Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 8, 2026, SharonAI Holdings Inc. (the "Company") and its wholly-owned, indirect subsidiary, SharonAI Pty Ltd (ACN 645 215 194) ("SharonAI Australia"), entered into a Deed of Release (the "Deed of Release") with Andrew Leece, a co-founder of the Company and its former Chief Operating Officer. Mr. Leece was previously employed as Chief Operating Officer pursuant to an executive employment contract dated April 30, 2026 (the "Leece Employment Agreement"), the entry into which was previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2026.

Pursuant to the Deed of Release, effective as of September 7, 2026 (the "Variation Date"), the Leece Employment Agreement has been varied such that Mr. Leece's position has changed from Chief Operating Officer to Head of Strategic Partnerships, in order to provide founder-level sponsorship across the Company's most important customer, data center and strategic relationships. The appointment of David Burns as Mr. Leece's successor as Chief Operating Officer was previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2026.

In connection with the variation of Mr. Leece's employment, the Deed of Release provides for the following material changes to the terms of the Leece Employment Agreement:

(i) Mr. Leece will continue to receive an annual base salary of AUD$563,380 (which is the USD equivalent of approximately US$400,000 based on an exchange rate of AUD/USD 0.71), excluding statutory superannuation contributions;

(ii) Mr. Leece will receive a fixed short-term incentive outcome of AUD$422,535 for his service as Chief Operating Officer, payable after December 31, 2026, at the same time as other customary STI payments made by the Company to other executives;

(iii) Mr. Leece will be eligible for a variable incentive of up to 6,416 restricted stock units ("RSUs"), subject to achievement of key performance indicators as set by the Company;

(iv) Mr. Leece will retain an aggregate of 151,219 unvested RSUs (the "Retained RSUs") granted under the SharonAI Inc. 2024 Omnibus Equity Incentive Plan and the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan. The Retained RSUs will continue to vest and be settled in accordance with the terms set out in Schedule 1 to the Deed of Release, notwithstanding the variation of Mr. Leece's employment, subject to Mr. Leece's continued compliance with the restrictive covenants set forth in the Leece Employment Agreement. All RSUs previously granted to Mr. Leece other than the Retained RSUs are forfeited as of the Variation Date;

(v) the Leece Employment Agreement is varied to become a fixed-term employment agreement, continuing until March 31, 2027, unless terminated earlier in accordance with the Leece Employment Agreement. The agreement will terminate automatically on March 31, 2027 without the need for either party to provide notice or payment in lieu of notice. The parties may mutually agree in writing to extend this fixed term; and

(vi) Mr. Leece's existing Indemnification Agreement dated May 5, 2025 with the Company continues in full force and effect and is not superseded, limited or released by the Deed of Release.