SAFE & GREEN HOLDINGS 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)

Payment of Filing Fee (Check the appropriate box):

Safe & Green Holdings Corp.

990 Biscayne Blvd., Suite 501, Office 12

Miami, Florida 33132

NOTICE OF ANNUAL SHAREHOLDERS MEETING

To Be Held Virtually via the Internet on December 29, 2025

NOTICE IS HEREBY GIVEN that the 2025 Annual Shareholders Meeting (“ASM”) of Safe & Green Holdings Corp. (the “Company”) will be held in a completely virtual format on December 29, 2025, at 1:00 P.M. Eastern Time for the following purposes:

(1) to elect the seven nominees for director named in the accompanying proxy statement to our Board of Directors, each to serve a one-year term expiring at the 2026 Annual Meeting of Shareholders and until such director’s successor is duly elected and qualified (the “Election of Directors Proposal”).

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

(3) to approve, on an advisory, non-binding basis, the compensation of our named executive officers (the “Advisory Vote on Executive Compensation Proposal”).

(4) to approve, on an advisory, non-binding basis, the frequency of the stockholder vote to approve the compensation of our named executive officers (the “Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation Proposal”).

(5) to approve, the merger pursuant to the terms of the executed Agreement and Plan of Merger between the Company and New Asia Holdings, Inc., and subsequently, the conversion of the Company’s Series A Convertible Preferred Stock, par value $1.00 (the “Preferred Stock”), into shares of the Company’s common stock, par value $0.01 per share the (the “Common Stock”), whereby each share of Series A Convertible Preferred Stock converts into fifteen (15) shares of Common Stock (the “Merger Proposal”).

(6) to approve in compliance with Nasdaq Rule 5635(d) the issuance of shares of our Common Stock, pursuant to those certain Securities Purchase Agreements, dated as of March 27, 2025, April 11, 2025, and May 29, 2025, by and between the Company and Generating Alpha Ltd., in an amount equal to or in excess of 5% of our Common Stock outstanding immediately prior to the issuance of such shares (the “Generating Alpha Issuance Proposal”).

(7) to increase the maximum number of authorized shares subject to the Company’s Stock Incentive Plan to 1,500,000 shares and to automatically increase the maximum number of authorized shares subject to the Company’s Stock Incentive Plan on January 1 st of each calendar year for a period of ten years commencing on January 1, 2026, in an amount equal to 4.5% of the number of shares of Common Stock outstanding on December 31 of the preceding calendar year (the “Incentive Plan Increase Proposal”).

(8) To amend the articles of incorporation to increase the authorized shares of common stock from 75,000,000 shares to 3,000,000,000 shares (the “Authorized Common Stock Increase Proposal”).

(9) To amend the bylaws of the Company to permit the holders of the Company’s Common Stock to take action by written consent in lieu of a meeting (the “Amendment to the Company’s Bylaws Proposal”).

(10) to approve one or more adjournments of the Annual 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 Annual 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 November 21, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Shareholders Meeting and any adjournments or postponements of the Annual Shareholders Meeting. Accordingly, only stockholders of record at the close of business on November 21, 2025, are entitled to notice of, and to vote at, the Annual Shareholders Meeting and any adjournments or postponements of the Annual Shareholders Meeting.

Your vote is important. Whether or not you expect to virtually attend the Annual 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

ANNUAL SHAREHOLDERS MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 29, 2025.

IMPORTANT NOTICE REGARDING THE VIRTUAL ANNUAL SHAREHOLDERS MEETING

The format of the virtual Annual 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 Annual Shareholders Meeting, see “About the Meeting” in this Proxy Statement.