Corporate Actions

Regulation FD Disclosure. On February 23, 2026, the Company issued the press release attached as Exhibit 99.1 to this Current Report on Form 8-K. By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the E

Regulation FD Disclosure WaFd, Inc. is hereby furnishing a slide presentation that executive management intends to use in meetings with institutional investors and industry analysts. The slide presentation is included as Exhibit 99.1 to this report and will be available on WaFd Bank's investor relations website at https://www.wafdbank.com/about-us/investor-relations. The presentation includes forward looking statements within the meaning of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and the rules under each of those statutes. All information in Exhibit 99.1 is presented as of the particular date or dates referenced therein, and WaFd, Inc. does not undertake any obligation to, and disclaims any duty to, update any of the information provided. A complete discussion of relevant risks is set forth in the registrant’s most recent Annual Report on

Entry into a Material Definitive Agreement. On February 20, 2026 (the “Effective Date”), VisionWave Holdings, Inc., a Delaware corporation (the “Company”), entered into two related definitive agreements in connection with a strategic investment and acquisition transaction involving C.M. Composite Materials Ltd., an Israeli corporation with registration number 513931980 (the “Target Company”): (i) an Investment and Share Purchase Agreement (the “Share Purchase Agreement”), dated as of February 20, 2026, by and among the Company (as Buyer), Matania (Mati) Moskovich (as Seller), and the Target Company (solely for purposes of acknowledgment and certain covenants); and (ii) a Loan Agreement (the “Loan Agreement”), dated as of February 20, 2026, by and between the Company (as Lender) and the Target Company (as Borrower). Pursuant to the Share Purchase Agreement, the Company agreed to acquire

Results of Operations and Financial Condition. On February 23, 2026, Vir Bio issued a press release announcing its financial results for the quarter and full year ended December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 2.02, including the attached Exhibit 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by Vir Bio under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 3.02 Unregistered Sales of Equity Securities. The information under I

Results of Operations and Financial Condition. On February 23, 2026, Viper Energy, Inc., a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the fourth quarter and full year ended December 31, 2025 and announcing (i) the fourth quarter 2025 base and variable cash dividends, (ii) an increase in the annual base dividend beginning with the fourth quarter of 2025, and (iii) an increase in the share buyback authorization. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press release dated February 23, 2026, entitled “Viper Energy, Inc., a Subsidiary of Diamondback Energy, Inc., Reports Fourth Quarter and Full Year 2025 Financial and Operating Results; Increases Base Dividend and Share Buyback Authori

Entry into a Material Definitive Agreement. On February 20, 2026, Village Farms International, Inc. ("Village Farms" or “the Company”), amended its Canadian Cannabis credit facility with Canadian Imperial Bank of Commerce ("CIBC") (the "Amendment"). The Amendment will increase loan commitments with CIBC by CAD $15 million and extending existing maturities by one year to February 2029. The incremental debt financing comes in the form of a delayed draw term loan, from which the Company drew an initial CAD $5 million on February 20, 2026. All other terms of the credit facility loans remain unchanged. A copy of the Amendment will be filed as an exhibit to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2026. Item 7.01 Regulation FD Disclosure. On February 23, 2026, the Company issued a press release announcing the Amendment as described above. A copy of this pres

Results of Operations and Financial Condition On February 20, 2026, Verses AI Inc. (the “Company”) issued a press release announcing that the Company had filed its Quarterly Report on Form 10-Q for the three and nine months ended December 31, 2025, and that it will review those results on an earnings call scheduled for Tuesday February 24th at 1:00 PM Eastern time. A copy of this press release is furnished with this Current Report as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information may be incorporated by reference in another filing under the Exchange Act or the Securiti

Entry into a Material Definitive Agreement. On February 23, 2026, Veris Residential, Inc., a Maryland corporation (the “Company” or “Veris”), and the general partner of Veris Residential, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Company Partnership”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, AC Residential Acquisition LP, a Delaware limited partnership (“Parent”), AC Residential REIT LLC, a Delaware limited liability company (“Merger Sub I”), AC Residential OP LP, a Delaware limited partnership (“Merger Sub II”, together with Merger Sub I, the “Merger Subs”), and the Company Partnership, pursuant to which, upon the terms and subject to the conditions set forth therein, (i) the Company will merge with and into Merger Sub I (the “Merger”), with Merger Sub I continuing as the surviving e

