NASDAQ: OLOX

Our
Modules

Prior
to October 2019, our business model was solely a project-based construction model pursuant to which we were responsible for the design
and construction of finished products that incorporated our technology primarily to customers in the retail, restaurant, military and
education industries throughout the United States. In October 2019, we changed our business model for our residential building construction
to a royalty fee model and entered into a five-year exclusive license with CPF GP 2019-1 LLC (“CPF”) under which CPF licensed
on an exclusive basis our proprietary technology and intellectual property to develop and commercialize products in the United States
(and its territories) for residential use, including, without limitation, single-family residences and multi-family residences, but excluding
military housing. On June 15, 2021, we terminated the exclusive license by mutual agreement and ceased our royalty fee model.

Prior
to the COVID-19 pandemic, our core customer base was comprised of architects, landowners, builders and developers who used our Modules
in commercial and residential structures. Our cargo modified Modules allow for the redesign, repurpose and conversion of heavy-gauge
steel cargo shipping containers into Safe & Green™, which are safe green building blocks for commercial, industrial, and residential
building construction, rather than consuming new steel and lumber. Our technology and expertise are also used to purpose-build modules,
or prefabricated steel modular units customized for use in modular construction, and to augment or complement our structures.

4

Modular
Construction

We
manufacture purpose-built pre-fabricated modular structures, for both residential and commercial use, using wood or steel as the base
material. We believe that modular construction provides the following benefits:

STRONG

FAST

GREEN

●
Factory
produced modules provide greater quality of construction

●
Modules
can be produced in parallel to the local site and civil work to enhance the date of completion

●
Modular
construction allows for energy savings and more efficient waste management than traditional construction

●
Modules
are inspected by a third party engineering firm to meet or exceed all applicable building codes

●
Projects
can save up to 50% on speed to market in comparison to traditional construction

●
Less
site disturbance and impact on local traffic

●
Less
weather related damage to construction materials

Products
Produced with Our GreenSteel™ Modular Technology

The
building products developed with our proprietary technology and design and engineering expertise are generally stronger, more durable,
environmentally sensitive, and erected in less time than traditional construction methods. The use of the Safe & Green building structure
typically provides between four to six points towards the Leadership in Energy and Environmental Design (“LEED”) certification
levels, including reduced site disturbance, resource reuse, recycled content, innovation in design and use of local and regional materials.
Due to our ability to satisfy such requirements, we believe the products produced utilizing our technology and expertise is a leader
in environmentally sustainable construction.

There
are three core product offerings that utilize our GreenSteel technology and engineering expertise. The first product offering involves
GreenSteel Modules, which are normally container based, and are the structural core and shell of a Safe & Green building. We procure
the containers, engineer required openings with structural steel enforcements, paint the containers and then deliver them on-site, where
the customer or a customer’s general contractor will complete the entire finish out and installation. The second product offering
involves replicating the process to create the GreenSteel product either container based or conventional volumetric units and, in addition,
installing selected materials, finishes and systems (including, but not limited to floors, windows, doors, interior painting, electrical
wiring and fixtures, plumbing outlets and bathrooms, roofing system) and delivering pre-fabricated Modules to the site for a third party
licensed general contractor to complete the final finish out and installation. Finally, the third product offering is the completely
fabricated and finished building (including but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures,
plumbing outlets and bathrooms, roofing systems), including erecting the final unit on site and completing any other final steps. The
building is ready for occupancy and/or use as soon as installation is completed. Construction administration and/or project management
services are typically included in our product offerings.

Other
Modular Products

We
also produced pre-fabricated modular containers, for both residential and commercial use, at our Durant, Oklahoma facility using wood
framing as the base material instead of steel containers. We have found that some clients prefer a mix of wood and steel containers for
their projects.

