SHAZ · SharonAI Holdings, Inc. Class A Common Stock

SharonAI Holdings Inc. formalized the employment of its key leadership team through new executive employment agreements effective May 1, 2026. This move transitions several executives, including CEO James Manning, CFO Tim Broadfoot, and SVP Nick Hughes-Jones, from contractor arrangements to direct employment with the subsidiary SharonAI Pty Ltd. The transition involved the mutual termination of existing contractor agreements with Manning Group, Broadfoot Group, and Inbocalupo Consulting, with no material early termination penalties incurred. This restructuring simplifies the corporate structure and aligns executive compensation with standard employment frameworks, including substantial equity-based incentives via RSUs tied to short-term, long-term, and listing milestones. The compensation packages are significant, with the CEO's total potential incentive compensation reaching up to 350% of base remuneration, indicating a strong performance-based alignment strategy. Additionally, the modification of General Counsel Tim Flahvin's terms reflects his new status as an executive officer, adjusting his salary downward while increasing his short-term incentive potential and establishing a substantial base RSU award.