8-K
Global Asset Management Group, Inc. (GAMG)
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): March 4, 2026
_____________________________________________________________
| GLOBAL ASSET MANAGEMENT GROUP, INC. | ||
|---|---|---|
| Wyoming | 0-08962 | 84-1641415 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
51 Monroe Street, Suite 1505
Rockville, MD 20852
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (240) 398-8319
_____________________________________________________________
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: NONE
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 2.01 Completion of Acquisition or Disposition of Assets.
Acquisition of AMT Management LLC
On March 4, 2026, the Company completed a Share Exchange Agreement pursuant to which the Company acquired 100% of the issued and outstanding membership interests of AMT Management LLC (“AMT”), a Washington, D.C.-based property management company. The transaction was completed in accordance with the executed Share Exchange Agreement and related documents attached as Exhibits hereto.
Under the terms of the agreement, the Company acquired all membership interests of AMT in exchange for 200,000 shares of GAMG common stock. The shares issued are duly authorized, fully paid, and non-assessable, and carry the same rights and privileges as all other outstanding shares of GAMG common stock.
AMT Management LLC will operate as a wholly owned subsidiary of the Company and will oversee the management and expansion of the Company’s Washington, D.C. area multifamily real estate assets. The acquisition strengthens the Company’s vertically integrated real estate strategy by bringing property management operations in-house, enhancing operational efficiencies, and supporting long-term asset value creation.
As part of the transaction, Michael Taylor has been appointed as Owner’s Representative and Manager of the LLC for the Company. In this role, he will oversee the growth and expansion of AMT and supervise property management personnel responsible for day-to-day operations.
Employment Agreement – Michael Taylor
The Company has entered into an Executive Employment Agreement with Michael Taylor to serve as the Owner’s Representative and Manager of AMT. Mr. Taylor’s compensation structure reflects the Company’s long-term, shareholder-aligned philosophy. Under the five-year initial employment term (with renewal provisions), base compensation is structured entirely through Non-Qualified Stock Options (NQSOs) issued under GAMG’s equity incentive plan and increasing incrementally as the managed portfolio grows. Severance provisions, if applicable, are likewise structured in equity-based NQSOs, reinforcing long-term value alignment. This structure ensures that executive compensation is directly tied to the Company’s share performance and growth trajectory.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Share Exchange Agreement with AMT Management LLC dated March 4, 2026 |
| 10.2 | Executive Employment Agreement with Michael Taylor |
| 99.1 | Press Release related to the acquisition of AMT Management LLC |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
| 2 | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBAL ASSET MANAGEMENT GROUP, INC. | ||
|---|---|---|
| Dated: March 9, 2026 | By: | /s/ John Murray |
| Name: | JOHN MURRAY | |
| Title: | President | |
| 3 | ||
| --- |
kens_ex101.htm EXHIBIT 10.1
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of the 2^nd^day of March, 2026, by and among GLOBAL ASSET MANAGEMENT GROUP, INC., a Wyoming corporation ("GAMG"), and AMT MANAGEMENT LLC, a Limited Liability Company organized pursuant to the Laws of the District of Columbia ("AMT"), and MICHAEL TAYLOR, the Sole Member and Manager of AMT.
In consideration of the premises and the mutual terms and provisions set forth in this Agreement, the parties hereto agree as follows:
ARTICLE ONE
ACQUISITION AND EXCHANGE OF SHARES
Section 1.1. Acquisition of the AMT Membership Interests. Subject to the terms and conditions hereof, on the Closing Dale (as hereinafter defined), MICHAEL TAYLOR, agrees to assign, transfer, deliver and convey unto GAMG, and GAMG agrees to acquire from MICHAEL TAYLOR ONE MEMBERSHIP INTEREST IN AMT, representing 100% of the issued and outstanding Membership Interests of AMT.
