SAFE & GREEN HOLDINGS CORP.

DEF 14A 1 ea0241844-04.htm DEFINITIVE PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 To

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

SAFE & GREEN HOLDINGS CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Safe & Green Holdings Corp.

990 Biscayne Blvd., Suite 501, Office 12

Miami, Florida 33132

NOTICE OF SPECIAL SHAREHOLDERS MEETING OF STOCKHOLDERS

To Be Held Virtually via the Internet on August 25, 2025

NOTICE IS HEREBY GIVEN that the 2025 Special Shareholders Meeting (“ASM”) of Safe & Green Holdings Corp. (the “Company”) will be held in a completely virtual format on August 25, 2025, at 10:00 A.M. Eastern Time for the following purposes:

(1) to grant discretionary authority to our board of directors to (i) amend our articles of incorporation to combine outstanding shares of our Common Stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-ten (1-for-10) to a maximum of a one-for-one hundred (1-for-100), with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”)

(2) to authorize, for purposes of complying with Nasdaq listing rule 5635(d), the issuance of the Conversion Shares pursuant to the Series B Preferred Stock, including the issuance of all of the Conversion Shares in excess of 19.99% of the issued and outstanding Common Stock on July 17, 2025 (the “Issuance Proposal”)

(3) to approve one or more adjournments of the Special Shareholders Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Proposals listed hereinabove, if there are not sufficient votes at the Special Shareholders Meeting to approve and adopt the Proposals listed hereinabove (the “Adjournment Proposal”)

The Proxy Statement accompanying this notice describes each of these items of business in detail. The Board of Directors has fixed the close of business on July 11, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at the Special Shareholders Meeting and any adjournments or postponements of the Special Shareholders Meeting. Accordingly, only stockholders of record at the close of business on June 9, 2025, are entitled to notice of, and to vote at, the Special Shareholders Meeting and any adjournments or postponements of the Special Shareholders Meeting.

Your vote is important. Whether or not you expect to virtually attend the Special Shareholders Meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return the proxy card so that your shares may be represented at the meeting.

By Order of the Board of Directors,

/s/ Michael McLaren

Michael McLaren

Chairman of the Board

Miami, Florida

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SPECIAL SHAREHOLDERS MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 25, 2025.

IMPORTANT NOTICE REGARDING THE VIRTUAL SPECIAL SHAREHOLDERS MEETING

The format of the virtual Special Shareholders Meeting ensures that stockholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting, using online tools to ensure stockholder access and participation. For more information about the virtual Special Shareholders Meeting, see “About the Meeting” in this Proxy Statement.