Form 4: SGD Director Cialone Reports Preferred Stock Conversion

Anthony M. Cialone, a Director and 10% Owner of Safe & Green Development Corp, reported the conversion of Series A Convertible Preferred Stock into Common Stock following stockholder approval.

Summary

• Stockholders of Safe & Green Development Corp (SGD) approved the issuance of common stock upon the conversion of Series A Convertible Preferred Stock on September 29, 2025.
• Anthony M. Cialone, a Director and 10% Owner, reported this event as a disposition of non-derivative Series A Preferred Stock and an acquisition of derivative Series A Preferred Stock (convertible into Common Stock).
• Each share of Series A Preferred Stock is convertible into six shares of Common Stock.
• Due to Nasdaq rules, Cialone's conversion is capped to maintain his interest below 19.99%, resulting in 422,835 Series A Preferred shares converting into 1,080,248 Common Stock shares, rather than the 2,537,010 shares implied by the 6:1 ratio.
• The Series A Preferred shares were received as partial consideration for Cialone's membership interest in Resource Group US Holdings LLC, which was acquired by SGD via an agreement dated February 25, 2025, and amended June 2, 2025.

Sentiment

Score: 5

Explanation: The filing is a neutral, compliance-driven report of a procedural event (stockholder approval for conversion) and changes in beneficial ownership. It contains no explicit positive or negative financial performance data.

Positives

• Stockholder approval of the conversion mechanism provides clarity on the company's capital structure.
• The conversion is subject to Nasdaq rules, ensuring compliance and limiting potential immediate dilution impact from a single large holder.

Negatives

• The conversion of preferred stock into common stock could lead to dilution for existing common stockholders, although capped by Nasdaq rules for this specific reporting person.

Risks

• Potential dilution of common stock value for existing shareholders upon full conversion of Series A Preferred Stock.
• Compliance with Nasdaq rules regarding ownership thresholds (e.g., 19.99% cap) may affect the timing or extent of conversions for large holders.

Future Outlook

The Series A Convertible Preferred Stock held by the reporting person is convertible into Common Stock, with no specified expiration date for this conversion feature, subject to ongoing compliance with Nasdaq rules regarding ownership thresholds.

Industry Context

This Form 4 filing is a routine disclosure of changes in beneficial ownership for a director and 10% owner, reflecting a procedural step in the company's capital structure management following an acquisition. It does not provide broader industry trends or competitive analysis.

Corporate Governance

Related Party Transactions

• Anthony M. Cialone, a Director and 10% Owner, received Series A Preferred Stock as partial consideration for his membership interest in Resource Group US Holdings LLC, which was acquired by the Issuer.

Stakeholder Impact

• Shareholders: Potential dilution of common stock value due to conversion, though capped for this specific reporting person by Nasdaq rules. Provides clarity on the capital structure.

Next Steps

• Ongoing conversion of Series A Convertible Preferred Stock into Common Stock by the reporting person, subject to Nasdaq rules.

Key Dates

Keywords

Safe & Green Development Corp, SGD, Form 4, Beneficial Ownership, Series A Convertible Preferred Stock, Common Stock, Stockholder Approval, Anthony M. Cialone, Resource Group US Holdings LLC, SEC Filing, Corporate Governance, Dilution