Results of Operations and Financial Condition On February 23, 2026, Veris Residential, Inc. (the "Company") issued a press release announcing its financial results for the fourth quarter 2025. A copy of the press release is attached hereto as Exhibit 99.2. Item 7.01 Regulation FD Disclosure For the quarter ended December 31, 2025, the Company hereby makes available supplemental data regarding its operations. The Company is attaching such supplemental data as Exhibit 99.1 to this Current Report on Form 8-K. In connection with the foregoing, the Company hereby furnishes the following documents: Item 9.01 Financial Statements and Exhibits (d)Exhibits Exhibit Number Exhibit Title 99.1 Fourth Quarter 2025 Supplemental Operating and Financial Data. 99.2 Fourth Quarter 2025 earnings press release of Veris Residential, Inc. dated February 23, 2026. 104.1 The cover page from this Current Report

Entry into a Material Definitive Agreement. On February 23, 2026, Veris Residential, Inc., a Maryland corporation (the “Company” or “Veris”), and the general partner of Veris Residential, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Company Partnership”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, AC Residential Acquisition LP, a Delaware limited partnership (“Parent”), AC Residential REIT LLC, a Delaware limited liability company (“Merger Sub I”), AC Residential OP LP, a Delaware limited partnership (“Merger Sub II”, together with Merger Sub I, the “Merger Subs”), and the Company Partnership, pursuant to which, upon the terms and subject to the conditions set forth therein, (i) the Company will merge with and into Merger Sub I (the “Merger”), with Merger Sub I continuing as the surviving e

Entry into a Material Definitive Agreement. On February 17, 2026, VeeaSystems Inc., a Delaware Corporation (the “Borrower”) and a wholly owned subsidiary of Veea Inc. (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with Pasadena Private Lending, Inc. (the “Lender”), pursuant to which the Lender has agreed to extend, on the terms provided in the Loan Agreement, a secured term loan facility to the Borrower in an aggregate principal amount of up to $10,550,000. The initial loan amount of $5,500,000 (the “Initial Loan Amount”) was borrowed by the Borrower on February 17, 2026 (the “Closing Date”) and is evidenced by a promissory note, dated the Closing Date (the “Note”). The Initial Loan Amount matures on the fifth anniversary of the Closing Date and bears interest at a rate per annum equal to the prime rate (subject to a floor of 5.75%) plus an applicable margin of 4.

Entry into a Material Definitive Agreement. On February 22, 2026, United Homes Group, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Stanley Martin Homes, LLC, a Delaware limited liability company (“Parent”) and Union MergeCo, Inc., a Delaware corporation (“Merger Sub”) and a direct, wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Buyer Parties”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”). Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement. A Mergers & Acquisitions Committee (the “Special Committee”) of independent and disinterested members of the

Other Events. On February 23, 2026, Ultragenyx Pharmaceutical Inc. (the “Company”) issued a press release announcing that the U.S. Food and Drug Administration (the “FDA”) has accepted for review the Biologics License Application (the “BLA”) seeking approval of DTX401 AAV gene therapy (pariglasgene brecaparvovec) for the treatment of Glycogen Storage Disease Type Ia (GSDIa). The FDA granted the BLA Priority Review and assigned a Prescription Drug User Fee Act (PDUFA) action date of August 23, 2026. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words such as, but not limited to, “anticipates,” “continue,” “will,” or other similar terms or expressions that concern the Company’s expectations,

Results of Operations and Financial Condition. On February 23, 2026, Ultra Clean Holdings, Inc. (“UCT,” the “Company,” or “We”) issued a press release announcing its financial results for its fourth fiscal quarter and fiscal year ended December 26, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information furnished under Item 2.02 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Exhibit Description 99.1 Press Release d

Entry into a Material Definitive Agreement. On February 19, 2026, Twin Vee PowerCats Co., a Delaware corporation (the “Company”), entered into a placement agency agreement (the “Placement Agency Agreement”) with ThinkEquity LLC, as sole placement agent (the “Placement Agent”), pursuant to which the Company agreed to issue and sell directly to various investors in a best efforts public offering (the “Offering”) an aggregate of 6,383,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $0.47 per share. The Offering closed on February 23, 2026. The Company received gross proceeds of approximately $3.0 million, before deducting estimated placement agent fees, reimbursement of placement agent expenses, and estimated offering expenses. The Company intends to use the net proceeds from the Offering, together wit

Regulation FD Disclosure On February 23, 2026, the Company issued a press release announcing key management appointments at its 50/50 joint venture with South32 Limited – Ambler Metals LLC – which is advancing exploration and development of the Upper Kobuk Mineral Projects in northwestern Alaska’s Ambler Mining District. The press release is attached hereto as Exhibit 99.1. The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Fi

Regulation FD Disclosure Furnished as Exhibit 99.1 to this Current Report on Form 8-K are the Company’s statutory consolidated financial statements, which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the three years in the period ended December 31, 2025 and the related notes, which financial statements and report thereon is incorporated herein by reference. Furnished as Exhibit 99.2 to this Current Report on Form 8-K are the Company’s statutory financial statements, which comprise the balance sheet as at December 31, 2025, the statement of operations for the year then ended and notes to the financial statements, which financial statements and report thereon is incorporated herein by reference. The information in this Current Report on Form 8-K is b