5

ESR
Approval

In
April 2017, the ICC Evaluation Service, LLC (“ICC-ES”) granted us an Evaluation Service Report (“ESR”) for the
Safe & Green structural building materials. We believe we were the first modular building company to receive such certification.
Our ESR indicates that the ICC-ES recognizes the suitability and technical capabilities of our structural building materials for use
in compliance with the International Building Code and Residential Code, the California Building Code and Residential Code, and the Florida
Building Code—Building and Residential. We believe our ESR has expedited reviews and approvals by state and local building departments,
helped the modular concept gain wider acceptance in the construction industry and opened up licensing opportunities internationally We
also believe the ESR will make it more difficult for other companies in the industry to compete with us because the quality control and
design acceptance criteria are specific to us and our associated facilities.

The
inspection and certification of intermodal containers as detailed in our ESR procedures is not site specific but rather depends on the
use of qualified inspectors who are trained to evaluate the cargo worthiness of intermodal containers using established industry standards,
including AC 462 from the ICC-ES and Institute of International Container Lessors (“IICL”). Our quality control and inspection
processes are reviewed annually by the ICC-ES to verify compliance with the Acceptance Criteria established by the ICC-ES and detailed
in ESR 3764. The ESR program is current with these recertifications and the up-to-date ESR is posted to the industry wide approved ESR
list on the ICC-ES web-based network. Once a container is inspected, a medallion is permanently affixed to the unit to signify compliance
with ESR 3764 which is used by local building officials to verify conformance of the container module to the ICC-ES criteria. All Olenox
Industries container-based modules have such medallions that validate the quality control process.

Target
Markets

To
date, the target markets for the products that utilize our technology and expertise of Modules have been the new construction market
in the United States. The Modules that utilize our technology and expertise have a particular application in a number of segments, including:

●

Single-Family
and Multi-Family Housing

●

Restaurants
and Quick Service Restaurants

●

Military

●
Education/Student
Housing

●
Health
Care including medical laboratories

●

Equipment
Enclosures and Stacking Solutions

●

Office
and Commercial

●

Residential
customers

●

Athletic facilities
and support structures

●
Administration
Facilities

In
addition, future work targets a major expansion into such products and services, including recharging stations for electric vehicles,
data centers, warehouse/public storage, energy storage, and reclamation/drop off centers.

6

SG
Echo

In
September 2020, we consummated the transaction contemplated by the Asset Purchase Agreement that SG Echo, LLC (“SG Echo”)
entered into with Echo DCL, LLC, a Texas limited liability company (“Echo”), pursuant to which SG Echo acquired substantially
all the assets of Echo, except for Echo’s real estate holdings. Echo was a container/modular manufacturer based in Durant, Oklahoma
specializing in the design and construction of permanent modular and temporary modular buildings and was one of our key supply chain
partners. Echo catered to military, education, administration facilities, healthcare, government, commercial and residential customers.
This acquisition allowed us to expand our reach with our Modules and offered us an opportunity to vertically integrate a large portion
of our cost of goods sold, as well as increase margins, productivity and efficiency in the areas of design, estimating, manufacturing
and delivery.

SG
Echo opened a second factory (the “Waldron Factory”) in Durant, Oklahoma, in the second half of 2023. The Waldron Factory
produced modulars for multiple clients in various industries. It was closed and moved to Conroe, TX in the fourth quarter of 2025. The
factory in Oklahoma is currently being leased to a tenant that is an unrelated entity.

On
April 28, 2026, SG Echo, a wholly owned subsidiary of the Company, commenced a voluntary case under Chapter 11 of title 11 of the United
States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Oklahoma (the “Bankruptcy
Court”), seeking a court-administered reorganization pursuant to a plan of reorganization. The Chapter 11 case pertains solely
to SG Echo and does not include the Company or any of its other subsidiaries or affiliates, which continue to operate normally. SG Echo
continues to operate its business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance
with the applicable provisions of the Bankruptcy Code.

