Safe & Green Holdings Corp.

12/08/2025 | Press release | Distributed by Public on 12/08/2025 15:08

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
McLaren Michael David
2. Issuer Name and Ticker or Trading Symbol
SAFE & GREEN HOLDINGS CORP. [SGBX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O SAFE & GREEN HOLDINGS CORP., 990 BISCAYNE BLVD., SUITE 501
3. Date of Earliest Transaction (Month/Day/Year)
04/10/2025
(Street)
MIAMI, FL 33132
4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Convertible Promissory Note $22.65(2) 04/10/2025 C(1) 19,000(3) (7) (7) Common Stock 19,000 $ 0 19,000 D
Convertible Promissory Note $22.65(2) 08/22/2025 C(4) 20,313(3) (7) (7) Common Stock 20,313 $ 0 39,313 D
Convertible Promissory Note $8.76(2) 09/12/2025 C(5) 70,000(3) (7) (7) Common Stock 70,000 $ 0 109,313 D
Convertible Promissory Note $3.24(2) 10/10/2025 C(6) 203,000(3) (7) (7) Common Stock 203,000 $ 0 312,313 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McLaren Michael David
C/O SAFE & GREEN HOLDINGS CORP.
990 BISCAYNE BLVD., SUITE 501
MIAMI, FL 33132
X Chief Executive Officer

Signatures

/s/ Michael McLaren 12/08/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On April 10, 2025 (the "Effective Date") the Issuer and the Reporting Person executed a settlement agreement in connection with a promissory note (the "Note") dated February 25, 2023, assumed by the Reporting Person and issued by Cycle Energy Corp. ("Cycle"), an entity that merged with and into Olenox Corp. ("Olenox"), a company owned and controlled by the Reporting Person pursuant to the terms of the merger agreement executed on February 22, 2024 between Cycle and Olenox. On February 2, 2025, Olenox was acquired by the Issuer and the parties agreed to settle the Note through the issuance of shares of common stock by the Issuer to the Reporting Person.
(2) Represents the conversion price, which is equal to the price as of the market close on the trading day immediately preceding the Effective Date of each transaction.
(3) Represents the number of shares of common stock post reverse stock split effected on September 8, 2025.
(4) On August 25, 2025 (the "Effective Date") the Issuer and the Reporting Person executed a settlement agreement in connection with a promissory note (the "Note") dated February 25, 2023, assumed by the Reporting Person and issued by Cycle Energy Corp. ("Cycle"), an entity that merged with and into Olenox Corp. ("Olenox"), a company owned and controlled by the Reporting Person pursuant to the terms of the merger agreement executed on February 22, 2024 between Cycle and Olenox. On February 2, 2025, Olenox was acquired by the Issuer and the parties agreed to settle the Note through the issuance of shares of common stock by the Issuer to the Reporting Person.
(5) On September 12, 2025 (the "Effective Date") the Issuer and the Reporting Person executed a settlement agreement in connection with a promissory note (the "Note") dated February 25, 2023, assumed by the Reporting Person and issued by Cycle Energy Corp. ("Cycle"), an entity that merged with and into Olenox Corp. ("Olenox"), a company owned and controlled by the Reporting Person pursuant to the terms of the merger agreement executed on February 22, 2024 between Cycle and Olenox. On February 2, 2025, Olenox was acquired by the Issuer and the parties agreed to settle the Note through the issuance of shares of common stock by the Issuer to the Reporting Person.
(6) On October 10, 2025 (the "Effective Date") the Issuer and the Reporting Person executed a settlement agreement in connection with a promissory note (the "Note") dated February 25, 2023, assumed by the Reporting Person and issued by Cycle Energy Corp. ("Cycle"), an entity that merged with and into Olenox Corp. ("Olenox"), a company owned and controlled by the Reporting Person pursuant to the terms of the merger agreement executed on February 22, 2024 between Cycle and Olenox. On February 2, 2025, Olenox was acquired by the Issuer and the parties agreed to settle the Note through the issuance of shares of common stock by the Issuer to the Reporting Person.
(7) Pursuant to the settlement agreements, the Convertible Promissory Notes are convertible into shares of Common Stock at any time, at the option of the holder and have no expiration date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Safe & Green Holdings Corp. published this content on December 08, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 08, 2025 at 21:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]