Regulation FD Disclosure. On February 23, 2026, TransCode Therapeutics, Inc. (“TransCode”) issued a press release announcing the publication of a manuscript titled Template-Directed RIG-I Agonist Assembly for Image-guided Targeted Cancer Immunotherapy in the journal Molecular Imaging and Biology. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. I

Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The audited consolidated balance sheets of Scorpius and its subsidiaries, as of December 31, 2024 and 2023; the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024; and the related notes, are attached hereto as Exhibit 99.1 and incorporated herein by reference. The unaudited condensed consolidated balance sheets of Scorpius as of September 30, 2025 and December 31, 2024; the related condensed consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the three and nine months ended September 30, 2025 and 2024; and the related notes, are attached hereto as Exhibit 99.2 and incorporated herein by reference. (b) Pro Forma Financial Information. The u

Unregistered Sales of Equity Securities. The February 2025 Forms 8-K previously reported the issuance of the Warrants exercisable to purchase an aggregate of 10,980,000 shares of Common Stock, and the February 2025 Forms 8-K also stated that the issuance of the underlying 10,980,000 shares of Common Stock, upon exercise of the Warrants, would be issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”), pursuant to Section 4(a)(2) thereof, to the fifteen “accredited investors” as defined in Rule 501 of Regulation D promulgated by the SEC without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. The issuance of the 6,187,472 shares of Common Stock upon the cashless, net issuance exercise of the Warrants issued in connection with the February 2025 transaction,

Results of Operations and Financial Condition. On February 23, 2026, Tarsus Pharmaceuticals, Inc. (the “Company”) issued a press release, which, among other matters, sets forth the Company’s results of operations for the year ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing information, including Exhibit 99.1, is being furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release da

Entry into a Material Definitive Agreement On February 21, 2026, Transuite.org Inc. (the “Company” or “TRSO”) entered into a Cooperation Agreement (the “Agreement”) with Honwo Technology Holding Limited (“Honwo”) to establish a long-term Web3 technology and business collaboration framework. Pursuant to the agreement, under the established cooperation framework, Honwo Technology will integrate its core Web3 technologies, product systems, and related business resources into the operational system of TRSO’s controlled subsidiary, SolanAI Global Limited (“SolanAI”), which will conduct exclusive operations and global development subject to compliance with regulatory requirements in each operating jurisdiction. This cooperation constitutes a long-term strategic arrangement, and its implementation will be advanced in phases in accordance with corporate governance procedures and applicable regu

Results of Operations and Financial Condition. The information set forth below under “Item 7.01 Regulation FD Disclosure” is incorporated herein by reference. Item 7.01 Regulation FD Disclosure. The TIAA Real Estate Account (the “Account” or the “Registrant”) intends to post on the TIAA internet website (www.tiaa.org) on or after February 23, 2026, documents that contain certain market commentary and other information regarding the Account, including economic analysis and market outlook related to the U.S. commercial real estate market (the “Market Commentary Documents”). These documents are furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01, including all information contained on TIAA’s internet website and Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934

Other Events. As previously disclosed, including most recently in Part II, Item 1 of Teradata Corporation’s (“Teradata”) Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, Teradata has been involved in several litigation proceedings (collectively, the “Litigation”) against SAP SE, SAP America, Inc., and SAP Labs, LLC (collectively, “SAP” and with “Teradata” the “Parties”). On February 19, 2026 (the “Effective Date”), Teradata entered into a Settlement Agreement (the “Settlement Agreement”) with SAP, pursuant to which the Parties have agreed, among other things, to (i) resolve all past and pending litigation between the Parties, including the Litigation and (ii) mutual releases of all claims and liabilities asserted or that could have been asserted in the Litigation. As a result of the Settlement Agreement, Teradata will receive a gross payment of $480 million (the “

Results of Operations and Financial Condition. On February 23, 2026, Summit Therapeutics Inc. (the “Company”) issued a press release announcing its financial results and operational progress for the fourth quarter and full year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02 as if fully set forth herein. In accordance with General Instruction B.2 of Form 8-K, the information set forth under Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by speci