The
commencement of the Chapter 11 case constitutes an event of default that accelerated the obligations of SG Echo under the Loan and Security
Agreement between SG Echo, LLC and Enhanced Capital Oklahoma Rural Fund, LLC, dated September 20, 2024 (the “Enhanced Loan Agreement”),
under which approximately $4.0 million of principal, plus accrued and unpaid interest, became immediately due and payable. Any efforts
to enforce the payment obligations under the Enhanced Loan Agreement are automatically stayed as a result of the Chapter 11 case, and
the creditors’ enforcement rights are subject to the applicable provisions of the Bankruptcy Code. The Company is evaluating the
impact of the Chapter 11 case on the carrying amounts and classification of SG Echo’s assets and liabilities and on the Company’s
consolidated financial statements.

SG
DevCorp

In
December 2022, we announced our plan to separate (the “Separation”) our Company and Safe and Green Development Corporation
(“SG DevCorp”) into two separate publicly traded companies. To implement the Separation, on September 27, 2023, we effected
a pro rata distribution to our stockholders of approximately 30% of the outstanding shares of SG DevCorp common stock (the “Distribution”).
In connection with the Distribution, each of our stockholders received 0.930886 shares of SG DevCorp common stock for every five (5)
shares of our common stock held as of the close of business on September 8, 2023, the record date for the Distribution, as well as a
cash payment in lieu of any fractional shares. Immediately after the Distribution, SG DevCorp was no longer a wholly-owned subsidiary
of ours and we held approximately 70% of SG DevCorp issued and outstanding securities. SG DevCorp has since gone through mergers and
a name change.

In
connection with the Separation and Distribution, we entered into a separation and distribution agreement and several other agreements
with SG DevCorp. These agreements provide for the allocation between us and SG DevCorp of the assets, employees, liabilities and obligations
(including, among others, investments, property, employee benefits and tax-related assets and liabilities) of us and our subsidiaries
attributable to periods prior to, at and after the Separation and will govern the relationship between us and SG DevCorp subsequent to
the completion of the Separation. In addition to the separation and distribution agreement, the other principal agreements entered into
with us included a tax matters agreement and a shared services agreement.

During
2024, the Company’s ownership in SG DevCorp fell below 50%, and the Company deconsolidated SG DevCorp from its financial statements
(the “Deconsolidation”). The Deconsolidation represents a strategic shift in the Company’s operations and continues
to have a major effect on the Company’s operations and financial results.

7

Recent
Developments

On
February 2, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between us and NAHD pursuant
to which NAHD will be merged into a to-be-formed subsidiary of the Company (the “Merger”). Following this Merger, the NAHD
operating subsidiaries will be indirect, wholly owned subsidiaries of the Company.

As
merger consideration, the Company will issue four million (4,000,000) shares of Series A non-voting convertible preferred stock of the
Company, par value $1.00 (the “Preferred Shares”), to the NAHD shareholders. Each Preferred Share has the right to convert
into shares of common stock of the Company at a ratio of 1 to 15 (each Preferred Share will convert into 15 shares of common stock of
the Company), provided, however, that such conversion is subject to the approval of a majority of the Company’s common shareholders.

The
Merger Agreement contain customary representations, warranties, and covenants. The Merger Agreement also contain conditions to the completion
of the Merger including the filing of the articles of incorporation and/or organization for the merger subsidiaries, and the adoption
of board resolutions and/or sole member resolutions by the merger subsidiaries approving the Merger. There are no assurances that the
parties will satisfy all of the conditions to the merger.

The
parties expect to complete these transactions as soon as practicable following the satisfaction or waiver of the condition to the Merger.

On
February 26, 2025, the Company received a listing decision from The Nasdaq Stock Market LLC (Nasdaq) on behalf of the Nasdaq Hearings
Panel (the “Panel”) indicating that the Company has evidenced compliance with the minimum equity standard set forth in Listing
Rule 5550(b)(1) (the “Equity Rule”) and all other applicable criteria for continued listing on The Nasdaq Capital Market.
Accordingly, the previously disclosed listing matter has been closed, and the Company’s securities will remain listed on Nasdaq.

