Jeff Foster gains voting control of Transglobal Management Group (TMGI) via preferred share transfer

Rhea-AI Filing Summary

Transglobal Management Group, Inc. reported a change in control driven by a transfer of preferred shares between two insiders. On June 15, 2026, Kelly Kirchhoff assigned sixty-one shares of the Company’s Series A Preferred Stock to Jeff Foster under an Assignment Agreement and Irrevocable Stock Transfer Power.

Before the transaction, Kirchhoff beneficially owned 133 Series A Preferred shares and Foster owned 67. Afterward, Foster holds 128 shares and Kirchhoff holds 72, together representing all issued and outstanding Series A Preferred Stock. These preferred shares carry voting rights sufficient to control shareholder matters, so voting control shifted from Kirchhoff to Foster. Despite this shift, there were no changes to officers or directors: Foster remains President and Chairman, and Kirchhoff remains Chief Executive Officer and a director.

Insights

Corporate governance analyst

Control shifts to Jeff Foster via preferred share transfer, with management structure unchanged.

Transglobal Management Group disclosed that Jeff Foster acquired additional Series A Preferred Stock from Kelly Kirchhoff, giving Foster a larger share of the class that controls shareholder voting, including director elections. The mechanics use an Assignment Agreement and Irrevocable Stock Transfer Power dated June 15, 2026.

The Series A Preferred Stock provides voting rights sufficient to control matters submitted to shareholders. After the transfer, Foster beneficially owns 128 preferred shares versus Kirchhoff’s 72, and together these represent all outstanding shares of this class. This rebalances effective control from Kirchhoff to Foster without altering the overall capital structure described.

The filing states there were no changes to officers or directors tied to this transaction. Foster continues as President and Chairman, while Kirchhoff remains Chief Executive Officer and a director. Future company direction will depend on how Foster uses this voting control, but the excerpt does not outline any specific strategic or operational changes.

8-K Event Classification

2 items: 5.01, 9.01

2 items

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares transferred: 61 shares Foster preferred holdings after: 128 shares Kirchhoff preferred holdings after: 72 shares +3 more

6 metrics

Shares transferred 61 shares Series A Preferred Stock transferred from Kirchhoff to Foster on June 15, 2026

Foster preferred holdings after 128 shares Series A Preferred Stock beneficially owned after transaction

Kirchhoff preferred holdings after 72 shares Series A Preferred Stock beneficially owned after transaction

Foster preferred holdings before 67 shares Series A Preferred Stock beneficially owned prior to transfer

Kirchhoff preferred holdings before 133 shares Series A Preferred Stock beneficially owned prior to transfer

Total Series A Preferred outstanding 200 shares All issued and outstanding Series A Preferred Stock after transaction

Key Terms

Series A Preferred Stock, Assignment Agreement, Irrevocable Stock Transfer Power, voting control, +1 more

5 terms

Series A Preferred Stock financial

"shares of the Company's Series A Preferred Stock to Jeff Foster for valuable consideration"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

Assignment Agreement legal

"entered into an Assignment Agreement pursuant to which he transferred sixty-one"

Irrevocable Stock Transfer Power legal

"an Irrevocable Stock Transfer Power, each dated June 15, 2026"

voting control financial

"As a result of the transaction, voting control of the Company shifted"

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

false 0001434601 0001434601 2026-06-15 2026-06-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): June 15, 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 5.01. Changes in Control of Registrant

On June 15, 2026, Kelly Kirchhoff entered into an Assignment Agreement pursuant to which he transferred sixty-one (61) shares of the Company's Series A Preferred Stock to Jeff Foster for valuable consideration. Prior to the transaction, Mr. Kirchhoff beneficially owned one hundred thirty-three (133) shares of the Company's Series A Preferred Stock and Mr. Foster beneficially owned sixty-seven (67) shares of the Company's Series A Preferred Stock. Following the transaction, Mr. Foster beneficially owns one hundred twenty-eight (128) shares of Series A Preferred Stock and Mr. Kirchhoff beneficially owns seventy-two (72) shares of Series A Preferred Stock, together constituting all of the issued and outstanding Series A Preferred Stock of the Company. Pursuant to the rights and preferences of the Series A Preferred Stock, ownership thereof provides the holders with voting rights sufficient to control matters submitted to shareholders, including the election of directors. As a result of the transaction, voting control of the Company shifted from Mr. Kirchhoff to Mr. Foster. Following the transaction, Mr. Foster possesses voting control of the Company. There were no changes to the Company's officers or directors in connection with the transaction. Mr. Foster continues to serve as the Company’s President and Chairman of the Board of Directors, and Mr. Kirchhoff continues to serve as the Company’s Chief Executive Officer and as a member of the Board of Directors. The transaction was effected pursuant to an Assignment Agreement and an Irrevocable Stock Transfer Power, each dated June 15, 2026. Except for the consideration paid by Mr. Foster to Mr. Kirchhoff, no funds were borrowed or otherwise obtained for the purpose of acquiring control of the Company.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

10.1	Assignment Agreement dated June 15, 2026, by and between Kelly Kirchhoff and Jeff Foster.
10.2	Irrevocable Stock Transfer Power dated June 15, 2026, executed by Kelly Kirchhoff in favor of Jeff Foster.
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: June 18, 2026		By: /s/ Kelly L. Kirchhoff
		Kelly L. Kirchhoff
		Chief Executive Officer

3

FAQ

What change in control did Transglobal Management Group (TMGI) disclose?

Transglobal Management Group disclosed that voting control shifted from Kelly Kirchhoff to Jeff Foster after a transfer of Series A Preferred Stock. These preferred shares carry voting rights sufficient to control shareholder matters, so Foster’s increased holdings now give him effective control over key corporate decisions.

How many Series A Preferred shares do Jeff Foster and Kelly Kirchhoff now hold at TMGI?

After the transaction, Jeff Foster beneficially owns 128 shares of Series A Preferred Stock and Kelly Kirchhoff owns 72 shares. Together these 200 shares constitute all issued and outstanding Series A Preferred Stock, the class that carries controlling voting rights for shareholder matters.

Did Transglobal Management Group (TMGI) change its officers or directors in this control shift?

No board or officer changes occurred in connection with the control shift. Jeff Foster continues as President and Chairman of the Board, while Kelly Kirchhoff remains Chief Executive Officer and a director, so day-to-day leadership roles and titles remain the same.

What agreements documented the change in control at Transglobal Management Group (TMGI)?

The transfer of Series A Preferred Stock was documented through an Assignment Agreement and an Irrevocable Stock Transfer Power, both dated June 15, 2026. These agreements formalized Kelly Kirchhoff’s transfer of 61 preferred shares to Jeff Foster for valuable consideration between the parties.

Did Jeff Foster borrow funds to acquire control of Transglobal Management Group (TMGI)?

The company states that, apart from the consideration paid by Jeff Foster to Kelly Kirchhoff, no funds were borrowed or otherwise obtained to acquire control. This means the shift in voting control was financed directly between the two individuals involved in the transaction.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 ASSIGNMENT AGREEMENT 4.8 KB
• EX-10.2 IRREVOCABLE STOCK TRANSFER POWER 8.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB