What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 855 added, 659 removed, 2164 unchanged (41% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

Current assets:

22 unchanged sentences

Series A Preferred stock, $ 1.00 par value, 5,405,010 shares authorized;

3,848,640 and 0 issued and outstanding at June 30, 2025 and December 31, 2024, respectively

3,848,640 and 0 issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Series B Preferred stock, $ 1.00 par value, 60,000 shares authorized;

60,000 and 0 issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.01 par value, 75,000,000 shares authorized;

12,120,651 issued and 12,117,280 outstanding as of June 30, 2025 and 6,389,041 issued and 6,038,382 outstanding as of December 31, 2024

763,434 issued and 763,382 outstanding as of September 30, 2025 and 99,829 issued and 94,350 outstanding as of December 31, 2024

Additional paid-in capital

Treasury stock, at cost 3,371 shares as of June 30, 2025 and December 31, 2024

Common stock to be issued

Treasury stock, at cost 3,371 shares as of September 30, 2025 and December 31, 2024

Accumulated deficit

9 unchanged sentences

Condensed Consolidated Statements of Operations

September 30,

Construction services

18 unchanged sentences

( 5,590,666 )

( 5,210,625 )

Loss on disposition of equity-based investment

Loss on conversion of notes payable

( 4,915,209 )

Interest income

2 unchanged sentences

( 4,608,922 )

( 8,119,147 )

Loss before income taxes

14 unchanged sentences

( 10,456,396 )

Common stock deemed dividend – reduction in conversion rate

Common stock deemed dividend - inducement

17 unchanged sentences

in Stockholders’ Equity (Deficit) (Unaudited)

For The Three and Nine Months Ended September

30, 2025 and 2024

$1.00 Par Value

Preferred Stock

$0.01 Par Value Common Stock

Additional Paid-in

Noncontrolling

Stockholders’ Equity

Balance at March 31, 2024

$1.00 Par Value

Preferred Stock

$0.01 Par Value

Stockholders’

Balance at June 30, 2025

$ 125,833,504

1 unchanged sentence

Fractional share adjustment

Conversion of debt and interest

Issuance of stock under EP Agreement

Issuance of stock for accounts payable settlement

Issuance of common stock

Prefunded warrant exercise

Stock compensation expense

( 4,677,000 )

Stock—based compensation

Issuance of common stock for services

Issuance of common stock – prefunded warrants

Conversion of notes payable and accrued interest

Forgiveness related party debt

Warrant to Preferred Stock Exchange

( 5,315,872 )

Balance of June 30, 2024

( 5,315,872 )

Balance at September 30, 2025

( 111,168,493 )

$1.00 Par Value

Preferred Stock

$1.00 Par Value

Preferred Stock

$0.01 Par Value

Stockholders’

Balance at December 31, 2024

1 unchanged sentence

$ ( 12,460,308 )

Stock-based compensation

Issuance of common stock and warrants for debt issuance

Cashless warrant exercise

Issuance of common stock from warrant inducement

Common stock deemed dividend

( 1,638,149 )

Conversion of debt and interest

Fractional share adjustment

Issuance of common stock under EP Adjustment

Issuance of stock for accounts payable settlement

SG DevCorp equity transactions

Effect of deconsolidation

( 1,966,848 )

Issuance of common stock

Stock—based compensation

Issuance of stock in connection with acquisition

Forgiveness related party debt

Issuance of common stock in connection with debt issuance

Issuance of common stock, net of issuance costs

Issuance of Common stock for services

Issuance of Common stock – prefunded warrants

Conversion of notes payable and accrued interest

Issuance of stock for accrued interest

Preferred to common conversion

Warrant to Preferred Stock Exchange

( 12,636,410 )

Balance at June 30, 2024

Balance at September 30, 2025

$ 128,898,736

$ ( 111,168,493 )

The accompanying notes are an integral part

of these condensed consolidated financial statements.

$1.00 Par Value

Preferred Stock

Stockholders’

$0.01 Par Value Common Stock

Additional Paid-in

Noncontrolling

Balance at March

Stockholders’ Equity

Balance at June 30, 2024

$ ( 84,217,910 )

$ ( 5,661,777 )

Stock—based compensation

Issuance of common stock,

net of issuance costs

Issuance of stock for accrued

to common conversion

Issuance of stock for accounts payable settlement

Stock-based compensation and issuance of RSU’s

Prefunded warrant exercise

( 3,716,105 )

at June 30, 2025

Balance of September 30, 2024

$ ( 87,934,015 )

$1.00 Par Value

Preferred Stock

Stockholders’

Noncontrolling

$ ( 8,158,926 )

Balance at December 31, 2023

1 unchanged sentence

$ ( 6,243,703 )

Stock—based compensation

Issuance of stock in connection

with acquisition

Forgiveness related party

Issuance of common stock

in connection with debt issuance

Stock-based compensation and issuance of RSU’s

Common stock deemed dividend – inducement

( 1,162,436 )

Common stock deemed dividend – reduction in conversion rate

Cashless warrant exercise

Prefunded warrant exercise

Issuance of stock upon inducement

Issuance of common stock and warrants for debt issuance

Conversion of debt and interest

Fractional share adjustment

Issuance of common stock under EP Adjustment

Issuance of stock for accounts payable settlement

SG DevCorp equity transactions

Deconsolidation of SG DevCorp

( 1,966,848 )

Issuance of common stock

net of issuance costs

Issuance of stock for accrued

Preferred to common conversion

( 10,456,396 )

at June 30, 2025

Balance at September

$ ( 87,934,015 )

$ ( 8,158,926 )

The accompanying notes are an integral part

of these condensed consolidated financial statements.

SAFE & GREEN HOLDINGS CORP.

2 unchanged sentences

of Cash Flows

For the Six Months

September 30,

For the Nine Months

September 30,

Cash flows from operating activities:

6 unchanged sentences

Amortization of intangible assets

Issuance of stock for services

Amortization of deferred license costs

3 unchanged sentences

( 4,637,013 )

Loss on conversion of notes payable

Loss on disposition of equity-based investment

4 unchanged sentences

Contract assets

Costs in excess

Prepaid expenses and other current assets

2 unchanged sentences

Lease liability

Customer deposit

Project development and other assets

( 1,139,751 )

Contract liabilities

Project development and other assets

Due from affiliates

11 unchanged sentences

Cash received in business combination - NAHD

Cash received from sale of equity-based investment

Project development costs

8 unchanged sentences

Borrowings on short-term notes payable

Proceeds from issuance of common stock, net of debt issuance costs

Proceeds from warrant inducement

1 unchanged sentence

Issuance of common stock from EP Agreement

Issuance of common stock for cash

Net cash provided by financing activities by continuing operations

14 unchanged sentences

Short-term notes payable

Supplemental disclosure of non-cash investing and financing activities:

Cashless warrant exercise

Fractional common share adjustment

Common stock deemed dividend

Common stock deemed dividend – warrant inducement

Common stock deemed dividend – conversion rate change

Conversion of short-term notes payable to common stock

Fair value of warrants issued with debt

Common stock issuance for accounts payable adjustment

Forgiveness of related party debt and investment

2 unchanged sentences

Common stock issued for conversion of preferred stock

Conversions of notes payable to common stock

Warrant to preferred stock exchange

The accompanying notes are an integral part

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the merger subsidiaries approving the Merger.

On February 13, 2025, all of the closing conditions to the Merger Agreement have been satisfied

On February 13, 2025, all of the closing conditions to the Merger Agreement were satisfied

or waived, the Preferred Shares have been issued to NAHD’s shareholders, and the transactions set forth in the Merger Agreement

4 unchanged sentences

(ii) medical;

(ii) oil and gas;

(iii) oil and gas;

and (iv) environmental.

1 unchanged sentence

modular structures built in the Company’s factories.

In the medical segment, the Company uses its modular technology to (i) provide

turnkey solutions to medical testing and treatment and generate revenue from the medical testing and point of care treatment in our medical

suites and (ii) sell and lease medical suites and privacy pods.

The environmental segment consists of a sustainable medical and waste

management solution that collects waste and treats waste for safe disposal.

In the medical segment, the Company uses its modular technology to (a) provide

turnkey solutions to medical testing and treatment and to generate revenue from the medical testing and point of care treatment in our

medical suites and (b) sell and lease medical suites and privacy pods.

The environmental segment consists of a sustainable medical and

waste management solution that collects waste and treats waste for safe disposal.

The building products developed with

31 unchanged sentences

During 2020, the Company formed SG Echo,

LLC (“SG Echo”), a wholly owned subsidiary of the Company.

LLC as a wholly owned subsidiary (“SG Echo”).

The Company acquired substantially all the assets of Echo DCL (“Echo”),

28 unchanged sentences

Additionally, during 2024, NAHD acquired Machfu, Inc.

a Delware corporation.

Machfu is a leader in industrial Internet of Things (IoT), with its flagship MachGateway® and Edge-to-Enterprise™

software solutions enabling seamless connectivity between legacy systems and modern digital infrastructure.

With over 20,000 gateways

deployed worldwide, Machfu’s technology enhances operational efficiency, predictive maintenance, and real-time analytics for industries

including oil & gas, utilities, and manufacturing.

a Delaware corporation.

Machfu is a leader in industrial Internet of Things (“IoT”), with its flagship MachGateway® and

Edge-to-Enterprise™ software solutions enabling seamless connectivity between legacy systems and modern digital infrastructure.

With over 20,000 gateways deployed worldwide, Machfu’s technology enhances operational efficiency, predictive maintenance, and real-time

analytics for industries including oil & gas, utilities, and manufacturing.

Environmental

9 unchanged sentences

split as if it had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts for

all periods presented in this Quarterly Report on Form 10-Q for the period ended June 30, 2025 have been adjusted to reflect the reverse

stock split effected in May 2024.

all periods presented in this Quarterly Report on Form 10-Q for the period ended September 30, 2025 have been adjusted to reflect the

reverse stock split effected in May 2024.

On September 8, 2025, the Company effected

a 1-for-64 reverse stock split of its then-outstanding common stock (the “September Stock Split”).

All share and per share

amounts set forth in the consolidated financial statements of the Company have been retroactively restated to reflect the 1-for-64 reverse

stock split as if it had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts

for all periods presented in this Quarterly Report on Form 10-Q for the period ended September 30, 2025 have been adjusted to reflect

the reverse stock split effected in September 2025.

SAFE & GREEN HOLDINGS CORP.

44 unchanged sentences

Liquidity and Going Concern

As of June 30, 2025, the Company

As of September 30, 2025, the Company

had cash and cash equivalents of $ 3,021,757 and a backlog of $ 575,571 .

3 unchanged sentences

Total Backlog

The Company has incurred losses since

its inception, has negative working capital of $ 20,761,681 as of June 30, 2025 and has negative operating cash flows, which has raised

substantial doubt about its ability to continue as a going concern.

The accompanying financial statements do not include any adjustments

to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities

that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern.

The Company has incurred losses since its inception, has negative working

capital of $ 19,635,275 as of September 30, 2025 and has negative operating cash flows, which has raised substantial doubt about its ability

to continue as a going concern.

The accompanying financial statements do not include any adjustments to reflect the possible future effects

on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome

of the uncertainty concerning the Company’s ability to continue as a going concern.

The Company intends to meet its capital

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financial statements and notes for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the

year ended December 31, 2024, as filed with the Securities and Exchange Commission on June 30, 2025.

year ended December 31, 2024, as filed with the Securities and Exchange Commission on April 1, 2025.

In the opinion of management, all

adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been

Results for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year

ending December 31, 2025.

Results for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for

the year ending December 31, 2025.

Recently adopted accounting pronouncements

1 unchanged sentence

Accounting estimates –

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates,

judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period,

together with amounts disclosed in the related notes to the financial statements.

The Company’s estimates used in these

financial statements include, but are not limited to, revenue recognition, stock-based compensation, accounts receivable reserves,

inventory valuations, goodwill, the valuation allowance related to the Company’s deferred tax assets, the carrying amount of

intangible assets, right of use assets and the recoverability and useful lives of long-lived assets.

Certain of the Company’s

estimates could be affected by external conditions, including those unique to the Company and general economic conditions.

reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results

to differ from those estimates.

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgements

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amount of revenues and expenses during the reporting period, together with amounts disclosed

in the related notes to the financial statements.

The Company’s estimates used in these financial statements include, but are

not limited to, revenue recognition, stock-based compensation, accounts receivable reserves, inventory valuations, goodwill, the valuation

allowance related to the Company’s deferred tax assets, the carrying amount of intangible assets, right of use assets and the recoverability

and useful lives of long-lived assets.

Certain of the Company’s estimates could be affected by external conditions, including those

unique to the Company and general economic conditions.

It is reasonably possible that these external factors could have an effect on the

Company’s estimates and could cause actual results to differ from those estimates.

Operating cycle –

– The length of the Company’s contracts varies, but is typically between six to twelve

In some instances, the length of the contract may exceed twelve months.

Assets and liabilities relating to

contracts are included in current assets and current liabilities, respectively, in the accompanying balance sheets as they will be

liquidated in the normal course of contract completion, which at times could exceed one year.

The length of the Company’s contracts varies, but is typically between six to twelve months.

In some instances,

the length of the contract may exceed twelve months.

Assets and liabilities relating to contracts are included in current assets

and current liabilities, respectively, in the accompanying balance sheets as they will be liquidated in the normal course of contract

completion, which at times could exceed one year.