To
regain compliance with the Equity Rule, the Company proposed a merger with Olenox Corp., a diversified energy company based in Texas
that operates in three vertically integrated business units: Oil & Gas, Energy Services, and Energy Technologies (the “Olenox
Merger”). On February 6, 2025, the Company informed the Panel that the Company had completed the first planned stage of the Olenox
Merger, which served to increase stockholders’ equity by approximately $60 million. Based on the information presented and publicly
disclosed, the Panel determined that the Company has satisfied the Equity Rule.

In
its communications with the Panel, the Company further advised that the conversion of the preferred stock issued in the transaction is
subject to the Company’s receipt of shareholder approval for the issuance of the underlying common shares and, upon such issuance,
will result in a change of control of the Company. Upon the Company’s receipt of such shareholder approval, the Company plans to
file an initial listing application for the combined entity.

On
June 11, 2025, the Company was notified by Nasdaq that, based upon the Company’s continued non-compliance with the minimum $1.00
bid price requirement set forth in Rule 5550(a)(2) as of June 10, 2025, the deficiency could serve as an additional basis for the delisting
of the Company’s securities from Nasdaq. The notice had no immediate effect on the listing or trading of the Company’s common
stock and the Company’s common stock continued to trade pending the ultimate conclusion of the Nasdaq hearing process. On June
17, 2025, the Company presented a plan to the Panel to regain compliance, including its intention to implement a reverse stock split
and restructure certain previously issued warrants to mitigate dilution concerns. On July 8, 2025, the Company received a decision letter
from the Panel granting the Company’s request for continued listing on the Nasdaq Capital Market. The decision is conditioned on
the Company maintaining full compliance with all continued listing requirements of the Nasdaq Capital Market by August 28, 2025 and completing
its proposed plan. On or about October 3, 2025, the Company regained compliance with all applicable Nasdaq listing requirements, including
Nasdaq Listing Rule 5550(a)(2), the Minimum Bid Price Rule, which requires the Company’s common stock to maintain a minimum bid price
of $1.00 per share for at least ten consecutive business days. Further to the compliance letter set forth by the Panel, the Company has
now fully complied with all terms and conditions outlined therein.

On
December 18, 2025, the Company acquired all of the outstanding shares of Giant Containers Inc. Giant Containers is a leading manufacturer
of modular structures utilizing shipping containers and purpose-built containers. Giant Containers have been active in the industry for
over 20 years and have delivered several projects to the residential, commercial and industrial markets. It has customers throughout
Canada and the U.S. and at the date of acquisition had a substantial number of projects under contract. With the closing of SG Echo LLC
in the fourth quarter of 2025, Giant Containers will be the focus of the Company’s modular business going forward.

8

Our
Competitive Strengths

Although
the construction industry is highly competitive, we are committed to educating the real estate community on the benefits of our technology
and expertise and positioning our products as complementary to the strategy of developers, rather than as competition. We may compete
for building opportunities with regional, national and international builders that possess greater financial, marketing and other resources
than we do, and competition within the general construction industry may increase if there is future consolidation in the land development
and construction industry or if new building technologies arise. Within the modular building space, we compete against a small number
of companies providing modular building services. The principal competitive factors in our construction business include, but are not
limited to, the availability of building materials; technical product knowledge and expertise; previous experience in modular construction;
consulting or other service capabilities; pricing of products; and the marketability of our ESR within the structural building space.

We
believe we can distinguish ourselves from our competitors on the basis of our ESR, quality, cost and construction time savings when utilizing
our technology and expertise. Our proprietary construction for our cargo-based containers method is typically less expensive than traditional
construction methods, particularly in urban locations and multi-story projects, and construction time is also generally reduced by using
our construction method, reducing both construction and soft costs substantially. Our Modules are designed to be hurricane-, tornado-
and earthquake-resistant and able to withstand harsh climate conditions. The flexibility and the stack-ability of the Modules allow architects,
developers and owners to design Modules to meet their specific needs. In addition, our management team has a breadth of knowledge in
the modular building industry with over 100 years of combined experience. Our experience in a wide range of construction applications,
including offices, industrial enclosures, residential projects, commercial structures and quick service restaurants, gives us an advantage
over our competition through the use of market-based prototypes.

