Safe & Green Holdings (NASDAQ: SGBX) enters $3M Conroe, Texas property agreement

Rhea-AI Filing Summary

Safe & Green Holdings Corp., through its wholly owned subsidiary Olenox Corp, agreed to buy a real estate property in Conroe, Texas, for $3,000,000. The Conroe Property includes office and warehouse space and is being purchased from Charles E Webb Jr Family Partnership LTD.

The deal is explicitly contingent on Olenox obtaining a third-party loan secured by the property for $2,400,000 with a term of at least 20 years, an initial interest rate not above 8.000%, and payments based on at least a 20‑year amortization period. Olenox is required to deposit $30,000 as earnest money and has already entered into a commercial lease for the property, with $4,000 of monthly lease payments credited toward the purchase price at closing.

Under the lease, Olenox must provide a $20,000 security deposit and maintain commercial general liability insurance of at least $2,000,000, naming the seller as an additional insured. Olenox will take occupancy on September 26, 2025 and has the option to extend the closing for up to 24 months.

Insights

Real estate and corporate finance analyst

Safe & Green commits to a contingent $3M Texas property purchase with lease-back bridge terms.

The company, via Olenox Corp, is entering a $3,000,000 purchase of office and warehouse space in Conroe, Texas, subject to securing a $2,400,000 property loan with at least a 20-year term and an initial rate capped at 8.000%. This structure concentrates financing risk on obtaining long-term, fixed‑rate debt that meets specific terms before the acquisition can close.

Interim occupancy is handled through a commercial lease where Olenox takes possession on September 26, 2025, pays a $20,000 security deposit, and gains a credit of $4,000 of monthly lease payments toward the purchase price. An earnest money deposit of $30,000 and required $2,000,000 liability insurance increase near‑term cash and coverage obligations, while a closing extension option of up to 24 months offers timing flexibility if financing or operational needs evolve.

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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 25, 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 25, 2025, Olenox Corp (“Olenox”), a wholly owned subsidiary of Safe & Green Holdings Corp. (the “Company”), entered into a Purchase Agreement with Charles E Webb Jr Family Partnership LTD (the “Seller”), pursuant to which Olenox will purchase certain real property located at 1207 N FM 3083 Rd, Conroe, Texas, which includes office space and warehouse space (the “Conroe Property”), for a purchase price of $3,000,000. The purchase of the Conroe Property is explicitly contingent upon Olenox obtaining a third-party loan secured by the Conroe Property in the amount of $2,400,000 for not less than 20 years with an initial interest rate not to exceed 8.000% and payments calculated on an amortization period of no less than 20 years.

Pursuant to the terms of the Purchase Agreement, Olenox will take occupancy September 26, 2025. Olenox has the option to extend the closing of the transaction for up to 24 months. Olenox has executed a commercial lease (the “Lease”) with the Seller for the interim period between the execution of the Purchase Agreement and the closing of the transaction. $4,000 of the lease payments per month will be credited to the sales price at closing.

Pursuant to the terms of the Purchase Agreement, Olenox must deposit $30,000 as earnest money not later than 3 days after the effective date of the Purchase Agreement. Pursuant to the terms of the Lease, Olenox must pay a $20,000 security deposit with the Seller, which may be applied by the Seller to any amounts owed by Olenox under the Lease. Olenox shall maintain in full force and effect from an insurer authorized to operate in Texas, commercial general liability insurance naming Seller as an additional insured with policy limits on an occurrence basis with a minimum amount of $2,000,000.

The foregoing descriptions of the Purchase Agreement and the Lease are qualified in their entirety by reference to the full text of the Purchase Agreement and the Lease, copies of which are attached hereto as Exhibit 10.1 and 10.2, and are incorporated herein in their entirety by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
10.1		Purchase Agreement, dated September 25, 2025, by and between Olenox Corp and Charles E Webb Jr Family Partnership LTD
10.2		Commercial Lease, dated September 25, 2025, by and between Olenox Corp and Charles E Webb Jr Family Partnership LTD
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

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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 30, 2025	By:	/s/ Michael McLaren
		Name:	Michael McLaren
		Title:	Chief Executive Officer

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FAQ

What real estate transaction did Safe & Green Holdings Corp. (SGBX) disclose?

Safe & Green Holdings Corp., through its subsidiary Olenox Corp, agreed to purchase the Conroe Property at 1207 N 3083 Rd, Conroe, Texas, including office and warehouse space, for $3,000,000 from Charles E Webb Jr Family Partnership LTD.

What are the financing conditions for SGBX’s Conroe Property purchase?

The purchase is contingent on Olenox obtaining a third-party loan secured by the Conroe Property for $2,400,000, with a term of at least 20 years, an initial interest rate not exceeding 8.000%, and payments based on an amortization period of at least 20 years.

When will Olenox, the SGBX subsidiary, take occupancy of the Conroe Property?

Under the Purchase Agreement and related Lease, Olenox will take occupancy of the Conroe Property on September 26, 2025.

What deposits and lease credits are involved in the SGBX Conroe Property deal?

Olenox must deposit $30,000 in earnest money and pay a $20,000 security deposit under the Lease. Additionally, $4,000 of monthly lease payments will be credited to the purchase price at closing.

How long can SGBX’s subsidiary delay closing on the Conroe Property?

Olenox has the option under the Purchase Agreement to extend the closing of the transaction for up to 24 months.

What insurance requirements apply to Olenox in the SGBX Conroe Property transaction?

Olenox must maintain commercial general liability insurance from an authorized Texas insurer, naming the Seller as an additional insured, with occurrence-based policy limits of at least $2,000,000.