SharonAI Holdings Inc.

02/17/2026 | Press release | Distributed by Public on 02/17/2026 20:02

Initial Statement of Beneficial Ownership (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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Broadfoot Timothy George
2. Date of Event Requiring Statement (Month/Day/Year)
02/17/2026 		3. Issuer Name and Ticker or Trading Symbol
SharonAI Holdings Inc. [SHAZ]
(Last) (First) (Middle)
C/O SHARONAI HOLDINGS, INC., 745 FIFTH AVENUE, SUITE 500 		4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
NEW YORK, NY 10151 		6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 4,463 I BY BROADFOOT GROUP PTY LTD ATF THE BROADFOOT FAMILY TRUST
Class A Ordinary Common Stock 84,912 I BY DSS AI PTY LTD
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.
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 of Derivative Security: 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) D
Restricted Stock Units (3) (3) Class A Ordinary Common Stock 19,542 (1) D
Restricted Stock Units (4) (4) Class A Ordinary Common Stock 14,657 (1) D
Restricted Stock Units (5) (5) Class A Ordinary Common Stock 9,771 (1) D
Restricted Stock Units (6) (6) Class A Ordinary Common Stock 19,542 (1) D
Restricted Stock Units (7) (7) Class A Ordinary Common Stock 19,542 (1) D
Restricted Stock Units 02/06/2027 (8) Class A Ordinary Common Stock 14,619 (1) D
Restricted Stock Units (9) (9) Class A Ordinary Common Stock 20,467 (1) D
Restricted Stock Units (10) (10) Class A Ordinary Common Stock 11,695 (1) D
Restricted Stock Units (11) (11) Class A Ordinary Common Stock 5,848 (1) D
Restricted Stock Units (12) (12) Class A Ordinary Common Stock 5,848 (1) D
Restricted Stock Units (13) (13) Class A Ordinary Common Stock 39,363 (1) D
Restricted Stock Units 02/06/2028 (14) Class A Ordinary Common Stock 7,981 (1) D
Restricted Stock Units (15) (15) Class A Ordinary Common Stock 11,173 (1) D
Restricted Stock Units (16) (16) Class A Ordinary Common Stock 6,385 (1) D
Restricted Stock Units (17) (17) Class A Ordinary Common Stock 3,192 (1) D
Restricted Stock Units (18) (18) Class A Ordinary Common Stock 3,192 (1) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Broadfoot Timothy George
C/O SHARONAI HOLDINGS, INC.
745 FIFTH AVENUE, SUITE 500
NEW YORK, NY 10151 		Chief Financial Officer

Signatures

/s/ Timothy Broadfoot 02/17/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 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.
(6) The restricted stock units will vest upon the Company achieving certain revenue milestones. The restricted stock units have no expiration date.
(7) The restricted stock units will vest upon the Company achieving certain corporate governance milestones. The restricted stock units have no expiration date.
(8) The restricted stock units have no expiration date.
(9) The restricted stock units are fully vested. The restricted stock units have no expiration date.
(10) The restricted stock units are fully vested. The restricted stock units have no expiration date.
(11) The restricted stock units are fully vested. The restricted stock units have no expiration date.
(12) The restricted stock units will vest upon timely filing of certain SEC reports in 2026. The restricted stock units have no expiration date.
(13) The restricted stock units will vest upon full receipt of funds in relation to the sale of TCDC. The restricted stock units have no expiration date.
(14) The restricted stock units have no expiration date.
(15) The restricted stock units will vest on December 31, 2026 upon achieving total shareholder return based on share price of 25% in 2026.
(16) The restricted stock units will vest on March 31, 2027 upon timely filing of SEC reports for fiscal year 2026, subject to no material deficiencies being reported by the auditor by March 31, 2027.
(17) The restricted stock units will vest upon achieving dual listings on the Nasdaq Stock Market and Australian Stock Exchange. The restricted stock units have no expiration date.
(18) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
SharonAI Holdings Inc. published this content on February 17, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 18, 2026 at 02:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]