Our
Customers

We
market our construction products to a broad customer base, comprised primarily of contractors, home builders, building owners and other
resellers across the continental United States and Canada. In addition, as stated above, we have supplied and offer our Modules to the
medical community. Our customers come from all walks in the economy and include large multinational corporations, government agencies,
private developers, the U.S. Military, individual home owners, pop-up retailers, and a host of entrepreneurs looking to launch ideas
and technology.

Our
Suppliers and Partners

Although
the primary use of shipping containers is for transportation, when constructing our Modules, we use standard materials made in America
to modify the container shell structure and finish out the Modules. We also utilize the same suppliers and materials used by conventional
construction. Materials such as windows, doors, insulation mechanical systems, electrical systems and other such supplies are all off-the-shelf
materials and equipment commonly available and used in the industry. We believe we have access to alternative suppliers, with limited
disruption to the business, should circumstances change with our existing suppliers.

Intellectual
Property

We
operate under our United States registered trademarks, GreenSteel™ and Giant Containers.

Legal
Proceedings

The
Company is subject to certain claims and lawsuits arising in the normal course of business. For information regarding legal proceedings,
see “Note 21 - Commitments and Contingencies” of our consolidated financial statements included elsewhere in this Annual
Report.

9

Government
Regulation and Approval

The
design and construction of buildings is controlled at the project level, with local and state municipalities having jurisdiction in most
cases. All buildings, conventionally built or modularly built, are subject to published building codes and criteria that must be achieved
during the architectural and engineering phase in order to be approved for construction. There are no specific regulations that impact
our design and construction technology. Our oil and gas operations are governed by federal, state, and local regulations covering environmental
protection, safety, leasing, and production compliance. While much of the regulation in the design and construction industry occurs at
the project level, we are subject to various federal, state and local government regulations applicable to the business in the jurisdictions
in which we operate, including laws and regulations relating to our relationships with our employees, public health and safety, workplace
safety, transportation, zoning and fire codes. We strive to operate in accordance with applicable laws, codes and regulations. We believe
we are in compliance in all material respects with existing applicable environmental laws and regulations and, in addition, that our
employment, workplace health and workplace safety practices comply with related regulations.

General
Corporate Information

We
were incorporated in the State of Delaware on December 29, 1993 under the name PC411, INC. On January 12, 1999, we changed our name to
CDSI Holdings, Inc. On November 4, 2011, CDSI Merger Sub, Inc., our wholly-owned subsidiary, completed a reverse merger with and into
SG Building Blocks, Inc. (“SG Building”), with SG Building surviving the reverse merger as our wholly owned subsidiary.
Also on November 4, 2011, we changed our name to SG Blocks, Inc. On December 16, 2022, we changed our name to Safe & Green Holdings
Corp. In addition, on December 16, 2022, our then wholly-owned subsidiary, SGB Development Corp. changed its name to Safe and Green Development
Corporation. On January 20, 2026, we changed our name to Olenox Industries Inc. Our common stock is currently listed for trading on the
Nasdaq Capital Market under the symbol “OLOX.”

Our
principal offices are located at 1207 N FM 3083 Rd E Bldg C, Conroe, TX 77304. Our website address is www.olenox.com. The information
contained in, and that can be accessed through our website, is not incorporated into and is not a part of this Annual Report. We make
available on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as soon as reasonably
practicable after those reports are filed with the Securities and Exchange Commission (the “SEC”). The following Corporate
Governance documents are also posted on our website: Code of Business Conduct and Ethics and the Charters for the following Committees
of the Board of Directors: Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Our phone number
is (646) 240-4235. Our filings may also be read and copied at the SEC’s Public Reference Room at 100 F Street NE, Room 1580 Washington,
DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC. The address of that website is www.sec.gov.