Section 1.2. Exchange of Shares: Nomination and Endorsement Agreement
(a) In exchange for the transfer of the AMT Membership Interest, on the Closing Date, GAMG agrees to issue to MICHAEL TAYLOR, subject to the terms and conditions hereof, TWO HUNDRED THOUSAND (200,000) shares of GAMG Common Stock. When exchanged, the shares issued to the Selling Shareholder shall be duly authorized and validly issued, fully paid and non-assessable, and not issued in violation of any preemptive rights.
(b) The shares of GAMG Common Stock issued to MICHAEL TAYLOR in connection herewith (the "Common Shares") shall, once issued, have the same dividend rights, conversion rights, voting powers, preferences, priorities and other special rights and powers as all other issued and outstanding shares of GAMG Common Stock.
Section 1.3. Exchange Procedures: Surrender of Certificates.
On the Closing Date, MICHAEL TAYLOR shall surrender to GAMG, or its duly authorized designee, possession of all certificates representing the AMT Membership Interest, endorsed in blank or accompanied by duly executed stock powers effectively transferring the AMT Membership Interest to GAMG. Thereupon, GAMG shall issue, in the name of MICHAEL TAYLOR, certificates representing the Common Shares of GAMG.
Section 1.4. The Closing. The closing of the transactions contemplated hereunder (the "Closing") shall take place at GAMG’s principal executive office on or before March 4, 2026, or at such other date, time or place upon which the parties may mutually agree (the "Closing Date").
Section 1.5. Actions At Closing.
At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others:
(a) MICHAEL TAYLOR shall deliver the following documents to GAMG:
(1) A certificate signed by an authorized officer of AMT stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing;
(2) A copy of the resolutions duly adopted by the Sole Member of AMT authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date; and
(3) Certificates representing the Membership Interest in AMT registered in the name of GAMG.
(b) GAMG shall deliver the following documents to MICHAEL TAYLOR:
(1) A certificate signed by an authorized officer of GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing;
(2) A copy of the resolutions duly adopted by the Board of Directors of GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of GAMG;
(3) The certificates representing the GAMG Shares, issued in the name of MICHAEL TAYLOR.
ARTICLE TWO
REPRESENTATIONS AND WARRANTIES OF AMT AND MICHAEL TAYLOR
Section 2.1. Company Organization and Membership Interest.
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(a) AMT is a Limited Liability Company duly organized, validly existing and in good standing under the law of the District of Columbia with full power and authority to carry on its business as now being conducted.
(b) There is ONE Membership Interest issued and outstanding, and registered in the name of MICHAEL TAYLOR.
(c) The Membership Interest being issued to GAMG hereunder, when so issued in accordance with the terms of this Agreement, will be validly issued and outstanding, fully paid and non-assessable.
Section 2.2. Authorization. On the Closing Date, (i) there will be no provision in AMT’s Articles of Organization or in its By-Laws, as amended, which prohibits or limits AMT’s ability to consummate the transactions contemplated hereby, (ii) AMT shall have the right, power and authority to enter into this Agreement and to consummate all of the transactions and fulfill all of the obligations contemplated hereby and (iii) the execution and delivery of this Agreement and the due consummation by AMT of the transactions contemplated hereby will have been duly authorized by all necessary Company Action by the Sole Member. This Agreement constitutes a legal, valid and binding agreement of AMT enforceable against in accordance with its terms.
Section 2.3. No Conflict or Violation. Subject to the fulfillment of all of the conditions set forth in Article Five hereof, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby in accordance herewith, nor compliance by AMT with any of the provisions hereof will result in, as of the Closing Date: (i) a violation of or a conflict with any provision of AMT’s Articles of Organization or By-Laws, (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which AMT is a party, or an event which, with the giving of notice, lapse of time, or both, would result in any such breach, (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law, or order, judgment, writ, injunction, decree or award, or an event which, with the giving of notice, lapse of time, or both, would result in any such violation, or (iv) any person having the right to enjoin, rescind or otherwise prevent or impede the transactions contemplated hereby or to obtain damages from AMT or to obtain any other judicial or administrative relief as a result of any transaction carried out in accordance with the provisions of this Agreement.
