[Form 4] 3M Company Insider Trading Activity

Rhea-AI Filing Summary

Safe & Green Holdings Corp. (Nasdaq: SGBX) has called a virtual special meeting for 25 Aug 2025 to seek shareholder approval on three key items:

• Proposal 1 – Reverse Stock Split: Board discretion to combine shares at any ratio between 1-for-10 and 1-for-100 within one year. Main objective is to lift the bid price above Nasdaq’s US$1.00 minimum after two deficiency notices and a Hearing Panel deadline of 28 Aug 2025.
• Proposal 2 – Issuance of Series B Preferred Conversion Shares: Approval under Nasdaq Rule 5635(d) to issue all common shares underlying 60,000 newly issued Series B convertible preferred shares obtained via a warrant-for-preferred exchange completed 17 Jul 2025. Conversion price is US$0.392 per share but is capped at 19.99 % of outstanding common stock until shareholder consent is obtained.
• Proposal 3 – Adjournment: Authority to adjourn the meeting to solicit additional proxies if needed.

The record date is 11 Jul 2025 with 10,120,651 common shares outstanding. A quorum requires one-third of voting power. The board recommends voting FOR all proposals. Failure to effect the reverse split and regain compliance could lead to delisting; conversely, approval would give management flexibility to meet Nasdaq conditions but may increase dilution and market volatility for existing investors.

Positive

• Nasdaq extension secured to 28 Aug 2025, giving the company a clear compliance timeline.
• Exchange of warrants for Series B preferred removes warrant overhang and locks a fixed US$0.392 conversion price.
• Virtual meeting format allows full shareholder participation and lowers logistical costs.

Negative

• Potential 1-for-100 reverse split highlights significant share-price weakness and may harm investor perception.
• Dilution risk: Series B preferred could exceed 19.99 % of outstanding shares once approved.
• Delisting threat remains if bid price does not stay above US$1.00 for 10 consecutive days post-split.
• Wide split ratio discretion gives board broad authority with limited shareholder control over exact ratio.

Insights

Financial Analyst

TL;DR: Reverse split seeks Nasdaq compliance; new Series B preferred adds dilution risk. Net impact skews negative pending execution.

Impact assessment: The filing is impactful. SGBX must raise its bid price and obtain shareholder approval for potentially >20 % dilution within six weeks of the meeting or face delisting. Granting a 1-for-10 to 1-for-100 reverse split range signals severe price weakness; the wider the ratio selected, the stronger the negative market signal. While replacing warrants with convertible preferred simplifies the capital stack and removes warrant overhang, the low US$0.392 conversion price could flood the market with up to c.15 m new shares post-split, eroding existing ownership. Approval would give the board tools to maintain listing, preserve institutional and retail trading liquidity and possibly lower financing costs; rejection heightens delisting and liquidity risks. Overall risk-reward tilts negative until management demonstrates compliance without excessive dilution.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fitterling James R

(Last) (First) (Middle)

3M CENTER

(Street)

ST. PAUL MN 55144

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
3M CO [ MMM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/23/2025		A		305.887	A	$151.2	5,864.518(1)(2)	I	By Corporation
Common Stock								11,412.005	D
Common Stock								200	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This non-employee director has elected to defer all or a portion of compensation otherwise payable in cash or stock to a common stock equivalents account under the terms of 3M's Compensation Plan for Non-employee Directors and has no voting or investment powers with respect to such account.

2. Includes acquisition of deferred dividend reinvestment shares pursuant to 3M's Compensation Plan for Non-Employee Directors.

	Patricia L. Meagher, attorney-in-fact for James R. Fitterling	07/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why is Safe & Green Holdings (SGBX) proposing a reverse stock split?

To raise the share price above Nasdaq’s US$1.00 minimum and satisfy a 28 Aug 2025 compliance deadline.

What split ratios are being considered for SGBX?

Any ratio between 1-for-10 and 1-for-100, to be chosen by the board within one year of approval.

How many Series B preferred shares were issued and at what conversion price?

60,000 shares, each convertible at US$0.392 into common stock, subject to a 19.99 % cap until shareholder approval.

Will existing SGBX shareholders receive fractional shares after the split?

No; fractional holdings will be rounded up to the nearest whole share—no cash will be paid.

What happens if shareholders reject the proposals?

The company could fail to regain Nasdaq compliance, risking delisting and reduced liquidity.

When is the record date and meeting date for voting?

Record date: 11 Jul 2025; virtual special meeting: 25 Aug 2025 at 10 a.m. ET.