Safe & Green Holdings Corp. (NASDAQ: SGBX) (“Safe & Green Holdings” or the “Company”), a leading developer, designer, and fabricator of modular structures for residential, commercial, and point-of-care medicine, today provided an update on the planned spinoff of Safe & Green Development Corp (“SG DevCo”) to become a standalone company listed on Nasdaq, and the process for distribution of SG DevCo shares to Safe & Green Holdings shareholders.

As previously announced, the Company plans to distribute thirty percent of SG DevCo to its current shareholders, with Safe & Green Holdings retaining seventy percent. A third-party fairness opinion has valued SG DevCo's fair market value at $74 million.

The Company is awaiting final review and approval of the transaction by Nasdaq, which it expects to receive in the coming weeks. Once the transaction receives Nasdaq approval, the Company will move forward with its plan to list SG DevCo on the Nasdaq exchange by announcing the Record Date and anticipated listing date, within approximately 30 days of Nasdaq’s approval of the transaction.

Safe & Green Holdings plans to distribute the shares of SG DevCo on the Distribution Date to holders of record as of the close of business on the yet-to-be-announced Record Date (“Distribution”). The Distribution is expected to be completed following the Nasdaq market closing on the Distribution Date. Safe & Green Holdings’ transfer agent and registrar, American Stock Transfer and Trust Company, LLC, will serve as transfer agent and registrar for SG DevCo as well, and act as distribution agent in connection with the Distribution.

Registered Stockholders

For investors that own Safe & Green Holdings common stock as of the close of business on the Record Date, and are registered owner of the shares, the shares of common stock will be issued electronically, as of the Distribution Date, to investor accounts by way of direct registration in book-entry form. Book-entry form is a method of recording stock ownership when no physical paper share certificates are distributed to stockholders, as is the case with the Distribution.

Beneficial Stockholders

For beneficial stockholders of the shares that hold Safe & Green Holdings common stock beneficially through a bank or brokerage firm, the bank or brokerage firm will credit stockholders’ accounts with the shares of common stock in connection with the Distribution. Beneficial stockholders with questions concerning the mechanics of shares of common stock held in “street name,” are encouraged to contact their bank or brokerage firm.

Paul Galvin, Chairman and CEO stated. “The spinoff of SG DevCo and the subsequent distribution of 30% of the shares to our existing shareholders is yet another demonstration of the Company’s ongoing commitment to creating value for our shareholders.”

The Company will provide further updates regarding the anticipated Nasdaq record and listing dates when available.

About Safe & Green Holdings Corp.

Safe & Green Holdings Corp., a leading modular solutions company, operates under core capabilities which include the development, design, and fabrication of modular structures, meeting the demand for safe and green solutions across various industries. The firm supports third party and in-house developers, architects, builders and owners in achieving faster execution, greener construction, and buildings of higher value. The Company’s subsidiary, Safe and Green Development Corporation, is a leading real estate development company. Formed in 2021, it focuses on the development of sites using purpose built, prefabricated modules built from both wood and steel, sourced from one of Safe & Green Holdings’ factories and operated by the SG Echo subsidiary. For more information, visit https://www.safeandgreenholdings.com/ and follow us at @SGHcorp on Twitter.

Safe Harbor Statement

Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions and include statements regarding plans to spin-off the Company’s real estate development subsidiary SG DevCo, which the Company believes will significantly maximize its value, and significantly enhance the Company’s balance sheet, resulting in an excellent outcome for the Company and its shareholders. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to complete the spin-off of SG DevCo as planned, the Company’s ability to list SG DevCo on the Nasdaq as planned, the Company’s ability to expand within various verticals as planned, the Company’s ability to position itself for future profitability, the Company’s ability to maintain compliance with the NASDAQ listing requirements, and the other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and its subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

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