Other Events On September 9, 2026, the Company closed the Private Placement of its Series B Preferred Stock and issued the Series B Preferred Stock to the Investors for aggregate proceeds of $3.75 million, before deducting placement agent fees and other offering expenses that were payable by the Company in connection with such closing. The Private Placement was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving…

Unregistered Sales of Equity Securities To the extent required by Item 3.02, the information contained in Items 5.03 and 8.01 is incorporated herein by reference. The Private Placement (as defined below) with the Investors (as defined below) was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy, n…

Unregistered Sales of Equity Securities To the extent required by Item 3.02, the information contained in

Entry into a Material Definitive Agreement Private Placement Preferred Stock Purchase Agreement On September 7, 2026, Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”) entered into a Preferred Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company and five institutional investors (each an “Investor”, together the “Investors”) for the issuance and sale in a private placement (the “Private Placement”) of an aggregate of 3,750 shares of Series B C…

Entry into a Material Definitive Agreement On August 24, 2026, Greenwave Technology Solutions, Inc. (the “Company”) entered into an Exchange Agreement with DWM Properties LLC (“DWM”), an entity controlled by Danny Meeks, the Chief Executive Officer of the Company (the “Agreement”). Pursuant to the Agreement, in exchange for the satisfaction of an outstanding promissory note payable to DWM with a principal balance of $5,391,859 and other related party amounts owed to Mr. Meeks and his affiliat…

The Company will issue the Exchange Shares, in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Act, Regulation D promulgated thereunder, and/or Section 3(a)(9) of the Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed on the Current Report on Form 8-K of Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”) filed on April 22, 2026, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) regarding the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 20, 2026, Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that because it has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the U.S. Securities and…

Chief Financial Officer — Chelsea Pullano: Ms. Pullano was appointed as the new Chief Financial Officer, replacing Danny Meeks.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On November 18, 2025, Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”), received a Staff Determination Letter (the “Staff Determination Letter”) from the Nasdaq Listing Qualifications Staff (the “Staff”) based on the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Rule”), as previously notified by the Staff on May 23, 2025 and August 22, 20…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed on the Current Report on Form 8-K of Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”), filed on May 30, 2025, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) regarding the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 23, 2025, Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”) received a staff determination letter (the “Letter”) from Nasdaq Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that because it has not yet filed its Form 10-Q for the fiscal year ended March 31, 2025 (the “Filing”), Nasdaq has determined tha…

NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. As previously reported by Greenwave Technology Solutions, Inc. (the “Company”), on September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq Listing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capit…

Director — Henry Sicignano III: Mr. Sicignano resigned from the Board of Directors.

Entry into a Material Definitive Agreement. Registered Direct Offering and Concurrent Private Placement On February 10, 2025, Greenwave Technology Solutions, Inc. (the “ Company ”) and certain institutional and accredited investors (the “ Purchasers ”) entered into a securities purchase agreement (the “ Purchase Agreement ”), pursuant to which the Company agreed to sell to such Purchasers an aggregate of 21,100,000 shares (the “ Shares ”) of common stock, par value $0.001 per share, of the Co…

The Company issued the Warrants and the Placement Agent Warrants, and will issue the Warrant Shares and the Placement Agent Warrant Shares, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Act, Rule 506(b) of Regulation D promulgated thereunder, and/or Section 3(a)(9) of the Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absen…

Director — Lisa Lucas-Burke: The company appointed Lisa Lucas-Burke as a new director and to several committees.

Entry into a Material Definitive Agreement. Registered Direct Offering and Concurrent Private Placement On January 10, 2025, Greenwave Technology Solutions, Inc. (the “ Company ”) and certain institutional and accredited investors (the “ Purchasers ”) entered into a securities purchase agreement (the “ Purchase Agreement ”), pursuant to which the Company agreed to sell to such Purchasers an aggregate of 7,544,323 shares (the “ Shares ”) of common stock, par value $0.001 per share, of the Comp…

The Company issued the Warrants, the Placement Agent Warrants, the Exchange Shares, and will issue the Warrant Shares, the Placement Agent Warrant Shares, and the shares of Common Stock underlying the Existing Warrants, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Act, Rule 506(b) of Regulation D promulgated thereunder, and/or Section 3(a)(9) of the Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer…

Unregistered Sales of Equity Securities The information contained above in

Entry into a Material Definitive Agreement On December 2, 2024, Greenwave Technology Solutions, Inc. (the “Company”) entered into a Contract of Sale (the “Contract of Sale”) with DWM Properties LLC (“DWM”), KPAJ, LLC and Oceana Salvage Properties, L.L.C. (collectively, the “Sellers”), in each case, an entity affiliated with Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase the Premises (as defined in the Contract of Sale) held by the Sellers…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 13, 2024, Greenwave Technology Solutions, Inc. (the “Company”) received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Mark…

Director — John Wood: Mr. Wood resigned from the Board of Directors.

Item 9.01(d) Financial Statements and Exhibits Exhibits . Number 4.1 Form of Warrant issued to Purchasers 4.2 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement, dated as of June 10, 2024, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused th…

Entry into a Material Definitive Agreement. Registered Direct Offering and Concurrent Private Placement On June 10, 2024, Greenwave Technology Solutions, Inc. (the “ Company ”) and certain institutional and accredited investors (the “ Purchasers ”) entered into a securities purchase agreement (the “ Purchase Agreement ”), pursuant to which the Company agreed to sell to such Purchasers an aggregate of 5,044,885 shares (the “ Shares ”) of common stock, par value $0.001 per share, of the Company…