Revenue recognition –

21 unchanged sentences

made in the period in which the loss becomes evident.

The Company recognizes revenue from

its interests in oil and gas properties when control of the commodity transfers to the purchaser, which typically occurs at the delivery

point designated in the sales contract.

Revenue is derived from the Company’s proportionate share of oil and gas production under

lease agreements.

The Company does not operate the properties but receives its share of production based on its working interest or royalty

The Company’s other revenue is related to subscription services, of which revenue is recognized over time as services

are provided.

SAFE & GREEN HOLDINGS CORP.

7 unchanged sentences

The Company’s contracts are with customers in various industries.

recognized over time was $ 566,199 and $ 968,115 , respectively, for the six months ended June 30, 2025 and 2024.

recognized over time was $ 2,151,595 and $ 3,932,592 , respectively, for the nine months ended September 30, 2025 and 2024.

recognized over time was $ 925,528 and $ 1,753,223 , respectively, for the three months ended September 30, 2025 and 2024.

recognized at a point in time was $ 187,275 and $ 0 , respectively, for the nine months ended September 30, 2025 and 2024.

recognized at a point in time was $ 125,637 and $ 0 , respectively, for the three months ended September 30, 2025 and 2024.

The following tables provide further disaggregation of the Company’s revenues

by categories:

Three Months Ended June 30,

Three Months Ended September 30,

Revenue by Customer Type

2 unchanged sentences

Total revenue by customer type

Six Months Ended June 30,

Nine Months Ended September 30,

Revenue by Customer Type

3 unchanged sentences

Contract Assets and Contract Liabilities

Accounts receivable are recognized in

Accounts receivable is recognized in

the period when the Company’s right to consideration is unconditional.

Accounts receivable are recognized net of an allowance for

Accounts receivable is recognized net of an allowance for

credit losses.

78 unchanged sentences

The Company currently holds a 49 % interest and accounts for its investment under the equity

There has been no activity in the underlying investment as of June 30, 2025.

There has been no activity in the underlying investment as of September 30, 2025.

SAFE & GREEN HOLDINGS CORP.

7 unchanged sentences

Cash and cash equivalents totaled $ 3,021,757 and $ 375,873

as of June 30, 2025, and December 31, 2024, respectively.

as of September 30, 2025, and December 31, 2024, respectively.

Short-term investment –

1 unchanged sentence

year as short-term investment.

The Company had no short-term investment as of June 30, 2025 or December 31, 2024,

The Company had no short-term investment as of September 30, 2025 or December 31, 2024,

respectively.

29 unchanged sentences

using the specific identification method.

As of June 30, 2025 and December 31, 2024, there was inventory of $ 280,497 and $ 471,468 ,

respectively, for construction materials.

As of June 30, 2025, there was inventory of $ 471,334 related to Machfu business operations.

As of September 30, 2025 and December 31, 2024, there was inventory of $ 506,618

and $ 471,468 , respectively, for construction materials.

As of September, 30, 2025, there was inventory of $ 474,321 related

to Machfu business operations.

Goodwill – The

5 unchanged sentences

There were no

impairments during the June 30, 2025 or 2024.

impairments during the September 30, 2025 or 2024.

SAFE & GREEN HOLDINGS CORP.

6 unchanged sentences

being recognized over 7 years.

The amortization expense for the six months ended June 30, 2025 and 2024 was $ 41,506 and $ 6,834 , respectively.

The accumulated amortization as of June 30, 2025 and December 31, 2024 was $ 104,898 and $ 63,392 , respectively.

The amortization expense for the nine months ended September 30, 2025 and 2024 was $ 67,015 and $ 10,251 ,

respectively.

The accumulated amortization as of September 30, 2025 and December 31, 2024 was $ 130,407 and $ 63,392 , respectively.

Property, plant and equipment

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The Ceiling is defined as the sum of:

the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to SAB 103, less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves, plus

(a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to SAB 103, less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves, plus

the cost of properties not being amortized;

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Summary of Significant Accounting Policies (continued)

Depreciation,

depletion, and Amortization and Accretion - The estimates of proved reserves materially impact depreciation, depletion, amortization

and accretion (“DD&A”) expense.

If the estimates of proved reserves decline, the rate at which we record DD&A expense

will increase, reducing future net income.

Such a decline may result from lower market prices, which may make it uneconomic to drill

for and produce from higher-cost fields.

Depreciation, depletion, and Amortization

and Accretion – The estimates of proved reserves materially impact depreciation, depletion, amortization and accretion (“DD&A”)

If the estimates of proved reserves decline, the rate at which we record DD&A expense will increase, reducing future net

Such a decline may result from lower market prices, which may make it uneconomic to drill for and produce from higher-cost fields.

Asset retirement obligations

10 unchanged sentences

Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.

As of June 30, 2025, the asset retirement

obligations amounted to $ 15,187 and is included in accounts payable and accrued expense on the accompanying condensed consolidated balance

Proved Reserves – As

of June 30, 2025, all of the Company’s oil and gas reserves are proved reserves.

As of September 30, 2025, the asset retirement obligations amounted

to $ 316,995 and is included in accounts payable and accrued expense on the accompanying condensed consolidated balance sheet.

Additionally,

as of September 30, 2025 $ 185,074 is included in oil and gas, on the basis of full cost accounting, net on the accompanying condensed

consolidated balance sheet for the Company’s asset retirement obligation asset balance.

Proved Reserves – As of September 30, 2025, all of the Company’s oil and gas reserves

are proved reserves.

Such amount was acquired in the Merger.

of our proved reserves included in this report are prepared in accordance with U.S.

SEC guidelines for reporting corporate reserves and

future net revenue.

The accuracy of a reserve estimate is a function of:

Estimates of our proved reserves included in this report are prepared in

accordance with U.S.

SEC guidelines for reporting corporate reserves and future net revenue.

The accuracy of a reserve estimate is a function

the quality and quantity of available data;

25 unchanged sentences

with the same terms as the embedded derivative instrument would be considered a derivative instrument.

Common stock purchase warrants

and other derivative financial instruments – The Company classifies as equity any contracts that (i) require physical settlement

or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement

or net-share settlement) providing that such contracts are indexed to the Company’s own stock.

The Company classifies as assets

or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if any event

occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement

shares (physical settlement or net-cash settlement).

The Company assesses classification of common stock purchase warrants and other free

standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is

Common stock purchase

warrants and other derivative financial instruments – The Company classifies as equity any contracts that (i) require

physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in the Company’s

own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock.

The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net

cash settle the contract if any event occurs and if that event is outside the Company’s control) or (ii) gives the

counterparty a choice of net-cash settlement or settlement shares (physical settlement or net-cash settlement).

assesses classification of common stock purchase warrants and other free-standing derivatives at each reporting date to determine

whether a change in classification between assets and liabilities or equity is required.

Fair value measurements –

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Quoted prices in active markets for identical assets or liabilities.

Quoted prices for similar assets and liabilities in active markets

or inputs that are observable.

Quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

11 unchanged sentences

The Company does not have any financial instruments in the Level 2 or Level 3 category.

Fair value measured as of June 30, 2025

Quoted prices in active markets

Fair value measured as of September 30, 2025

September 30,

Significant other observable inputs

2 unchanged sentences

Fair value measured as of December 31, 2024

Quoted prices in active markets

September 30,

Significant other observable inputs

28 unchanged sentences

a further charge to expense would result.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Summary of Significant Accounting Policies (continued)

2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs

Act including, but not limited to, the restoration of 100 % bonus depreciation, the introduction of new Section 174A permitting immediate

expensing of domestic research and experimental expenditures, modifications to Section 163(j) interest expense limitations, updates to

the rules governing global intangible low-taxed income, amendments to energy credit provisions, and the expansion of Section 162(m) aggregation

requirements.

The Company is currently assessing the impact of the OBBBA and an estimate of the impact on the Company’s consolidated

financial statements is not yet available.

Concentrations of credit risk

10 unchanged sentences

financial condition and, generally, requires no collateral from its customers other than normal lien rights.

At June 30, 2025 and December

31, 2024, 100 % of the Company’s gross accounts receivable were due from three customers.

Revenue relating to one customer

represented approximately 88 % and 73 % of the Company’s total revenue for the three months ended June

30, 2025 and 2024, respectively.

Revenue relating to one customer represented approximately 81 % and 88 %, for the six months ended June

30, 2025 and 2024, respectively.

At September 30, 2025 and

December 31, 2024, 100 % of the Company’s gross accounts receivable were due from three customers.

Revenue relating to two and one

customer represented approximately 71 % and 84 % of the Company’s total revenue for the three months

ended September 30, 2025 and 2024, respectively.

Revenue relating to two and one customer represented approximately 65 % and 75 %, for the

nine months ended September 30, 2025 and 2024, respectively.

There were no vendors representing 10%

or more of the Company’s total cost of revenue for the three months or six months ended June 30, 2025 and 2024.

or more of the Company’s total cost of revenue for the three months or nine months ended September 30, 2025 and 2024.

believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing

Other income –

In 2020, the World Health Organization publicly characterized COVID-19 as a pandemic.

The Company recognized a substantial amount of incremental

costs during the pandemic, including costs to compensate employees who were not able to work due to facility closures, reduced work schedules

or health related reasons.

The Coronavirus Aid, Relief, and Economic Security Act was signed into law in March 2020, which provided, among

other things, an employee retention credit to eligible employers who paid qualified wages to employees during the pandemic.

retention credit represents a government grant.

The Company’s policy is to recognize government grants when they are reasonably

assured of receipt.

The company recognized employee retention tax credits totaling $ 592,253 during the nine months ended September 30,

2025, after concluding the recognition threshold had been met.

All such credits were classified as other income.

Additionally, during the nine months

ended September 30, 2025, the Company received $ 2,000,000 from a legal settlement and disclosed in Note 15.

SAFE & GREEN HOLDINGS CORP.

2 unchanged sentences

Accounts Receivable

At June 30, 2025 and December 31, 2024, the Company’s

At September 30, 2025 and December 31, 2024, the Company’s

accounts receivable consisted of the following:

7 unchanged sentences

Costs and estimated earnings on uncompleted

contracts, which represent contract assets and contract liabilities, consisted of the following at June 30, 2025 and December 31,

contracts, which represent contract assets and contract liabilities, consisted of the following at September 30, 2025 and December

Costs incurred on uncompleted contracts

10 unchanged sentences

The above amounts are included in the

accompanying condensed consolidated balance sheets under the following captions at June 30, 2025 and December 31, 2024.

accompanying condensed consolidated balance sheets under the following captions at September 30, 2025 and December 31, 2024.

Contract assets

2 unchanged sentences

$ ( 222,797 )

$ ( 593,546 )

Although management believes it has

3 unchanged sentences

makes adjustments when they are considered necessary.

Additionally, at June 30, 2025 contract

liabilities include $ 553,350 of advanced payments from customers on certain contracts.

Additionally, at September 30, 2025 contract liabilities include $ 552,500

of advanced payments from customers on certain contracts.

The total amount of contract liabilities amounted to $ 823,648 and $ 596,082 as

of September 30, 2025 and December 31, 2024, respectively.

SAFE & GREEN HOLDINGS CORP.

8 unchanged sentences

accumulated depreciation

Included in oil and gas, on the basis of full cost accounting, net

on the accompanying condensed consolidated balance sheet is $ 185,074 for the Company’s asset retirement obligation asset balance.

Property, plant and equipment are stated

8 unchanged sentences

( 1,746,977 )

Depreciation expense for the six

months ended June 30, 2025 and 2024 amounted to $ 191,732 and $ 84,678 , respectively.

Depreciation expense for the three months

ended June 30, 2025 and 2024 amounted to $ 398,843 and $ 84,678 , respectively.

Depreciation expense for the nine

months ended September 30, 2025 and 2024 amounted to $ 518,563 and $ 189,869 , respectively.

Depreciation expense for the three

months ended September 30, 2025 and 2024 amounted to $ 119,720 and $ 105,191 , respectively.

Notes Payable

Authority Loan Agreement

On October 29, 2021, SG Echo entered

into a Loan Agreement (the “Authority Loan Agreement”) with the Durant Industrial Authority (the “Authority”)

pursuant to which it issued to the Authority a non-interest bearing Forgivable Promissory Note in the principal amount of $ 750,000 (the

“Forgivable Note”) in exchange for $ 750,000 to be used for renovation improvements related to the Company’s approximately

58,000 square-foot manufacturing facility in Durant, Oklahoma.

The Forgivable Note is due on April 29, 2029 and guaranteed by the Company,

provided that, if no event of default has occurred under the Forgivable Note or the Authority Loan Agreement, one-third (1/3) of the balance

of the Forgivable Note will be forgiven on April 29, 2027, one-half (1/2) of the balance of the Fofrgivable Note will be forgiven on April

29, 2028, and the remainder of the balance of the Forgivable Note will be forgiven on April 29, 2029.

The Loan Agreement includes a covenant

by SG Echo to employ a minimum of 75 full-time employees in Durant, Oklahoma and pay them no less than 1.5 times the federal minimum wage,

and provides SG Echo 24 months to comply with the provision.

As of June 30, 2025 and December 31, 2024 the outstanding balance amounted

to $ 750,000 .

