[Form 4] GOLD ROCK HOLDINGS, INC. Insider Trading Activity

Rhea-AI Filing Summary

Marcus Daley, a director, CEO and 10% owner of Gold Rock Holdings, Inc. (GRHI), reported a sale of 12,242,307 shares of common stock under a Code G transaction. The form shows Amount of Securities Beneficially Owned Following the reported transaction as 152,790,212 shares. The filing lists a transaction date of 09/22/2025 in Table I while the "Date of Earliest Transaction" field shows 09/22/2024. The report is signed by Marcus Daley on 09/24/2025. No derivative transactions or prices are disclosed in Table II.

Positive

• Continued substantial ownership: Reporting person retains 152,790,212 shares after the reported disposition, indicating sustained alignment with shareholders

Negative

• Large disposal: Reporting person sold 12,242,307 shares, which is a sizable transaction in absolute terms
• Inconsistent dates and missing price: The form shows 09/22/2025 in Table I and 09/22/2024 as the "Date of Earliest Transaction," and no per-share price is disclosed, limiting clarity

Insights

Corporate Governance Expert

TL;DR: Significant insider sale recorded while reporting holder retains a large residual stake; date fields show inconsistencies.

The Form 4 documents a substantial disposal of 12.24 million common shares by Marcus Daley, who remains a major holder with 152.79 million shares after the sale. The filing explicitly lists the Table I transaction date as 09/22/2025 and the "Date of Earliest Transaction" as 09/22/2024, which is an internal inconsistency that should be clarified by the company. No price per share is reported for the disposed shares and Table II contains no derivative activity. For governance reviewers, the materiality stems from the size of the sale relative to insider holdings and the need for clear, consistent reporting dates.

Securities Analyst

TL;DR: Insider disposed a meaningful block but preserved significant ownership; missing price and date mismatch limit market impact assessment.

The filing shows a Code G sale of 12,242,307 shares with zero price disclosed in Table I and leaves the reporter owning 152,790,212 shares. Code G typically indicates a sale pursuant to a rule 10b5-1 trading plan or similar placing of shares into a plan; however, the Form does not include explanatory detail beyond the transaction code. Absence of price information and conflicting transaction dates (09/22/2025 vs 09/22/2024) constrain quantitative assessment of proceeds and timing. Impact to investors depends on context not provided in this Form 4.

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

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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^*

Daley Marcus

(Last) (First) (Middle)

2214 TEMPLE VIEW DRIVE

(Street)

PROVO UT 84604

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLD ROCK HOLDINGS, INC. [ GRHI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2024

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; Par Value $0.001	09/22/2025		G		12,242,307	D	$0	152,790,212	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:

	/s/ Marcus Daley	09/24/2025
	** 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.
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.

FAQ

What did Marcus Daley report on the Form 4 for GRHI?

The Form 4 reports a Code G disposition of 12,242,307 common shares and shows 152,790,212 shares owned following the transaction.

When is the transaction dated in the filing for GRHI Form 4?

Table I lists the transaction date as 09/22/2025 while the "Date of Earliest Transaction" field lists 09/22/2024; the report is signed on 09/24/2025.

Does the Form 4 disclose the sale price per share for the disposed GRHI shares?

No. The Table I entry shows a price of $0 in the price column and no additional price details are provided in the filing.

Are there any derivative transactions reported by Marcus Daley in this filing?

No. Table II contains no reported derivative securities, exercisable dates, or related amounts.

What is Marcus Daley's relationship to Gold Rock Holdings (GRHI)?

He is reported as a Director, CEO, and a 10% owner of the issuer.