Material Agreement, Private Placement (Form 8-K)

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 affiliates totalling $2,608,141, the Company issued an aggregate of 2,152,853 shares (the "Exchange Shares") of the Company's common stock, par value $0.001 per share, to DWM.

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained above in Item 1.01 related to the Agreement and the issuance of the Exchange Shares is hereby incorporated by reference into this Item 3.02. 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 shares contain a legend stating the same.