Our
Emergence from Bankruptcy

On
October 15, 2015, the Company and its subsidiaries (collectively, the “Debtors”), filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the
“Bankruptcy Court”) under the caption In re SG Blocks, Inc. et al., Case No. 15-12790. On February 29, 2016, the Debtors
filed a Disclosure Statement (the “Disclosure Statement”), attaching a Plan of Reorganization (the “Reorganization
Plan”), along with a motion seeking approval of the Disclosure Statement by the Bankruptcy Court. On June 30, 2016 (the “Effective
Date”), the Reorganization Plan became effective, and the Debtors emerged from bankruptcy.

Prior
to the Effective Date, the Company was authorized to issue: (i) 300,000,000 shares of common stock, par value $0.01 (the “Former
Common Stock”) of which 3,353 shares were issued and outstanding as of June 29, 2016 ; and (ii) 5,000,000 shares of preferred
stock, par value $0.01 (the “Former Preferred Stock”), none of which were issued and outstanding prior to the Effective Date.

10

On
the Effective Date, and pursuant to the terms of the Reorganization Plan, the Company entered into a Securities Purchase Agreement, dated
June 30, 2016, pursuant to which the Company sold for a subscription price of $2.0 million a 12% Original Issue Discount Senior Secured
Convertible Debenture to Hillair Capital Investments L.P. (“HCI”) in the principal amount of $2.5 million, with a maturity
date of June 30, 2018 (the “Exit Facility”).

On
the Effective Date, all previously issued and outstanding shares of the Former Common Stock were deemed discharged, cancelled and extinguished,
and, pursuant to the Reorganization Plan, the Company issued, in the aggregate 1 share of common stock, par value $0.01 (the “New
Common Stock”), to the holders of Former Common Stock. Further, under the Reorganization Plan, upon the Effective Date, certain
members of the Company’s management were entitled to receive options (the “Management Options”) to acquire approximately
1 share , of the Company’s New Common Stock, on a fully diluted basis.

On
the Effective Date, pursuant to the terms of the Plan and the Company’s Amended and Restated Certificate of Incorporation, the
Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Convertible Preferred Stock, designating
1,801,670 shares (as adjusted to effect a 1-for-3 reverse stock split) of preferred stock, par value $1.00, all of which were issued
upon our emergence from bankruptcy. Prior to our public offering that we consummated in June 2017, all outstanding shares of our preferred
stock, were converted into 90,084 shares of common stock. No preferred stock currently remains outstanding.

Reverse
Stock Split

On
May 2, 2024, we effected a 1-for-20 reverse stock split of our common stock. All share and per share amounts set forth in the consolidated
financial statements have been retroactively restated to reflect the split effected in May 2024 as if it had occurred as of the earliest
period presented and unless otherwise stated, all other share and per share amounts for all periods presented in this Annual Report have
been adjusted to reflect the reverse stock split effected in May 2024.

On
September 8, 2025, the Company effected a 1-for-64 reverse stock split of its then-outstanding common stock. All share and per share
amounts set forth in the consolidated financial statements of the Company have been recast to reflect the 1-for-64 reverse stock split
as if it had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts for all
periods have been adjusted to reflect this reverse stock split.

On
May 8, 2026, the Company effected a 1-for-10 reverse stock split of its then-outstanding common stock. All share and per share amounts
set forth in the consolidated financial statements of the Company have been recast to reflect the 1-for-10 reverse stock split as if
it had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts for all periods
have been adjusted to reflect this reverse stock split.

Human
Capital

We
believe that our success depends upon our ability to attract, develop and retain key personnel. As of December 31, 2025, we directly
employed five full-time employees and engaged outside professional firms and subcontractors to deliver projects to customers.

11

Available
Information

We
are subject to the informational requirements of the Exchange Act, and in accordance therewith, we file reports, proxy and information
statements and other information with the SEC. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K, and any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available through
the investor relations section of our website at www.olenox.com. Reports are available free of charge as soon as reasonably practicable
after we electronically file them with, or furnish them to, the SEC. The information contained on our website is not incorporated by
reference into this Annual Report.