Form 4: SGD Director's Preferred Stock Conversion Approved

Safe & Green Development Corp stockholders approved the conversion of Director James D. Burnham's Series A Convertible Preferred Stock into common shares, subject to Nasdaq limits.

Summary

• Stockholders of Safe & Green Development Corp (SGD) approved the issuance of common stock upon the conversion of Series A Convertible Preferred Stock held by James D. Burnham.
• The approval occurred at the Issuer's Annual Meeting of Stockholders on September 29, 2025.
• This event is reported as a disposition of 377,225 shares of non-derivative Series A Convertible Preferred Stock and an acquisition of 377,225 derivative Series A Convertible Preferred Stock.
• Each share of Series A Preferred Stock is convertible into six shares of the Issuer's Common Stock.
• Due to Nasdaq rules, the reporting person's interest is maintained below 19.99%, limiting the conversion of 377,225 Series A Preferred shares to 1,094,567 shares of Common Stock, instead of the full 2,263,350 shares (377,225 * 6).
• James D. Burnham is a Director and 10% Owner of Safe & Green Development Corp.
• The Series A Preferred Stock was initially received by the reporting person as partial consideration for their membership interest in Resource Group US Holdings LLC, in connection with SGD's acquisition of Resource Group.

Sentiment

Score: 5

Explanation: The filing is neutral as it reports a procedural reclassification of securities following stockholder approval, which is an expected compliance event rather than a new financial or operational development.

Positives

• Stockholders formally approved the conversion feature of the Series A Convertible Preferred Stock, providing clarity on the path to common stock ownership for the reporting person.
• The approval facilitates a previously agreed-upon transaction related to the acquisition of Resource Group US Holdings LLC.

Negatives

• The conversion of Series A Preferred Stock into Common Stock for the reporting person is capped at 1,094,567 shares due to Nasdaq's 19.99% ownership rules, preventing the full conversion of 2,263,350 shares based on the 1:6 ratio.

Risks

• Potential future dilution for existing common stockholders if the 1,094,567 shares of Common Stock are converted and enter the market.
• The 19.99% ownership limit imposed by Nasdaq rules restricts the full economic benefit of the conversion ratio for the reporting person.

Future Outlook

The stockholder approval clears the path for the conversion of James D. Burnham's Series A Convertible Preferred Stock into Common Stock, subject to the ongoing compliance with Nasdaq's 19.99% ownership limitation.

Industry Context

This Form 4 filing is a standard regulatory disclosure for insider transactions, specifically reporting a reclassification of securities following a corporate governance action. It reflects the ongoing process of integrating consideration from a prior acquisition and managing insider ownership stakes in compliance with exchange rules.

Corporate Governance

Related Party Transactions

• James D. Burnham, a Director and 10% Owner, received Series A Convertible Preferred Stock as partial consideration for his membership interest in Resource Group US Holdings LLC, in connection with the Issuer's acquisition of Resource Group pursuant to a Membership Interests Purchase Agreement dated February 25, 2025, as amended June 2, 2025.

Stakeholder Impact

• Shareholders: Approved the conversion, which could lead to future dilution of common stock if the converted shares are sold.
• James D. Burnham (Reporting Person): Gains the ability to convert preferred shares into common shares, albeit with a restriction due to Nasdaq rules.

Next Steps

• The reporting person may proceed with the conversion of Series A Convertible Preferred Stock into Common Stock, up to the Nasdaq-imposed limit of 1,094,567 shares.

Key Dates

Keywords

SGD, Safe & Green Development Corp, Form 4, Insider Transaction, Stock Conversion, Preferred Stock, Common Stock, James D Burnham, Director, 10% Owner, Corporate Governance, Nasdaq Rules