On October 29, 2021, SG Echo entered into a Loan Agreement (the “Authority

Loan Agreement”) with the Durant Industrial Authority (the “Authority”) pursuant to which it issued to the Authority

a non-interest bearing Forgivable Promissory Note in the principal amount of $ 750,000 (the “Forgivable Note”) in exchange

for $ 750,000 to be used for renovation improvements related to the Company’s approximately 58,000 square-foot manufacturing facility

in Durant, Oklahoma.

The Forgivable Note is due on April 29, 2029 and guaranteed by the Company, provided that, if no event of default

has occurred under the Forgivable Note or the Authority Loan Agreement, one-third (1/3) of the balance of the Forgivable Note will be

forgiven on April 29, 2027, one-half (1/2) of the balance of the Forgivable Note will be forgiven on April 29, 2028, and the remainder

of the balance of the Forgivable Note will be forgiven on April 29, 2029.

The Loan Agreement includes a covenant by SG Echo to employ

a minimum of 75 full-time employees in Durant, Oklahoma and pay them no less than 1.5 times the federal minimum wage, and provides SG

Echo 24 months to comply with the provision.

As of September 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 750,000 .

Additionally, as of September 30, 2025, the above requirements have not been met for the outstanding balance to be forgiven, however the

Company has a cure period of twenty four months.

See Note 15, for additional information

19 unchanged sentences

The July Cash Advance Agreement is currently in default.

As of June 30, 2025 and December 31,

As of September 30, 2025 and December

31, 2024 the outstanding balance amounted to $ 1,526,699 and $ 1,536,700 , respectively.

8 unchanged sentences

the Pawn Cash Advance Agreement.

As of June 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 249,830 .

As of September 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 249,830 .

On December 17, 2024, SG Building entered

6 unchanged sentences

remedies, can demand payment in full of all amounts remaining due under the Cedar Cash Advance Agreement.

As of June 30, 2025 and

December 31, 2024 the outstanding balance amounted to $ 102,270 and $ 184,700 , respectively.

As of September 30, 2025

and December 31, 2024 the outstanding balance amounted to $ 57,272 and $ 184,700 , respectively.

On December 24, 2024, SG Building entered

6 unchanged sentences

Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cedar Cash Advance Agreement.

June 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 132,898 and $ 203,000 , respectively.

September 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 132,898 and $ 203,000 , respectively.

On January 22, 2025, SG Building entered

6 unchanged sentences

Core, among other remedies, can demand payment in full of all amounts remaining due under the Core Cash Advance Agreement.

As of September

30, 2025 the outstanding balance amounted to $ 0 .

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owing under the Enhanced Loan Agreement due and payable.

As of June 30, 2025 and December 31, 2024 the outstanding balance amounted to

$ 4,000,000 .

As of September 30, 2025 and December 31, 2024 the outstanding balance amounted

to $ 4,000,000 .

SAFE & GREEN HOLDINGS CORP.

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Galvin Note Payable is currently in default.

As of June 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 17,805 and

$ 17,000 , respectively.

As of September 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 17,805

and $ 17,000 , respectively.

1800 Diagonal Note

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part of the outstanding and unpaid amount of the 1800 Diagonal Note into shares of the Company’s common stock at a conversion

price equal to the greater of $ 0.08 or 65 % multiplied by the lowest closing bid price during the 10 trading days prior to the conversion

date (representing a discount rate of 35 %).

The 1800 Diagonal Note may not be converted into shares of the Company’s common

stock if the conversion would result in 1800 Diagonal and its affiliates owning an aggregate of in excess of 4.99 % of the then outstanding

shares of the Company’s common stock.

In addition, unless the Company obtains shareholder approval of such issuance, the Company

shall not issue a number of shares of its common stock under 1800 Diagonal Note, which when aggregated with all other securities

that are required to be aggregated for purposes of Nasdaq Rule 5635(d), would exceed 19.99 % of the shares of the Company’s common

stock outstanding as of the date of definitive agreement with respect to the first of such aggregated transactions (the “Conversion

Limitation”).

Upon the occurrence of an event of default as a result of the Company being delisted from Nasdaq, the Conversion Limitation

shall no longer apply.

As of June 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 19,334 and $ 135,334 , respectively.

price equal to the greater of $ 0.08 ($ 5.12 as adjusted for the September Stock Split) or 65 % multiplied by the lowest closing bid price

during the 10 trading days prior to the conversion date (representing a discount rate of 35 %).

The 1800 Diagonal Note may not be

converted into shares of the Company’s common stock if the conversion would result in 1800 Diagonal and its affiliates owning

an aggregate of in excess of 4.99 % of the then outstanding shares of the Company’s common stock.

In addition, unless the Company

obtains shareholder approval of such issuance, the Company shall not issue a number of shares of its common stock under 1800 Diagonal Note,

which when aggregated with all other securities that are required to be aggregated for purposes of Nasdaq Rule 5635(d), would exceed 19.99 %

of the shares of the Company’s common stock outstanding as of the date of definitive agreement with respect to the first of such

aggregated transactions (the “Conversion Limitation”).

Upon the occurrence of an event of default as a result of the Company

being delisted from Nasdaq, the Conversion Limitation shall no longer apply.

As of September 30, 2025 and December 31, 2024 the outstanding

balance amounted to $ 0 and $ 135,334 , respectively.

SAFE & GREEN HOLDINGS CORP.

16 unchanged sentences

The August 1800 Diagonal Note has default terms similar to the 1800 Diagonal Note as described above.

of June 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 0 and $ 290,000 , respectively.

of September 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 0 and $ 290,000 , respectively.

On January 22, 2025, the Company issued

11 unchanged sentences

The January 1800 Diagonal Note has default terms similar to the 1800 Diagonal Note as described above.

As of June 30, 2025 the outstanding balance amounted to $ 63,889 .

As of September 30, 2025 the outstanding balance amounted to $ 0 .

During the nine months ended September

30, 2025, 1800 Diagonal converted their entire remaining principal balance into 9,963 shares of common stock.

The conversions were not

within the terms of the underlying agreements and the Company recorded a loss on conversion of notes payable in the amount of $ 189,722

during the nine months ended September 30, 2025.

On February 12, 2025, the Company executed

15 unchanged sentences

The per share conversion price into which the Principal, interest (including any Default Interest) shall be equal to $ 0.65

subject to adjustment as provided in the Note (the “Conversion Price”).

If at any time the Conversion Price for any conversion

would be less than the par value of the Common Stock, then at the sole discretion of the Lender, the Conversion Price may equal such par

value for such conversion, and the conversion amount shall be increased to include Additional Principal (where “Additional Principal”

means such additional amount to be added to the conversion amount to the extent necessary to cause the number of conversion shares issuable

upon such conversion to equal the same number of conversion shares as would have been issued if the Conversion Price had not been adjusted

by the Lender to the par value price.

The Lender shall be entitled to deduct $ 1,750 from the conversion amount in each notice of conversion

to cover Lender’s fees associated with each notice of conversion.

The Note may not be converted into shares of the Company’s

common stock if the conversion would result in the Lender and its affiliates owning an aggregate of in excess of 4.99 % of the then-outstanding

shares of the Company’s common stock.

In connection with the issuance of

the Note and the SPA, the Company will issue to the Lender common stock purchase warrants (the “Warrant”), which shall be

exercisable into 450,000 shares of Common Stock.

The relative fair value of the warrants amounted to $ 158,883 and are recorded as a debt

discount to the underlying Note.

($ 7.80 as adjusted for the September Stock Split), subject to adjustment as provided in the Note (the “Conversion Price”).

If at any time the Conversion Price for any conversion would be less than the par value of the Common Stock, then at the sole discretion

of the Lender, the Conversion Price may equal such par value for such conversion, and the conversion amount shall be increased to include

Additional Principal (where “Additional Principal” means such additional amount to be added to the conversion amount to the

extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares

as would have been issued if the Conversion Price had not been adjusted by the Lender to the par value price.

The Lender shall be entitled

to deduct $ 1,750 from the conversion amount in each notice of conversion to cover Lender’s fees associated with each notice of conversion.

The Note may not be converted into shares of the Company’s common stock if the conversion would result in the Lender and its affiliates

owning an aggregate of in excess of 4.99 % of the then-outstanding shares of the Company’s common stock.

In connection with the issuance of the

Note and the SPA, the Company will issue to the Lender common stock purchase warrants (the “Warrant”), which shall be exercisable

into 450,000 shares of Common Stock ( 37,500 as adjusted for the September Stock Split).

The relative fair value of the warrants amounted

to $ 158,883 and are recorded as a debt discount to the underlying Note.

SAFE & GREEN HOLDINGS CORP.

15 unchanged sentences

The “Alternate Price” shall mean the lesser of (i) the applicable conversion price under the

Note, (ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $ 0.52 .

As of June 30, 2025 the outstanding

balance amounted to $ 0 .

Note, (ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $ 0.52 ($ 33.28 as adjusted for the September

Stock Split).

As of September 30, 2025 the outstanding balance amounted to $0 .

On March 6, 2025, the Company closed

10 unchanged sentences

The per share conversion price into which the Principal

and interest converts shall be fifty cents ($ 0.50 ) per share.

Among others, the following shall be considered events of default under

the Note (each an “Event of Default”):

if the Company fails to pay the Principal or interest when due under the Note;

Company fails to issue Conversion Shares to Tysadco upon exercise by Tysadco of the conversion rights under the Note;

or if the Company

breaches any covenant, agreement, or other term or condition of the Note or the accompanying SPA.

Upon the occurrence of an Event of Default,

then the outstanding balance shall immediately increase to 125 % of the outstanding balance immediately prior to the occurrence of the

Event of Default, and a daily penalty of $ 500 will accrue until the default is remedied.

and interest converts shall be fifty cents ($ 0.50 ) per share ($ 32 as adjusted for the September Stock Split).

Among others, the following

shall be considered events of default under the Note (each an “Event of Default”):

if the Company fails to pay the Principal

or interest when due under the Note;

if the Company fails to issue Conversion Shares to Tysadco upon exercise by Tysadco of the conversion

rights under the Note;

or if the Company breaches any covenant, agreement, or other term or condition of the Note or the accompanying

Upon the occurrence of an Event of Default, then the outstanding balance shall immediately increase to 125 % of the outstanding balance

immediately prior to the occurrence of the Event of Default, and a daily penalty of $ 500 will accrue until the default is remedied.

If the Company has not obtained approval

7 unchanged sentences

In connection with the issuance of the

Note and the SPA, the Company will issue 294,000 shares of Common Stock (the “Commitment Shares”) as additional consideration

for the purchase of the Note.

As of June 30, 2025 the outstanding balance amounted to $ 225,000 .

Note and the SPA, the Company will issue 294,000 shares of Common Stock ( 4,594 as adjusted for the September Stock Split) (the “Commitment

Shares”) as additional consideration for the purchase of the Note.

As of September 30, 2025 the outstanding balance amounted to

During the nine months ended September 30, 2025, Tysadco and the Company

entered into an agreement to convert their entire principal balance into 515,625 shares of common stock, of which 190,000 shares of common

stock were formally issued as of September 30, 2025 (“Tysadco Conversion”).

The Company recorded common stock to be issued

in the amount of $ 3,381,436 for the value of the remaining shares to be issued.

The conversion was not within the terms of the underlying

agreements and the Company recorded a loss on conversion of notes payable in the amount of $ 4,725,487 during the nine months ended September

On March 3, 2025, the Company executed

29 unchanged sentences

The per share conversion price into which the Principal, interest (including any

Default Interest) shall be equal to $ 0.65 , subject to adjustment as provided in the Note (the “Conversion Price”).

time the Conversion Price for any conversion would be less than the par value of the Common Stock, then at the sole discretion of GSA,

the Conversion Price may equal such par value for such conversion, and the conversion amount shall be increased to include Additional

Principal (where “Additional Principal” means such additional amount to be added to the conversion amount to the extent necessary

to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been

issued if the Conversion Price had not been adjusted by GSA to the par value price.

GSA shall be entitled to deduct $ 1,750 from the conversion

amount in each notice of conversion to cover GSA’s fees associated with each notice of conversion.

The Note may not be converted

into shares of the Company’s common stock if the conversion would result in GSA and its affiliates owning an aggregate of in excess

of 4.99 % of the then-outstanding shares of the Company’s common stock.

Default Interest) shall be equal to $ 0.65 ($ 41.60 as adjusted for the September Stock Split), subject to adjustment as provided in the

Note (the “Conversion Price”).

If at any time the Conversion Price for any conversion would be less than the par value of

the Common Stock, then at the sole discretion of GSA, the Conversion Price may equal such par value for such conversion, and the conversion

amount shall be increased to include Additional Principal (where “Additional Principal” means such additional amount to be

added to the conversion amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal

the same number of conversion shares as would have been issued if the Conversion Price had not been adjusted by GSA to the par value price.

GSA shall be entitled to deduct $ 1,750 from the conversion amount in each notice of conversion to cover GSA’s fees associated with

each notice of conversion.

The Note may not be converted into shares of the Company’s common stock if the conversion would result

in GSA and its affiliates owning an aggregate of in excess of 4.99 % of the then-outstanding shares of the Company’s common stock.

Among others, the following shall be

9 unchanged sentences

The “Alternate Price” shall mean the lesser of (i) the applicable conversion price under the Note,

(ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $ 0.52 .

As of June 30, 2025 the outstanding balance

amounted to $ 316,000 .

(ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $ 0.52 ($ 33.28 as adjusted for the September Stock

As of September 30, 2025 the outstanding balance amounted to $ 316,000 , and the note is in default.

Generating Alpha

32 unchanged sentences

price, (ii) the closing price of the Common Stock on the date of the event of default (provided, however, that if such date is not a trading

day, then the next trading day after the event of default), or (iii) $ 0.52 (subject to adjustment as provided in the Note).

day, then the next trading day after the event of default), or (iii) $ 0.52 ($ 33.28 as adjusted for the September Stock Split) (subject

to adjustment as provided in the Note).

The total cumulative number of shares

12 unchanged sentences

appointment of a receiver or trustee for it or for a substantial part of its property or business.

After an Event of Default, in addition

to all other rights under the Note, Generating shall have the right to convert any portion of the Note at any time at a price per share

equal to the Alternate Price.

The “Alternate Price” shall mean the lesser of (i) the applicable conversion price under the

Note, (ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $ 0.52 .

As of June 30, 2025 the outstanding

balance amounted to $ 375,000 .

After an Event of Default, in addition to all other rights under the Note, Generating shall have the right to convert any portion of the Note at any time at a price per share equal to the Alternate Price.

The “Alternate Price” shall mean the lesser of (i) the applicable conversion price under the Note, (ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $ 0.52 ($ 33.28 as adjusted for the September Stock Split).

As of September 30, 2025 the outstanding balance amounted to $ 375,000 , and the note is in default.

On June 3, 2025 (the “Effective

2 unchanged sentences

The Note evidences a revolving Line of Credit of Olenox with

Olenox received net loan proceeds of $ 1,350,000 through June 30, 2025.

Olenox received net loan proceeds of $ 1,960,000 through September 30, 2025.

The Note is secured by the Company’s Certificate

of Deposit held with the Lender with an approximate balance of $ 2,000,000 .

The Note shall bear interest

at a rate of five percent ( 5 %) per annum.

The Note shall bear interest at a rate

of five percent ( 5 %) per annum.

Interest shall be calculated based on a year of 360 days.

The Note shall be due in full immediately

upon Lender’s demand.

The Note shall be due in full immediately upon

Lender’s demand.

If no demand is made, Borrower will pay all outstanding principal and all accrued unpaid interest on June 2, 2026.

1 unchanged sentence

The Borrower may prepay all or a portion of the principal without penalty earlier than it is due.

If a payment is 10 days or

more late, the Borrower will be charged a late charge 5.00 % of the unpaid portion of the regular payment.

The Lender reserves a right

of setoff in all of the Borrower’s accounts with the Lender (whether checking, savings, or some other account).

The Borrower authorizes

the Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such

The Note provides for a commercial guaranty by Michael McLaren.

If a payment is 10 days or more late,

the Borrower will be charged a late charge 5.00 % of the unpaid portion of the regular payment.

The Lender reserves a right of setoff in

all of the Borrower’s accounts with the Lender (whether checking, savings, or some other account).

The Borrower authorizes the Lender,

to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts.

Note provides for a commercial guaranty by Michael McLaren.

Among others, the following shall constitute

29 unchanged sentences

The Note is currently in default.

As of June 30, 2025 the outstanding balance amounted to $ 250,000 .

As of September 30, 2025 the outstanding balance amounted to $ 250,000 .

Note B - Note payable dated June 6,

2 unchanged sentences

The Note is currently in default.

As of June 30, 2025 the outstanding balance amounted to $ 281,316 .

As of September 30, 2025 the outstanding balance amounted to $ 274,290 .

Note C - Note payable dated September

2 unchanged sentences

The Note is currently in

As of June 30, 2025 the outstanding balance amounted to $ 106,400 .

As of September 30, 2025 the outstanding balance amounted to $ 106,400 .

Note D - Note payable dated September

2 unchanged sentences

The Note is currently in default.

As of June 30, 2025 the outstanding balance amounted to $ 210,000 .

As of September 30, 2025 the outstanding balance amounted to $ 210,000 .

Note E - Note payable dated October

1 unchanged sentence

The Note is unsecured.

As of June 30, 2025 the outstanding

balance amounted to $ 136,038 .

Note F - Note payable dated February

6, 2022 for $ 125,000 , with interest at 7 % per annum and due on August 6, 2022.

The Note is convertible at a price equal to fifty percent

( 50 %) of the 5 day average closing price for the Common Stock from the trading day immediately preceding the conversion.

The Note is in

As of June 30, 2025 the outstanding balance amounted to $ 125,000 .

Note G - Note payable dated October

4, 2022 for $ 65,000 , with interest at 7 % per annum and due on April 4, 2023.

The Note is convertible at a price equal to fifty percent

( 50 %) of the 5 day average closing price for the Common Stock from the trading day immediately preceding the conversion.

The Note is in

As of June 30, 2025 the outstanding balance amounted to $ 65,000 .

Note H - Note payable of $ 500,000 on

June 28, 2022, for cash of $ 500,000 , with interest at 10 % per annum and due June 28, 2024.

The Note is convertible at a conversion price

equal to the lesser of (i) the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.80,

and (ii) the quotient resulting from dividing $ 20,000,000.00 by the number of outstanding shares of common stock of the Company immediately

prior to the Qualified Financing.

As of September 30, 2025 the

outstanding balance amounted to $ 130,469 .

Note F - Note payable dated February 6, 2022 for $ 125,000 , with interest

at 7 % per annum and due on August 6, 2022.

The Note is originally convertible at a price equal to fifty percent ( 50 %) of the 5 day average

closing price for the Common Stock of Olenox from the trading day immediately preceding the conversion.

The Note is in default.

September 30, 2025 the outstanding balance amounted to $ 125,000 .

Note G - Note payable dated October 4, 2022 for $ 65,000 , with interest

at 7 % per annum and due on April 4, 2023.

The Note is originally convertible at a price equal to fifty percent ( 50 %) of the 5 day average

closing price for the Common Stock of Olenox from the trading day immediately preceding the conversion.

The Note is in default.

September 30, 2025 the outstanding balance amounted to $ 65,000 .

Note H - Note payable of $ 500,000 on June 28, 2022, for cash of $ 500,000 ,

with interest at 10 % per annum and due June 28, 2024.

The Note is originally convertible at a conversion price equal to the lesser of

(i) the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.80, and (ii) the quotient

resulting from dividing $ 20,000,000.00 by the number of outstanding shares of common stock of Machfu immediately prior to the Qualified

The Note is currently in default.

As of June 30, 2025 the outstanding balance amounted to $ 500,000 .

Note I - Note payable of $ 250,000 on

July 12, 2023, for cash of $ 250,000 , with interest at 10 % per annum and due July 12, 2025.

The Note is convertible at a conversion price

equal to the lesser of (i) the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.80,

and (ii) the quotient resulting from dividing $ 20,000,000.00 by the number of outstanding shares of common stock of the Company immediately

prior to the Qualified Financing.

As of June 30, 2025 the outstanding balance amounted to $ 250,000 .

Note J - Note payable dated April 30,

2023, for $ 125,000 , with interest at 7 % per annum and due on April 30, 2024.

The Note is convertible at a price equal to fifty percent

( 50 %) of the 5 day average closing price for the Common Stock from the trading day immediately preceding the conversion.

The Note is in

This noteholder is a related party.

As of June 30, 2025 the outstanding balance amounted to $ 12,000 .

Note K - Note payable of $ 98,231 during

year-ended December 31, 2024, for cash of $ 98,231 , with interest at 7 % per annum and due December 31, 2025.

The Note is convertible at

a price equal to fifty percent ( 50 %) of the 5 day average closing price for the Common Stock from the trading day immediately preceding

the conversion.

As of June 30, 2025 the outstanding balance amounted to $ 98,321 .

As of September 30, 2025 the outstanding balance amounted to $ 500,000 .

Note I - Note payable of $ 250,000 on July 12, 2023, for cash of $ 250,000 ,

with interest at 10 % per annum and due July 12, 2025.

The Note is originally convertible at a conversion price equal to the lesser of

(i) the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.80, and (ii) the quotient

resulting from dividing $ 20,000,000.00 by the number of outstanding shares of common stock of Machfu immediately prior to the Qualified

As of September 30, 2025 the outstanding balance amounted to $ 250,000 .

Note J - Note payable dated April 30, 2023, for $ 125,000 , with interest

at 7 % per annum and due on April 30, 2024.

The Note is originally convertible at a price equal to fifty percent ( 50 %) of the 5 day average

closing price for the Common Stock of Olenox from the trading day immediately preceding the conversion.

The Note is in default.

This noteholder

is a related party.

As of September 30, 2025 the outstanding balance amounted to $ 12,000 .

Note K - Note payable of $ 98,231 during year-ended December 31, 2024,

for cash of $ 98,231 , with interest at 7 % per annum and due December 31, 2025.

The Note is originally convertible at a price equal to fifty

percent ( 50 %) of the 5 day average closing price for the Common Stock of Olenox from the trading day immediately preceding the conversion.

As of September 30, 2025 the outstanding balance amounted to $ 98,321 .

Note L - Note payable of

$ 1,574,096 dated Feb 23, 2023 with interest at 12 % per annum and due on Aug 23, 2023.

The Company assumed the convertible notes payable, of which

the note holder was the Chief executive officer, on an asset purchase agreement effective on February 23, 2023.

The Company assumed the convertible notes

payable, of which the note holder was the Chief executive officer, on an asset purchase agreement effective on February 23, 2023.

The note is due on demand.

The note is in default.

As of June 30, 2025 the outstanding balance amounted to $ 1,674,096 .

During the nine months ended September 30, 2025, $ 765,090 of principal balance

and $ 653,972 of accrued interest was converted into 109,313 shares of common stock (post September Stock Split).

The conversions

were within the terms of the underlying agreements and no gain or loss was recorded.

As of September 30, 2025 the outstanding

balance amounted to $ 909,006 .

Note M - Note payable to a related party of $ 33,722 on various

1 unchanged sentence

There is no interest on the Note.

As of June 30, 2025 the outstanding balance amounted to $ 0 .

As of September 30, 2025 the outstanding balance amounted to $ 0 .

SAFE & GREEN HOLDINGS CORP.

2 unchanged sentences

Notes Payable (continued)

As of June 30, 2025 and December 31,

As of September 30, 2025 and December

31, 2024, long term notes payable consisted of the following:

16 unchanged sentences

Long-term debt, net

Scheduled maturities of notes payable is as follows for the years ending

December 31,:

Scheduled maturities of notes payable is as follows for the

years ending December 31,:

SAFE & GREEN HOLDINGS CORP.

11 unchanged sentences

effect is antidilutive.

At June 30, 2025, there were options,

restricted stock units and warrants of 1, 822, 459 ,962 and 993,547,834 , respectively, outstanding that could potentially dilute future

net income per share.

Because the Company had a net loss as of March 31, 2025, it is prohibited from including potential common shares

in the computation of diluted per share amounts.

At September 30, 2025, there were

options, restricted stock units and warrants of 29, 6,992 and 97,752 , respectively, outstanding that could potentially dilute future net

income per share.

Additionally, there were 9,014 shares of common stock from the conversion of notes payable, an additional 325,625 shares

of common stock to be issued under the Tysado Conversion, 902,025 shares of common stock from the conversion of Series A Preferred Stock

and 4,687,500 shares of common stock from the conversion of Series B Preferred Stock that could potentially dilute net income per share

as of September 30, 2025.

Because the Company had a net loss as of September 30, 2025, it is prohibited from including potential common

shares in the computation of diluted per share amounts.

Accordingly, the Company has used the same number of shares outstanding to calculate

both the basic and diluted loss per share.

At June 30, 2024, there were options, restricted stock units and warrants of 1,822 , 14,887 and

4,023,411 , respectively, outstanding that could potentially dilute future net income per share.

At September 30, 2024, there were options, restricted stock units and warrants of 28,

233 and 62,866 , respectively, outstanding that could potentially dilute future net income per share.

Construction Backlog

The following represents the backlog

of signed construction and engineering contracts in existence at June 30, 2025 and December 31, 2024, which represents the amount of revenue

the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements in effect

at June 30, 2025 and December 31, 2024, respectively, on which work has not yet begun:

of signed construction and engineering contracts in existence at September 30, 2025 and December 31, 2024, which represents the amount

of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements

in effect at September 30, 2025 and December 31, 2024, respectively, on which work has not yet begun:

Balance - beginning of period

6 unchanged sentences

The Company’s remaining backlog

as of June 30, 2025 represents the remaining transaction price of firm contracts for which work has not been performed

and excludes unexercised contract options.

as of September 30, 2025 represents the remaining transaction price of firm contracts for which work has not been

performed and excludes unexercised contract options.

The Company expects to satisfy its backlog

which represents the remaining unsatisfied performance obligation on contracts as of March 31, 2025 over the following period:

which represents the remaining unsatisfied performance obligation on contracts as of September 30, 2025 over the following period:

Within 1 year

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Issuance of common stock for debt

issuance – During the six months ended June 30, 2025, the Company issued 294,000 shares of common stock and warrants for

issuances of debt.

The value of the shares amounted to $ 332,049 , which was recorded as a debt discount.

issuance – During the nine months ended September 30, 2025, the Company issued 294,000 shares of common stock ( 4,594 as

adjusted for the September Stock Split), and warrants for issuances of debt.

The value of the shares amounted to $ 332,049 , which was recorded

as a debt discount.

