James Edward Manning - 17 Feb 2026 Form 3 Insider Report for SharonAI Holdings Inc. (SHAZ)

Role
Chief Executive Officer, Director
Signature
/s/ Timothy Broadfoot, by power of attorney from James Manning
Issuer symbol
SHAZ
Transactions as of
17 Feb 2026
Net transactions value
$0
Form type
3
Filing time
19 Feb 2026, 09:41:35 UTC
Previous filing
22 Jun 2022
Next filing
26 Feb 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Manning James Edward Chief Executive Officer, Director C/O SHARONAI HOLDINGS, INC., 745 FIFTH AVENUE, SUITE 500, NEW YORK /s/ Timothy Broadfoot, by power of attorney from James Manning 19 Feb 2026 0001850349

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SHAZ Class A Ordinary Common Stock 2,536 17 Feb 2026 By Defender Capital Pty Ltd
holding SHAZ Class A Ordinary Common Stock 333,213 17 Feb 2026 By MCH Equities Pty Ltd ATF MCH Equities Fund
holding SHAZ Class A Ordinary Common Stock 984,959 17 Feb 2026 By Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust
holding SHAZ Class B Super Common Stock 45,447 17 Feb 2026 By MG 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 By Manning Group Pty Ltd ATF MG Office Trust F1, F2
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 19,542 By Manning Group Pty Ltd ATF MG Office Trust F1, F3
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 14,657 By Manning Group Pty Ltd ATF MG Office Trust F1, F4
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 48,855 By Manning Group Pty Ltd ATF MG Office Trust F1, F5
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 58,476 By Manning Group Pty Ltd ATF MG Office Trust F1, F6
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 11,971 Direct F1, F7
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 7,981 By Manning Group Pty Ltd ATF MG Office Trust F1, F8
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 11,173 By Manning Group Pty Ltd ATF MG Office Trust F1, F9
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 6,385 By Manning Group Pty Ltd ATF MG Office Trust F1, F10
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 3,192 By Manning Group Pty Ltd ATF MG Office Trust F1, F11
holding SHAZ Restricted Stock Units 17 Feb 2026 Class A Ordinary Common Stock 3,192 By Manning Group Pty Ltd ATF MG Office Trust F1, F12
holding SHAZ Convertible Note 17 Feb 2026 Class A Ordinary Common Stock 465,500 By Manning Capital Holdings Pty Ltd ATF The Manning Capital Holdings Unit Trust F13
* 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 are fully vested. The restricted stock units have no expiration date.
F6 The restricted stock units are fully vested. The restricted stock units have no expiration date.
F7 The restricted stock units have no expiration date.
F8 The restricted stock units have no expiration date.
F9 The restricted stock units will vest on December 31, 2026 upon achieving total shareholder return based on share price of 25% in 2026.
F10 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.
F11 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.
F12 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.
F13 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