ownership levels rather than new share purchases or sales.

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^*

Manning James Edward

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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	2,536	I	By Defender Capital Pty Ltd
Class A Ordinary Common Stock	333,213	I	By MCH Equities Pty Ltd ATF MCH Equities Fund
Class A Ordinary Common Stock	984,959	I	By Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust
Class B Super Common Stock	45,447	I	By MG 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)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(3)	(3)	Class A Ordinary Common Stock	19,542	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(4)	(4)	Class A Ordinary Common Stock	14,657	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(5)	(5)	Class A Ordinary Common Stock	48,855	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(6)	(6)	Class A Ordinary Common Stock	58,476	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	02/06/2027	(7)	Class A Ordinary Common Stock	11,971	(1)	D
Restricted Stock Units	02/06/2028	(8)	Class A Ordinary Common Stock	7,981	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(9)	(9)	Class A Ordinary Common Stock	11,173	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(10)	(10)	Class A Ordinary Common Stock	6,385	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(11)	(11)	Class A Ordinary Common Stock	3,192	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Restricted Stock Units	(12)	(12)	Class A Ordinary Common Stock	3,192	(1)	I	By Manning Group Pty Ltd ATF MG Office Trust
Convertible Note	(13)	(13)	Class A Ordinary Common Stock	465,500	(13)	I	By Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit 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 are fully vested. The restricted stock units have no expiration date.

6. The restricted stock units are fully vested. The restricted stock units have no expiration date.

7. The restricted stock units have no expiration date.

8. The restricted stock units have no expiration date.

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

10. The restricted stock units will vest on December 31, 2026 subject to achieving a certain percentage of personal and company milestones, excluding time based events.

11. 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.

12. The restricted stock units will vest on December 31, 2026 if the Company achieves certain market share milestones in Australia as of December 2026 based on revenue or equipment deployed.

13. 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 James Manning	02/19/2026
	** 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) CEO report in this Form 3?

The CEO reports his initial beneficial ownership in SharonAI Holdings. The filing lists indirect holdings in restricted stock units, Class A and Class B shares, and a 465,500-unit Convertible Note through multiple related entities.

How are the restricted stock units for SHAZ structured in this filing?

Each restricted stock unit represents a right to receive one SHAZ Class A Ordinary Common Share. Some units are fully vested, while others vest only upon valuation, exchange or sale events, market-share goals, or listing milestones on Nasdaq and the Australian Stock Exchange.

What vesting milestones affect the SHAZ restricted stock units?

Several tranches vest upon specific performance triggers. These include a company valuation above $100 million, a 25% total shareholder return in 2026, market share and revenue milestones in Australia by December 2026, and successful listings on Nasdaq and the Australian Stock Exchange.

What does the 465,500-unit Convertible Note position in SHAZ represent?

The filing shows a 465,500-unit Convertible Note held indirectly. This note can convert into Chess Depositary Interests upon an Australian Stock Exchange listing, or into Class A Ordinary Common Stock if SHAZ lists on Nasdaq without a prior Australian listing.

Are any SHAZ restricted stock units time-based in this Form 3?

Some restricted stock units are not purely time-based. Footnotes state vesting depends on company valuation, total shareholder return, listing achievements, and personal or company milestones, specifically excluding simple time-based service conditions for certain awards.

Does the SharonAI (SHAZ) Form 3 show insider buying or selling?

The Form 3 does not show new insider buying or selling activity. Instead, it records existing indirect beneficial ownership levels in restricted stock units, common and super-voting shares, and a Convertible Note as of the reporting date.