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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-14 · 405 added, 371 removed, 378 unchanged (67% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Introduction and Certain Cautionary Statements

As used in this Quarterly Report on Form 10-Q

for the period ended March 31, 2025 (this “Quarterly Report on Form 10-Q”), unless the context requires otherwise, references

for the period ended September 30, 2025 (this “Quarterly Report on Form 10-Q”), unless the context requires otherwise, references

to the “Company,” “we,” “us,” and “our” refer to Safe & Green Holdings Corp.

subsidiaries.

its subsidiaries.

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction

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(the “SEC”) on March 31, 2025 (the “2024 Form 10-K”).

This discussion, particularly information with respect to

our future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special

This discussion, particularly information with respect

to our future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special

note regarding forward-looking statements” in this Quarterly Report on Form10-Q.

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Our actual results could differ materially from those discussed in the forward-looking

The statements contained in this report that are not purely historical are forward-looking statements within the meaning of

Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”).

The statements contained in this report that are not purely historical are forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

Statements contained in this Quarterly Report on Form 10-Q may use forward-looking

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new geographic markets and our ability to compete by protecting our proprietary manufacturing process;

a disruption or cybersecurity breach

in our or third-party suppliers’ information technology systems;

our ability to adapt our products and services to industry standards

and consumer preferences and obtain general market acceptance of our products;

product shortages and the availability of raw materials,

and potential loss of relationships with key vendors, suppliers or subcontractors;

the seasonality of the construction industry in general,

and the commercial and residential construction markets in particular;

a disruption or limited availability with our third party transportation

a disruption or cybersecurity

breach in our or third-party suppliers’ information technology systems;

our ability to adapt our products and services to industry

standards and consumer preferences and obtain general market acceptance of our products;

product shortages and the availability of raw

materials, and potential loss of relationships with key vendors, suppliers or subcontractors;

the seasonality of the construction industry

in general, and the commercial and residential construction markets in particular;

a disruption or limited availability with our third

party transportation vendors;

the loss or potential loss of any significant customers;

exposure to product liability, including the possibility that our liability

for estimated warranties may be inadequate, and various other claims and litigation;

our ability to attract and retain key employees;

exposure to product liability, including the possibility

that our liability for estimated warranties may be inadequate, and various other claims and litigation;

our ability to attract and retain

key employees;

our ability to attract private investment for sales of product;

the credit risk from our customers and our customers’ ability to

obtaining third-party financing if and as needed;

the credit risk from our customers and our customers’

ability to obtaining third-party financing if and as needed;

an impairment of goodwill;

the impact of federal, state and local regulations, including

changes to international trade and tariff policies, and the impact of any failure of any person acting on our behalf to comply with applicable

regulations and guidelines;

the impact of federal, state and local regulations,

including changes to international trade and tariff policies, and the impact of any failure of any person acting on our behalf to comply

with applicable regulations and guidelines;

costs incurred relating to current and future legal proceedings or investigations;

the cost of compliance

with environmental, health and safety laws and other local building regulations;

our ability to utilize our net operating loss carryforwards

and the impact of changes in the United States’ tax rules and regulations;

dangers inherent in our operations, such as natural or

man-made disruptions to our facilities and project sites and other restrictions on business and commercial activity and the adequacy of

our insurance coverage;

of compliance with environmental, health and safety laws and other local building regulations;

our ability to utilize our net operating

loss carryforwards and the impact of changes in the United States’ tax rules and regulations;

dangers inherent in our operations,

such as natural or man-made disruptions to our facilities and project sites and other restrictions on business and commercial activity

and the adequacy of our insurance coverage;

our ability to comply with the requirements of being a public company;

fluctuations in the price of our common

stock, including decreases in price due to sales of significant amounts of stock;

potential dilution of the ownership of our current stockholders

due to, among other things, public offerings or private placements by the Company or issuances upon the exercise of outstanding options

or warrants and the vesting of restricted stock units;

the ability of our principal stockholders, management and directors to potentially

exert control due to their ownership interest;

fluctuations in the

price of our common stock, including decreases in price due to sales of significant amounts of stock;

potential dilution of the ownership

of our current stockholders due to, among other things, public offerings or private placements by the Company or issuances upon the exercise

of outstanding options or warrants and the vesting of restricted stock units;

the ability of our principal stockholders, management and

directors to potentially exert control due to their ownership interest;

any ability to pay dividends in the future;

potential negative reports by securities or

industry analysts regarding our business or the construction industry in general;

Delaware law provisions discouraging, delaying or preventing

a merger or acquisition at a premium price;

our ability to remain listed on the Nasdaq Capital Market and the possibility that our stock

will be subject to penny stock rules;

our classification as a smaller reporting company resulting in, among other things, a potential

reduction in active trading of our common stock or increased volatility in our stock price;

and any factors discussed in “Part II

Risk Factors” to this Quarterly Report on Form 10-Q as well as “Part I – Item 1A.

Risk Factors” in

our 2024 Form 10-K, and other filings with the SEC.

In addition, certain information presented below is based on unaudited financial information.

There can be no assurance that there will be no changes to this information once audited financial information is available.

readers are cautioned not to place undue reliance on forward-looking statements.

Forward-looking statements speak only as of the date

of this report.

