Transglobal approves 40B authorized common shares

A holder of a majority of the voting power approved the amendment by written consent, alongside approval by the board.

Rhea-AI Filing Summary

On October 6, 2026, Transglobal Management Group, Inc. approved an amended and restated charter providing for an increase in authorized Common Stock from 20,000,000,000 shares to 40,000,000,000 shares and designating 8 of its 20,000,000 authorized Preferred Stock shares as Series B Preferred Stock. Each Series B share is convertible into 0.5% of issued and outstanding Common Stock, calculated immediately after conversion; the 8 shares represent 4% in aggregate on the restatement’s non-dilutive terms.

The restatement becomes effective upon filing with the Florida Department of State, which will occur no earlier than 20 calendar days after a definitive Information Statement is mailed to shareholders. The board and a holder of a majority of voting power approved the restatement.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Authorized Common Stock before amendment: 20,000,000,000 shares Authorized Common Stock under restatement: 40,000,000,000 shares Authorized Preferred Stock: 20,000,000 shares +4 more

7 metrics

Authorized Common Stock before amendment 20,000,000,000 shares Before the approved restatement

Authorized Common Stock under restatement 40,000,000,000 shares Provided for in the approved restatement

Authorized Preferred Stock 20,000,000 shares Total authorized Preferred Stock

Series B Preferred Stock designated 8 shares Designated from authorized Preferred Stock

Conversion percentage per Series B share 0.5% Of issued and outstanding Common Stock, calculated immediately after conversion

Aggregate Series B conversion percentage 4% For the 8 designated shares

Minimum interval before filing 20 calendar days After mailing the definitive Information Statement

Key Terms

Amended and Restated Articles of Incorporation, Series B Preferred Stock, issued and outstanding Common Stock, non-dilutive terms, +1 more

5 terms

Amended and Restated Articles of Incorporation regulatory

"approved Amended and Restated Articles of Incorporation"

A company's amended and restated articles of incorporation are an updated, single-version legal document that replaces its original founding papers to reflect changes in the company’s basic rules—like its capital structure, classes of stock, voting rights, or board arrangements. Investors care because these updates can change who controls the company, how dividends or profits are shared, or whether existing shares are diluted; think of it as an updated blueprint that can alter ownership and value.

Series B Preferred Stock technical

"designate eight (8) ... shares of Preferred Stock as Series B Preferred Stock"

Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.

issued and outstanding Common Stock technical

"0.5% of the issued and outstanding Common Stock"

Issued and outstanding common stock is the number of ordinary shares a company has created and that are currently held by outside investors (not including any shares the company has bought back and keeps in its own treasury). Think of a company as a pizza: issued and outstanding slices are the pieces distributed to people around the table — they determine each investor’s ownership share, voting power, and the basis for per‑share measures like earnings and market value, so changes affect dilution and how ownership is measured.

non-dilutive terms technical

"on the non-dilutive terms set forth in the Restatement"

written consent regulatory

"acting by written consent"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

FAQ

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

How many common shares does TMGI's approved restatement authorize?

The approved restatement provides for 40,000,000,000 authorized Common Stock shares, up from 20,000,000,000. The change becomes effective upon filing with the Florida Department of State.

What are TMGI's Series B preferred conversion terms?

Each of the 8 designated Series B Preferred Stock shares is convertible into 0.5% of issued and outstanding Common Stock, calculated immediately after conversion; the 8 shares represent 4% in aggregate on the restatement’s non-dilutive terms.

When does TMGI's charter restatement become effective?

The restatement becomes effective upon filing with the Florida Department of State, which will occur no earlier than 20 calendar days after the company mails a definitive Information Statement to shareholders.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2026

TRANSGLOBAL MANAGEMENT GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Florida	000-54163	26-2091212
(State of Other Jurisdiction	(Commission File	(IRS Employer
Of Incorporation)	Number)	Identification No.)

7901 4th Street North,, Suite 4887 St. Petersburg, Florida	33702
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 351-3021

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 6, 2026, the Board of Directors and the holder of a majority of the voting power of Transglobal Management Group, Inc. (the “Company”) approved Amended and Restated Articles of Incorporation (the “Restatement”), which (i) increase the Company’s authorized Common Stock from 20,000,000,000 shares to 40,000,000,000 shares; and (ii) designate eight (8) of the Company’s 20,000,000 authorized shares of Preferred Stock as Series B Preferred Stock. Each share of Series B Preferred Stock is convertible into one-half of one percent (0.5%) of the issued and outstanding Common Stock, calculated immediately after giving effect to the conversion, or four percent (4%) in the aggregate, on the non-dilutive terms set forth in the Restatement.

The Restatement will become effective upon filing with the Florida Department of State, which will occur no earlier than twenty (20) calendar days after the Company mails a definitive Information Statement on Schedule 14C to its shareholders. A copy of the form of Restatement is attached as Exhibit 3(i)(a) to this Current Report.

Item 5.07 Submission of Matters to a Vote of Security Holders

On October 6, 2026, the holder of a majority of the voting power of the Company’s capital stock, acting by written consent, approved the amendment and restatement of the Company’s Articles of Incorporation as described in Item 5.03 above.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
3(i)(a)	Form of Amended and Restated Articles of Incorporation of Transglobal Management Group, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Transglobal Management Group, Inc.
Date: October 6, 2026		By: /s/ Marc Angell
		Marc Angell
		Chief Executive Officer

3

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION 34.6 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB