Safe & Green Development Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

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

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Safe and Green Development Corporation

100 Biscayne Blvd., Suite 1201

Miami, Florida 33132

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELDON SEPTEMBER 29, 2025

September 8, 2025

To the Stockholders of Safe and Green Development Corporation:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Safe and Green Development Corporation, a Delaware corporation (the “Company”). The meeting will be held on September 29, 2025 at 10:00 a.m. Eastern Time at the offices of Blank Rome LLP, 1271 Avenue of the Americas, 16 th Floor, New York, New York 10020. The purpose of the 2025 Annual Meeting and the matters to be acted on are stated below in this Notice of Annual Meeting of Stockholders. The Board of Directors of the Company (the “Board”) knows of no other business that will come before the 2025 Annual Meeting.

At the 2025 Annual Meeting, stockholders will vote on the following matters:

(1) to elect the three (3) nominees for Class II director named in the accompanying proxy statement to the Board, each to serve a three-year term expiring at the 2028 annual meeting of stockholders and until such director’s successor is duly elected and qualified (the “Election of Director Proposal” or “Proposal 1”)

(2) to ratify the appointment of M&K CPAS PLLC as our independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal” or “Proposal 2”);

(3) to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, (the “Certificate of Incorporation”), in substantially the form attached to the accompanying proxy statement as Annex A, to, at the discretion of the Board, effect a reverse stock split with respect to the Company’s issued and outstanding common stock, par value $0.001 per share (“Common Stock”), at a ratio of 1-for-5 to 1-for-20 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement (the “Reverse Stock Split Proposal” or “Proposal 3”);

(4) to approve an amendment to the Company’s Certificate of Incorporation, in substantially the form attached to the accompanying proxy statement as Annex B, to, at the discretion of the Board, increase the number of authorized shares of Common Stock from 100,000,000 to 500,000,000 (the “Authorized Increase Proposal” or “Proposal 4”):

(5) to approve an amendment to the Company’s 2023 Incentive Compensation Plan (the “2023 Plan”), in substantially the form attached to the accompanying proxy statement as Annex C, to increase the number of shares of Common Stock that will be available for awards under the 2023 Plan by 1,200,000 shares to 1,489,859 shares (the “2023 Plan Amendment Proposal” or “Proposal 5”);

(6) to approve the issuance of an aggregate of 9,041,182 shares of Common Stock to the prior members of Resource Group US Holdings LLC (“Resource Group”), including up to 9,000,000 shares of Common Stock issuable upon conversion of 1,500,000 shares of the Company’s Series A Convertible Preferred Stock

issued to the members of Resource Group at the closing of the acquisition of Resource Group, in order to comply with Listing Rule 5635(d) of Nasdaq (“Rule 5635(d)”), which requires shareholder approval prior to the issuance of securities in a transaction other than a public offering (A) when the issuance (i) constitutes voting power in excess of 20% of the outstanding voting power prior to the issuance or (ii) is or will be in excess of 20% of the outstanding Common Stock prior to the issuance, and (B) is below the Minimum Price (as defined in Rule 5635(d)) (the “Resource Group Proposal” or “Proposal 6”). and

(7) to approve an adjournment of the 2025 Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Reverse Stock Split Proposal, the Authorized Increase Proposal, the 2023 Plan Amendment Proposal and/or the Resource Group Proposal (the “Adjournment Proposal” or “Proposal 7”); and

(8) to transact such other business as may properly come before the 2025 Annual Meeting or any adjournments or postponements of the 2025 Annual Meeting.

The matters listed in this notice of meeting are described in detail in the accompanying proxy statement. The Board has fixed the close of business on July 31, 2025 as the record date (the “Record Date”) for determining those stockholders who are entitled to notice of and to vote at the 2025 Annual Meeting or any adjournment or postponement of the 2025 Annual Meeting. The list of the stockholders of record as of the Record Date will be made available for inspection at the 2025 Annual Meeting for the ten days preceding the meeting at the Company’s offices located at 100 Biscayne Blvd., Suite 1201, Miami, Florida 33132 during ordinary business hours for any purpose germane to the 2025 Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELDON SEPTEMBER 29, 2025.

The proxy materials together with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), which is not a part of our proxy solicitation materials, are being mailed or made available to the stockholders of record on or about September 8, 2025. This Notice of Annual Meeting of Stockholders, the proxy statement and our 2024 Annual Report are available athttp://www.astproxyportal.com/ast/29297/.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE 2025 Annual MEETING, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY SUBMITTING YOUR PROXY VIA THE INTERNET OR TELEPHONE OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY MATERIALS. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) AND SUCH MATERIALS WILL BE SENT TO YOU BY CONTACTING THE CORPORATE SECRETARY, SAFE AND GREEN DEVELOPMENT CORPORATION, 100 BISCAYNE BLVD., SUITE 1201, MIAMI, FLORIDA 33132, OR BY PHONE AT (904) 496-0027.

On behalf of the Board and the employees of Safe and Green Development Corporation, we thank you for your continued support and look forward to speaking with you at the 2025 Annual Meeting.

By order of the Board of Directors,

/s/ David Villarreal

David Villarreal

Chief Executive Officer and Director