Other Events. ATM Update On February 23, 2026, Strategy Inc ("Strategy") announced an update with respect to sales made under its at-the-market offering program ("ATM") of the following securities: During Period February 17, 2026 to February 22, 2026 As of February 22, 2026 Security Shares Sold Notional Value (in millions) (1) Net Proceeds (in millions) (2) Available for Issuance and Sale (in millions) STRF Stock - $ - $ - $ 1,619.3 10.00% Series A Perpetual Strife Preferred Stock STRC Stock - $ - $ - $ 3,542.8 Variable Rate Series A Perpetual Stretch Preferred Stock STRK Stock - $ - $ - $ 20,331.6 8.00% Series A Perpetual Strike Preferred Stock STRD Stock - $ - $ - $ 4,014.8 10.00% Series A Perpetual Stride Preferred Stock MSTR Stock 297,940 $ - $ 39.7 $ 7,843.9 Class A Common Stock Total $ 39.7 (1) The total face value of the shares of preferred stock sold, which is used to calculate

above; and (ii) the subscription for 4,634 newly issued A1 ordinary shares of Veloce pursuant to a previously disclosed Subscription Agreement, as amended. The aggregate consideration for the subscription was £5,675,444.74 (approximately $7.7 million at an exchange rate of $1.36 per £1.00), consisting of £3,187,500 in cash and 338,360 shares of the Company’s common stock valued at $10.00 per share. Following completion of the foregoing transactions, the Company owns approximately 67.93% of the issued share capital of Veloce. The Veloce transaction qualifies as a significant acquisition, as it meets the greater than 20% threshold. Accordingly, the Company shall further file an amended Form 8-K to include financial statements pursuant to Rule 3-05 and proforma financial information pursuant to Article 11 within 71 calendar days from the date of this filing. SIGNATURES Pursuant to the requ

Results of Operations and Financial Condition On February 23, 2026, Skyward Specialty Insurance Group, Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter and fiscal period ended December 31, 2025. The press release is furnished as Exhibit 99.1 to this Report and is hereby incorporated by reference in this Item 2.02. As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Forward-Looking Statements Statements made in this Current Report on Form 8-K, other than those concern

of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 8.01 Other Events. Sixth Street Specialty Lending Advisers, LLC, a Delaware limited liability company (the “Adviser”), is our investment adviser. Robert “Bo” Stanley has been named Co-Chief Investment Officer of the Adviser and Joshua Easterly will step down as Co-Chief Investment Officer as of June 30, 2026. Our investment team continues

of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 8.01 Other Events. Sixth Street Lending Partners Advisers, LLC, a Delaware limited liability company (the “Adviser”), is our investment adviser. Robert “Bo” Stanley has been named Co-Chief Investment Officer of the Adviser and Joshua Easterly will step down as Co-Chief Investment Officer as of June 30, 2026. Our investment team continues t

Unregistered Sales of Equity Securities. On February 20, 2026, Silo Pharma, Inc. (the “Company”) entered into an addendum to Service Agreement with its investor relations consultant pursuant to which is agreed to pay such consultant a commitment fee of $250,000 (the “Commitment Fee”) in consideration of entering into the addendum and restarting the service agreement. The consultant elected to receive the Commitment Fee in shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) resulting in 848,320 shares of Common Stock payable to the consultant in respect of the Commitment Fee based on a $0.2947 share price being the Nasdaq Minimum Price on the date the addendum was signed (the “Commitment Fee Shares”). No proceeds are being received by the Company in respect of this issuance. The Commitment Fee Shares are being issued pursuant to Section 4(a)(2) of the Secur

Entry Into a Material Definitive Agreement. The information set forth in Items 5.02 is incorporated by reference in this Item 1.01. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 13, 2026 Sharps Technology, Inc. (the “Company”) entered into a fee agreement with DLA, LLC (“DLA”), pursuant to which the Company appointed Arthur Levine as interim Chief Financial Officer of the Company for an initial term of three months, effective February 17, 2026, which may be extended at the sole discretion of the Company. The Company shall pay $450 per hour to DLA for Mr. Levine’s services. Mr. Levine, age 68, has provided fractional and interim consulting services from 2023 to 2026 to companies in various industries at various stages of growth. From March 2021 to July 2023, Mr. Lev

Regulation FD Disclosure. On February 23, 2026, SharonAI Holdings Inc. (the “Company”) issued a press release announcing the launch of a Cisco Secure AI factory with NVIDIA. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under

Other Events. ABS Financing Transaction On February 20, 2026, our wholly owned, special purpose bankruptcy-remote, indirect subsidiaries, SVC ABS LLC, SVC 2026 ABS LLC and SVC 2026 TA ABS LLC, or collectively, the Issuers, entered into a Note Purchase Agreement, or the Note Purchase Agreement, with certain initial purchasers, pursuant to which the Issuers agreed to sell $745.0 million in aggregate principal amount of Net-Lease Mortgage Notes – Series 2026-1, or, collectively, the 2026 ABS Notes, to Qualified Institutional Buyers as defined in Rule 144A under the Securities Act of 1933, as amended, or the Securities Act, and outside the United States in accordance with Regulation S under the Securities Act, and upon certain representations and warranties made by the initial purchasers in the Note Purchase Agreement. The Note Purchase Agreement also contains customary representations, wa