Jeremy Hughes Jones - 17 Feb 2026 Form 3 Insider Report for SharonAI Holdings Inc. (SHAZ)

Role
Head of Corporate Development
Signature
/s/ Timothy Broadfoot, by power of attorney from Nicholas Hughes-Jones
Issuer symbol
SHAZ
Transactions as of
17 Feb 2026
Net transactions value
$0
Form type
3
Filing time
18 Feb 2026, 16:10:38 UTC
Previous filing
18 Nov 2022
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
HUGHES-JONES NICHOLAS JEREMY Head of Corporate Development C/O SHARONAI HOLDINGS, INC., 745 FIFTH AVENUE, SUITE 500, NEW YORK /s/ Timothy Broadfoot, by power of attorney from Nicholas Hughes-Jones 18 Feb 2026 0001882927

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SHAZ Class A Ordinary Common Stock 1,160,472 17 Feb 2026 By Inbocalupo Pty Ltd ATF Inbocalupo Trust
holding SHAZ Class A Ordinary Common Stock 2,536 17 Feb 2026 By Defender Capital Pty Ltd
holding SHAZ Class B Super Common Stock 45,447 17 Feb 2026 By Inbocalupo No. 1 Pty Ltd

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 14,657 Direct F1, F2
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 19,542 Direct F1, F3
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 14,657 Direct F1, F4
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 9,771 Direct F1, F5
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 19,542 Direct F1, F6
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 19,542 Direct F1, F7
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 58,476 Direct F1, F8
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 7,981 Direct F1, F9
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 11,173 Direct F1, F10
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 6,385 Direct F1, F11
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 3,192 Direct F1, F12
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 3,192 Direct F1, F13
holding SHAZ Convertible Note 17 Feb 2026 Class A Ordinary Common Stock 831,250 By Inbocalupo Pty Ltd ATF Inbocalupo Trust F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit represents a contingent right to receive one share of SHAZ Class A Ordinary Common Stock.
F2 The restricted stock units are fully vested. The restricted stock units have no expiration date.
F3 The restricted stock units will vest upon certain exchange or sale transactions. The restricted stock units have no expiration date.
F4 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.
F5 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.
F6 The restricted stock units will vest upon the Company achieving certain revenue milestones. The restricted stock units have no expiration date.
F7 The restricted stock units will vest upon the Company achieving certain investor relations milestones. The restricted stock units have no expiration date.
F8 The restricted stock units have no expiration date.
F9 The restricted stock units have no expiration date.
F10 The restricted stock units will vest on December 31, 2026 upon achieving total shareholder return based on share price of 25% in 2026.
F11 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.
F12 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.
F13 The restricted stock units will vest on December 31, 2026 upon achievement of certain performance criteria in relation to the closing of company agreements. The restricted stock units have no expiration date.
F14 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