[Form 4] Aureus Greenway Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Aureus Greenway Holdings Inc. (AGH) – Form 4 insider transaction: On 07/25/2025, Chief Executive Officer, Director and 10% owner Chi-Ping Cheung executed two sales through his wholly owned entity, Chrome Fields Asset Management LLC.

• Common stock: 2,000,000 shares sold (Code S) at $0.975 per share, trimming indirect holdings to 2,352,000 shares. The sale accounts for roughly 46% of his prior common-stock position and totals about $1.95 million.
• Series A preferred: 4,000,000 shares disposed at $0.01 each, eliminating all preferred ownership.

Following the transactions, Cheung remains an insider with indirect ownership of 2.352 million common shares but no preferred shares. The sizeable divestiture by the company’s top executive may raise investor concerns about insider sentiment and near-term valuation pressure, while the exit from preferred shares modestly simplifies AGH’s capital structure.

Positive

• Preferred stock fully eliminated, marginally simplifying AGH’s capital structure and removing class-based preference risk.

Negative

• CEO & 10% owner sold 2,000,000 common shares (~46% of stake), a potentially bearish insider signal.
• All 4,000,000 Series A preferred shares disposed, indicating complete exit from that security class by the top executive.

Insights

Financial Analyst

TL;DR: CEO sold 46% of his AGH common shares & all preferred—signal skews negative.

The magnitude of the sale (2 MM common shares) and full divestiture of preferred equity are material given Cheung’s dual role as CEO and 10% owner. Proceeds of ≈$1.95 MM suggest liquidity-motivated selling rather than routine diversification. Remaining 2.352 MM common shares keep him above the 10% threshold but insider alignment has weakened. No derivative activity was reported, so hedging isn’t evident. Investors often interpret large Code S sales by senior insiders as a bearish indicator, particularly for micro-cap issuers where leadership credibility is pivotal.

Corporate Governance Expert

TL;DR: Significant insider sale heightens governance-related scrutiny.

Cheung’s disposal of nearly half his common stake and his full preferred stake alters insider ownership dynamics. While sales were disclosed promptly, the concentration of authority (CEO, Director, major holder) amplifies the governance signal: reduced financial exposure may dilute management’s incentive alignment with minority shareholders. Conversely, elimination of preferred holdings removes a potential class-based conflict, marginally improving capital-structure simplicity.

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).

1. Name and Address of Reporting Person^*

Cheung ChiPing

(Last) (First) (Middle)

2995 REMINGTON BLVD,

(Street)

KISSIMMEE, FL 34744

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aureus Greenway Holdings Inc [ AGH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

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

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

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

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	07/25/2025	07/25/2025	S		2,000,000	D	$0.975	2,352,000	I	By Chrome Fields Asset Management LLC(1)
Series A Preferred Stock	07/25/2025	07/25/2025	S		4,000,000	D	$0.01	0	I	By Chrome Fields Asset Management LLC(1)

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. As of July 28, 2025, Chrome Fields Asset Management LLC, a company owned and controlled by ChiPing Cheung, owned 2,352,000 shares of common stock and 0 shares of series A preferred stock of the Issuer.

	/s/ ChiPing Cheung	07/29/2025
	** 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.
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FAQ

How many AGH common shares did CEO Chi-Ping Cheung sell?

He disposed of 2,000,000 common shares on 07/25/2025.

At what price were the AGH common shares sold?

The sale price was $0.975 per share.

What is Cheung’s remaining AGH common-stock holding after this transaction?

He indirectly holds 2,352,000 common shares through Chrome Fields Asset Management LLC.

Did the insider keep any AGH Series A preferred stock?

No. All 4,000,000 preferred shares were disposed; post-transaction balance is zero.

Why is a large insider sale considered negative for investors?

Substantial insider selling can signal reduced confidence in future performance and may apply short-term price pressure.

What roles does Chi-Ping Cheung hold at Aureus Greenway Holdings?

He is Chief Executive Officer, Director, and a 10% owner of AGH.