Restricted Stock Units –

During the six months ended June 30, 2025, the Company issued 68,229 shares of common stock with a value of $ 212,596 for vested restricted

During the nine months ended September 30, 2025, the Company issued 68,229 shares of common stock ( 1,066 as adjusted for the September

Stock Split) with a value of $ 318,894 for vested restricted stock units.

Forgiveness of related party debt – As

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$ 1,275,416 in additional paid in capital which resulted from the forgiveness of its debt along with the transfer of SG DevCorp shares.

Additionally, during the six months ended June 30, 2025, the Company issued 1,216,000 shares of common stock for the forgiveness of accrued

interest on a note payable from the Company’s chief executive officer.

The total amount amounted to $ 494,912 which has been recorded

to additional paid in capital.

Additionally, during the nine months ended September 30, 2025, the Company issued 1,216,000 shares of common stock ( 19,000 as adjusted

for the September Stock Split) for the forgiveness of accrued interest on a note payable from the Company’s chief executive officer.

The total amount amounted to $ 494,912 which has been recorded to additional paid in capital.

Additionally, during the nine months ended

September 30, 2025, the Company issued 90,313 shares of common stock for the forgiveness of the principal amount on outstanding notes

The total amounted to $ 778,938 .

Issuance of common stock for preferred

– During the six months ended June 30, 2025, the Company issued 2,000,000 shares of common stock for the relinquishment of 151,360

preferred shares, which were issued in connection with the Merger of NAHD.

– During the nine months ended September 30, 2025, the Company issued

2,000,000 shares of common stock ( 31,250 as adjusted for the September Stock Split) for the relinquishment of 151,360 preferred shares,

which were issued in connection with the Merger of NAHD.

Such shares were issued to former stockholders of NAHD.

The transaction was accounted

for as an equity-to-equity exchange with a reduction to the preferred stock par value and a corresponding increase to common stock and

additional paid-in capital.

Issuance of common stock for

services – On July 1, 2025, the Company issued 4,017 restricted shares of common stock (post September Stock Split) of

the Company for services provided, with a total value of $ 14,803 .

Pre-funded warrant exercises –

Commencing on July 31, 2025, and ending on August 8, 2025, the Company received exercises notices for a total of 279,752 pre-funded warrants

and were correspondingly issued 279,752 shares of common stock (post September Stock Split) of the Company.

Conversions – During

the nine months ended the Company issued 199,963 (post September Stock Split from the conversion of $ 696,250 in outstanding notes payable.

The excess value of common stock resulted in a loss of $ 4,915,209 being recognized.

Common stock to be issued

– In connection with the Tysadco Conversion, the Company recorded common stock to be issued in the amount of $ 3,381,436 for the

value of the remaining shares to be issued.

Inducement - On March

8, 2024, the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with a certain holder (the “Holder”)

of warrants to purchase shares of the Company’s common stock, par value $ 0.01 per share (the “Common Stock”), issued

in a private placement offering that closed on October 27, 2021 (the “Existing Warrants”).

Pursuant to the Inducement Agreement,

the Holder of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase up to 1,898,630 shares of common stock

( 94,932 as adjusted for the May Stock Split), at an exercise price of $ 0.2603 per share ($ 5.206 as adjusted for the May Stock Split).

The Company recognized common stock deemed dividends in the amount of $ 670,881 which resulted from the excess initial fair value of the

New Warrants Shares issued described below.

In addition, the Company incurred $ 454,867 of equity related costs which have been netted

with the net proceeds from the July 2022 Offering.

The Company received aggregate gross proceeds of approximately $ 494,213 , before deducting

placement agent fees and other expenses payable by the Company.

8, 2024, the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with a certain holder (the

“Holder”) of warrants to purchase shares of the Company’s common stock, par value $ 0.01 per share (the “Common

Stock”), issued in a private placement offering that closed on October 27, 2021 (the “Existing Warrants”).

to the Inducement Agreement, the Holder of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase up to

1,898,630 shares of common stock ( 94,932 as adjusted for the May Stock Split and 1,483 as further adjusted for the September Stock Split),

at an exercise price of $ 0.2603 per share ($ 5.206 as adjusted for the May Stock Split and $ 333.18 as further adjusted for the September

Stock Split).

The Company recognized common stock deemed dividends in the amount of $ 670,881 which resulted from the excess initial fair

value of the New Warrants Shares issued described below.

In addition, the Company incurred $ 454,867 of equity related costs which have

been netted with the net proceeds from the July 2022 Offering.

The Company received aggregate gross proceeds of approximately $ 494,213 ,

before deducting placement agent fees and other expenses payable by the Company.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Stockholders’ Equity (continued)

In consideration of the Holder’s

immediate exercise of the Existing Warrants, the Company issued unregistered warrants (the “New Warrants”) to purchase 3,797,260

shares of Common Stock ( 189,863 as adjusted for the May Stock Split) ( 200 % of the number of shares of common stock issued upon exercise

of the Existing Warrants) (the “New Warrant Shares”) to the Holder.

shares of Common Stock ( 189,863 as adjusted for the May Stock Split and 2,967 as further adjusted for the September Stock Split) ( 200 %

of the number of shares of common stock issued upon exercise of the Existing Warrants) (the “New Warrant Shares”) to the Holder.

The issuance of the shares of Common

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New Warrants, and (ii) $ 10,000 for legal fees and other out-of-pocket expenses.

SAFE & GREEN HOLDINGS

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Stockholders’ Equity (continued)

May 2024 Private Placement

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Pursuant to the Securities Purchase Agreement, the Purchaser agreed to purchase 130,000 shares (the “Shares”) of the Company’s

common stock, par value $ 0.01 per share (the “Common Stock”), and pre-funded warrants to purchase 1,249,310 shares of Common

Stock in lieu thereof (the “Pre-Funded Warrants”) and common warrants (the “Common Warrants”) to purchase up to

2,758,620 shares of Common Stock.

Pursuant to the May Securities Purchase Agreement, the combined offering price of each Share and Common

Warrant was set at $ 2.90 and the combined offering price of each Pre-Funded Warrant and Common Warrant was set at $ 2.8999 .

the Pre-Funded Warrants, the Common Warrants and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and Common

Warrants are collectively referred to herein as the “Securities.”

common stock ( 2,031 as adjusted for the September Stock Split), par value $ 0.01 per share (the “Common Stock”), and pre-funded

warrants to purchase 1,249,310 shares of Common Stock ( 19,520 as adjusted for the September Stock Split) in lieu thereof (the “Pre-Funded

Warrants”) and common warrants (the “Common Warrants”) to purchase up to 2,758,620 shares of Common Stock ( 43,103 as

adjusted for the September Stock Split).

Pursuant to the May Securities Purchase Agreement, the combined offering price of each Share

and Common Warrant was set at $ 2.90 ($ 185.60 as adjusted for the September Stock Split) and the combined offering price of each Pre-Funded

Warrant and Common Warrant was set at $ 2.8999 ($ 185.59 as adjusted for the September Stock Split).

The Shares, the Pre-Funded Warrants,

the Common Warrants and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and Common Warrants are collectively

referred to herein as the “Securities.”

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Stockholders’ Equity (continued)

The Pre-Funded Warrants are exercisable

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Stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants and have an exercise price of $ 2.65 per share ($ 169.60

may not exercise any Pre-Funded Warrants that would cause the aggregate number of shares of common stock beneficially owned by the holder

to exceed 9.99 % of the Company’s outstanding Common Stock immediately after exercise.

A holder may not exercise any Common Warrants

that would cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 4.99 % of the Company’s

outstanding Common Stock immediately after exercise.

The Pre-Funded Warrants and the Common Warrants are subject to adjustment in the

event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the

Common Stock and also upon any distributions for no consideration of assets to the Company’s stockholders.

In the event of certain

corporate transactions, the holders of the Pre-Funded Warrants and the Common Warrants will be entitled to receive, upon exercise of the

Pre-Funded Warrants and the Common Warrants, respectively, the kind and amount of securities, cash or other property that the holders

would have received had they exercised the Pre-Funded Warrants and the Common Warrants immediately prior to such transaction.

The Pre-Funded

Warrants and the Common Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which

holders of common stock are entitled.

as adjusted for the September Stock Split).

A holder may not exercise any Pre-Funded Warrants that would cause the aggregate number of

shares of common stock beneficially owned by the holder to exceed 9.99 % of the Company’s outstanding Common Stock immediately after

A holder may not exercise any Common Warrants that would cause the aggregate number of shares of common stock beneficially owned

by the holder to exceed 4.99 % of the Company’s outstanding Common Stock immediately after exercise.

The Pre-Funded Warrants and

the Common Warrants are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations,

reclassifications or similar events affecting the Common Stock and also upon any distributions for no consideration of assets to the Company’s

stockholders.

In the event of certain corporate transactions, the holders of the Pre-Funded Warrants and the Common Warrants will be entitled

to receive, upon exercise of the Pre-Funded Warrants and the Common Warrants, respectively, the kind and amount of securities, cash or

other property that the holders would have received had they exercised the Pre-Funded Warrants and the Common Warrants immediately prior

to such transaction.

The Pre-Funded Warrants and the Common Warrants do not entitle the holders thereof to any voting rights or any of

the other rights or privileges to which holders of common stock are entitled.

In the event of a “Fundamental

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the Common Warrants on the date of consummation of such Fundamental Transaction.

SAFE & GREEN HOLDINGS

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

5 unchanged sentences

Additionally, during the year ended December

31, 2024, 294,310 prefunded warrants were exercised.

31, 2024, 294,310 prefunded warrants ( 4,599 as adjusted for the September Stock Split) were exercised.

April Private Placement

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and sale of approximately $ 8 million of shares of the Company’s common stock (the “Common Stock”) and investor warrants

at a price of $ 0.392 per Common Unit.

The Company issued 2,504,000 shares of common stock in this transaction.

The entire transaction

was priced at the market under Nasdaq rules.

The offering consisted of the sale of Common Units (or Pre-Funded Units), each consisting

of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant (“April Pre-Funded Warrants”), (ii) one (1) Series A PIPE

Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $ 0.784 (the “Series A Warrant”)

and (iii) one (1) Series B PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $ 0.98 (the

“Series B Warrant” and together with the Series A Warrant, the “Warrants”).

at a price of $ 0.392 per Common Unit ($ 25.09 as adjusted for the September Stock Split).

The Company issued 2,504,000 shares of common

stock ( 39,126 as adjusted for the September Stock Split) in this transaction.

The entire transaction was priced at the market under Nasdaq

The offering consisted of the sale of Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Common Stock

or one (1) Pre-Funded Warrant (“April Pre-Funded Warrants”), (ii) one (1) Series A PIPE Common Warrant to purchase one (1)

share of Common Stock per warrant at an exercise price of $ 0.784 (the “Series A Warrant”) ($ 40.18 as adjusted for the September

Stock Split) and (iii) one (1) Series B PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price

of $ 0.98 ($ 62.72 as adjusted for the September Stock Split) (the “Series B Warrant” and together with the Series A Warrant,

the “Warrants”).

The initial exercise price of each Series

A Warrant is $ 0.784 per share of Common Stock.

The Series A Warrants are exercisable following stockholder approval and expire five (5)

years thereafter.

The number of securities issuable under the Series A Warrant is subject to adjustment as described in more detail in

the Series A Warrant.

The initial exercise price of each Series B Warrant is $ 0.98 per share of Common Stock or pursuant to an alternative

cashless exercise option.

The Series B Warrants are exercisable following stockholder approval and expire two and one-half ( 2.5 ) years

The number of securities issuable under the Series B Warrant is subject to adjustment as described in the Series B Warrant.

A Warrant is $ 0.784 per share of Common Stock ($ 50.18 as adjusted for the September Stock Split).

The Series A Warrants are exercisable

following stockholder approval and expire five (5) years thereafter.

The number of securities issuable under the Series A Warrant is subject

to adjustment as described in more detail in the Series A Warrant.

The initial exercise price of each Series B Warrant is $ 0.98 per share

of Common Stock ($ 62.72 as adjusted for the September Stock Split) or pursuant to an alternative cashless exercise option.

B Warrants are exercisable following stockholder approval and expire two and one-half ( 2.5 ) years thereafter.

The number of securities

issuable under the Series B Warrant is subject to adjustment as described in the Series B Warrant.

Each Pre-Funded Warrant is exercisable

17 unchanged sentences

Company has agreed to pay Aegis a commission equal to 5.0 % of the aggregate gross proceeds from the offering.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Stockholders’ Equity (continued)

The Purchase Agreement contains customary

3 unchanged sentences

fees and the payment of other offering expenses associated with the offering that were payable by the Company.

On July 17, 2025, the Company entered into an

Exchange Agreement (the “ Exchange Agreement ”) by and among the Company and the Purchasers.

Pursuant to the Exchange

Agreement, the parties intended to effect a voluntary security exchange transaction (the “Exchange Transaction ”) whereby

the Purchasers will exchange the Series A and Series B Warrants previously purchased in the April Private Placement for an aggregate of

60,000 shares of Series B Preferred Stock (the “ Exchange Shares ”), with the New Series B Convertible Preferred Stock’s

rights and preferences being set forth on that certain certificate of designation (the “ Certificate of Designation ”)

of the Company, filed with the State of Delaware on July 17, 2025.

The Exchange Agreement contains other customary provisions including

representations and warranties for the Company and the Purchasers, governing law, and notice.