Section 2.4. Litigation and Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of AMT or MICHAEL TAYLOR, threatened which challenges the validity of this Agreement or the transactions contemplated hereby, or otherwise seeks to prevent, directly or indirectly the consummation of such transactions.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES OF GAMG
Section 3.1. Corporate Organization. GAMG is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming with full power and authority to carry on its business as it is now being conducted.
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Section 3.2. Authorization. GAMG has full right, power and authority to enter into this Agreement and to consummate or cause to be consummated all of the transactions and to fulfill all of the obligations contemplated hereby The execution and delivery of this Agreement and the due consummation by GAMG of the transactions contemplated hereby have been duly authorized by all necessary corporate action of the Board of Directors of GAMG. This Agreement constitutes a legal, valid and binding agreement of GAMG enforceable against GAMG in accordance with its terms.
Section 3.3. No Conflict or Violation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby nor compliance by GAMG with any of the provisions hereof will result in: (i) a violation of or a conflict with any provision of the Articles of Incorporation or By-Laws of GAMG (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which GAMG is a party, or an event which, with the giving of notice, lapse of time, or both, would result in any such breach, (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law, or order, judgment, writ, injunction, decree or award, or an event which, with the giving of notice, lapse of time, or both, would result in any such violation, or (iv) any person having the right to enjoin, rescind or otherwise prevent or impede the transactions contemplated hereby or to obtain damages from GAMG or to obtain any other judicial or administrative relief as a result of any transaction carried out in accordance with the provisions of this Agreement.
Section 3.4. Litigation and Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of GAMG, threatened which challenges the validity of this Agreement or the transactions contemplated hereby, or otherwise seeks to prevent, directly or indirectly, the consummation of such transactions.
Section 3.5. The GAMG Shares, when issued, will be free and clear of any claims, lien, charges, encumbrances or other restrictions or commitments of any nature whatsoever.
ARTICLE FOUR
AGREEMENTS OF PARTIES
Section 4.1. Agreements of GAMG.
(a) GAMG shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to MICHAEL TAYLOR and use reasonable efforts to prevent or promptly remedy the same.
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(b) GAMG shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof.
(c) GAMG agrees that MICHAEL TAYLOR shall retain full use of the name “AMT” and GAMG shall have no right to limit MICHAEL TAYLOR using the name “AMT” for any other businesses.
(d) GAMG agrees that if AMT is ever sold, that MICHAEL TAYLOR shall receive twenty percent (20%) of any net proceeds, after paying off any debts, taxes, fees, or other closing costs.
Section 4.2. Agreements of AMT and MICHAEL TAYLOR.
(a) AMT and MICHAEL TAYLOR shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to GAMG and use reasonable efforts to prevent or promptly remedy the same.
(b) AMT and MICHAEL TAYLOR shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof.
ARTICLE FIVE
CONDITIONS PRECEDENT TO THE EXCHANGE
Section 5.1. Conditions to the Obligations of GAMG. GAMG's obligations to effect the exchange shall be subject to the satisfaction (or waiver by AMT) of the following conditions prior to or on the Closing Date:
(a) The representations and warranties made by GAMG in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date;
(b) AMT shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement;
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and
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(d) All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, the approval by the Sole Member of AMT shall have been obtained.
(e) GAMG shall have received all executed documents required to be received from AMT on or prior to the Closing Date; all in form and substance reasonably satisfactory to GAMG.
Section 5.2. Conditions to the Obligations of AMT. AMT’s obligations to effect the exchange shall be subject to the satisfaction (or waiver by GAMG) of the following conditions prior to or on the Closing Date:
(a) The representatives and warranties made by GAMG in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date;
(b) GAMG shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement;
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and
(d) All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, approval by the Board of Directors and Shareholders of GAMG or before the Closing Date shall have been obtained.