The Company will not undertake to update any forward-looking statement herein or that may be made from time to time on

behalf of the Company.

potential negative

reports by securities or industry analysts regarding our business or the construction industry in general;

Delaware law provisions discouraging,

delaying or preventing a merger or acquisition at a premium price;

our ability to remain listed on the Nasdaq Capital Market and the

possibility that our stock will be subject to penny stock rules;

our classification as a smaller reporting company resulting in, among

other things, a potential reduction in active trading of our common stock or increased volatility in our stock price;

and any factors

discussed in “Part II - Item 1A.

Risk Factors” to this Quarterly Report on Form 10-Q as well as “Part I – Item

Risk Factors” in our 2024 Form 10-K, and other filings with the SEC.

In addition, certain information presented below is based

on unaudited financial information.

There can be no assurance that there will be no changes to this information once audited financial

information is available.

As a result, readers are cautioned not to place undue reliance on forward-looking statements.

Forward-looking

statements speak only as of the date of this report.

The Company will not undertake to update any forward-looking statement herein or

that may be made from time to time on behalf of the Company.

We operate in the following four segments:

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(ii) medical;

(ii) oil and gas;

(iii) oil and gas;

and (iv) environmental.

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is a sustainable medical and waste management solution that has a patented technology to collect waste and treat waste for safe disposal.

We are a provider of modular facilities (“Modules”).

We currently provide Modules made out of both code-engineered cargo shipping containers and wood for use as both permanent or temporary

structures for residential housing use and commercial use, including for health care facilities.

Prior to the COVID-19 pandemic, the Modules

we supplied were primarily for retail, restaurant and military use and were manufactured by third party suppliers using our proprietary

technology and design and engineering expertise, which modifies code-engineered cargo shipping containers and purpose-built

modules for use for safe and sustainable commercial, industrial and residential building.

Since our acquisition in September 2020 of Echo

DCL, LLC (“Echo”), one of our key supply chain providers, we now have more control over the manufacturing process and have

increased our product offerings to add Modules made out of wood.

In March 2020, in response to the COVID-19 pandemic we began increasing

our focus on providing our Modules as health care facilities for deployable medical response solutions.

In February 2023, we entered into

an agreement with The Peoples Health Care, in Glendale, California, working in conjunction with Teamsters Local 848, to deliver four Modules

to provide medical services to union members.

In March 2023, we formed Safe & Green Medical Corporation to focus on our medical

segment with an objective to establish a national presence with various clinics and labs that cater to the specific needs of local communities.

We are a provider of modular facilities

We currently provide Modules made out of both code-engineered cargo shipping containers and wood for use as

both permanent or temporary structures for residential housing use and commercial use, including for health care facilities.

to the COVID-19 pandemic, the Modules we supplied were primarily for retail, restaurant and military use and were manufactured by

third party suppliers using our proprietary technology and design and engineering expertise, which

modifies code-engineered cargo shipping containers and purpose-built modules for use for safe and sustainable commercial,

industrial and residential building.

Since our acquisition in September 2020 of Echo DCL, LLC (“Echo”), one of our key

supply chain providers, we now have more control over the manufacturing process and have increased our product offerings to add

Modules made out of wood.

In March 2020, in response to the COVID-19 pandemic we began increasing our focus on providing our Modules

as health care facilities for deployable medical response solutions.

In February 2023, we entered into an agreement with The Peoples

Health Care, in Glendale, California, working in conjunction with Teamsters Local 848, to deliver four Modules to provide medical

services to union members.

In March 2023, we formed Safe & Green Medical Corporation to focus on our medical segment with

an objective to establish a national presence with various clinics and labs that cater to the specific needs of local communities.

During 2021, through our subsidiary, Safe and Green Development Corporation.

(“SG DevCorp”), we also began to focus on acquiring

property to build multi-family housing communities that allows us to utilize the manufacturing services of Echo.

SG Environmental

Solutions Corp.

(“SG Environmental”), formed in Delaware is focused on biomedical waste removal and will utilize a patented

technology that it licenses to shred and disinfect biomedical waste, rendering the waste disinfected, unrecognizable, and of no greater

risk to the public health than residential household waste.

(“SG DevCorp”), we also began to focus on

acquiring property to build multi-family housing communities that allows us to utilize the manufacturing services of Echo.

Environmental Solutions Corp.

(“SG Environmental”), formed in Delaware is focused on biomedical waste removal and will

utilize a patented technology that it licenses to shred and disinfect biomedical waste, rendering the waste disinfected,

unrecognizable, and of no greater risk to the public health than residential household waste.

In connection with our acquisition of NAHD we

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cleaning tools to enhance production efficiency while reducing environmental impact.

Olenox’s strategic focus on distressed oil

and gas fields in Texas, Oklahoma, and Kansas has resulted in significant production growth, positioning the company for long-term success

Olenox’ strategic focus on distressed oil and

gas fields in Texas, Oklahoma, and Kansas has resulted in significant production growth, positioning the company for long-term success

in the energy sector.

Additionally, during 2024, NAHD acquired Machfu, Inc.

(“Machfu”), a Delware corporation.

advanced energy company with three vertically integrated business units:

(“Machfu”), a Delaware corporation.

an advanced energy company with three vertically integrated business units:

Oil & Gas Production, Energy Services, and Energy Technologies.

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cleaning tools to enhance production efficiency while reducing environmental impact.

Olenox’s strategic focus on distressed oil

and gas fields in Texas, Oklahoma, and Kansas has resulted in significant production growth, positioning the company for long-term success

Olenox’ strategic focus on distressed oil and

gas fields in Texas, Oklahoma, and Kansas has resulted in significant production growth, positioning the company for long-term success

in the energy sector.