May ELOC - On May 29,

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traded price of Common Stock during the seven (7) trading days prior to the applicable closing date multiplied by 90 %.

As of June 30,

As of September

30, 2025, no shares have been purchased under the ELOC Purchase Agreement.

3 unchanged sentences

Statements (Unaudited)

Preferred Shares

As of September 30, 2025, the Company

had 60,000 shares of Series B Preferred Stock issued and outstanding.

The rights and privileges of the Series A Preferred Stock are as

- Dividends - Holders shall be entitled to receive, and the Company shall pay, dividends on shares of Preferred

Stock equal (on an as-if-converted-to-Common-Stock basis, disregarding for such purpose any conversion limitations hereunder) to and in

the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common

No other dividends shall be paid on shares of Preferred Stock.

The Company shall not pay any dividends on the Common Stock unless

the Corporation simultaneously complies with this provision.

- Voting Rights.

Except as otherwise provided herein or as otherwise required by law, the issuance of preferred

stock has limited voting power, such that the preferred stock would vote as if converted at the “Nasdaq Minimum Price” as

defined in Listing Rule 5635(d)(1), on the date of issuance.

Notwithstanding the foregoing, the holders of the Series B Preferred Stock

shall not be permitted to vote in excess of 19.99 % until shareholder approval for the Series B Preferred Stock is obtained.

Additionally,

as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of at

least 67 % of the then-outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given

to the Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends,

redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the Preferred

Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders,

(d) increase the number of authorized shares of Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

- Liquidation.

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary

(a “Liquidation”), prior and in preference to the Junior Stock, the Holders shall be entitled to receive out of the assets,

whether capital or surplus, of the Corporation an amount in cash equal to the Stated Value, plus any accrued and unpaid dividends thereon

and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Preferred

Stock, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to

the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares

if all amounts payable thereon were paid in full.

The preference set forth in this Section 5 shall apply mutatis mutandis to any

distributions to be made upon the consummation of a Fundamental Transaction.

The Company shall mail written notice of any such Liquidation,

not less than 45 days prior to the payment date stated therein, to each Holder.

- Conversion.

- a) Conversions at Option

Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date

at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set forth in Section 6(d)

and Section 6(e)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price.

Holders shall effect

conversions by providing the Company with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”).

Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock

owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date

on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by .pdf via email such

Notice of Conversion to the Company (such date, the “Conversion Date”).

If no Conversion Date is specified in a Notice of

Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Company is deemed delivered hereunder.

No ink-original

Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of

Conversion form be required.

The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest

or mathematical error.

To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s)

representing the shares of Preferred Stock to the Company unless all of the shares of Preferred Stock represented thereby are so converted,

in which case such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion

Date at issue.

Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled

and shall not be reissued.

b) Conversion Price.

The conversion price for the Preferred Stock shall equal the lesser of (i) $ 0.392 ($ 25.09

as adjusted for the September Stock Split), subject to adjustment herein (the “Set Price”) and (ii) the greater of (A) 90 %

of the lowest daily VWAP of the Common Stock during the ten (10) consecutive Trading Day period ending and including the Trading Day immediately

preceding the delivery or deemed delivery of the applicable Notice of Conversion and (B) $ 0.20 ($ 12.80 as adjusted for the September Stock

Split) subject to adjustment herein (the lower of (i) and (ii), the “Conversion Price”).

As of September 30, 2025, the Company

had 3,848,640 shares of Series A Preferred Stock issued and outstanding.

The rights and privileges of the Series A Preferred Stock are

the same as the Series B Preferred Stock as stated above, with the exception that the Series A Holders shall have no voting rights, and

each share of Preferred Stock has the right to convert into shares of common stock of the Company at a ratio of 1 for 0.234375, meaning

each 64 Preferred Shares will convert into 15 shares of common stock of the Company.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Segments and Disaggregated Revenue

The Company’s Chief Operating Decision Maker

(“CODM”) as defined under GAAP, who is the Company’s Chief Financial Officer and Chief Executive Officer , has determined

that the Company is currently organized its operations into the segments as follows.

The Company’s Chief Operating

Decision Maker (“CODM”) as defined under GAAP, who is the Company’s Chief Financial Officer and Chief Executive Officer ,

has determined that the Company is currently organized its operations into the segments as follows.

We have organized our operations into three segments:

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segments, as well as for Corporate and support, is provided in the following table:

Three Months Ended June 30, 2025

Corporate and support

Three Months Ended September 30, 2025

Significant segment expenses:

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( 2,507,726 )

Other expense

Other income (expense)

( 3,009,884 )

2 unchanged sentences

$ ( 758,652 )

$ ( 5,315,872 )

Depreciation and amortization

Corporate and support

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Significant segment expenses:

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$ ( 3,716,105

$ ( 4,514,693 )

$ ( 4,677,000 )

Depreciation and amortization

Capital expenditures

SAFE & GREEN HOLDINGS CORP.

2 unchanged sentences

Segments and Disaggregated Revenue (continued)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Significant segment expenses:

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Operating loss

( 1,307,550 )

( 2,734,606 )

( 1,476,639 )

( 5,519,762 )

Other expense

( 1,224,516 )

( 1,800,776 )

$ ( 1,571,581 )

$ ( 3,959,122 )

( 1,788,868 )

$ ( 7,320,538 )

Other income (expense)

Depreciation and amortization

Capital expenditure

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Significant segment expenses:

29 unchanged sentences

Offering, the Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,313 shares

of common stock ( 216 shares as adjusted for the May Stock Split), at an exercise price of $ 125.00 per share ($ 2,500.00 as adjusted

for the May Stock Split),.

The warrants are exercisable at the option of the holder on or after June 21, 2018 and expire June 21,

2023 .The fair value of warrants was calculated utilizing a Black-Scholes model and amounted to $ 63,796 .

The fair market value of the warrants

as of the date of issuance has been included in issuance costs in additional paid-in capital.

of common stock ( 216 shares as adjusted for the May Stock Split and 3 shares as further adjusted for the September Stock Split),

at an exercise price of $ 125.00 per share ($ 2,500 as adjusted for the May Stock Split and $ 160,000 as further adjusted for the September

Stock Split).

The warrants are exercisable at the option of the holder on or after June 21, 2018 and expire June 21, 2023 .The fair

value of warrants was calculated utilizing a Black-Scholes model and amounted to $ 63,796 .

The fair market value of the warrants as of

the date of issuance has been included in issuance costs in additional paid-in capital.

In conjunction with the Purchase Agreement

in April 2019, the Company also sold warrants to purchase up to an aggregate of 42,388 shares of common stock ( 2,119 shares

as adjusted for the May Stock Split), at an initial exercise price of $ 27.50 per share ($ 550.00 as adjusted for the May Stock Split).

as adjusted for the May Stock Split and 33 shares as further adjusted for the September Stock Split), at an initial exercise price of

$ 27.50 per share ($ 550.00 as adjusted for the May Stock Split and $ 35,200 shares as further adjusted for the September Stock Split).

The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire October 29, 2024 .

issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,239 shares of common stock ( 212

shares as adjusted for the May Stock Split), at an initial exercise price of $ 27.50 per share ($ 550.00 as adjusted for the May Stock

Split), The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire April 24, 2024 .

shares as adjusted for the May Stock Split and 3 shares as further adjusted for the September Stock Split), at an initial exercise price

of $ 27.50 per share ($ 550.00 as adjusted for the May Stock Split and $ 35,200 shares as further adjusted for the September Stock Split),

The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire April 24, 2024 .

In conjunction with the Underwriting

Agreement in August 2019, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 2,250 shares

of common stock ( 112 shares as adjusted for the May Stock Split), at an initial exercise price of $ 21.25 per share ($ 425.00

as adjusted for the May Stock Split), The warrants are exercisable at the option of the holder on or after February 1, 2020 and expire August

of common stock ( 112 shares as adjusted for the May Stock Split and 2 shares as further adjusted for the September Stock Split),

at an initial exercise price of $ 21.25 per share ($ 425.00 as adjusted for the May Stock Split and $ 27,200 shares as further adjusted

for the September Stock Split), The warrants are exercisable at the option of the holder on or after February 1, 2020 and expire August

In conjunction with the Underwriting

Agreement in May 2020, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 300,000 shares

of common stock ( 15,000 shares as adjusted for the May Stock Split), at an initial exercise price of $ 3.14 per share ($ 62.80

as adjusted for the May Stock Split), The warrants are exercisable at the option of the holder on or after November 6, 2020 and

expire May 5, 2025 .

During the year ended December 31, 2021, 226,300 ( 11,315 shares as adjusted for the May Stock Split), warrants were

exercised and converted into common stock of the Company.

The Company has received proceeds of approximately $ 707,000 from the exercise

of the warrants.

of common stock ( 15,000 shares as adjusted for the May Stock Split and 234 shares as further adjusted for the September Stock Split),

at an initial exercise price of $ 3.14 per share ($ 62.80 as adjusted for the May Stock Split and $ 4,019.20 shares as further adjusted

for the September Stock Split), The warrants are exercisable at the option of the holder on or after November 6, 2020 and expire

May 5, 2025 .

During the year ended December 31, 2021, 226,300 ( 11,315 shares as adjusted for the May Stock Split and 177 shares as

further adjusted for the September Stock Split), warrants were exercised and converted into common stock of the Company.

has received proceeds of approximately $ 707,000 from the exercise of the warrants.

In conjunction with the Purchase

Agreement in October 2021, the Company also issued Series A warrants to purchase up to 1,898,630 shares of Common Stock ( 94,932

shares as adjusted for the May Stock Split), in a concurrent private placement.

The warrants are have an exercise price of $ 4.80 per

share, ($ 96.00 as adjusted for the May Stock Split), exercisable at the option of the holder on or after October 26, 2021 and

will expire five years from the date of issuance.

These warrants were exercised in connection with the Inducement Agreement

during the three months ended March 31, 2024.

In conjunction with the issuance of

the Debenture in February 2023, the Company issued the Peak Warrant to purchase 500,000 shares of the Company’s common stock ( 25,000

shares as adjusted for the May Stock Split).The Peak Warrant expires five years from its date of issuance.

The Peak Warrant is exercisable,

at the option of the holder, at any time, for up to 500,000 of shares of common stock ( 25,000 shares as adjusted for the May Stock

Split), of the Company at an exercise price equal to $ 2.25 (the “Exercise Price”) ($ 45.00 as adjusted for the May Stock

Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events and in the event the Company,

at any time while the Peak Warrant is outstanding, issues, sells or grants any option to purchase, or sells or grants any right to reprice,

or otherwise disposes of, or issues common stock or other securities convertible into, exercisable for, or otherwise entitle any person

the right to acquire, shares of common stock, other than with respect to an Exempt Issuance (as defined in the Debenture), at an

effective price per share that is lower than the then Exercise Price.

In the event of any such anti-dilutive event, the Exercise Price

will be reduced at the option of the holder to such lower effective price of the dilutive event, subject to a floor price of $ 0.40 per

share ($ 8.00 as adjusted for the May Stock Split) unless and until the Company obtains shareholder approval for any issuance below

such floor price.

The initial fair value of the Peak Warrant amounted to $ 278,239 and was recorded, in combination with common stock issued

above, as a debt discount of $ 354,329 at the time of issuance of the Debenture.

shares as adjusted for the May Stock Split and 1,483 shares as further adjusted for the September Stock Split), in a concurrent private

The warrants have an exercise price of $ 4.80 per share, ($ 96.00 as adjusted for the May Stock Split and

$ 6,144 shares as further adjusted for the September Stock Split), exercisable at the option of the holder on or after October 26,

2021 and will expire five years from the date of issuance.

These warrants were exercised in connection with the Inducement

Agreement during the three months ended March 31, 2024.

In conjunction with the issuance

of the Debenture in February 2023, the Company issued the Peak Warrant to purchase 500,000 shares of the Company’s common

stock ( 25,000 shares as adjusted for the May Stock Split and 391 shares as further adjusted for the September Stock Split).

Peak Warrant expires five years from its date of issuance.

The Peak Warrant is exercisable, at the option of the holder, at any

time, for up to 500,000 of shares of common stock ( 25,000 shares as adjusted for the May Stock Split and 391 shares as further

adjusted for the September Stock Split), of the Company at an exercise price equal to $ 2.25 (the “Exercise

Price”) ($ 45.00 as adjusted for the May Stock Split and $ 2,880 shares as further adjusted for the September Stock Split),

subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events and in the event the Company, at

any time while the Peak Warrant is outstanding, issues, sells or grants any option to purchase, or sells or grants any right to

reprice, or otherwise disposes of, or issues common stock or other securities convertible into, exercisable for, or otherwise

entitle any person the right to acquire, shares of common stock, other than with respect to an Exempt Issuance (as defined in

the Debenture), at an effective price per share that is lower than the then Exercise Price.

In the event of any such anti-dilutive

event, the Exercise Price will be reduced at the option of the holder to such lower effective price of the dilutive event, subject

to a floor price of $ 0.40 per share ($ 8.00 as adjusted for the May Stock Split and $ 512 shares as further adjusted for the

September Stock Split) unless and until the Company obtains shareholder approval for any issuance below such floor price.

initial fair value of the Peak Warrant amounted to $ 278,239 and was recorded, in combination with common stock issued above, as a

debt discount of $ 354,329 at the time of issuance of the Debenture.

SAFE & GREEN HOLDINGS CORP.

