Safe & Green Holdings CORP. 8-K Filing

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 SGBX The Nasdaq Stock Market LLC
• $3,500,000 — e price for the acquisition of Giant is $3,500,000 (the "Purchase Price"). The transaction
• $5,000,000 — g customers and business pipeline, with $5,000,000 of contracts currently under contract a
• $22,500,000 — rently under contract and approximately $22,500,000 in projects under contract review, awai
• $1,000,000 — urchase Price to the Seller as follows: $1,000,000 paid to the Seller in cash at closing;
• $750,000 — paid to the Seller in cash at closing; $750,000 paid to the Seller via the issuance of
• $0 — common stock of the Company, par value $0.01, in an agreed share price such that
• $1,750,000 — 000 shares of Company common stock; and $1,750,000 paid to the Seller via the issuance of
• $250,000 — ng January 1, 2026, at a base salary of $250,000 per year and a potential bonus based on

Filing Documents

• ea0270326-8k_safe.htm (8-K) — 32KB
• ea027032601ex10-1_safe.htm (EX-10.1) — 345KB
• ea027032601ex10-2_safe.htm (EX-10.2) — 49KB
• 0001213900-25-123494.txt ( ) — 667KB
• sgbx-20251218.xsd (EX-101.SCH) — 3KB
• sgbx-20251218_lab.xml (EX-101.LAB) — 33KB
• sgbx-20251218_pre.xml (EX-101.PRE) — 22KB
• ea0270326-8k_safe_htm.xml (XML) — 4KB

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets On December 18, 2025 (the "Effective Date"), Safe & Green Holdings Corp. (the "Company") entered into a stock purchase agreement (the "Stock Purchase Agreement") with Daniel Kroft (the "Seller") to acquire one hundred percent (100%) of the issued and outstanding securities of Giant Group America Inc. ("Giant"), which operates, through its wholly-owned subsidiary, Giant Containers Inc. (the "Subsidiary"), as a designer and seller of innovative modular shipping container buildings. The purchase price for the acquisition of Giant is $3,500,000 (the "Purchase Price"). The transaction includes the acquisition of Giant's existing customers and business pipeline, with $5,000,000 of contracts currently under contract and approximately $22,500,000 in projects under contract review, awaiting approval, or in the proposal phase. Pursuant to the Stock Purchase Agreement, the Company will pay the Purchase Price to the Seller as follows: $1,000,000 paid to the Seller in cash at closing; $750,000 paid to the Seller via the issuance of shares of common stock of the Company, par value $0.01, in an agreed share price such that the Seller shall be issued 215,000 shares of Company common stock; and $1,750,000 paid to the Seller via the issuance of a promissory note in favor of Seller (the "Promissory Note") paid via quarterly installment payments over twenty-four months commencing on April 15, 2026 and ending April 15, 2028. Pursuant to the Stock Purchase Agreement, the Company will hire Daniel Kroft as its VP of Business Development starting January 1, 2026, at a base salary of $250,000 per year and a potential bonus based on the performance of the Company's' modular construction projects business unit post-closing. The Stock Purchase Agreement contains customary representations and warranties for this type of transaction. The Seller has agreed to customary restrictive covenants including non-competition, non-circumventi

Forward-Looking Statements

Forward-Looking Statements Information contained in this communication, other than statements of historical facts, may include "forward-looking" statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include all statements, other than statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business, including statements with respect to our plans, assumptions, expectations, beliefs and objectives, the Company's business and its plans after the closing of the acquisition, and the Company's ability to maintain its Nasdaq listing. Readers are cautioned that any forward-looking information provided by us or on our behalf is not a guarantee of future performance. Actual results may differ materially from those contained in these forward-looking our Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent Quarterly Reports on Form 10-Q. All forward-looking whether as a result of new information, future events or otherwise, except to the extent required by law.

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit Number Description 10.1 Stock Purchase Agreement, dated December 18, 2025, between Safe & Green Holdings Corp. and Daniel Kroft 10.2 Promissory Note, dated December 18, 2025, issued by Safe & Green Holdings Corp. in favor of Daniel Kroft 104 Cover Page Interactive Data File (embedded within the inline XBRL document) 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SAFE & GREEN HOLDINGS CORP. Dated: December 19, 2025 By: /s/ Michael McLaren Name: Michael McLaren Title: Chief Executive Officer 2

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