SharonAI Holdings, Inc.

Item 1.01 Entry into a Material Definitive Agreement. On February 18, 2026, SharonAI Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lucid Capital Markets, LLC as representative of the several underwriters identified therein (the “Underwriters”), relating to the public offering (the “Offering”) of 4,166,666 shares (the “Firm Shares”) of the Company’s Class A Ordinary Common Stock, par value $0.0001 (the “Common Stock”), at public offering price of $30.00 per share. Under the terms of the Underwriting Agreement, we granted the Underwriters an option, exercisable for 45 days following the closing of the Offering, to purchase up to an additional 625,000 shares of Common Stock at the public offering price to cover over-allotments (the “Option Shares”), if any. On February 19, 2026 the Company closed the Offering and issued the Firm Shares for aggregate net proceeds of approximately $118.91 million, after deducting underwriting discounts and commissions and estimated Offering expenses. The Company intends to use the net proceeds from the Offering to acquire additional GPU focused equipment and for working capital and other general corporate purposes. The Firm Shares were offered, issued and sold to the public pursuant to a registration statement on Form S-1 (File No. 333-292398) filed with the Securities and Exchange Commission (“SEC”), which was declared effective by the SEC on February 17, 2026, and the prospectus forming a part thereof. Pursuant to the Underwriting Agreement, the Company agreed to a 60-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions. In addition, each of the Company’s officers and directors agreed to a 90-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Security Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and were subject to limitations agreed upon by the contracting parties. The foregoing summary of each of the Underwriting Agreement and the form of lock-up agreement is qualified in its entirety by reference to the Underwriting Agreement and the form of lock-up agreement attached as Exhibit 1.1 hereto and 10.1, respectively, which are incorporated herein by reference.

Item 8.01 Other Events On February 18, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.