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Holdings Debenture in January 2024, the Company issued the “Peak Warrant” #3 to purchase up to 375,000 shares of the

Company’s common stock ( 18,750 as adjusted for the May Stock Split) to Peak One’s designee, as described in the January 2024

Purchase Agreement.

The PeakWarrant #3 expires five years from its date of issuance.

The Peak Warrant #3 is exercisable, at

the option of the holder, at any time, for up to 375,000 of shares of common stock ( 18,750 as adjusted for the May Stock Split) of the

Company at an exercise price equal to $ 0.53 (the “Exercise Price”) ($ 10.60 as adjusted for the May Stock Split), subject to

adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions

that are subject to a floor price as set forth in the Peak Warrant #3.

The Peak Warrant #3 provides for cashless exercise under certain

circumstances.

The initial fair value of the Peak Warrant #3 amounted to $ 109,161 and was recorded, in combination with common stock issued

above, as a debt discount of $ 251,361 at the time of issuance of the Debenture.

Company’s common stock ( 18,750 as adjusted for the May Stock Split and 293 shares as further adjusted for the September Stock Split)

to Peak One’s designee, as described in the January 2024 Purchase Agreement.

The PeakWarrant #3 expires five years from

its date of issuance.

The Peak Warrant #3 is exercisable, at the option of the holder, at any time, for up to 375,000 of shares of common

stock ( 18,750 as adjusted for the May Stock Split and 293 shares as further adjusted for the September Stock Split) of the Company at

an exercise price equal to $ 0.53 (the “Exercise Price”) ($ 10.60 as adjusted for the May Stock Split and $ 678.40 shares as

further adjusted for the September Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar

events, as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the Peak Warrant #3.

Peak Warrant #3 provides for cashless exercise under certain circumstances.

The initial fair value of the Peak Warrant #3 amounted to

$ 109,161 and was recorded, in combination with common stock issued above, as a debt discount of $ 251,361 at the time of issuance of the

In connection with the Private Placement

in May 2024, the Company issued common warrants (the “Common Warrants”) to purchase up to 2,758,620 shares of the Company’s

common stock.

The Common Warrants are exercisable immediately following the date of issuance, have a term of five years from the effective

date of the corresponding registration statement registering the shares of Company common stock and the shares of Company common stock

issuable upon exercise of the Common Warrants and have an exercise price of $ 2.65 per share.

A holder may not exercise any Common

Warrants that would cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 4.99 % of

the Company’s outstanding common stock immediately after exercise.

The Common Warrants are subject to adjustment in the event of

certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common

stock and also upon any distributions for no consideration of assets to the Company’s stockholders.

In the event of certain corporate

transactions, the holders of the Common Warrants will be entitled to receive, upon exercise of the Common Warrants the kind and amount

of securities, cash or other property that the holders would have received had they exercised the Common Warrants immediately prior to

such transaction.

The Common Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges

to which holders of common stock are entitled.

common stock ( 43,103 as adjusted for the September Stock Split).

The Common Warrants are exercisable immediately following the date of

issuance, have a term of five years from the effective date of the corresponding registration statement registering the shares

of Company common stock and the shares of Company common stock issuable upon exercise of the Common Warrants and have an exercise price

of $ 2.65 per share ($ 169.60 as adjusted for the September Stock Split).

A holder may not exercise any Common Warrants that would

cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 4.99 % of the Company’s

outstanding common stock immediately after exercise.

The Common Warrants are subject to adjustment in the event of certain stock dividends

and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any

distributions for no consideration of assets to the Company’s stockholders.

In the event of certain corporate transactions, the

holders of the Common Warrants will be entitled to receive, upon exercise of the Common Warrants, the kind and amount of securities, cash

or other property that the holders would have received had they exercised the Common Warrants immediately prior to such transaction.

Common Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of common

stock are entitled.

In connection with the issuance of debt

to Firstfire in February 2025, the Company issued warrants (the “Firstfire Warrants”) to purchase up to 450,000 shares of the

Company’s common stock.

The Firstfire Warrants are exercisable immediately following the date of issuance, have a term of five years

and have an exercise price of $ 0.80 per share.

A holder may not exercise any of the Firstfire Warrants that would cause the aggregate

number of shares of common stock beneficially owned by the holder to exceed 4.99 % of the Company’s outstanding common

stock immediately after exercise.

The Firstfire Warrants are subject to adjustment in the event of certain stock dividends and distributions,

stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions for no

consideration of assets to the Company’s stockholders.

In the event of certain corporate transactions, the holders of the Firstfire

Warrants will be entitled to receive, upon exercise of the Firstfire Warrants the kind and amount of securities, cash or other property

that the holders would have received had they exercised the Common Warrants immediately prior to such transaction.

The Firstfire Warrants

do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of common stock are

Company’s common stock ( 7,031 as adjusted for the September Stock Split).

The Firstfire Warrants are exercisable immediately following

the date of issuance, have a term of five years and have an exercise price of $ 0.80 per share ($ 51.20 as adjusted for the September Stock

A holder may not exercise any of the Firstfire Warrants that would cause the aggregate number of shares of common stock beneficially

owned by the holder to exceed 4.99 % of the Company’s outstanding common stock immediately after exercise.

The Firstfire

Warrants are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications

or similar events affecting the common stock and also upon any distributions for no consideration of assets to the Company’s stockholders.

In the event of certain corporate transactions, the holders of the Firstfire Warrants will be entitled to receive, upon exercise, the

kind and amount of securities, cash or other property that the holders would have received had they exercised the Common Warrants immediately

prior to such transaction.

The Firstfire Warrants do not entitle the holders thereof to any voting rights or any of the other rights or

privileges to which holders of common stock are entitled.

In connection with the April Private

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Stock, shares underlying the Series A Warrants and shares underlying the Series B Warrants are collectively referred to as the “Securities”.

In connection with the April Private

Placement, the Company entered into a registration rights agreement with the Purchasers on April 14, 2025 (the “Registration Rights

Agreement”), pursuant to which the Company is required to file a registration statement covering the resale of the Securities by

April 30, 2025.

Pursuant to the terms of the letter

of engagement with D.

Boral Capital LLC (the “Placement Agent”), the Company paid the Placement Agent a placement agent commission

equal to 6.0 % of the aggregate gross proceeds from the offering, and an additional 1.0 % for non-accountable expenses.

In addition, the

Company agreed to reimburse the placement agent for certain of out-of-pocket expenses, including for reasonable legal fees and disbursements

for its counsel.

Additionally, pursuant to the Company’s letter of engagement with Aegis Capital Corp.

(“Aegis”), the

Company has agreed to pay Aegis a commission equal to 5.0 % of the aggregate gross proceeds from the offering.

Warrant activity for the six months

ended June 30, 2025 are summarized as follows:

In connection with the Exchange Agreement the

Purchasers will exchange the Series A and Series B Warrants previously purchased in the April Private Placement for the Exchange Shares.

Warrant activity for the nine months

ended September 30, 2025 are summarized as follows:

Warrants Number of

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Granted 286,783 —

Outstanding and exercisable – June 30, 2025 993,551,519 $ 0.92 4.25 $ —

Exercised ( 279,752 )

Outstanding and exercisable – September 30, 2025 97,752 $ 72.10 4.00 $ —

The fair value of warrants granted during

the six months ended June 30, 2025 were valued using a Black-Scholes Value model, with the following assumptions

the nine months ended September 30, 2025 were valued using a Black-Scholes Value model, with the following assumptions

Risk-free interest rate

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Share-based Compensation

On October 26, 2016, the Company’s

Board of Directors approved the issuance of up to 25,000 shares of the Company’s common stock ( 1,250 shares as adjusted

for the May Stock Split), in the form of restricted stock or options (“2016 Stock Plan”).

Effective January 30, 2017,

the 2016 Stock Plan was amended and restated as the SG Blocks, Inc.

Stock Incentive Plan, as further amended effective June

1, 2018 as further amended on July 30, 2020, as further amended on August 18, 2021 and as further amended effective October 5, 2023 (as

amended, the “Incentive Plan”).

The Incentive Plan authorizes the issuance of up to 8,625,000 shares of common stock

( 431,250 shares as adjusted for the May Stock Split).

It authorizes the issuance of equity-based awards in the form of stock options,

stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards to non-employee directors

and to officers, employees and consultants of the Company and its subsidiary, except that incentive stock options may only be granted

to the Company’s employees and its subsidiary’s employees.

The Incentive Plan expires on October 26, 2026, and is administered

by the Company’s Compensation Committee of the Board of Directors.

Each of the Company’s employees, directors, and consultants

are eligible to participate in the Incentive Plan.

As of March 31, 2025, there were — shares of common stock available

for issuance under the Incentive Plan.

On October 26, 2016, the

Company’s Board of Directors approved the issuance of up to 25,000 shares of the Company’s common stock ( 1,250

shares as adjusted for the May Stock Split), in the form of restricted stock or options (“2016 Stock Plan”).

Effective January 30, 2017, the 2016 Stock Plan was amended and restated as the SG Blocks, Inc.

Stock Incentive Plan,

as further amended effective June 1, 2018 as further amended on July 30, 2020, as further amended on August 18, 2021 and as

further amended effective October 5, 2023 (as amended, the “Incentive Plan”).

The Incentive Plan authorizes the issuance

of up to 8,625,000 shares of common stock ( 431,250 shares as adjusted for the May Stock Split and 6,738 as further adjusted for the September Stock Split).

It authorizes the issuance of

equity-based awards in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other

share-based awards and cash-based awards to non-employee directors and to officers, employees and consultants of the Company

and its subsidiary, except that incentive stock options may only be granted to the Company’s employees and its

subsidiary’s employees.

The Incentive Plan expires on October 26, 2026, and is administered by the Company’s

Compensation Committee of the Board of Directors.

Each of the Company’s employees, directors, and consultants are eligible to

participate in the Incentive Plan.

As of March 31, 2025, there were — shares of common stock available for

issuance under the Incentive Plan.

Stock-Based Compensation Expense

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consolidated statements of operations as follows:

Six Months Ended

Nine Months Ended

September 30,

Payroll and related expenses

Stock-Based Option Awards

The Company has issued no stock-based options during the six

months ended June 30, 2025 or 2024.

The Company has issued no stock-based

options during the nine months ended September 30, 2025 or 2024.

Because the Company does not have significant

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The following table summarizes stock-based

option activities and changes during the six months ended June 30, 2025 as described below:

option activities and changes during the nine months ended September 30, 2025 as described below:

Shares Weighted

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Outstanding – December 31, 2024 29 $ 496.00 $ 1,574.20 4.34 —

Outstanding – June 30, 2025 1,822 $ 496.00 $ 1,574.20 3.59 —

Outstanding – September 30, 2025 29 $ 31,744 $ 100,748.80 3.59 —

Exercisable – December 31, 2024 29 31,744 100,748.80 —

Exercisable – June 30, 2025 —

Exercisable – September 30, 2025 —

Restricted Stock Units

During the six months ended June 30,

During the nine months ended September

30, 2025, a total of 1,250 of restricted stock units were granted to the board of directors the Company, under the Company’s stock-based

5 unchanged sentences

Share-based Compensation (continued)

As of June 30, 2025, there was $0 unrecognized

As of September 30, 2025, there was $ 157,382 unrecognized

compensation costs related to non-vested restricted stock units.

The following table summarized restricted stock unit activities

during the three months ended June 30, 2025:

during the three months ended September 30, 2025:

Non-vested balance at January 1, 2025

Forfeited/Expired

Non-vested balance at June 30, 2025

Non-vested balance at September 30, 2025

Commitments and Contingencies

78 unchanged sentences

shall occur by September 30, 2024.

As of March 31, 2025, the Company cannot estimate any potential loss.

As of September 30, 2025, the Company cannot estimate any potential loss.

2.) CPF GP 2019-1, LLC (“CPF

45 unchanged sentences

between the Company and Farnam.

As of March 31, 2025, the Company cannot estimate any potential loss, besides the original amounts of

approximately $ 1.5 million which are included in accounts payable and accrued expenses.

As of September 30, 2025, the Company cannot estimate any potential loss, besides the original amounts

of approximately $ 1.5 million which are included in accounts payable and accrued expenses.

SAFE & GREEN HOLDINGS CORP.

12 unchanged sentences

by the court on or about September 19, 2024, for the amount of damages requested in AMEX’s motion.

As of March 31, 20245 the estimated

potential loss to the Company is approximately $ 232,000 which is included in accounts payable and accrued expenses.

As of September 30, 2024 the

estimated potential loss to the Company is approximately $ 232,000 which is included in accounts payable and accrued expenses.

(5) Choctaw Litigation –

8 unchanged sentences

The Company disputes the Choctaw Nation’s allegations.

As of March 31, 2025, the case remains pending.

As of March 31, 2025, the estimated potential loss to the Company is approximately $ 138,000 which is included in accounts payable

As of September 30, 2025, the case remains pending.

As of September 30, 2025, the estimated potential loss to the Company is approximately $ 138,000 which is included in accounts payable

and accrued expenses.

8 unchanged sentences

The Company and SG Echo dispute the DIA’s allegations.

As of March 31, 2025, the case remains pending.

As of March 31,

2025, the Company cannot estimate any additional potential loss, however as of March 31, 2025 the $ 750,000 is included in short-term

notes payable.

As of September 30, 2025, the case remains pending.

