Safe & Green Development Corp. Files 8-K on Director/Officer Changes

TL;DR

SGMD filed an 8-K detailing director/officer changes and votes - watch for leadership impact.

AI Summary

Safe & Green Development Corp. filed an 8-K on September 30, 2025, reporting on events from September 29, 2025. The filing covers the departure and election of directors, appointment of officers, and compensatory arrangements. It also includes information on matters submitted to a vote of security holders and financial statements/exhibits.

Why It Matters

This 8-K filing indicates potential shifts in the company's leadership and governance structure, which could impact strategic direction and operational oversight.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine corporate events and does not indicate immediate financial distress or significant operational changes.

Key Players & Entities

• Safe & Green Development Corp. (company) — Registrant
• September 29, 2025 (date) — Earliest event reported
• September 30, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 100 Biscayne Blvd., #1201 Miami, FL 33132 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 SGD The Nasdaq Stock Market LLC I

Filing Documents

• ea0259436-8k_safe.htm (8-K) — 49KB
• ea025943601ex10-1_safe.htm (EX-10.1) — 7KB
• 0001213900-25-093977.txt ( ) — 224KB
• sgd-20250929.xsd (EX-101.SCH) — 3KB
• sgd-20250929_lab.xml (EX-101.LAB) — 33KB
• sgd-20250929_pre.xml (EX-101.PRE) — 22KB
• ea0259436-8k_safe_htm.xml (XML) — 4KB

02. Departure

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 29, 2025, Safe and Green Development Corporation (the " Company ") held its 2025 Annual Meeting of Stockholders (the " 2025 Annual Meeting "). At the 2025 Annual Meeting, the Company's stockholders approved an amendment (the " Plan Increase Amendment ") to the Company's 2023 Incentive Compensation Plan (the " 2023 Plan ") to increase the number of shares of Common Stock available for awards under the 2023 Plan by 1,200,000 shares from 289,859 shares to 1,489,859 shares. A summary of the material terms of the 2023 Plan is incorporated herein by reference from pages 40-46 of the Company's definitive proxy statement on Schedule 14A for the 2025 Annual Meeting, as filed with the Securities and Exchange Commission (the " SEC ") on September 9, 2025 (the " Proxy Statement "). The Plan Increase Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

07. Submission of Matters to a Vote

Item 5.07. Submission of Matters to a Vote of Security Holders. At the 2025 Annual Meeting , the stockholders voted on seven proposals, each of which is listed below and described in more detail in the Company's Proxy Statement. With respect to each proposal, holders of the Company's Common Stock were entitled to cast one vote per share of Common Stock held as of the close of business on the record date of July 31, 2025 (the " Record Date "). On the record date there were 3,264,625 shares of the Company's Common Stock issued and outstanding and entitled to vote at the 2025 Annual Meeting. The following are the final results of voting on each of the proposals presented at the 2025 Annual Meeting: Proposal 1 — Election of Directors Proposal The stockholders elected each of Anthony M. Cialone, John Scott Magrane and David Villarreal to serve as a Class II director until the 2028 Annual Meeting of Stockholders, based on the votes below: For Withheld Broker Non-Votes Anthony M. Cialone 869,096 191,657 53,796 John Scott Magrane 865,324 195,429 53,796 David Villarreal 869,448 191,305 53,796 Proposal 2 — Auditor Ratification Proposal The stockholders ratified the appointment of M&K CPAS PLLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, based on the votes below: Votes For Votes Against Abstentions Broker Non-Votes 955,297 4,018 155,234 — Proposal 3 — Reverse Stock Split Proposal The stockholders approved an amendment to the Amended and Restated Certificate of Incorporation, as amended (the " Certificate of Incorporation ") to, at the discretion of the Company's Board of Directors (the " Board "), effect a reverse stock split with respect to the Company's issued and outstanding 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 "

01. Financial

Item 9.01. Financial (d) Exhibits . Exhibit No. Description 10.1 Amendment to the Safe and Green Development 2023 Incentive Compensation Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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 and Green Development Corporation Dated: September 30, 2025 By: /s/ Nicolai Brune Name: Nicolai Brune Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR