StageWise Strategies owner buys 125M shares

Tourism and Entertainment Group LLC received 124,506,935 shares, and Ms. Irodakhon Abduvakhitova received 58,591,499; no cash consideration was paid.

Rhea-AI Filing Summary

StageWise Strategies Corp. completed its acquisition of 99.99999012% of TEG SPV’s membership interests on October 13, 2026, issuing 183,098,434 common shares in exchange. Tourism and Entertainment Group LLC received 124,506,935 shares, and Ms. Irodakhon Abduvakhitova received 58,591,499. Ten-percent owner Jakhongir Abidovich Artikkhodjaev reported an indirect purchase through the LLC, whose reported post-transaction position was 128,506,935 shares. The shares were consideration for TEG’s participatory interests; no cash consideration was paid, and the agreement assigned no per-share price. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Net Buyer: 124,506,935 shares

Net Buy 1 txn

Insider Artikkhodjaev Jakhongir Abidovich

Role 10% Owner

Bought 124,506,935 shs

Type	Security	Shares	Price	Value
Purchase	Common Stock F1, F2	124,506,935	--	--

Holdings After Transaction: Common Stock — 128,506,935 shares (Indirect, By Tourism and Entertainment Group LLC ("TEG LLC"))

Footnotes (2)

1. F1. On October 6, 2026, Tourism and Entertainment Group LLC, a limited liability company organized under the laws of the Republic of Uzbekistan and in which the reporting person holds over 99% ownership interest ("TEG Parent"), entered into a Share Exchange Agreement with StageWise Strategies Corp. ("STWI"), TEG SPV, LLC, a limited liability company organized under the laws of the Republic of Uzbekistan ("TEG SPV"), and Ms. Irodakhon Abduvakhitova (the "Individual Seller" and together with the TEG Parent, the "Sellers"). Pursuant to the agreement, STWI agreed to acquire 99.99999012% of the membership interests in TEG SPV from the Sellers in exchange for an aggregate of 183,098,434 shares of STWI common stock (the "Exchange Shares"), 124,506,935 of which Exchange Shares were to be issued to TEG Parent; and 58,591,499 of which Exchange Shares were to be issued to Ms. Irodakhitova (the "Share Exchange Transaction"). The Share Exchange Transaction closed on October 13, 2026.
2. F2. The shares were issued as consideration for TEG's participatory interests in TEG SPV. No cash consideration was paid, and the Share Exchange Agreement does not assign a per-share price to the shares.

Key Figures

Shares issued to Tourism and Entertainment Group LLC: 124,506,935 shares LLC post-transaction position: 128,506,935 shares Aggregate exchange shares: 183,098,434 common shares +2 more

5 metrics

Shares issued to Tourism and Entertainment Group LLC 124,506,935 shares October 13, 2026 share exchange

LLC post-transaction position 128,506,935 shares Reported following the indirect purchase

Aggregate exchange shares 183,098,434 common shares Consideration for TEG SPV membership interests

Shares issued to Ms. Irodakhon Abduvakhitova 58,591,499 shares October 13, 2026 share exchange

TEG SPV membership interests acquired 99.99999012% Acquired by StageWise Strategies Corp.

Key Terms

Share Exchange Agreement, membership interests, Exchange Shares, participatory interests

4 terms

Share Exchange Agreement financial

"entered into a Share Exchange Agreement with StageWise Strategies Corp."

A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.

membership interests technical

"99.99999012% of the membership interests in TEG SPV"

An ownership stake in a limited liability company (LLC) that represents a holder’s share of the business’s profits, losses, and decision-making power. Think of it like a slice of the company’s pie and a seat at its management table: it determines how much money the owner can receive and how much influence they have over company choices. Investors care because these interests affect returns, control, transferability, and tax treatment.

Exchange Shares financial

"the Exchange Shares"

participatory interests technical

"consideration for TEG's participatory interests in TEG SPV"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many STWI shares did Tourism and Entertainment Group LLC receive?

Tourism and Entertainment Group LLC received 124,506,935 shares, and its reported post-transaction position was 128,506,935 shares.

What did StageWise Strategies Corp. receive in the STWI share exchange?

StageWise acquired 99.99999012% of TEG SPV’s membership interests from Tourism and Entertainment Group LLC and Ms. Irodakhon Abduvakhitova in exchange for 183,098,434 common shares. The transaction closed on October 13, 2026.

Was a per-share price assigned in the STWI share exchange?

The Share Exchange Agreement did not assign a per-share price, and no cash consideration was paid.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/15/2026 - 06:30 PM EDT Accepted by SEC EDGAR 10/15/2026 - 06:30 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Artikkhodjaev Jakhongir Abidovich

(Last) (First) (Middle)

64/2 MAHTUMQULI STREET

YASHNOBOD DISTRICT

(Street)

TASHKENT 100000

(City) (State) (Zip)

UZBEKISTAN

(Country)

2. Issuer Name and Ticker or Trading Symbol
TEG OVERSEAS, INC. [ TEGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/13/2026		P		124,506,935(1)	A	(2)	128,506,935	I	By Tourism and Entertainment Group LLC ("TEG LLC")

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On October 6, 2026, Tourism and Entertainment Group LLC, a limited liability company organized under the laws of the Republic of Uzbekistan and in which the reporting person holds over 99% ownership interest ("TEG Parent"), entered into a Share Exchange Agreement with StageWise Strategies Corp. ("STWI"), TEG SPV, LLC, a limited liability company organized under the laws of the Republic of Uzbekistan ("TEG SPV"), and Ms. Irodakhon Abduvakhitova (the "Individual Seller" and together with the TEG Parent, the "Sellers"). Pursuant to the agreement, STWI agreed to acquire 99.99999012% of the membership interests in TEG SPV from the Sellers in exchange for an aggregate of 183,098,434 shares of STWI common stock (the "Exchange Shares"), 124,506,935 of which Exchange Shares were to be issued to TEG Parent; and 58,591,499 of which Exchange Shares were to be issued to Ms. Irodakhitova (the "Share Exchange Transaction"). The Share Exchange Transaction closed on October 13, 2026.

2. The shares were issued as consideration for TEG's participatory interests in TEG SPV. No cash consideration was paid, and the Share Exchange Agreement does not assign a per-share price to the shares.

	/s/ Jakhongir Abidovich Artikkhodjaev	10/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)