As of September

30, 2025, the Company cannot estimate any additional potential loss, however as of September 30, 2025 the $ 750,000 is included in

short-term notes payable.

(7) Rulien Litigation –

9 unchanged sentences

The case remains pending.

As of September

30, 2025, the Company cannot estimate any potential loss.

6 unchanged sentences

failed to provide meaningful services as set forth in the Services Agreement.

As of March 31, 2025, the case remains pending.

31, 2025, the Company cannot estimate any potential loss.

As of September 30, 2025, the case remains pending.

September 30, 2025, the Company cannot estimate any potential loss.

(9) MDisrupt Litigation –

8 unchanged sentences

the Services Agreement.

As of March 31, 2025, the case remains pending.

As of March 31, 2025, the estimated potential loss to the Company

is $ 183,901 which is included in accounts payable and accrued expenses.

As of September 30, 2025, the case remains pending.

As of September 30, 2025, the estimated potential loss to

the Company is $ 183,901 which is included in accounts payable and accrued expenses.

SAFE & GREEN HOLDINGS CORP.

112 unchanged sentences

Saddleback matter.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Commitments and Contingencies (continued)

) SG Blocks, Inc.

25 unchanged sentences

Should the Company secure a final judgment, there remains uncertainty whether the Company will be able to collect on the judgment.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Commitments and Contingencies (continued)

On September 11, 2025 the Company executed

a settlement agreement (the “Settlement”) with EDI to resolve pending litigation between EDI and the Company (the “EDI

Litigation”).

Per the Settlement, EDI will pay the Company the sum of $ 2,000,000 which the Company has received as of September

30, 2025 and recorded to other income.

Under the terms of the Settlement, within

seven (7) business days after the Company receives payment in full accordance with the terms of the Settlement, the Company shall serve

and file an acknowledgement of satisfaction of judgment in full.

Additionally, within seven (7) business days after the parties receive

a fully executed copy of this Settlement, the parties shall execute and file a stipulated request for dismissal with prejudice of all

appeals, with each party bearing their own costs on appeal.

Under the terms of the Settlement, EDI

and the Company each agree to waive and release any and all claims against the other, except with respect to each party’s performance

under the Settlement.

The foregoing descriptions of the Settlement is qualified in its entirety by reference to the full text of the Settlement,

a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety by reference.

3.) Teton Buildings, LLC

5 unchanged sentences

February 2022, the Company dismissed without prejudice the Teton Texas Action.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Commitments and Contingencies (continued)

(ii) On or about September 12, 2018,

115 unchanged sentences

Galvin entered into the Galvin Note Payable.

As of June 30, 2025, the Company has

accrued approximately $ 450,000 for amounts due to Paul Galvin, the former CEO, for deferred salary due to him.

As of September 30, 2025, the Company

has accrued approximately $ 450,000 for amounts due to Paul Galvin, the former CEO, for deferred salary due to him.

As disclosed in Note 8, in connection

with the acquisition of NAHD, the Company acquired Note J, L and M, which are due to related parties.

As of June 30, 2025, $ 3,474,727 is due

to related parties, which are a result of the acquisition of NAHD.

Certain shareholders and related parties paid operating expenses and

outstanding bills on behalf of the Olenox, including vendor obligations and setup-related costs.

These payments were made to support the

Olenox’s early-stage operations and reflect the ongoing financial backing from key stakeholders.

As of September 30, 2025, $ 3,14,727

is due to related parties, which are a result of the acquisition of NAHD.

Certain shareholders and related parties paid operating expenses

and outstanding bills on behalf of the Olenox, including vendor obligations and setup-related costs.

These payments were made to support

the Olenox’s early-stage operations and reflect the ongoing financial backing from key stakeholders.

The amounts advanced by related

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The following table represents the financial results of SG DevCorp:

September 30,

Operating Expenses:

3 unchanged sentences

Operating loss

( 1,529,394 )

Other income (expense)

6 unchanged sentences

Business Combinations

On February 2, 2025, the Company entered

into the Merger Agreement with NAHD.

Following the Merger, NAHD and its operating subsidiaries will be indirect, wholly owned subsidiaries

of the Company.

As merger consideration, the Company will issue four million ( 4,000,000 ) shares of Series A non-voting convertible preferred

shares of the Company, par value $ 1.00 (the “Preferred Shares”), to NAHD’s shareholders, with each Preferred Share having

the right to convert into fifteen ( 15 ) shares of common stock of the Company, provided, however, that any such conversion is subject to

the approval by the Company’s common stockholders.

The Merger Agreement contains conditions to the completion of the Merger, including

the filing of the articles of incorporation and/or organization for the merger subsidiaries, and the adoption of board resolutions and/or

sole member resolutions by the merger subsidiaries approving the Merger.

On February 13, 2025, all of the closing conditions to the Merger

Agreement have been satisfied or waived, the Preferred Shares have been issued to NAHD’s shareholders, and the transactions set

forth in the Merger Agreement have been fully completed and closed.

On February 2, 2025, the Company

entered into the Merger Agreement with NAHD.

Following the Merger, NAHD and its operating subsidiaries will be indirect, wholly

owned subsidiaries of the Company.

As merger consideration, the Company will issue four million ( 4,000,000 ) shares of Series A

non-voting convertible preferred shares of the Company, par value $ 1.00 (the “Preferred Shares”), to NAHD’s

shareholders, with each Preferred Share having the right to convert into fifteen ( 15 ) shares of common stock of the Company,

provided, however, that any such conversion is subject to the approval by the Company’s common stockholders.

As a result of

the September Stock Split, each Preferred Share will have the right to convert into shares of common stock of the Company at a ratio

of 1 for 0.234375, meaning each 64 Preferred Shares will convert into 15 shares of common stock of the Company, meaning the

4,000,000 Preferred Shares will convert into 937,500 shares of common stock of the Company, subject to approval of a majority of the

Company’s common shareholders The Merger Agreement contains conditions to the completion of the Merger, including the filing

of the articles of incorporation and/or organization for the merger subsidiaries, and the adoption of board resolutions and/or sole

member resolutions by the merger subsidiaries approving the Merger.

On February 13, 2025, all of the closing conditions to the

Merger Agreement have been satisfied or waived, the Preferred Shares have been issued to NAHD’s shareholders, and the

transactions set forth in the Merger Agreement have been fully completed and closed.

The purchase consideration amounted

21 unchanged sentences

$ ( 34,569,600 )

of June 30, 2025, the Company has not completed its measurement period with respect to the acquisition.

The amounts above represent provisional

amounts recorded at this time and are subject to adjustments once the measurement period has ended.

As of September 30, 2025, the Company

has not completed its measurement period with respect to the acquisition.

The amounts above represent provisional amounts recorded at

this time and are subject to adjustments once the measurement period has ended.

On April 8, 2025 (the “Effective

5 unchanged sentences

of County Line’s sole member, Carter Fields.

Pursuant to the Asset Purchase Agreement, the

Company will pay the Purchase Price as follows:

Pursuant to the Asset Purchase Agreement,

the Company will pay the Purchase Price as follows:

a cash payment in the amount of $ 125,000 due on or before April 15, 2025, a cash payment

19 unchanged sentences

Total consideration

As of June 30, 2025, the Company has

not completed its measurement period with respect to the acquisition.

The amounts above represent provisional amounts recorded at this

time and are subject to adjustments once the measurement period has ended.

As of September 30, 2025, the Company

has not completed its measurement period with respect to the acquisition.

The amounts above represent provisional amounts recorded at

this time and are subject to adjustments once the measurement period has ended.

SAFE & GREEN HOLDINGS CORP.

24 unchanged sentences

Total consideration

As of June 30, 2025, the Company has

not completed its measurement period with respect to the acquisition.

The amounts above represent provisional amounts recorded at this

time and are subject to adjustments once the measurement period has ended.

As of September 30, 2025, the Company

has not completed its measurement period with respect to the acquisition.

The amounts above represent provisional amounts recorded at

this time and are subject to adjustments once the measurement period has ended.

The following unaudited pro forma consolidated

results of operations for the three months ended June 30, 2025 and 2024 assume the acquisitions of NAHD, County Line and Sherman Oil were

completed on January 1, 2024:

results of operations for the three months ended September 30, 2025 and 2024 assume the acquisitions of NAHD, County Line and Sherman

Oil were completed on January 1, 2024:

September 30,

Pro-forma total revenues

3 unchanged sentences

The following unaudited pro forma consolidated

results of operations for the six months ended June 30, 2024 assume the acquisitions of NAHD, County Line and Sherman Oil were completed

results of operations for the nine months ended September 30, 2024 assume the acquisitions of NAHD, County Line and Sherman Oil were completed

on January 1, 2024:

September 30,

Pro-forma total revenues

6 unchanged sentences

Subsequent Events

On July 8, 2025, the Company received a decision letter from the Nasdaq Hearings Panel (the “Panel”) granting the Company’s request for continued listing on the Nasdaq Capital Market.

The decision is conditioned on the Company maintaining full compliance with all continued listing requirements of the Nasdaq Capital Market by August 28, 2025.

On or before August 28, 2025, the Company must effect a reverse stock split and demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) by achieving a closing bid price of $ 1.00 or more per share for at least ten (10) consecutive business days.

On or before July 18, 205, the Company must publicly disclose that it has restructured the terms of its April 2025 offering to eliminate the Class B warrants and provide Nasdaq with confirmation that no shares underlying the Class B warrants were issued.

The Panel’s decision follows the Company’s hearing before the Panel on June 17, 2025, during which the Company presented a plan to regain compliance, including its intention to implement a reverse stock split and restructure certain previously issued warrants to mitigate dilution concerns.

The company intends to satisfy the conditions imposed by the Panel within the required timeframes.

However, there can be no assurance that the Company will be able to do so.

On July 17, 2025, the Company entered into an Exchange Agreement (the “ Exchange Agreement ”) by and among the Company and the Investors.

Pursuant to the Exchange Agreement, the parties intended to effect a voluntary security exchange transaction (the “ Transaction ”) whereby the Investors will exchange the Series A and Series B Warrants previously purchased in the April 14, 2025 private placement (the “April 2025 Private Placement”) for an aggregate of 60,000 shares of Series B Preferred Stock (the “ Exchange Shares ”), with the New Series B Convertible Preferred Stock’s rights and preferences being set forth on that certain certificate of designation (the “ Certificate of Designation ”) of the Company, filed with the State of Delaware on July 17, 2025, in substantially in the form set forth hereto as Exhibit 3.1 .

The Exchange Agreement contains other customary provisions including representations and warranties for the Company and the Investors, governing law, and notice.

The Certificate of Designation, the form of Exchange Agreement and the form of Registration Rights Agreement are filed as Exhibits 3.1, 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

The above descriptions of the terms of the Exchange Agreement are not complete and are qualified in their entirety by reference to such exhibits.

In connection with the Transaction, the Company entered into a registration rights agreement with the Purchasers on July 17, 2025 (the “Registration Rights Agreement”), pursuant to which the Company is required to file a registration statement covering the resale of the Securities by July 28, 2025

On July 28, 2025 (the “Effective Date”), the Company, entered into a non-binding Letter of Intent (the “Letter of Intent”) with Rock Springs Energy Group, LLC (the “Seller”) to purchase one hundred percent ( 100 %) of the equity securities of Rock Springs for a estimated purchase price of $ 35 million with the final amount subject to confirmation through the due diligence process (the “Purchase Price”), entitling the Company to full and complete ownership of Rock Springs’ mothballed, incomplete oil refinery located at Rock Springs, Wyoming (the “Transaction”).

The Transaction will be subject to the execution of a mutually acceptable definitive purchase agreement, including standard representations, warranties, and indemnities.

The Letter of Intent does not constitute a binding commitment to purchase or sell, except for the provisions regarding due diligence, exclusivity and confidentiality.

The Purchase Price will be finally determined

based on due diligence findings, market conditions, and mutual agreement between the Company and Rock Springs.

The Letter of Intent provides

for a due diligence period of 60 days from the execution of the Letter of Intent.

The Company reserves the right to terminate the Letter

of Intent without liability if due diligence findings are unsatisfactory.

On July 1, 2025, 1800 Diagonal converted the outstanding

balance on the 1800 Diagonal Note.

The conversion resulted in the issuance of 86,615 shares of common stock to 1800 Diagonal.

On July 1, 2025, the Company issued 234,243 restricted

shares of common stock of the Company to CSHQA, Inc.

(“CSHQA”) per the terms of the settlement agreement dated June 21, 2024.

On July 1, 2025, the Company issued 22,817 restricted

shares of common stock of the Company to Stephen Rossiter as settlement of an outstanding commission owed to Mr.

Commencing on July 31, 2025, and ending on August

8, 2025, the Company received exercises notices for the pre-funded warrants issued to institutional investors (the “Investors”)

pursuant to the private placement consummated by the Company on April 14, 2025 (the “April PIPE”).

The Investors exercised

a total of 17,904,120 pre-funded warrants and were correspondingly issued 17,904,120 shares of common stock of the Company.

9, 2025, there are no pre-funded warrants issued pursuant to the April PIPE that remain outstanding.

On August 6, 2025, 1800 Diagonal converted the outstanding balance

of the Diagonal January 2025 Note.

The conversion resulted in the issuance of 551,040 shares of common stock of the Company to 1800 Diagonal.

During October 2025, the Company issued 528,625 and 4,396,496 shares

of common stock from the conversion of notes payable and conversion of preferred stock, respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements