Material Agreement, Management Change/Compensation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The information contained below in Item 5.02 related to the Director Appointment Letter (as defined below) is hereby incorporated by reference into this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2026, the Board of Directors ("the Board") of SharonAI Holdings Inc. (the "Company"), appointed Mr. Benjamin (Ben) Adams to serve as a member of the Board, effective upon his countersigning the Director Appointment Letter (defined below), to fill a vacancy on the Board of Directors.

Mr. Adams was elected as a Class I director and will serve on the Board until the Company's 2026 annual meeting of stockholders at which time he will stand for election alongside the Company's other Class I directors. The Board expects to appoint Mr. Adams to serve as a member of the Nominating and Corporate Governance Committee, the Compensation Committee and the Audit Committee.

Mr. Adams is a public company general counsel, board and CEO adviser and global regulatory leader. He currently serves as the Executive Vice President, Chief Legal Officer and Corporate Secretary of The Western Union Company (NYSE: WU) where he advises its board of directors and board committees on corporate governance, fiduciary duties, SEC disclosure, executive compensation and enterprise risk while also leading Western Union's global legal, regulatory, public policy, ethics and compliance, Intellectual Property and privacy functions. Mr. Adams previously served as the Vice President, Legal at PayPal Inc. (NASDAQ: PYPL), as Assistant General Counsel, Head of Legal Global Consumer Group at Microsoft Corporation (NASDAQ: MSFT), and as Head of Legal, Americas Region at Nokia Corporation (NYSE: NOK). Prior to going in-house, Mr. Adams was an attorney the law firm of Gibson, Dunn & Crutcher LLP.

There is no arrangement or understanding with any person pursuant to which Mr. Adams was appointed as a member of the Board. There are no transactions or relationships between the Company and Mr. Adams that are reportable under Item 404(a) of Regulation S-K. In connection with Mr. Adams' appointment to the Board, Mr. Adams entered into a Director Appointment Letter dated February 22, 2026, with the Company (the "Director Appointment Letter"). Pursuant to the Director Appointment Letter, Mr. Adams will receive: (a) a grant of 10,973 restricted stock units under the Company's 2025 Omnibus Equity Incentive Plan, which vest on the first anniversary of the date of grant; and (b) annual cash compensation of $25,000.

The description of the Director Appointment Letter is only a summary and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.