(e) AMT shall have received all executed documents required to be received from GAMG on or prior to the Closing Date; all in form and substance reasonably satisfactory to AMT.
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ARTICLE SIX
TERMINATION OR ABANDONMENT
Section 6.1. Mutual Agreement. This Agreement may be terminated by the mutual written consent of the parties at any time prior to the Closing Date, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained.
Section 6.2. Breach of Agreements. In the event there is a material breach in any of the representations and warranties or agreements of AMT or GAMG, which breach is not cured within thirty (30) days after notice to cure such breach is given by the non-breaching party, then the non- breaching party, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previous obtained, may terminate and cancel this Agreement by providing written notice of such action to the other party hereto.
Section 6.3. Failure of Conditions. In the event any of the conditions to the obligations of either party are not satisfied or waived as specified in Article Five hereof, and if any applicable cure period provided in Section 6.2 hereof has lapsed, then the party for whose benefit such conditions were imposed may, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained, terminate and cancel this Agreement by delivery of written notice of such action to the other party on such date.
ARTICLE SEVEN
MISCELLANEOUS PROVISIONS
Section 7.1. Notices. Any notice or other communication shall be in writing and shall be deemed to have been given or made on the date of delivery in the case of hand delivery, or three (3) business days after deposit in the United States Registered Mail, postage prepaid, or upon receipt if transmitted by facsimile telecopy or any other means, addressed (in any case) as follows:
(a) if to GAMG:
Global Asset Management Group, Inc.
51 Monroe Street, Suite 1505
Rockville, MD
Attention: Mr. Richard Balles
with electronic copies to:
Rich@gamg.us
John@gamg.us
Erik@gamg.us
and
(b) if to MICHAEL TAYLOR
Michael Taylor
3540 Crain Hwy., Suite 677
Bowie, MD 20716
with electronic copies to:
or to such other address as any party may from time to time designate by notice to the others.
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Section 7.2. Liabilities. In the event that this Agreement is terminated pursuant to the provisions of Section 6.2 or Section 6.3 hereof on account of a breach of any of the representations and warranties set forth herein or any breach of any of the agreements set forth herein or any failure of conditions precedent to the exchange herein contained, then the non-breaching party or the party for whose benefit such conditions were imposed shall be entitled to recover appropriate damages from the breaching party; provided, however, that notwithstanding the foregoing. in the event this Agreement is terminated by reason of a failure of a condition precedent set forth in Sections 5.1(c) or (d), or Sections 5.2(c) or (d), no party hereto shall have any liability to any other party for costs, expenses, damages or otherwise.
Section 7.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and cancels any and all prior discussions, negotiations, undertakings and agreements between the parties relating to the subject matter hereof.
Section 7.5. Headings and Captions. The captions of Articles and Sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
Section 7.6. Waiver. Amendment or Modification. The conditions of this Agreement which may be waived may only be waived by notice to the other party waiving such condition. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. This Agreement may not be amended or modified except by a written document duly executed by the parties hereto.
Section 7.7. Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; (c) "or" is not exclusive; and (d) words in the singular may include the plural and in the plural include the singular
Section 7.8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument.
Section 7.9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns, including any successor by merger, reorganization or acquisition of substantially all the assets of a party hereto. There shall be no third party beneficiaries hereof.
Section 7.10. Governing Law; Assignment. This Agreement shall be governed by the law of the State of Wyoming. This Agreement may not be assigned by either of the parties hereto.
Section 7.11. Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is, as to such jurisdiction, ineffective to the extent of any such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof, or affecting the validity enforceability or legality of such provision in any other jurisdiction, unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable.