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On January 22, 2025, the Company issued a promissory

note (the “January 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $143,750 for a

purchase price of $125,000, representing an original issue discount of $18,750.

note (the “January 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $143,750 for

a purchase price of $125,000, representing an original issue discount of $18,750.

A one-time interest charge of twelve percent

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The Note shall bear interest at a rate of fifteen percent (15%)

per annum, with the understanding that the first twelve months of interest under the Note (equal to $54,000), shall be guaranteed and

earned in full as of February 12, 2025.

per annum, with the understanding that the first twelve months of interest under the Note (equal to $54,000) shall be guaranteed and earned

in full as of February 12, 2025.

Any amount of Principal or interest due under the Note which is not paid when due shall bear interest

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Firstfire will have the right, on any calendar

day, at any time on or after the Issue Date, to convert all or any portion of the then-outstanding Principal and interest (including any

Default Interest) into fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Company (the “Common

day, at any time on or after the Issue Date, to convert all or any portion of the then-outstanding Principal and interest (including

any Default Interest) into fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Company (the “Common

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

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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.

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 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.

Among others, the following shall be considered

events of default under the Note (“Event of Default”):

if the Company fails to pay the Principal Amount or interest when due

the Company fails to issue conversion shares to the Lender upon exercise by the Lender of the conversion rights under the

if the Company fails to pay the Principal Amount or interest when

due on the Note;

the Company fails to issue conversion shares to the Lender upon exercise by the Lender of the conversion rights under

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

Agreement, Registration Rights Agreement, Irrevocable Transfer Agent Instructions, or Warrants.

After an Event of Default, in addition to all

other rights under the Note, the Lender 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.

After an Event of Default, in addition to all other rights under the

Note, the Lender 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.

On March 6, 2025, the Company closed and issued

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All outstanding Principal and interest shall be due on November 30, 2025 (the “Maturity Date”).

Note was purchased for up to $1,500,000, representing an original issue discount of twenty-five percent (25%), equal to $375,000 if the

Note is fully funded.

The Note was purchased for up to $1,500,000, representing an original issue discount of twenty-five percent (25%), equal to $375,000

if the Note is fully funded.

The Note shall bear interest at twelve percent (12%) interest per annum.

Tysadco has the right to convert all or

any portion of the then-outstanding Principal and interest into fully paid and non-assessable shares of common stock of the Company, par

value $0.01 per share (the “Conversion Shares”).

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”):

Tysadco has the right to convert

all or any portion of the then-outstanding Principal and interest into fully paid and non-assessable shares of common stock of the Company,

par value $0.01 per share (the “Conversion Shares”).

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;

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 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.

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 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.

If the Company has not obtained approval from

the holders of the Company’s Common Stock, as required by applicable rules and regulation of Nasdaq, the Company shall not issue

any number of shares of Common Stock under the Note that would exceed 4.99% of the shares of Common Stock outstanding as of the date of

Additionally, the Company shall not effect any conversion of the Note, and the Lender shall not have the right to convert any

portion of the Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to such

conversion or receipt of such interest payment, the Lender, together with any affiliates thereof, would beneficially own in excess of

4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment

any number of shares of Common Stock under the Note that would exceed 4.99% of the shares of Common Stock outstanding as of the date

Additionally, the Company shall not effect any conversion of the Note, and the Lender shall not have the right to convert

any portion of the Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to

such conversion or receipt of such interest payment, the Lender, together with any affiliates thereof, would beneficially own in excess

of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares

as payment of interest.

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.

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

the purchase of the Note.

On March 3, 2025, the Company executed and issued

a Promissory Note (“Note”) in favor of GS Capital Partners, LLC (the “GS”) in the aggregate principal amount of

$360,000 (the “Principal”), and an accompanying Securities Purchase Agreement (the “SPA”) and Registration Rights

Agreement (the “RRA”).

The Note was purchased by GSA for a purchase price

of $300,000, representing an original issue discount of $60,000.

The Note shall bear interest at a rate of fifteen percent (15%) per annum,

with the understanding that the first twelve months of interest under the Node (equal to $54,000), shall be guaranteed and earned in full

as of the Issue Date.

Any amount of Principal or interest due under the Note which is not paid when due shall bear interest at eighteen

percent (18%) per annum (“Default Interest”).

The Note may not be prepaid in whole or in part except as explicitly set forth

a Promissory Note (“Note”) in favor of GS Capital Partners, LLC (the “GS”) in the aggregate principal amount

of $360,000 (the “Principal”), and an accompanying Securities Purchase Agreement (the “SPA”) and Registration

Rights Agreement (the “RRA”).

The Note was purchased by GSA for a purchase

price of $300,000, representing an original issue discount of $60,000.

The Note shall bear interest at a rate of fifteen percent (15%)

per annum, with the understanding that the first twelve months of interest under the Node (equal to $54,000), shall be guaranteed and

earned in full as of the Issue Date.

Any amount of Principal or interest due under the Note which is not paid when due shall bear interest

at eighteen percent (18%) per annum (“Default Interest”).

The Note may not be prepaid in whole or in part except as explicitly

set forth in the Note.

