[8-K] Safe & Green Development Corp Reports Material Event

Rhea-AI Filing Summary

Safe and Green Development Corporation reported that it has satisfied and retired all of its outstanding convertible debt obligations. The update was disclosed in an 8‑K under “Other Events,” noting a press release dated October 30, 2025 is included as an exhibit.

Eliminating convertible debt can reduce interest burden and remove potential share overhang from future conversions. The company did not include amounts or terms in this notice, directing readers to the attached press release for details.

Insights

Capital Structure Analyst

Retirement of all convertible debt simplifies capital structure and removes dilution risk; funding details and cash impact remain undisclosed.

On October 30, 2025, Safe and Green Development Corporation announced it has satisfied and retired all outstanding convertible debt. Convertible debt can turn into equity, creating potential dilution and maturity/refinancing pressure. Eliminating these instruments tightens the capital stack and removes the immediate conversion overhang.

The disclosure does not include the total retired amount, payoff method, or transaction costs. Without those facts, the net liquidity effect is unclear. The action likely ends any future conversions from these notes and reduces obligations tied to them, improving clarity around share count and capital structure going forward.

Watch the next periodic filing for specifics: the aggregate principal retired, consideration used (cash vs. equity), any fees or premiums, and updated share count. Also monitor any new financing incurred in connection with the retirement and the interest expense run-rate from Q4 2025 onward.

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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): October 30, 2025

SAFE AND GREEN DEVELOPMENT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41581		87-1375590
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

100 Biscayne Blvd., #1201

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 $0.001‌		SGD		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 October 30, 2025, Safe and Green Development Corporation (the “Company”) issued a press release announcing that it has satisfied and retired all of its outstanding convertible debt obligations. A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 

Exhibit Number		Exhibit Description
99.1		Press Release of Safe and Green Development Corporation, dated October 30, 2025
104		Cover Page Interactive Data File (the cover page XBRL tags are 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 AND GREEN DEVELOPMENT CORPORATION
Dated: October 30, 2025	By:	/s/ Nicolai Brune
		Name:	Nicolai Brune
		Title:	Chief Financial Officer

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FAQ

What did SGD announce in its 8-K?

The company stated it has satisfied and retired all of its outstanding convertible debt obligations.

When was the announcement made by SGD?

The disclosure is dated October 30, 2025.

What type of debt did SGD address?

The update pertains to convertible debt obligations.

Where can I find more details about SGD’s update?

A press release is attached as Exhibit 99.1 to the filing.

Does the filing specify amounts or repayment terms?

This notice does not include amounts or terms; it references the press release for further information.

What exchange does SGD trade on and under what symbol?

SGD trades on The Nasdaq Stock Market LLC under the ticker SGD.