Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Resignations of Chief Executive Officer, Chairman and Director

On January 28, 2026, effective January 29, 2026, ChiPing Cheung tendered his resignation as Chief Executive Officer, President and a director of the board (the "Board") of directors of Aureus Greenway Holdings Inc. (the "Company"). The resignation of Mr. Cheung was not a result of any disagreement with the Company's operations, policies or procedures. Concurrently with his resignation from the Company, Mr. Cheung was appointed as Chief Executive Officer of Chrome Field I, Inc., and Chrome Field II, Inc., wholly-owned subsidiaries of the Company, effective January 29, 2026.

On January 28, 2026, effective January 29, 2026, Stephen Ching Ping Cheung tendered his resignation as Chairman of the Board and a director of the Board. The resignation of Mr. Cheung was not a result of any disagreement with the Company's operations, policies or procedures. Concurrently with his resignation from the Company, Mr. Stephen Ching Ping Cheung was appointed as a director of Chrome Field I, Inc. and Chrome Field II, Inc., effective January 29, 2026.

The resignations of ChiPing Cheung and Stephen Ching Ping Cheung have been approved by the nominating and corporate governance committee of the Board and the Board.

Appointment of Interim Chief Executive Officer

On January 28, 2026, the Board, upon the recommendation of the nominating and corporate governance committee of the Board, appointed Mr. Matthew J. Saker as interim Chief Executive Officer of the Company, effective January 29, 2026. Mr. Saker will continue to serve as a director of the Company and has vacated the position as chair of the compensation committee of the Board.

Matthew J. Saker, is a senior vice president in CBRE's global advisory & transaction services group where he has been employed since 2003, with more than 23 years of experience with CBRE (formerly Insignia ESG). Prior to joining CBRE, Mr. Saker served as vice president at Peter Elliot & Co. from 1997 to April 2002. Mr. Saker obtained his bachelor of science degree in business & economics from St. Joseph's University in 1985 and his master of science degree in real estate development from the School of Architecture, Planning & Preservation at Columbia University in 1991.

Appointment of Independent Director - Christopher Schraft

On January 28, 2026, the Board, upon the recommendation of the nominating and corporate governance committee of the Board, appointed Christopher Schraft as an independent director of the Company and as chair of the compensation committee of the Board, a member of the nominating and corporate governance committee of the Board, and a member of the audit committee of the Board, each effective January 29, 2026.

The Board has determined that Christopher Schraft is independent within the meaning of Nasdaq Listing Rule 5605(a)(2).

Christopher Schraft, brings more than 25 years of experience leading revenue and go-to-market organizations and driving commercial growth and transformation across AI-driven enterprise software, technology, and global media organizations. Mr. Schraft currently serves as President, North America at Afiniti, an enterprise AI software company (full-time), where he is responsible for revenue performance, enterprise commercial execution, forecasting discipline, and organizational alignment. At Afiniti, he has pursued, secured, and top-managed high-value enterprise accounts and led the revenue organization, including revenue strategy, growth planning, and go-to-market execution across North America. Earlier in his career, Mr. Schraft held senior executive positions with responsibility for large public business units, including full P&L leadership, enterprise sales and marketing, and digital transformation initiatives in evolving markets. Mr. Schraft obtained his B.S. in Marketing from Plymouth State University in 1988 and an MBA from NYU Stern School of Business in 2006.