The Company shall make monthly payments on the Note in the amount of $44,000, due and payable on the 3 rd of

each month commencing on June 3, 2025, and ending on February 3, 2025, with a final payment due and payable on March 3, 2026, in the amount

equal to any remaining outstanding balance of the Note.

each month commencing on June 3, 2025, and ending on February 3, 2025, with a final payment due and payable on March 3, 2026, in the

amount equal to any remaining outstanding balance of the Note.

GSA will have the right to convert all or any

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day, at any time after Shareholder Approval of such conversion, convert all or any portion of the then-outstanding Principal and interest

(including any Default Interest) into fully paid and non-assessable share of common stock, par value $0.01 per share, of the Company (the

“Common Stock”).

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 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

(including any Default Interest) into fully paid and non-assessable share of common stock, par value $0.01 per share, of the Company

(the “Common Stock”).

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 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.

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

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events of default under the Note (“Event of Default”):

if the Company fails to pay the Principal Amount or interest when due

if the Company fails to pay the Principal Amount or interest when

due on the Note;

the Company fails to issue conversion shares to GSA upon exercise by GSA of the conversion rights under the Note;

Company breaches any covenant, agreement, or other term or condition of the Note or the accompanying Securities Purchase Agreement, Registration

Rights Agreement, Irrevocable Transfer Agent Instructions, or Warrants.

the Company breaches any covenant, agreement, or other term or condition of the Note or the accompanying Securities Purchase Agreement,

Registration Rights Agreement, Irrevocable Transfer Agent Instructions, or Warrants.

After an Event of Default, in addition to all

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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.

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.

On March 27, 2025, the Company executed and issued

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The Company may accelerate the payment date of any Amortization Payment by giving notice to Generating.

If the Company fails to pay any Amortization Payment

when due, in addition to all other rights under the Note, Generating shall have the right to convert at any time any portion of the Note

at a price per share equal to the Market Price.

“Market Price” shall mean the lesser of (i) the then applicable conversion

price under the Note or (ii) 80% of the lowest closing price of the Company’s shares of common stock, par value $0.01 (“Common

Stock”) on any trading day during the ten trading days prior to the conversion date.

If an event of default occurs under the Note,

then, in addition to all other rights under the Note, the Lender shall have the right to convert at any time any portion of the Note at

a price per share equal to the Alternate Price.

“Alternate Price” shall mean the lesser of (i) the then applicable conversion

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).

If the Company fails to pay any Amortization

Payment when due, in addition to all other rights under the Note, Generating shall have the right to convert at any time any portion

of the Note at a price per share equal to the Market Price.

“Market Price” shall mean the lesser of (i) the then applicable

conversion price under the Note or (ii) 80% of the lowest closing price of the Company’s shares of common stock, par value $0.01

(“Common Stock”) on any trading day during the ten trading days prior to the conversion date.

If an event of default occurs

under the Note, then, in addition to all other rights under the Note, the Lender shall have the right to convert at any time any portion

of the Note at a price per share equal to the Alternate Price.

“Alternate Price” shall mean the lesser of (i) the then applicable

conversion 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

The total cumulative number of shares of Common

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of additional conversion shares, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”).

Company is unable to obtain such Approval, any remaining outstanding balance of the Note must be repaid in cash.

the Company is unable to obtain such Approval, any remaining outstanding balance of the Note must be repaid in cash.

Among others, the following shall be considered

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Nasdaq Compliance

On May 13, 2025, Safe& Green Holdings Corp.

(the “Company”) received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”),

stating that based on its review of the Company’s public filings with the Securities and Exchange Commission (the “SEC”),

its staff has determined to delist the Company’s securities pursuant to its discretionary authority under Listing Rule 5101.

Specifically,

as set forth in the letter, Nasdaq’s staff determined that the Company’s issuance of securities pursuant to the securities

purchase agreement dated April 14, 2025, particularly the Series B warrants exercisable on an alternate cashless basis as described in

the Company’s prior SEC filings, raises public interest concerns because the issuance resulted in substantial dilution for its shareholders.

Accordingly, as set forth in the letter, this matter serves as an additional basis for delisting the Company’s securities from Nasdaq.

The letter serves as a formal notification that

the Nasdaq Hearings Panel (the “Panel”) will consider this matter in rendering a determination regarding the Company’s

On May 13, 2025, Safe & Green Holdings

(the “Company”) received a notification letter from the Listing Qualifications Department of The Nasdaq Stock

Market LLC (“Nasdaq”), stating that based on its review of the Company’s public filings with the Securities and

Exchange Commission (the “SEC”), its staff has determined to delist the Company’s securities pursuant to its

discretionary authority under Listing Rule 5101.

Specifically, as set forth in the letter, Nasdaq’s staff determined that the

Company’s issuance of securities pursuant to the securities purchase agreement dated April 14, 2025, particularly the Series B

warrants exercisable on an alternate cashless basis as described in the Company’s prior SEC filings, raises public interest

concerns because the issuance resulted in substantial dilution for its shareholders.

Accordingly, as set forth in the letter, this

matter serves as an additional basis for delisting the Company’s securities from Nasdaq.

The letter served as a formal notification that

the Nasdaq Hearings Panel (the “Panel”) would consider this matter in rendering a determination regarding the Company’s

continued listing on Nasdaq.

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The Company’s hearing to address these matters

with the Nasdaq hearing panel is scheduled for June 17, 2025.

with the Nasdaq hearing panel was scheduled for June 17, 2025.

On June 11, 2025, the Company received a notification

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Specifically, the Company has appealed a Staff Delist Determination

of a public interest concern in connection with a securities purchase agreement that the Company entered into in April 2025.1 Accordingly,

this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.

of a public interest concern in connection with a securities purchase agreement that the Company entered into in April 2025.

this matter served as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.

This was a formal notification that the Nasdaq

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at the hearing and will make its determination based upon that information.

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.

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 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, 2025, 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.

On or about October 3, 2025, the Company regained compliance with all

applicable Nasdaq listing requirements, including Nasdaq Listing Rule 5550(a)(2), the Minimum Bid Price Rule, which requires the Company's

common stock to maintain a minimum bid price of $1.00 per share for at least ten consecutive business days.

Further to the compliance

letter set forth by the Nasdaq Hearings Panel, the Company has not fully complied with all terms and conditions outlined therein.

Company's common stock will continue to be listed and trade on the Nasdaq Capital Market under the symbol "SGBX".

Results of Operations

Six Months Ended June 30, 2025 and 2024:

For the Six Months

Nine Months Ended September 30, 2025 and 2024:

September 30,

Total revenue

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Total operating loss

Total other expense

Total other income/(expense)

Total loss before income tax

(12,636,410 )

(13,141,074 )

Common stock deemed dividend

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$ (12,094,545 )

During the six months ended June 30, 2025, we

derived revenue primarily from our construction segment.

Total revenue for the six months ended June 30, 2025 was $1,287,705 compared

to $2,179,369 for the six months ended June 30, 2024.

This decrease of $891,664, or approximately 43%, was mainly driven by a decrease

in construction services due to less jobs in progress.

During the nine months ended September 30, 2025,

we derived revenue primarily from our construction segment.

Total revenue for the nine months ended September 30, 2025 was $2,338,870

compared to $3,932,592 for the nine months ended September 30, 2024.

This decrease of $1,593,722, or approximately 41%, was mainly

driven by a decrease in construction services due to less jobs in progress.

Cost of Revenue and Gross Profit

Cost of revenue was $2,605,928 for the six months

ended June 30, 2025, compared to $1,739,232 for the six months ended June 30, 2024.

The increase of $866,696, or an increase of approximately

50%, is primarily related to losses on construction jobs recognized during the six months ended June 30, 2025.

Gross loss was $(1,318,223) and $(440,137) for the six months

ended June 30, 2025 and 2024, respectively.

Cost of revenue was $3,965,265 for the nine months

ended September 30, 2025, compared to $3,618,031 for the nine months ended September 30, 2024.

The increase of $347,234, or an increase

of approximately 10%, is primarily related to losses on construction jobs recognized during the nine months ended September 30, 2025.

Gross (loss)/income was $(1,626,395) and $314,561 for the nine

months ended September 30, 2025 and 2024, respectively.

Gross profit (loss) margin percentage decreased

to (57)% for the six months ended June 30, 2025 compared to 33% for the six months ended June 30, 2024 primarily due to increased losses

on construction jobs recognized during the six months ended June 30, 2025.

to (70)% for the nine months ended September 30, 2025 compared to 8% for the nine months ended September 30, 2024 primarily due to increased

losses on construction jobs recognized during the nine months ended September 30, 2025.

Operating Expenses

Payroll and related expenses for the six months

ended June 30, 2025 were $1,293,532 compared to $2,386,066 for the six months ended June 30, 2024.

This decrease was primarily caused

by a decrease in the vesting of restricted stock units during the six months ended June 30, 2025 as compared to the prior year

Payroll and related expenses for the nine months

ended September 30, 2025 were $2,062,589 compared to $3,507,118 for the nine months ended September 30, 2024.

This decrease was

primarily caused by a decrease in the vesting of restricted stock units during the nine months ended September 30, 2025 as

compared to the prior year period.

Other operating expenses (general and administrative

expenses and marketing and business development expenses) for the six months ended June 30, 2025 were $2,908,007 compared to $1,475,688

for the six months ended June 30, 2024.

This increase was due to an overall increase in operating expenses spend during the six

months ended June 30, 2025.

expenses and marketing and business development expenses) for the nine months ended September 30, 2025 were $4,338,504 compared to $1,829,370

for the nine months ended September 30, 2024.

This increase was due to an overall increase in operating expenses spend during the nine

months ended September 30, 2025.

Other Income (Expense)

There was $49,873 of other income for the six

months ended June 30, 2025, and $183,982 for the six months ended June, 2024.

Interest expense for the six months ended June 30,

2025 and 2024 was $1,539,089 and $1,540,270, respectively..

There was a change in fair value of equity-based investments of $0 and

$5,210,625 recognized for the six months ended June 30, 2025 and 2024, respectively.

Additionally, there was $180,600 loss on sales of

equity investments recognized during the six months ended June 30, 2024.

Three Months Ended June 30, 2025 and 2024:

For the Three Months

There was $2,592,979 of other income for the nine

months ended September 30, 2025, and $186,634 for the nine months ended September 30, 2024.

The amount recognized during the nine

months ended September 30, 2025 resulted from a legal settlement as well as employee retention credits received.

Interest expense for

the nine months ended September 30, 2025 and 2024 was $2,092,176 and $2,404,277, respectively.

There was a change in fair value of

equity-based investments of $311,560 and $5,590,666 recognized for the nine months ended September 30, 2025 and 2024, respectively.

income for the nine months ended September 30, 2025 and 2024 was $117,044 and $9,570, respectively.

