8-KFiled Sep 10, 8:00 PM ET

SharonAI Holdings Inc. Reassigns Co‑Founder COO, Executes Deed of Release

$SHAZ · SharonAI Holdings Inc.

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SharonAI Holdings Inc. Reassigns Co‑Founder COO, Executes Deed of Release

What Happened
SharonAI Holdings Inc. filed an 8-K disclosing a Deed of Release dated September 8, 2026 (variation effective September 7, 2026) that changes co‑founder Andrew Leece’s role from Chief Operating Officer to Head of Strategic Partnerships. The Deed modifies Mr. Leece’s April 30, 2026 employment agreement, keeps his annual base salary at AUD$563,380 (approximately US$400,000 at AUD/USD 0.71), provides a fixed short‑term incentive of AUD$422,535 payable after December 31, 2026, and adjusts his equity awards and term of employment. The company previously reported David Burns as the new COO on August 27, 2026.

Key Details

  • Role change effective September 7, 2026: COO → Head of Strategic Partnerships. Deed executed September 8, 2026.
  • Salary and cash incentive: base salary AUD$563,380 (~US$400,000); fixed STI payment AUD$422,535 to be paid after 12/31/2026.
  • Equity: Mr. Leece retains 151,219 unvested RSUs which will continue to vest per schedule; all other previously granted RSUs are forfeited as of the variation date. He is eligible for up to 6,416 additional RSUs tied to KPIs.
  • Term and other protections: employment converted to a fixed term ending March 31, 2027 (auto‑terminates unless extended); existing May 5, 2025 indemnification agreement remains in force; Deed includes mutual releases, confidentiality and non‑disparagement obligations, and continued restrictive covenants.
  • Ownership note: through an entity he controls, Mr. Leece beneficially owns 45,447 Class B Super Voting shares and additional Class A shares, giving him substantial founder voting power.

Why It Matters
This filing documents a significant executive change and the terms under which a co‑founder remains with the company. For investors, the key takeaways are the cash and equity terms that preserve Mr. Leece’s economic and governance ties (retained RSUs and substantial voting shares), the capped additional equity grant (6,416 RSUs), and the short fixed employment window through March 31, 2027. The mutual release and restrictive covenants reduce the risk of future disputes related to his prior COO role. These are governance and compensation items investors may monitor for their effects on voting, potential dilution, and executive continuity.