{"url_path":"/sec/shaz/8-k/2026-09-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/2068385/0001493152-26-042434-index.html","accession_number":"0001493152-26-042434","cik":"0002068385","ticker":"SHAZ","issuer_name":"SharonAI Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2068385/0001493152-26-042434-index.html","primary_entity_key":"0002068385","primary_entity_name":"SharonAI Holdings Inc."},"word_count":734,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nSeptember 8, 2026, SharonAI Holdings Inc. (the “Company”) and its wholly-owned, indirect subsidiary, SharonAI Pty Ltd (ACN\n645 215 194) (“SharonAI Australia”), entered into a Deed of Release (the “Deed of Release”) with Andrew Leece,\na co-founder of the Company and its former Chief Operating Officer. Mr. Leece was previously employed as Chief Operating Officer pursuant\nto an executive employment contract dated April 30, 2026 (the “Leece Employment Agreement”), the entry into which was previously\nreported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2026.\n\n \n\nPursuant\nto the Deed of Release, effective as of September 7, 2026 (the “Variation Date”), the Leece Employment Agreement has been\nvaried such that Mr. Leece’s position has changed from Chief Operating Officer to Head of Strategic Partnerships, in order to provide\nfounder-level sponsorship across the Company’s most important customer, data center and strategic relationships. The appointment\nof David Burns as Mr. Leece’s successor as Chief Operating Officer was previously reported on a Current Report on Form 8-K filed\nwith the Securities and Exchange Commission on August 27, 2026.\n\n \n\nIn\nconnection with the variation of Mr. Leece’s employment, the Deed of Release provides for the following material changes to the\nterms of the Leece Employment Agreement:\n\n \n\n(i)\nMr. Leece will continue to receive an annual base salary of AUD$563,380 (which is the USD equivalent of approximately US$400,000 based\non an exchange rate of AUD/USD 0.71), excluding statutory superannuation contributions;\n\n \n\n(ii)\nMr. Leece will receive a fixed short-term incentive outcome of AUD$422,535 for his service as Chief Operating Officer, payable after\nDecember 31, 2026, at the same time as other customary STI payments made by the Company to other executives;\n\n \n\n(iii)\nMr. Leece will be eligible for a variable incentive of up to 6,416 restricted stock units (“RSUs”), subject to achievement\nof key performance indicators as set by the Company;\n\n \n\n(iv)\nMr. Leece will retain an aggregate of 151,219 unvested RSUs (the “Retained RSUs”) granted under the SharonAI Inc. 2024 Omnibus\nEquity Incentive Plan and the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan. The Retained RSUs will continue to vest and\nbe settled in accordance with the terms set out in Schedule 1 to the Deed of Release, notwithstanding the variation of Mr. Leece’s\nemployment, subject to Mr. Leece’s continued compliance with the restrictive covenants set forth in the Leece Employment Agreement.\nAll RSUs previously granted to Mr. Leece other than the Retained RSUs are forfeited as of the Variation Date;\n\n \n\n(v)\nthe Leece Employment Agreement is varied to become a fixed-term employment agreement, continuing until March 31, 2027, unless terminated\nearlier in accordance with the Leece Employment Agreement. The agreement will terminate automatically on March 31, 2027 without the need\nfor either party to provide notice or payment in lieu of notice. The parties may mutually agree in writing to extend this fixed term;\nand\n\n \n\n(vi)\nMr. Leece’s existing Indemnification Agreement dated May 5, 2025 with the Company continues in full force and effect and is not\nsuperseded, limited or released by the Deed of Release.\n\n \n\n \n\n \n\n \n\nThe\nDeed of Release contains mutual releases of claims between the parties relating to the employment, the position, the Leece Employment\nAgreement, the equity plans, the grant notices and the RSU agreements, in each case for all matters up until the Variation Date. The\nDeed of Release also includes mutual non-disparagement obligations, confidentiality obligations (subject to exceptions for legal advice,\nregulatory requirements, stock exchange requirements, current reports on Form 8-K and court proceedings), and a requirement that Mr.\nLeece continue to comply with the restrictive covenants contained in the Leece Employment Agreement.\n\n \n\nMr.\nLeece is a co-founder of the Company’s predecessors. Through an entity he controls, Mr. Leece beneficially owns 45,447 shares of\nthe Company’s Class B Super Voting Common Stock, which, together with shares held by the other co-founders, accounts for a significant\namount of the voting power in the Company, in addition to other shares of the Company’s Class A Ordinary Common Stock which he\nbeneficially owns.\n\n* *\n\n*The\ndescription of the Deed of Release set forth above is only a summary, does not purport to be complete and is qualified in its entirety\nby 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\nherein by reference.*"}