The increase resulted from additional

interest-bearing accounts during 2025.

During the nine months ended September 30, 2025, the Company recognized a loss on conversion of

notes payable in the amount of $4,915,209.

Additionally, there was $320,408 loss on sales of equity investments recognized during the

nine months ended September 30, 2024.

Three Months Ended September 30, 2025 and 2024:

September 30,

Total revenue

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Total operating loss

Total other expense

Total other income/(expense)

Total loss before income tax

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$ (3,855,913 )

During the three months ended June 30, 2025, we

derived revenue primarily from our construction segment.

Total revenue for the three months ended June 30, 2025 was $721,351 compared

to $1,211,254 for the three months ended June 30, 2024.

This decrease of $489,903, or approximately 43%, was mainly driven by a decrease

in construction services due to less jobs in progress.

During the three months ended September 30, 2025,

we derived revenue primarily from our construction segment.

Total revenue for the three months ended September 30, 2025 was $1,051,165

compared to $1,753,223 for the three months ended September 30, 2024.

This decrease of $702,058, or approximately 40%, was mainly

driven by a decrease in construction services due to less jobs in progress.

Cost of Revenue and Gross Profit

Cost of revenue was $1,715,819 for the three months

ended June 30, 2025, compared to $1,094,249 for the three months ended June 30, 2024.

The increase of $621,570, or a increase of

approximately 50%, is primarily related to losses on construction jobs recognized during the six months ended June 30, 2025.

Gross profit (loss) was $(994,468) and $117,005 for the three

months ended June 30, 2025 and 2024, respectively.

Gross profit (loss) margin percentage decreased

to (57)% for the three months ended June 30, 2025 compared to 33% for the three months ended June 30, 2024 primarily due to increased

losses on construction jobs recognized during the three months ended June 30, 2025.

Cost of revenue was $1,359,337 for the three

months ended September 30, 2025, compared to $1,878,799 for the three months ended September 30, 2024.

The decrease of $519,462,

or a decrease of approximately 28%, is primarily related to losses on construction jobs recognized during the nine months ended September

Gross loss was $(308,172) and $(125,576) for the three months

ended September 30, 2025 and 2024, respectively.

Gross loss margin percentage decreased to (29)%

for the three months ended September 30, 2025 compared to (7)% for the three months ended September 30, 2024 primarily due to increased

losses on construction jobs recognized during the three months ended September 30, 2025.

Operating Expenses

Payroll and related expenses for the three months

ended June 30, 2025 were $737,794 compared to $1,134,084 for the three months ended June 30, 2024.

This decrease was primarily caused

by a decrease in the vesting of restricted stock units during the three months ended June 30, 2025 as compared to the prior

ended September 30, 2025 were $769,057 compared to $1,761,827 for the three months ended September 30, 2024.

This decrease was primarily

caused by a decrease in the vesting of restricted stock units during the three months ended September 30, 2025 as compared

to the prior year period.

Other operating expenses (general and administrative

expenses and marketing and business development expenses) for the three months ended June 30, 2025 were $1,955,518 compared to $873,955

for the three months ended June 30, 2024.

expenses and marketing and business development expenses) for the three months ended September 30, 2025 were $1,430,497 compared to $353,682

for the three months ended September 30, 2024.

This increase was due to an overall increase in operating expenses spend during the three

months ended June 30, 2025.

months ended September 30, 2025.

Other Income (Expense)

There was $2,543,106 of other income for the three

months ended June 30, 2025, and $135,365 recognized for the three months ended June 30, 2024.

Interest expense for the three months

ended June 30, 2025 and 2024 was $935,963 and $823,509, respectively.

The increase in interest expense resulted from an increase in notes

payable balances during the three months ended June 30, 2025.

There was a change in fair value of equity-based investments of

$0 and $2,097,822 recognized for the three months ended June 30, 2025 and 2024, respectively.

months ended September 30, 2025, and $2,652 recognized for the three months ended September 30, 2024.

The amount recognized during

the three months ended September 30, 2025 resulted from a legal settlement as well as employee retention credits received.

Interest expense

for the three months ended September 30, 2025 and 2024 was $553,087 and $864,007, respectively.

The decrease in interest expense resulted

from an increase in notes payable balances during the three months ended September 30, 2025.

There was a change in fair value

of equity-based investments of $0 and $139,808 recognized for the three months ended September 30, 2025 and 2024, respectively.

income for the three months ended September 30, 2025 and 2024 was $117,044 and $0, respectively.

The increase resulted from additional

interest bearing accounts during 2025.

During the three months ended September 30, 2025, the Company recognized a loss on conversion of

notes payable in the amount of $4,915,209.

Income Tax Provision

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the Company’s revenue and income (loss) from continuing operations.

Our operations for the six months ended June 30, 2025 and 2024 may not be indicative of our future operations.

Our operations for the nine months ended September

30, 2025 and 2024 may not be indicative of our future operations.

Liquidity and Capital Resources

As of June 30, 2025 and December 31, 2024,

As of September 30, 2025 and December 31,

2024, we had an aggregate of $3,021,757 and $375,873, respectively, of cash and cash equivalents and short-term investments.

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funded through proceeds from equity and debt financings, as well as revenue from operations.

