1-for-64 reverse split restructures Safe & Green (NASDAQ: SGBX)

Rhea-AI Filing Summary

Safe & Green Holdings Corp. approved and implemented a 1-for-64 reverse stock split of its common stock. Effective as of 12:01 a.m. Eastern Time on September 8, 2025, every 64 issued and outstanding shares were automatically reclassified into one share.

No fractional shares were issued. Instead, any stockholder otherwise entitled to a fractional share received their ownership rounded up to the nearest whole share. The change was effected through a Certificate of Amendment to the company’s Amended and Restated Certificate of Incorporation filed in Delaware on September 4, 2025.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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 4, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 4, 2025, Safe & Green Holdings Corp., a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”). The Amendment became effective as of 12:01 a.m. Eastern Time on September 8, 2025.

Pursuant to the Amendment, the Company effected a one-for-sixty-four (1-for-64) reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock, par value $0.01 per share. At the effective time of the Reverse Stock Split, every 64 shares of the Company’s issued and outstanding common stock were automatically reclassified into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, stockholders who would otherwise be entitled to receive a fractional share received the number of shares of common stock rounded up to the nearest whole share.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
3.1		Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Safe & Green Holdings Corp., filed with the Secretary of State of the State of Delaware on September 4, 2025.
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 10, 2025	By:	/s/ Michael McLaren
		Name:	Michael McLaren
		Title:	Chief Executive Officer

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FAQ

What corporate action did Safe & Green Holdings Corp. (SGBX) take in this 8-K?

Safe & Green Holdings Corp. filed a Certificate of Amendment in Delaware to implement a 1-for-64 reverse stock split of its issued and outstanding common stock.

What is the ratio of the Safe & Green (SGBX) reverse stock split?

The company enacted a one-for-sixty-four (1-for-64) reverse stock split, meaning every 64 issued and outstanding common shares were reclassified into one share.

When did the Safe & Green (SGBX) reverse stock split become effective?

The reverse stock split became effective as of 12:01 a.m. Eastern Time on September 8, 2025, following the filing of the Certificate of Amendment on September 4, 2025.

How did Safe & Green (SGBX) handle fractional shares in the reverse split?

No fractional shares were issued. Stockholders who would otherwise have received a fractional share instead had their holdings rounded up to the nearest whole share.

Did Safe & Green (SGBX) change its common stock par value in this reverse split?

The reverse stock split applied to the company’s common stock with a par value of $0.01 per share; the filing does not state any change to that par value.

Where can investors see the full legal text of the Safe & Green reverse split amendment?

The full text of the reverse split amendment is contained in the Certificate of Amendment, which is filed as Exhibit 3.1 to this report.