Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 25, 2025, Olenox Corp ("Olenox"), a wholly owned subsidiary of Safe & Green Holdings Corp. (the "Company"), entered into a Purchase Agreement with Charles E Webb Jr Family Partnership LTD (the "Seller"), pursuant to which Olenox will purchase certain real property located at 1207 N FM 3083 Rd, Conroe, Texas, which includes office space and warehouse space (the "Conroe Property"), for a purchase price of $3,000,000. The purchase of the Conroe Property is explicitly contingent upon Olenox obtaining a third-party loan secured by the Conroe Property in the amount of $2,400,000 for not less than 20 years with an initial interest rate not to exceed 8.000% and payments calculated on an amortization period of no less than 20 years.

Pursuant to the terms of the Purchase Agreement, Olenox will take occupancy September 26, 2025. Olenox has the option to extend the closing of the transaction for up to 24 months. Olenox has executed a commercial lease (the "Lease") with the Seller for the interim period between the execution of the Purchase Agreement and the closing of the transaction. $4,000 of the lease payments per month will be credited to the sales price at closing.

Pursuant to the terms of the Purchase Agreement, Olenox must deposit $30,000 as earnest money not later than 3 days after the effective date of the Purchase Agreement. Pursuant to the terms of the Lease, Olenox must pay a $20,000 security deposit with the Seller, which may be applied by the Seller to any amounts owed by Olenox under the Lease. Olenox shall maintain in full force and effect from an insurer authorized to operate in Texas, commercial general liability insurance naming Seller as an additional insured with policy limits on an occurrence basis with a minimum amount of $2,000,000.

The foregoing descriptions of the Purchase Agreement and the Lease are qualified in their entirety by reference to the full text of the Purchase Agreement and the Lease, copies of which are attached hereto as Exhibit 10.1 and 10.2, and are incorporated herein in their entirety by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.