We have negative operating cash flows, which has

raised substantial doubt about our ability to continue as a going concern for a period of one year after the date the financial statements

We have negative operating cash flows, which

has raised substantial doubt about our ability to continue as a going concern for a period of one year after the date the financial statements

in this Quarterly Report on Form 10-Q are issued.

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We do not have any additional

sources secured for future funding, and if we are unable to raise the necessary capital at the times we require such funding, we may need

to materially change our business plan, including delaying implementation of aspects of such business plan or curtailing or abandoning

sources secured for future funding, and if we are unable to raise the necessary capital at the times we require such funding, we may

need to materially change our business plan, including delaying implementation of aspects of such business plan or curtailing or abandoning

such business plan altogether.

We continue to generate losses from operations.

As of June 30, 2025, our stockholders’ equity was $23,739,021 compared to $(12,460,308) as of December 31, 2024, and we had an accumulated

deficit of $105,852,621, compared to $98,532,083 as of December 31, 2024.

Our net loss attributable to our common stockholders for the

six months ended June 30, 2025 was $7,320,538 and net cash used in operating activities was $3,179,546.

We will need to generate additional revenues or

secure additional financing sources, such as debt or equity capital, to fund future growth, which financing may not be available on favorable

terms or at all.

We are in the process of securing funding, which we believe will provide the needed working capital until we are cash

flow positive, which we believe will be in the second half of 2025.

If we are unable to raise the necessary capital at the times we require

such funding, we may need to materially change our business plan, including delaying implementation of aspects of such business plan or

curtailing or abandoning such business plan altogether.

As of September 30, 2025, our stockholders’ equity was $24,935,557 compared to $(12,460,308) as of December 31, 2024, and we had

an accumulated deficit of $111,168,493, compared to $98,532,083 as of December 31, 2024.

Our net loss attributable to our common stockholders

for the nine months ended September 30, 2025 was $12,636,410 and net cash used in operating activities was $3,817,995.

We will need to generate additional revenues

or secure additional financing sources, such as debt or equity capital, to fund future growth, which financing may not be available on

favorable terms or at all.

We are in the process of securing funding, which we believe will provide the needed working capital until

we are cash flow positive, which we believe will be in the second half of 2025.

If we are unable to raise the necessary capital at the

times we require such funding, we may need to materially change our business plan, including delaying implementation of aspects of such

business plan or curtailing or abandoning such business plan altogether.

Cash Flow Summary

Six Months Ended

Nine Months Ended

September 30,

Net cash provided by (used in):

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Operating activities used net cash of $3,817,995

during the six months ended June 30, 2025, and used net cash of $6,001,442 during the six months ended June 30, 2024.

Generally, our net

operating cash flows fluctuate primarily based on changes in our profitability and working capital.

during the nine months ended September 30, 2025, and used net cash of $9,915,916 during the nine months ended September 30, 2024.

our net operating cash flows fluctuate primarily based on changes in our profitability and working capital.

Cash used in operating activities

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Investing activities used net cash of $2,468,180 during the

six months ended June 30, 2025, and $265,669 net cash during the six months ended June 30, 2024 an increase in cash used

of $2,208,165.

This amount resulted from $1,364,847 in purchases of property and equipment, $186,000 used for equity-based investment,

$1,000,000 paid for a business acquisition and $77,013 cash received in business combination.

nine months ended September 30, 2025, and $401,448 net cash during the nine months ended September 30, 2024 an increase

in cash used of $2,066,732.

This amount resulted from $388,339 in purchases of property and equipment, $186,000 used for equity-based

investment, $2,000,000 paid for business acquisitions and $77,013 cash received in business combination.

Financing activities provided net cash of $8,932,059

and $7,245,44 during the six months ended June 30, 2025 and 2024, respectively.

This amount resulted from $6,635,294 from the

issuance of common stock, $1,634,809 in repayments of short-term notes payable, and proceeds of $3,044,232 from the issuances

and $10,560,109 during the nine months ended September 30, 2025 and 2024, respectively.

This amount resulted from $6,635,294

from the issuance of common stock, $1,358,376 in repayments of short-term notes payable, and proceeds of $3,654,231 from the issuances

of short-term notes payable.

There can be no assurance that our customers will

decide to and/or be able to proceed with these construction projects, or that we will ultimately recognize revenue from these projects

There can be no assurance that our customers

will decide to and/or be able to proceed with these construction projects, or that we will ultimately recognize revenue from these projects

in a timely manner or at all.

Off-Balance Sheet Arrangements

As of June 30, 2025 and December 31, 2024, we had

no material off-balance sheet arrangements to which we are a party.

In the ordinary course of business, we enter into

agreements with third parties that include indemnification provisions which, in our judgment, are normal and customary for companies in

our industry sector.

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

we had no material off-balance sheet arrangements to which we are a party.

In the ordinary course of business, we enter

into agreements with third parties that include indemnification provisions which, in our judgment, are normal and customary for companies

in our industry sector.

These agreements are typically with consultants and certain vendors.

Pursuant to these agreements, we generally agree

to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with respect

to actions taken or omitted by us.

Pursuant to these agreements, we generally

agree to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with

respect to actions taken or omitted by us.

The maximum potential amount of future payments we could be required to make under these indemnification

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Accordingly, we have no liabilities recorded

for these provisions as of June 30, 2025.

for these provisions as of September 30, 2025.

Critical Accounting Estimates

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reported amounts of assets, liabilities, revenue, and expenses, and the related disclosures.

