Safe & Green (NASDAQ: SGBX) adjourns 2025 shareholder meeting to Jan 28

Rhea-AI Filing Summary

Safe & Green Holdings Corp. reported that its 2025 Annual Meeting of Stockholders, convened on January 14, 2026, was adjourned because there were not enough shares present or represented by proxy to constitute a quorum. No business was conducted at this session.

The meeting is scheduled to reconvene virtually on January 28, 2026 at 1:00 p.m. Eastern Time to vote on the same proposals described in the proxy statement filed on December 19, 2025. The record date remains the close of business on November 21, 2025, and proxies already submitted will be voted at the reconvened meeting unless properly revoked. The company will continue soliciting proxies and has issued a press release about the adjournment, filed as Exhibit 99.1.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 14, 2026

SAFE & GREEN HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38037		95-4463937
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1207, Building C N FM 3083 Rd E

Conroe, TX 77304

(Address of Principal Executive Offices, Zip Code)

(Former name or former address, if changed since last report.)

Registrant’s telephone number, including area code: 646-240-4235

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.01		SGBX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On January 14, 2026, at 1:00 p.m. Eastern time, Safe & Green Holdings Corp. (the “Company”) convened its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At that time, there were not present or represented by proxy a sufficient number of shares of the Company’s common stock to constitute a quorum. Accordingly, the Company adjourned the Annual Meeting without any business being conducted. The adjourned meeting will reconvene virtually on January 28, 2026, at 1:00 P.M. Eastern Time, to vote on the proposals described in the proxy statement filed with the Securities and Exchange Commission (“SEC”) on December 19, 2025. The close of business on November 21, 2025, will continue to be the record date for the determination of stockholders of the Company entitled to vote at the reconvened Annual Meeting.

During the period of the adjournment, the Company will solicit proxies from its stockholders with respect to the proposals set forth in the Company’s proxy statement. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned meeting unless properly revoked.

No changes have been made to the proposals to be voted on by stockholders at the Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC remain unchanged and can be obtained free of charge at the SEC’s website at www.sec.gov.

On January 15, 2026, the Company issued a press release announcing the adjournment of the Annual Meeting. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
99.1		Press Release dated January 14, 2026
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

1

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: January 14, 2026	By:	/s/ Michael McLaren
		Name: Michael McLaren
		Title: Chief Executive Officer

2

FAQ

Why did Safe & Green Holdings Corp. (SGBX) adjourn its 2025 annual meeting?

The 2025 Annual Meeting was adjourned because there were not enough shares of common stock present or represented by proxy to constitute a quorum, so no business could be conducted.

When will Safe & Green Holdings Corp.’s 2025 annual meeting reconvene?

The adjourned 2025 Annual Meeting is scheduled to reconvene virtually on January 28, 2026, at 1:00 p.m. Eastern Time.

What is the record date for voting at Safe & Green Holdings Corp.’s reconvened annual meeting?

The record date remains the close of business on November 21, 2025, which determines which stockholders are entitled to vote at the reconvened Annual Meeting.

Do previously submitted proxies for SGBX still apply to the reconvened meeting?

Yes. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned meeting unless they are properly revoked.

Have any proposals for Safe & Green Holdings Corp.’s 2025 annual meeting changed?

No. The company states that no changes have been made to the proposals to be voted on, and the proxy statement and related materials remain unchanged.

Did Safe & Green Holdings Corp. issue a press release about the annual meeting adjournment?

Yes. The company issued a press release on January 15, 2026 announcing the adjournment, which is filed as Exhibit 99.1 and incorporated by reference.