What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2026-07-31 compared with 2025-11-14 · 30 added, 40 removed, 5 unchanged (93% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Management of Safe & Green Holdings Corp.,

with the participation of our Principal Executive Officer and the Principal Financial Officer carried out an evaluation of the effectiveness

of our “disclosure controls and procedures” (as defined in the Exchange Act, Rules 13a-15(e) or 15d-15(e)) as of the end

of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”).

Based upon that evaluation, our Principal

Executive Officer and our Principal Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures

were not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange

Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) is accumulated

and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow

timely decisions regarding required disclosure.

The Principal Executive Officer and the Principal

Financial Officer believe that the condensed consolidated financial statements and other information contained in this Quarterly Report

on Form 10-Q present fairly, in all material respects, our business, financial condition and results of operations.

Changes in Internal Control over Financial

For the fiscal quarter ended September 30, 2025,

there have been no changes in our internal control over financial reporting identified in connection with the evaluations required by

Rule 13a-15(d) or Rule 15d-15(d) under the Exchange Act that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

Our Principal Executive Officer and Principal Financial Officer concluded that, as of March 31, 2026, the Company’s disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

As a result of these material weaknesses, there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

Notwithstanding the identified material weaknesses, management believes that the condensed consolidated financial statements and other financial information included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows in conformity with U.S.

Previously Reported Material Weaknesses

As disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, management identified material weaknesses in the Company’s internal control over financial reporting.

One of those material weaknesses included to the Company’s controls over the estimation of the acquisition-date fair value estimates.

The Company did not design and maintain effective controls over the determination of fair value estimates, and as a result the fair value of shares issued as consideration in a business combination was not appropriately recorded in the Company’s condensed consolidated financial statements for the interim periods ended March 31, 2025, June 30, 2025 and September 30, 2025.

Refer to Note 3 - Restatement of Previously Issued Financial Statements to our condensed consolidated financial statements.

Management, with the oversight of the Audit Committee, is implementing measures designed to remediate the material weaknesses, including:

enhancing the Company’s period-end financial reporting process for accounting estimates, including specific procedures over the determination of the acquisition-date fair value of equity consideration issued in a business combination;

engaging third-party consultants with technical U.S.

GAAP and SEC reporting expertise to assist in the evaluation and review of complex and non-routine transactions;

strengthening the Company’s accounting and financial reporting resources, including the appointment of a new Chief Financial Officer.

The measures described above were implemented during the three months ended March 31, 2026.

The material weaknesses will not be considered remediated until the applicable controls have been designed and implemented, have operated for a sufficient period of time, and management has concluded, through testing, that those controls are operating effectively.

Management is unable to predict when remediation will be complete.

Changes in Internal Control over Financial Reporting

During the three months ended March 31, 2026, the Company completed the remediation efforts described above.

These changes are reasonably likely to materially affect the Company’s internal control over financial reporting.

There were no other changes in the Company’s internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive

Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will

prevent or detect all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable,

not absolute, assurance that the control system’s objectives will be met.

The design of a control system must reflect the fact

that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Further, because of the

inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error

or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include

the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there

can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of

any evaluation of controls effectiveness to future periods are subject to risks.

Over time, controls may become inadequate because of

changes in conditions or deterioration in the degree of compliance with policies or procedures.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation of controls effectiveness to future periods are subject to risks.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

OTHER INFORMATION

Legal Proceedings

The information included in “Note 17 -

Commitments and Contingencies” of our condensed consolidated financial statements included elsewhere in this Quarterly Report Form

10-Q is incorporated by reference into this Item.

The information included in “Note 11 – Commitments and Contingencies” of our condensed consolidated financial statements included elsewhere in this Quarterly Report Form 10-Q is incorporated by reference into this Item.

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 4. Controls and Procedures