SharonAI Holdings, Inc. 8-K

What Happened

• On January 22, 2026 SharonAI Holdings (SHAZ) announced that CEO and director Wolfgang Schubert resigned from his roles and terminated his employment with subsidiary SharonAI Operations LLC. Under a Separation Agreement he will receive 318,240 restricted stock units (RSUs). Schubert will continue as a consultant under a new Consulting Agreement that grants him a one-time $50,000 RSU award and pays $8,334 per month.
• The Board appointed James Manning (Non‑Executive Chairman, director and >10% stockholder) as Chief Executive Officer effective January 22, 2026. Manning entered an offer letter with subsidiary SharonAI Pty Ltd providing an annual base salary of AUD$200,000 (about US$126,000), eligibility for discretionary bonus and share schemes, and statutory superannuation. Manning also has an existing consulting arrangement (Manning Group Pty Ltd) that pays AUD$334,500 annually (about US$211,000) for advisory and development services.

Key Details

• Resignation and appointment date: January 22, 2026. Press release furnished January 23, 2026.
• Separation payout to Schubert: 318,240 restricted stock units.
• Schubert consulting terms: one-time $50,000 RSU grant + $8,334 per month.
• Manning compensation: AUD$200,000 salary; Manning Group consulting fee AUD$334,500/year (convertible ≈ US$211k).

Why It Matters

• Leadership change is material: the CEO and a board member departed and a >10% stockholder (Manning) became CEO, which could affect company strategy and execution going forward.
• Equity awards (318,240 RSUs plus additional RSUs to Schubert) and ongoing consulting fees represent compensation that may affect dilution, operating expenses and governance disclosures.
• The filing states Schubert’s resignation was not due to any dispute or disagreement with the company, and the Separation/Consulting arrangements and Manning’s employment/consulting roles were disclosed in exhibits to the 8-K for full terms.