StageWise Strategies owner acquires 125M shares

The exchange covered 99.99999012% of TEG SPV's membership interests, with 183,098,434 STWI shares issued to the two sellers.

Rhea-AI Filing Summary

Tourism & Entertainment Group, LLC reported purchase transactions in this Form 4 filing. StageWise Strategies Corp.'s 10% owner, Tourism & Entertainment Group, LLC, acquired 124,506,935 common shares on October 13, 2026, when the Share Exchange Transaction closed. The shares were issued as consideration for TEG's participatory interests in TEG SPV, with no cash consideration paid. Tourism & Entertainment Group, LLC held 128,506,935 shares directly after the transaction.

Insider Trade Summary

Net Buyer: 124,506,935 shares

Net Buy 1 txn

Insider Tourism & Entertainment Group, LLC

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 (Direct)

Footnotes (2)

1. F1. On October 6, 2026, the reporting person 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 reporting person, 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 the reporting person; 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 acquired: 124,506,935 shares Direct shares after transaction: 128,506,935 shares Total exchange shares: 183,098,434 shares +2 more

5 metrics

Shares acquired 124,506,935 shares STWI common shares issued to Tourism & Entertainment Group, LLC in the exchange completed October 13, 2026

Direct shares after transaction 128,506,935 shares Tourism & Entertainment Group, LLC's reported direct holdings following the transaction

Total exchange shares 183,098,434 shares Aggregate STWI common shares exchanged for TEG SPV membership interests

Shares issued to Individual Seller 58,591,499 shares STWI common shares allocated to Ms. Irodakhon Abduvakhitova

TEG SPV membership interests 99.99999012% Interests acquired from the Sellers in the Share Exchange Transaction

Key Terms

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

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.

participatory interests technical

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

Exchange Shares financial

"the Exchange Shares"

FAQ

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

How many STWI shares did Tourism & Entertainment Group, LLC acquire?

Tourism & Entertainment Group, LLC acquired 124,506,935 STWI common shares on October 13, 2026, and held 128,506,935 shares directly afterward. No Rule 10b5-1 plan is reported.

What did the STWI share exchange involve?

The agreement covered 99.99999012% of TEG SPV's membership interests, from Tourism & Entertainment Group, LLC and Ms. Irodakhon Abduvakhitova, identified as the Individual Seller. The exchange involved 183,098,434 STWI common shares: 124,506,935 to Tourism & Entertainment Group, LLC and 58,591,499 to Ms. Abduvakhitova. 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^*

Tourism & Entertainment Group, LLC

(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	D

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, the reporting person 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 reporting person, 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 the reporting person; 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/ Abduvakhitov Rustam, General Director of TEG LLC of Tourism and Entertainment Group LLC	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)