Financial Analysis

NOTE 11 COMMITMENTS AND CONTINGENCES From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. On October 25, 2024, Arena Special Opportunities Fund, LP and other related entities (Arena) filed a lawsuit in New York State Court (the Action). The complaint for the lawsuit alleges, among other things, a purported breach of contract based on an alleged equity conditions failure. The Company believes that the Action lacks merit. In the event this Action is not summarily dismissed, the Company intends to vigorously defend against it. As previously reported 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 Capital Market (the Minimum Bid Price Requirement), as the closing bid price of the Companys common stock had been below $ 1.00 per share for 30 consecutive business days. The …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 13 CONVERTIBLE NOTES PAYABLE On July 3, 2023, the Company closed a bridge financing in the principal amount of $ 1,031,250 for a purchase price of $ 825,000 with certain accredited investors. The bridge notes matured on July 31, 2023 and were personally guaranteed by the Companys Chief Executive Officer. The bridge notes were exchanged into the senior secured offering which closed on July 31, 2023 and are retired. On July 31, 2023, the Company entered into a Purchase Agreement with certain institutional investors as purchasers whereby, the Company sold, and the investors purchased, approximately $ 15,000,000 , which consisted of approximately $ 13,188,750 in cash and $ 1,031,250 of existing debt of the Company which was exchanged for the notes and warrants issued in this offering in principal amount of senior secured convertible notes and warrants and $ 500,000 in notes issued as commission. The transaction closed on August 1, 2023. The Senior Notes were issued with an original issue discount of 16.67 %, do not bear interest, unless in the event of an event of default, in which case the notes bear interest at the rate of 18 % per annum until such default has been cured, and mature after 24 months, on July 31, 2025 . The aggregate principal amount of the notes is $ 18,000,000 . The Company will pay to the Investors an aggregate of $ 1,000,000 per month beginning on the last business day of the sixth (6th) full calendar month following the issuance thereof. The Senior Note …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 17 STOCK OPTIONS Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the 2014 Plan), our 2015 Equity Incentive Plan in December 2015 (the 2015 Plan), our 2016 Equity Incentive Plan in October 2016 (2016 Plan), our 2017 Equity Incentive Plan in December 2016 (2017 Plan), our 2018 Equity Incentive Plan in June 2018 (the 2018 Plan), our 2021 Equity Incentive Plan in September 2021 (2021 Plan), our 2022 Equity Incentive Plan in November 2022, our 2023 Equity Incentive Plan in October 2023 (2023 Plan), and our 2024 Equity Incentive Plan in May 2024 (2024 Plan, and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan, 2021 Plan, 2022 Plan, and 2023 Plan, the Plans). The Plans are identical, except for the number of shares reserved for issuance under each. In July 2024, shareholders amended our 2024 Plan to increase the number of shares reserved for issuance thereunder by 27,091 to a total of 27,273 shares. As of December 31, 2025, the Company had granted an aggregate of 13,970 securities under the Plans since inception, with 13,388 shares available for future issuances. The Plans provide for the grant of incentive stock options to our employees and our subsidiaries employees, and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Prior Plans also provide that the grant of performance …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

NOTE 18 INCOME TAXES The Tax Cuts and Jobs Acts (the Act) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income tax rate from 35 % to 21 %. ASC 740, Income Taxes, requires that effects of changes in tax rates to be recognized in the period enacted. Recognizing the late enactment of the Act and complexity of accurately accounting for its impact, the Securities and Exchange Commission in Staff Accounting Bulletin 118 provides guidance that allows registrants to provide a reasonable estimate of the Act in their financial statements and adjust the reported impact in a measurement period not to exceed one year. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about the effective tax rate reconciliation (presented in both dollars and percentages using prescribed categories) and additional information regarding income taxes paid and the components of income tax expense by jurisdiction. The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis. The Company operates solely within the United States; accordingly, all pre-tax loss from continuing operations is domestic, there are no foreign tax effects, and income taxes are levied in the U.S. federal jurisdiction and the Commonwealth of Virginia, which comprises the entirety of the state and local income tax category. At December 31, 2025, the Company has available for income tax purposes of appro …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 12 LEASES Property Leases (Operating Leases) The Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2028. The Company determines if an arrangement is a lease at inception and whether it is a finance or operating leases. Right of Use (ROU) assets represent the Companys right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease term is determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying asset, together with any options to extend that the Company is reasonably certain to exercise. On January 24, 2022, the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of tenant improvements which was expected to be on April 1, 2022 but shall be no later than May 1, 2022 (Commencement Date). Under the terms of the leas …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements Income Taxes In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. The Company adopted ASU 2023-09 for the annual period ending December 31, 2025. The adoption of this guidance did not have a material impact on the Companys consolidated financial statements but resulted in enhanced income tax disclosures. …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

