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Safe and Green Holdings Leadership and Board Elect to Receive Equity Compensation, Underscoring Confidence in Company's Future

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Safe and Green Holdings (NASDAQ: SGBX) announced on October 6, 2025 that its Board and senior executives elected to receive common stock in lieu of cash compensation, including third‑quarter board fees and executive bonuses.

CEO Mike McLaren converted a substantial portion of a note payable into Company shares and management said the move preserves cash for growth while aligning leadership interests with shareholders.

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Positive

  • Board agreed to take Q3 compensation entirely in stock
  • CEO converted a substantial portion of a note into shares
  • Company says move preserves cash for growth

Negative

  • Issuing shares in lieu of cash may dilute existing shareholders
  • No quantified percentage of dilution or share count disclosed

Insights

Leadership elected stock pay and debt conversion to preserve cash and align with shareholders.

Safe and Green Holdings leadership and board chose to receive common stock instead of cash for third‑quarter compensation and other payments, and the CEO, Mike McLaren, converted a substantial portion of a note payable into shares, per the October 6, 2025 release.

This shifts cash outflows into equity issuance and reduces near‑term cash burn while formally aligning management incentives with shareholders. The CFO, Tricia Kaelin, framed the debt conversion as strengthening the balance sheet and preserving cash for growth; those outcomes are direct results of converting liabilities and cash compensation into equity rather than cash.

Key dependencies and risks include the amount of shares issued and resulting dilution, which the disclosure does not quantify, and how much of the CEO note was converted versus remaining. Watch for forthcoming SEC filings or proxy disclosures that specify shares issued, the conversion ratio, and any changes to outstanding share count over the next reporting cycle (Q4 2025 to Q1 2026). These items determine whether the action is net neutral or dilutive to existing holders.

Decision highlights leadership's commitment to aligning with shareholders and driving sustained value creation

Miami, Florida--(Newsfile Corp. - October 6, 2025) - Safe and Green Holdings Corp. (NASDAQ: SGBX) ("Safe and Green Holdings" or the "Company"), today announced that its Board of Directors and senior executive team have elected to receive shares of the Company's common stock in lieu of cash compensation. This decision reflects the leadership team's strong conviction in the Company's mission, strategy, and long-term growth potential.

As part of this initiative, members of the Board have agreed to receive their third-quarter compensation entirely in Company stock rather than monetary payments. In addition, CEO Mike McLaren has converted a substantial portion of a note payable to him into Company shares, further aligning his interests with those of all shareholders. Finally, in lieu of bonuses and salary increases, the executive and capital markets teams have also elected to receive equity compensation.

"This decision by our Board, management team, and myself demonstrates our collective belief in the value we are building for shareholders," said Mike McLaren, CEO of Safe and Green Holdings. "We are deeply committed to the Company's mission and long-term growth strategy, and we want our compensation structure to reflect that alignment. By taking equity in place of cash, we are putting our confidence in Safe and Green Holdings' future into action."

Tricia Kaelin, CFO of Safe and Green Holdings, added, "By converting debt to equity, we further strengthen our balance sheet, and we are preserving our cash for growth by issuing shares in lieu of monetary compensation. We appreciate the support of our Board Members and their confidence in the company's strategy and the executive team's ability to execute on it."

The Company believes this move underscores a unified commitment among its leadership to driving value creation and executing on strategic initiatives.

About Safe & Green Holdings:
Safe & Green Holdings (NASDAQ: SGBX) is a diversified holding company engaged in innovative solutions across multiple sectors, including real estate, construction, healthcare, and energy. Through its subsidiaries, the Company leverages expertise and resources to create long-term value for its shareholders while maintaining a commitment to sustainability and regulatory compliance. For more information, please visit www.safeandgreenholdings.com.

Forward-Looking Statements

Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company's ability to maintain compliance with the NASDAQ listing requirements, and the other factors discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and its subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

Contact:

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269196

FAQ

What did Safe and Green Holdings (SGBX) announce on October 6, 2025?

The Board and senior executives elected to receive common stock instead of cash compensation, and the CEO converted a substantial note into shares.

How will the SGBX stock-for-compensation affect the company's cash position?

The company said issuing shares in lieu of cash preserves cash for growth and strengthens liquidity.

Did Safe and Green Holdings disclose how much dilution the SGBX share issuance will cause?

No; the announcement did not provide a share count, percentage, or quantified dilution figure.

What did CEO Mike McLaren do with his note payable to SGBX?

Mike McLaren converted a substantial portion of a note payable to him into company shares.

Does the SGBX move align leadership with shareholders?

The company said the equity compensation decision is intended to align leadership interests with shareholders.

Will SGBX continue to pay cash salaries and bonuses after this decision?

The announcement states executives and capital markets teams elected equity instead of bonuses and salary increases for this period.
Safe & Green Holdings Corp

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