Aureus Greenway Holdings Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number:001-42507 Aureus Greenway Holdings Inc.(Exact name of registrant as specified in its charter) (State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 2995 Remington BoulevardKissimmee, Florida 34744(Address of principal executive office)(Zip code) (407) 344 4004(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class:Trading Symbol(s)Name of each exchange on which registered:Common Stock, par value $0.001 per shareAGHThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None(Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Actfrom their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ As of December 31, 2025, the last business day of the registrant’s most recently completed fourth fiscal quarter, the aggregate market valueof the common stock outstanding held by non-affiliates of the registrant, computed by reference to the closing sales price for the commonstock of $3.15, as reported on the Nasdaq Capital Market, was approximately $26.7 million. As of March 31, 2026 there were 20,254,682 of the registrant’s shares of common stock issued and outstanding. ITEM 1.Business2ITEM 1A.Risk Factors14ITEM 1B.Unresolved Staff Comments14ITEM 1C.Cybersecurity14ITEM 2.Properties15ITEM 3.Legal Proceedings15ITEM 4.Mine Safety Disclosures15 ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities16ITEM 6.Reserved17ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations17ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk29ITEM 8.Financial Statements and Supplementary Data29ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure29ITEM 9A.Controls and Procedures29ITEM 9B.Other Information31ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections31 PART III ITEM