Safe & Green Development: Director converts to 1,151,346 common

Rhea-AI Filing Summary

Safe & Green Development Corp. (SGD) reported an insider conversion of preferred stock to common stock. On 10/13/2025, a Director and 10% Owner converted 191,891 shares of Series A Convertible Preferred Stock into 1,151,346 shares of common stock at $0.00 per the filing. Each Series A Preferred share converts into six common shares, subject to compliance with Nasdaq rules. Following the transaction, the reporting person held 1,246,110 common shares directly and 185,334 Series A Preferred shares. Stockholders approved issuance upon conversion on September 29, 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Burnham James D

(Last) (First) (Middle)

C/O SAFE AND GREEN DEVELOPMENT, CORP.,

100 BISCAYNE BLVD., SUITE 1201

(Street)

MIAMI FL 33132

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Safe & Green Development Corp [ SGD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/13/2025		C		1,151,346(1)	A	(1)	1,246,110	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	10/13/2025		C			191,891	(2)	(3)	Common Stock	1,151,346(1)	$0.00	185,334	D

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock ("Series A Preferred") is convertible into six shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), subject to compliance with Nasdaq rules.

2. On September 29, 2025, the Issuer's stockholders approved the issuance of the Issuer's Common Stock upon the conversion of the Issuer's Series A Preferred.

3. There is no expiration date related to the conversion of shares of the Issuer's Series A Preferred into shares of Issuer's Common Stock.

	/s/ Nicolai Brune, Attorney-in-Fact	10/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did SGD disclose in this Form 4?

A Director and 10% Owner converted 191,891 Series A Preferred into 1,151,346 common shares on 10/13/2025.

What is the conversion ratio for SGD’s Series A Preferred?

Each Series A Preferred share converts into six shares of common stock, subject to compliance with Nasdaq rules.

How many SGD common shares did the insider hold after the conversion?

The reporting person beneficially owned 1,246,110 common shares directly after the reported transaction.

How many Series A Preferred shares remain held by the insider?

The filing shows 185,334 Series A Preferred shares beneficially owned following the transaction.

Was the conversion of SGD’s Series A Preferred approved by stockholders?

Yes. Stockholders approved issuance upon conversion on September 29, 2025.

What was the reported price for the conversion?

The Form 4 lists the conversion at $0.00 for the 1,151,346 common shares issued.