SharonAI Holdings Inc. 8-K

What Happened
SharonAI Holdings Inc. (SHAZ) filed an 8-K reporting that on February 22, 2026 its Board appointed Benjamin (“Ben”) Adams as a Class I director, effective upon his countersigning a Director Appointment Letter. Mr. Adams will serve until the Company’s 2026 annual meeting of stockholders, when he will stand for election with the other Class I directors. The Board expects to appoint him to the Nominating & Corporate Governance, Compensation, and Audit Committees.

Key Details

• Appointment date: February 22, 2026; service as Class I director through the 2026 annual meeting.
• Compensation: grant of 10,973 restricted stock units (under the 2025 Omnibus Equity Incentive Plan) that vest on the first anniversary of grant, plus $25,000 in annual cash compensation.
• Background: Mr. Adams is Executive VP, Chief Legal Officer & Corporate Secretary of The Western Union Company; previously held senior legal roles at PayPal, Microsoft, Nokia and was an attorney at Gibson, Dunn & Crutcher.
• No arrangements or reportable related-party transactions under Item 404(a) of Regulation S-K were disclosed in connection with his appointment.

Why It Matters
This filing notifies investors of a governance change and the compensation terms for a newly added board member with significant legal, regulatory and corporate governance experience. For shareholders, the appointment may affect board oversight of disclosure, compliance and executive pay because Mr. Adams is expected to join key board committees (Audit, Compensation, Nominating & Corporate Governance). The reported RSUs and cash fee quantify the direct cost of adding this director to the company’s governance team.