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Safe & Green (NASDAQ: SGBX) to receive $2M in EDI settlement

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Safe & Green Holdings Corp. entered into a $2,000,000 settlement agreement with EDI International PC to resolve ongoing litigation in California. The case had already resulted in a jury verdict and a December 20, 2024 judgment in favor of the company, along with an award of $1,046,231 in attorneys’ fees and $111,006.62 in costs on May 28, 2025. Under the settlement, EDI will pay the company $2,000,000 no later than October 15, 2025, subject to exchange of executed documents and tax/payee information. After receiving full payment, the company will file an acknowledgement of full satisfaction of judgment, both sides will dismiss all appeals with prejudice, and each party will release all claims against the other except for obligations under the settlement.

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Insights

Settlement brings $2M cash in and closes a multi-claim lawsuit.

Safe & Green Holdings Corp. has executed a settlement with EDI International PC under which EDI will pay $2,000,000 to the company. This follows a jury verdict and a December 20, 2024 judgment in the company’s favor on several causes of action, plus court-awarded attorneys’ fees of $1,046,231 and costs of $111,006.62 on May 28, 2025.

The agreement provides clear payment timing: EDI must pay by the later of 30 days from August 27, 2025 or seven business days after receiving the executed settlement and required tax/payee information, but in any case no later than October 15, 2025, assuming full execution. This points to an expected near-term cash inflow, while also eliminating uncertainty and further expense from ongoing appeals.

Once the payment is made in full, the company will acknowledge full satisfaction of judgment, and both parties will dismiss all appeals with prejudice, each bearing its own appellate costs. The mutual release of claims, limited only by the obligations to perform under the settlement, effectively closes this dispute and shifts focus away from litigation toward core operations, with actual impact depending on the company’s overall scale and cash needs as described in future filings.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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): September 11, 2025

  

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)

 

990 Biscayne Blvd.

#501, Office 12

Miami, FL 33132

(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 1.01 Entry into a Material Definitive Agreement.

  

On September 11, 2025 (the “Effective Date”), Safe & Green Holdings Corp. (the “Company”), executed a settlement agreement (the “Settlement”) with EDI International PC (“EDI”) to resolve pending litigation between EDI and the Company (the “Litigation”). The Litigation is currently pending before the Superior Court of California, County of Los Angeles (Case No. 19STCV21725) alleging causes of action for (1) Intentional Interference with Economic Advantage, (2) Negligent Interference with Economic Advantage, (3) Intentional Interference with Contractual Relations, (4) Professional Negligence, (5) Breach of Contract, (6) Express Indemnity, and (7) Implied Indemnity.

 

The case was tried before a jury and on November 15, 2024, the jury returned a verdict in favor of the Company on the second, fourth, fifth, and sixth causes of action. On December 20, 2024, judgment was entered in favor of the Company. On May 28, 2025, the court awarded the Company attorneys’ fees in the amount of $1,046,231 and costs in the amount of $111,006.62.

 

Per the Settlement, EDI will pay the Company the sum of $2,000,000 within the later of: (a) thirty (30) days from August 27, 2025, or (b) seven (7) business days after EDI receives (i) a fully executed, mutually acceptable copy of the Settlement Agreement, (ii) a W-9 form from the Company, and (iii) complete payee information from the Company; however, in any event, payment shall be made no later than October 15, 2025, assuming all parties have fully executed, mutually acceptable settlement agreement.

 

Under the terms of the Settlement, within seven (7) business days after the Company receives payment in full accordance with the terms of the Settlement, the Company shall serve and file an acknowledgement of satisfaction of judgment in full. Additionally, within seven (7) business days after the parties receive a fully executed copy of this Settlement, the parties shall execute and file a stipulated request for dismissal with prejudice of all appeals, with each party bearing their own costs on appeal.

 

Under the terms of the Settlement, EDI and the Company each agree to waive and release any and all claims against the other, except with respect to each party’s performance under the Settlement. The foregoing descriptions of the Settlement is qualified in its entirety by reference to the full text of the Settlement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety by reference.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit
Number
  Description
10.1   Settlement Agreement, executed on September 11, 2025, by and between Safe & Green Holdings Corp. and EDI International PC
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: September 17, 2025 By: /s/ Michael McLaren
    Name: Michael McLaren
    Title: Chief Financial Officer

 

2

 

FAQ

What litigation did Safe & Green Holdings Corp. (SGBX) settle with EDI International PC?

The settlement resolves litigation in the Superior Court of California, County of Los Angeles (Case No. 19STCV21725), which included claims such as intentional and negligent interference with economic advantage, intentional interference with contractual relations, professional negligence, breach of contract, express indemnity, and implied indemnity. A jury had previously returned a verdict in favor of Safe & Green Holdings Corp. on several of these claims, and judgment was entered for the company on December 20, 2024.

How much will Safe & Green Holdings Corp. (SGBX) receive under the settlement with EDI?

Under the settlement agreement, EDI International PC will pay Safe & Green Holdings Corp. a total of $2,000,000. This payment is in addition to prior court awards of $1,046,231 in attorneys’ fees and $111,006.62 in costs that were granted to the company on May 28, 2025.

When is the $2,000,000 settlement payment to Safe & Green Holdings Corp. due?

The $2,000,000 payment from EDI is due on the later of: (a) 30 days from August 27, 2025, or (b) seven business days after EDI receives a fully executed, mutually acceptable settlement agreement, the company’s W-9 form, and complete payee information. In any event, payment must be made no later than October 15, 2025, assuming all parties have fully executed the settlement.

What happens after Safe & Green Holdings Corp. receives the settlement payment from EDI?

Within seven business days after receiving payment in full under the settlement, Safe & Green Holdings Corp. must serve and file an acknowledgement of full satisfaction of judgment. In addition, within seven business days after all parties receive a fully executed copy of the settlement, both sides will execute and file a stipulated request for dismissal with prejudice of all appeals, with each party bearing its own costs on appeal.

Do Safe & Green Holdings Corp. (SGBX) and EDI release future claims under the settlement?

Yes. Under the settlement, EDI International PC and Safe & Green Holdings Corp. each agree to waive and release any and all claims against the other. The only exception is each party’s rights and obligations related to performance under the settlement agreement itself.

Where can investors find the full text of Safe & Green Holdings Corp.’s settlement with EDI?

The complete settlement agreement is filed as Exhibit 10.1, titled "Settlement Agreement, executed on September 11, 2025, by and between Safe & Green Holdings Corp. and EDI International." It is incorporated by reference in the company’s current report.