SCHEDULE: American Ventures Group Cuts Aureus Greenway Stake Below 5%

American Ventures LLC, Series XVI AGH and affiliated entities have reduced their beneficial ownership in Aureus Greenway Holdings Inc. to 2.74% through recent share sales.

Summary

• American Ventures LLC, Series XVI AGH, and its affiliates, including Trajan Holdings LLC, collectively beneficially own 400,000 shares of Aureus Greenway Holdings Inc. common stock.
• This ownership represents 2.74% of the Issuer's outstanding common stock, based on 14,608,988 shares issued as of August 14, 2025.
• The reporting persons also hold significant warrants (AGH Warrants) for 29,885,057 shares (Common Warrants A), 29,885,057 shares (Common Warrants B), and 29,030,677 shares (Pre-Funded Warrants), none of which are currently exercisable within 60 days.
• These warrants are subject to beneficial ownership limitations (blockers) of 4.99% (or 9.99% at the holder's election).
• Series XVI AGH recently exercised Pre-Funded Warrants to acquire 125,392 shares on September 29, 2025.
• During September 2025, Series XVI AGH sold a total of 457,405 shares of common stock at prices ranging from $2.763 to $4.085 per share.
• As a result of these transactions, the reporting persons' beneficial ownership decreased by more than 1% and fell below the 5% threshold of the Issuer's outstanding common stock.

Sentiment

Score: 4

Explanation: The significant reduction in beneficial ownership and sales of shares, some at declining prices, indicate a negative short-term sentiment. However, the stated purpose of investment and potential strategic discussions provide a neutral to slightly positive long-term outlook, preventing a lower score.

Positives

• The reporting persons acquired the securities for investment purposes, indicating a strategic interest in the Issuer.
• They may engage in discussions with the Issuer's management, board, and stockholders concerning potential strategic transactions, including merger and acquisition opportunities.
• The reporting persons may facilitate discussions between the Issuer and third parties regarding potential opportunities, suggesting active involvement in value creation.

Negatives

• Series XVI AGH conducted significant sales of common stock in September 2025, totaling 457,405 shares.
• Some of these sales occurred at decreasing prices, with the lowest reported sale at $2.763 per share on September 26, 2025.
• The aggregate beneficial ownership of the reporting persons decreased by more than 1% and fell below the 5% reporting threshold, which could be perceived as a reduction in conviction or a strategic divestment.

Risks

• The AGH Warrants, representing a substantial number of potential shares, are not currently exercisable within 60 days.
• The AGH Warrants are subject to beneficial ownership limitations (blockers) of 4.99% (or 9.99%), which could restrict the full exercise of these warrants and limit the reporting persons' ability to increase their stake significantly.
• Discussions with third parties regarding potential strategic transactions are ongoing, but there are currently no definitive agreements, meaning these opportunities may not materialize.

Future Outlook

The reporting persons acquired their securities for investment purposes and may engage in discussions with Aureus Greenway Holdings Inc.'s management, board, and stockholders regarding potential strategic transactions, including mergers and acquisitions. They may also facilitate discussions between the Issuer and third parties for such opportunities. While they are in discussions with third parties that could lead to these actions, there are currently no definitive agreements.

Industry Context

NA

Stakeholder Impact

• Shareholders of Aureus Greenway Holdings Inc. may react to a significant investor group reducing its stake below the 5% threshold, potentially influencing market perception and share price.
• The stated intention to engage in strategic discussions could signal potential future corporate actions, which may impact all stakeholders depending on the nature of these actions.

Next Steps

• Engage in discussions with Aureus Greenway Holdings Inc.'s management, board of directors, stockholders, and other interested parties concerning potential strategic transactions.
• Make introductions or facilitate discussions between the Issuer and third parties regarding potential merger and acquisition opportunities.
• Continue to review and consider other investment opportunities based on various factors, including the Issuer's financial position, share price, market conditions, and general economic/industry conditions.

Key Dates

Recommendation

The reporting persons have significantly reduced their stake in Aureus Greenway Holdings Inc., falling below the 5% threshold, which could signal a waning conviction or a strategic portfolio adjustment. However, they still hold a substantial number of shares and warrants, and explicitly state an investment purpose that includes potential strategic transactions and M&A discussions. This mixed signal suggests a 'hold' position, awaiting further clarity on their strategic intentions or the Issuer's response to potential corporate actions.

Keywords

Aureus Greenway Holdings Inc., American Ventures LLC, Schedule 13D, beneficial ownership, common stock, warrants, share sales, investment, strategic transactions, SEC filing