We base our assumptions, estimates, and judgments

on historical experience, current trends, and other factors that we believe to be relevant at the time the consolidated financial statements

are prepared.

On a regular basis, we review the accounting policies, assumptions, estimates, and judgments to ensure that our financial

statements are presented fairly and in accordance with GAAP.

However, because future events and their effects cannot be determined with

certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

We base our assumptions, estimates, and

judgments on historical experience, current trends, and other factors that we believe to be relevant at the time the consolidated financial

statements are prepared.

On a regular basis, we review the accounting policies, assumptions, estimates, and judgments to ensure that

our financial statements are presented fairly and in accordance with GAAP.

However, because future events and their effects cannot be

determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are discussed

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award is generally re-measured on interim financial reporting dates and vesting dates until the service period is complete.

The fair value

amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period.

value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period.

We recognize stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting

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or settlement shares (physical settlement or net-cash settlement).

SGB 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

SGB 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.

Critical Accounting Estimates (continued)

Convertible instruments .

We bifurcate conversion

options from their host instruments and accounts for them as free-standing derivative financial instruments according to certain criteria.

The criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly

and closely related to the economic characteristics and risks of the host contract;

(ii) the hybrid instrument that embodies both the

embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP measures with changes

in fair value reported in earnings as they occur;

and (iii) a separate instrument with the same terms as the embedded derivative instrument

would be considered a derivative instrument.

conversion options from their host instruments and accounts for them as free-standing derivative financial instruments according to certain

The criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument

are not clearly and closely related to the economic characteristics and risks of the host contract;

(ii) the hybrid instrument that embodies

both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP measures

with changes in fair value reported in earnings as they occur;

and (iii) a separate instrument with the same terms as the embedded derivative

instrument would be considered a derivative instrument.

We determined that the embedded conversion options

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The derivative was

subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of

Revenue recognition – We determine,

at contract inception, whether we will transfer control of a promised good or service over time or at a point in time, regardless of the

length of contract or other factors.

The recognition of revenue aligns with the timing of when promised goods or services are transferred

to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

achieve this core principle, we apply the following five steps in accordance with its revenue policy:

subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results

of operations.

Revenue recognition – We

determine, at contract inception, whether we will transfer control of a promised good or service over time or at a point in time, regardless

of the length of contract or other factors.

The recognition of revenue aligns with the timing of when promised goods or services are

transferred to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or

To achieve this core principle, we apply the following five steps in accordance with its revenue policy:

(1) Identify the contract with a customer

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There were no impairments during the

six months ended June 30, 2025 or 2024.

nine months ended September 30, 2025 or 2024.

Intangible assets – Intangible

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over 7 years.

The amortization expense for the six months ended June 30, 2025 and 2024 was $62,076 and $6,834, respectively.

The accumulated

amortization as of June 30, 2025 and December 31, 2024 was $70,227 and $63,392, respectively.

The amortization expense for the nine months ended September 30, 2025 and 2024 was $85,913 and $10,251, respectively.

accumulated amortization as of September 30, 2025 and December 31, 2024 was $91,351 and $63,392, respectively.

New Accounting Pronouncements

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issuance expense and stock compensation expense.

We believe that adjusting EBITDA to exclude the effects of these items that are not closely

associated with ongoing corporate operations provides management and investors with a meaningful measure that increases period-to -period

comparability of our operating performance.

We believe that adjusting EBITDA to exclude the effects of these items that are not

closely associated with ongoing corporate operations provides management and investors with a meaningful measure that increases period-to

-period comparability of our operating performance.

September 30,

Net loss attributable to common stockholders of Safe & Green Holdings Corp.

$ (5,315,872 )

$ (3,716,105 )

$ (12,636,410 )

$ (12,094,545 )

Addback interest expense

Addback interest income

Addback depreciation and amortization

EBITDA (non-GAAP)

(10,142,715 )

Common stock deemed dividend

Gain on deconsolidation-SG DevCorp (including noncontrolling interest portion)

Change in fair value of equity-based investments

Loss on conversion of notes payable

Loss on disposition of equity-based investments

Addback litigation expense

Addback stock compensation expense

Adjusted EBITDA (non-GAAP)

$ (1,516,018 )

$ (4,597,052 )

$ (3,181,429 )

We believe the presentation of EBITDA and Adjusted

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the information provided by our GAAP financial results.

The non-GAAP information should be read in conjunction with our consolidated financial

statements and related notes.

The non-GAAP information should be read in conjunction with our consolidated

financial statements and related notes.

These measures also should not be construed as

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Adjusted EBITDA to the nearest GAAP measure, net gain (loss) attributable to common stockholders:

Three Months Ended

Six Months Ended

Net loss attributable to common stockholders of Safe & Green Holdings Corp.

$ (4,573,870 )

$ (4,677,000 )

$ (7,320,538 )

Addback interest expense

Addback interest income

Addback depreciation and amortization

EBITDA (non-GAAP)

Common stock deemed dividend

Gain on deconsolidation-SG DevCorp (including noncontrolling interest portion)

Change in fair value of equity-based investments

Loss on disposition of equity-based investments

Addback litigation expense

Addback stock compensation expense

Adjusted EBITDA (non-GAAP)

$ (3,203,954 )

$ (3,459,469 )

$ (4,822,912 )

Quantitative and Qualitative Disclosures

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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 2. Management’s Discussion and Analysis