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IN WITNESS WHEREOF, the undersigned have set their hand on the date first above written.
| GLOBAL ASSET MANAGEMENT GROUP, INC. | |
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| By: | /s/ JOHN MURRAY |
| | JOHN MURRAY, President | | AMT MANAGEMENT LLC | | | By: | /s/ MICHAEL TAYLOR |
| | MICHAEL TAYLOR, individually, and as<br> <br>sole member and Manager of AMT Management, LLC |
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kens_ex102.htm EXHIBIT 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
Property Management Executive
This Executive Employment Agreement ("Agreement") is entered into as of 3-3-2026, by and between Global Asset Management Group, Inc. ("GAMG"), and Michael Taylor (the "Executive").
The parties acknowledge that Executive is concurrently contributing certain real estate assets to GAMG pursuant to a separate equity exchange transaction, and that the long-term nature of this Agreement is intended to align Executive’s interests with the long-term growth and value creation objectives of GAMG.
1. Position and Duties
1.1 Title. Executive shall serve as an Owner’s Representative for GAMG.
1.2 Duties. Executive shall oversee the growth and expansion of AMT Management LLC (the "Company"), a property management company and wholly owned subsidiary of GAMG, for the purpose of managing GAMG’s Washington DC Area multi-family real estate assets. This shall include the hiring and overseeing of appropriate management and personnel who will oversee day-to-day property management operations. Executive shall report to the President of GAMG or such other officer as designated by the Board.
1.3 Standard of Performance. Executive shall perform duties in good faith, with reasonable care, and in the best interests of the Company and GAMG.
2. Term of Employment
2.1 Initial Term. The initial term shall be five (5) years commencing on the effective date.
2.2 Renewal. Following the initial term, this Agreement shall automatically renew for successive two (2) year terms, up to a maximum aggregate term of fifteen (15) years, unless either party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. Any renewal beyond fifteen (15) years shall require express approval of the GAMG Board of Directors.
3. Compensation
3.1 Base Compensation shall be $150,000 per year for up to 500 units under management (“UUM”). The salary increases by $30,000 for every additional 100 UUM, not to exceed $375,000 without express written approval of the GAMG Board of Directors.
Compensation shall be paid solely in the form of Non-Qualified Stock Options ("NQSOs") to acquire shares of GAMG common stock issued pursuant to GAMG’s Form S-8 registered equity incentive plan.
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The number of NQSOs granted and the exercise price shall be based on the thirty (30) trading-day volume-weighted average price (VWAP) of GAMG common stock immediately preceding the grant date.
4. Equity Incentives
Equity incentives may be granted at the sole discretion of the GAMG Board and are not guaranteed.
5. Benefits and Expenses
Executive shall receive standard senior management benefits and reimbursement of reasonable business expenses in accordance with Company policy.
6. Termination
6.1 Termination for Cause. The Company may terminate immediately for Cause, with no severance. Cause shall be defined as illegal acts and gross negligence. No severance shall be payable if termination occurs within ninety (90) days following a material breach by the Executive.
6.2 Termination Without Cause. In the event of termination without Cause, Executive shall be entitled to a severance award payable solely in the form of NQSOs issued under GAMG’s Form S-8 plan.
The severance amount shall equal the lesser of (i) three times the Executive’s current annual compensation, or (ii) the equivalent of $750,000 in NSQOs valued using the thirty (30) trading-day VWAP immediately preceding the grant date.
Severance NQSOs shall vest ratably over twelve (12) months following termination.
6.3 Voluntary Resignation. Executive may resign with 60 days’ notice. No severance payable.
7. Change in Control
No automatic vesting or severance shall occur unless approved by the Board.
8. Restrictive Covenants
8.1 Confidentiality. Executive shall maintain confidentiality during and after employment.
8.2 Non-Competition. Six (6) months post-termination, limited to jurisdictions where the Company operates excluding the Washington DC metro area.
8.3 Non-Solicitation. Twelve (12) months post-termination.
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9. Intellectual Property
All work product created during employment shall be the exclusive property of the Company and GAMG.
