[SCHEDULE 13G] Safe and Green Development Corporation SEC Filing

Rhea-AI Filing Summary

Strategic EP, LLC reported beneficial ownership of 1,049,616 shares of Safe and Green Development Corporation common stock, representing 22.5% of the class as of the filing. The reported total includes 154,846 shares held directly, 253,454 shares issuable upon exercise of warrants and 641,316 shares underlying convertible debentures with an aggregate principal amount of $577,183.77 convertible at 92.5% of the lowest 10-day VWAP with a floor of $0.90. The filing notes pre-funded warrants and additional warrants that are not included because exercises are limited by ownership caps, and that after July 29, 2025 the filer exercised 85,777 warrants and sold the resulting shares.

Positive

• Disclosure of material stake: Reporting person discloses 1,049,616 shares (22.5%) beneficial ownership including contingent securities.
• Transparency on instrument terms: Filing specifies convertible debenture conversion terms (92.5% of 10-day VWAP, $0.90 floor) and aggregate principal amount ($577,183.77).
• Post-event activity disclosed: The filer notes exercise of 85,777 warrants and subsequent sale of the resulting shares.

Negative

• Ownership limits exclude certain instruments: 112,897 pre-funded warrant shares and 267,744 warrant shares are excluded due to exercise caps that prevent ownership above 4.99% (or 9.99% if elected).
• Majority of reported exposure is contingent: Only 154,846 shares are held outright; the remainder depends on conversion/exercise, so actual voting control may differ from the reported percentage.

Insights

Financial Analyst

TL;DR: A substantial 22.5% economic exposure is disclosed, driven largely by convertible debentures and warrants rather than only outright shares.

The filing shows Strategic EP, LLC holds 1,049,616 shares of economic exposure to Safe and Green Development Corporation, with only ~154,846 shares held outright and the remainder tied to convertible instruments and warrants. The conversion feature priced at 92.5% of the lowest 10-day VWAP (with a $0.90 floor) and the large debenture position (641,316 underlying shares) mean potential dilution and voting influence depend on future conversions/exercises and contractual ownership caps. This structure creates leverage-like exposure rather than simple equity ownership.

Corporate Governance Expert

TL;DR: The filer discloses a near-quarter stake but exercise limits and post-filing sales affect actual control and voting power.

Strategic EP reports beneficial ownership equating to 22.5% when including convertible securities and warrants, yet the filing also documents ownership-limiting provisions for certain pre-funded warrants and warrants and notes the exercise-and-sale of 85,777 shares after July 29, 2025. The certification asserts the securities were not acquired to change control. For governance analysis, the mix of contingent instruments and ownership caps is critical to determine actual voting influence at any given time.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Safe and Green Development Corporation

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

78637J204

(CUSIP Number)

07/29/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 78637J204

1

Names of Reporting Persons

Strategic EP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,049,616.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,049,616.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,049,616.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

22.5 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported amount includes (i) 154,846 shares of Common Stock directly held by the Reporting Person; (ii) 253,454 shares of Common Stock issuable upon exercise of warrants; and (iii) 641,316 shares of Common Stock underlying $577,183.77 aggregate principal amount of convertible debentures of the Issuer held by the Reporting Person, which debentures are convertible into shares of Common Stock at a price per share equal to 92.5% of the lowest 10-day VWAP with a floor of $0.90. Does not include 112,897 shares of Common Stock issuable upon exercise of pre-funded warrants and 267,744 shares of Common Stock issuable upon exercise of warrants. These pre-funded warrants and warrants contain a provision, which precludes the exercise of the pre-funded warrants and warrants to the extent that, following exercise, the Reporting Person would own more than 4.99% (or, at the election of the holder, 9.99%) of the Common Stock outstanding. The reported amount includes the Reporting Person's beneficial ownership as of July 29, 2025, the date of event which triggered the obligation to file this Schedule 13G. Subsequent to July 29, 2025, the Reporting Person exercised 85,777 warrants and has disposed of the 85,777 shares of Common Stock received upon exercising the 85,777 warrants. The percentage is based on 3,758,665 shares of Common Stock outstanding as of August 14, 2025, as reported by the Issuer in its Form 10-Q filed with the SEC on August 15, 2025, plus 641,316 shares of Common Stock underlying the convertible debentures and 253,454 shares of Common Stock underlying the warrants.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Safe and Green Development Corporation
(b)	Address of issuer's principal executive offices: 100 Biscayne Blvd., #1201, Miami, FL 33132
Item 2.
(a)	Name of person filing: Strategic EP, LLC
(b)	Address or principal business office or, if none, residence: 1050 Crown Pointe Parkway, Suite 500, Atlanta, GA 30338
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(e)	CUSIP No.: 78637J204
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The reported amount includes (i) 154,846 shares of Common Stock directly held by the Reporting Person; (ii) 253,454 shares of Common Stock issuable upon exercise of warrants; and (iii) 641,316 shares of Common Stock underlying $577,183.77 aggregate principal amount of convertible debentures of the Issuer held by the Reporting Person, which debentures are convertible into shares of Common Stock at a price per share equal to 92.5% of the lowest 10-day VWAP with a floor of $0.90. Does not include 112,897 shares of Common Stock issuable upon exercise of pre-funded warrants and 267,744 shares of Common Stock issuable upon exercise of warrants. These pre-funded warrants and warrants contain a provision, which precludes the exercise of the pre-funded warrants and warrants to the extent that, following exercise, the Reporting Person would own more than 4.99% (or, at the election of the holder, 9.99%) of the Common Stock outstanding. The reported amount includes the Reporting Person's beneficial ownership as of July 29, 2025, the date of event which triggered the obligation to file this Schedule 13G. Subsequent to July 29, 2025, the Reporting Person exercised 85,777 warrants and has disposed of the 85,777 shares of Common Stock received upon exercising the warrants.
(b)	Percent of class: 22.5% The percentage is based on 3,758,665 shares of Common Stock outstanding as of August 14, 2025, as reported by the Issuer in its Form 10-Q filed with the SEC on August 15, 2025, plus 641,316 shares of Common Stock underlying the convertible debentures and 253,454 shares of Common Stock underlying the warrants.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,049,616
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,049,616
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Strategic EP, LLC

Signature:	/s/ Alexander Chase Deitch
Name/Title:	Alexander Chase Deitch/Manager
Date:	08/19/2025

FAQ

How many shares of SGD does Strategic EP, LLC report owning?

1,049,616 shares of beneficial exposure are reported in the Schedule 13G.

What percentage of SGD's outstanding stock does this represent?

22.5% of the class is reported, based on the issuer's reported outstanding shares plus underlying convertible/warrant shares.

What instruments make up the reported position?

The position includes 154,846 directly held shares, 253,454 shares issuable upon warrants, and 641,316 shares underlying convertible debentures (aggregate principal $577,183.77).

Are there limits on exercising additional warrants or pre-funded warrants?

Yes. Certain pre-funded warrants (112,897 shares) and warrants (267,744 shares) are excluded because they contain provisions precluding exercise if exercise would result in ownership above 4.99% (or 9.99% if elected) of outstanding common stock.

Did Strategic EP take any actions after the July 29, 2025 report date?

Yes. Subsequent to July 29, 2025 the filer exercised 85,777 warrants and disposed of the 85,777 shares received upon exercise.