Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

First Supplemental Indenture

On August 21, 2026, following receipt of the requisite consents from holders of the Notes (as defined below), SharonAI Holdings Inc. (the "Company"), as issuer, the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee, entered into the First Supplemental Indenture, dated as of August 21, 2026 (the "First Supplemental Indenture"), to the Indenture, dated as of May 18, 2026 (the "Base Indenture"), governing the Company's outstanding 6.00% Convertible Senior Notes due May 1, 2031 (the "Notes").

Pursuant to the First Supplemental Indenture, the Base Indenture was amended to, among other things, (i) remove certain restrictive covenants applicable to the Company and its subsidiaries, including with respect to their ability to incur, maintain and repay indebtedness and grant liens securing indebtedness, and (ii) make other relevant conforming and technical amendments.

The foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.