10. Dispute Resolution
Any dispute shall be resolved by binding arbitration in Maryland.
11. Governing Law
This Agreement shall be governed by the laws of the State of Maryland.
12. Entire Agreement
This Agreement supersedes all prior agreements and may be amended only by written Board-approved agreement.
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SIGNATURES
AMT Management LLC
| By: | /s/ Michael Taylor |
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| Name: | |
| Title: | |
| Michael Taylor |
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| /s/ Michael Taylor |
Global Asset Management Group, Inc.
| /s/ John Murray |
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| John Murray |
| President |
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kens_ex991.htm EXHIBIT 99.1
GAMG COMPLETES ACQUISITION OF AMT MANAGEMENT LLC AND APPOINTS MICHAEL TAYLOR AS PROPERTY MANAGEMENT EXECUTIVE
Strategic Share Exchange Expands GAMG’s Washington, D.C. Multifamily Platform and Aligns Long-Term Leadership Through Equity-Based Compensation Structure
Rockville, Maryland – March 4, 2026 – Global Asset Management Group, Inc. (OTC: GAMG) (“GAMG” or the “Company”) today announced the completion of a Share Exchange Agreement pursuant to which GAMG acquired 100% of the issued and outstanding membership interests of AMT Management LLC (“AMT”), a Washington, D.C.-based property management company. The transaction was completed in accordance with the executed Share Exchange Agreement and related documents.
Under the terms of the agreement, GAMG acquired all membership interests of AMT in exchange for 200,000 shares of GAMG common stock. The shares issued are duly authorized, fully paid, and non-assessable, and carry the same rights and privileges as all other outstanding shares of GAMG common stock.
Strategic Expansion of Property Management Platform
AMT Management LLC will operate as a wholly owned subsidiary of GAMG and will oversee the management and expansion of GAMG’s Washington, D.C. area multifamily real estate assets. The acquisition strengthens GAMG’s vertically integrated real estate strategy by bringing property management operations in-house, enhancing operational efficiencies, and supporting long-term asset value creation.
As part of the transaction, Michael Taylor has been appointed as Owner’s Representative for GAMG. In this role, he will oversee the growth and expansion of AMT and supervise property management personnel responsible for day-to-day operations.
Long-Term Equity Alignment
Mr. Taylor’s compensation structure reflects GAMG’s long-term, shareholder-aligned philosophy. Under the five-year initial employment term (with renewal provisions), base compensation is structured entirely through Non-Qualified Stock Options (NQSOs) issued under GAMG’s equity incentive plan and increasing incrementally as the managed portfolio grows. Severance provisions, if applicable, are likewise structured in equity-based NQSOs, reinforcing long-term value alignment.
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This structure ensures that executive compensation is directly tied to GAMG’s share performance and growth trajectory.
Transaction Highlights
| · | Acquisition of 100% of AMT Management LLC |
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| · | 200,000 GAMG common shares issued in exchange |
| · | Establishment of AMT as a wholly owned subsidiary |
| · | Five-year executive employment term with equity-based compensation |
| · | Expansion of GAMG’s vertically integrated multifamily real estate strategy in the Washington, D.C. market |
Forward-Looking Strategy
GAMG continues to pursue a disciplined acquisition and vertical integration strategy across real estate, asset management, and related operating platforms. The addition of AMT enhances the Company’s ability to manage, expand, and optimize multifamily assets in core metropolitan markets.
About Global Asset Management Group, Inc.
Global Asset Management Group, Inc. is a publicly traded diversified holding company focused on strategic acquisitions and operational growth across multiple sectors. The Company is dedicated to disciplined expansion, strong governance, and delivering long- term value for its shareholders through thoughtful capital allocation and operational execution.
Investor Relations Contact:
Global Asset Management Group, Inc.
51 Monroe Street, Suite 1505
Rockville, MD
Email: info@gamg.us
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