NOTE 19 RELATED PARTY TRANSACTIONS Agreements with Danny Meeks and Affiliates of Danny Meeks Related-Party Hauling, Mechanic, Equipment Rental, and Miscellaneous Services During the years ended December 31, 2025 and 2024, the Company provided $ 392,644 and $ 850,737 , respectively, in hauling services to an entity controlled by the Companys Chief Executive Officer. During the years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Companys Chief Executive Officer $ 816,993 and $ 1,396,330 , respectively, for hauling services rendered to the Company. During the years ended December 31, 2025 and 2024, the Company paid entities controlled by the Companys Chief Executive Officer $ 0 and $ 147,401 , respectively, for scrap metal provided to the Company. During the years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Companys Chief Executive Officer $ 0 and $ 847,326 , respectively, for mechanic and repair services provided to the Company. During the years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Companys Chief Executive Officer $ 0 and $ 506,358 , respectively, for equipment rentals provided to the Company. During the years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Companys Chief Executive Officer $ 1,219,207 and $ 0 , respectively, for materials sold to the Company. During the years ended December 31, 2025 and 2024, the Company received $ 56,100 …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 20 SEGMENT REPORTING Greenwave is organized into three operating segments based on our differentiated products Scrap Metal Recycling, Hauling, and Other (primarily comprised of rental income). We have one reportable geographic segment: the United States of America as all of our scrap metal is sourced domestically. Our CODM, Danny Meeks, Chairman and CEO, evaluates performance on an operating segment basis, as well as a consolidated basis, based on revenues and operating cashflows. This measure is used by our CODM, management, investors, lenders and other external users of our financial statements to assess our operating performance and to compare operating performance to other companies in the metal recycling industry. Our CODM utilizes segment profit and loss in assessing segment performance and allocating resources. Operating expenses, including selling, general and administrative expenses, depreciation and amortization, and other operating costs, are managed centrally and are not allocated to individual operating segments. These expenses are not included in the information regularly provided to or reviewed by the CODM when evaluating segment performance or making resource allocation decisions. As such, consistent with the requirements of ASU 2023-07, we present operating expenses only in the Total column and do not disaggregate these expenses by segment. The following tables provide our results by segment: SCHEDULE OF SEGMENT REPORTING Recycling Hauling Other Total Ye …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the calculation of stock-based compensation, fair values relating to derivative liabilities, payroll tax liabilities with interest and penalties, deemed dividends, allowance for doubtful accounts, assumptions used in right-of-use and lease liability calculations, valuations and impairments of intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, extinguishment & modification of debt and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Fair Value of Financial Instruments The Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Subtopic 825-10, Fin …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NOTE 15 STOCKHOLDERS EQUITY Preferred Stock The Company is authorized to issue 10,000,000 shares of blank check preferred stock, par value $ 0.001 per share. Series D On March 29, 2024, the Company authorized the issuance of 1,000 shares of Series D Preferred Stock, par value $ 0.001 per share (the Series D). The Series D has a $ 10,000 stated value per share. The Series D is convertible into the Companys common stock at $ 3,366 per share, subject to adjustment as set forth therein, except the Preferred Stock is not convertible until such time as the currently outstanding senior secured indebtedness of the Company has been satisfied in full. In addition, the Company has the right to redeem the Series D in cash or shares of its Common Stock. On March 29, 2024, the Company entered into an exchange agreement with DWM Properties LLC (DWM), whereby the Company and DWM agreed to exchange $ 10,000,000 of that certain Secured Promissory Note, dated July 31, 2023, to be issued by the Company to the DWM for shares of the Companys newly created Series D. On May 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares of the Companys Series D issued by the Company to DWM, for 12,122 shares of the Companys common stock. As a result of the transaction, the Series D stock were extinguished. The resulting gain on the transaction of $ 1,224,400 for the difference between the fair value of the common stock and the carrying v …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 21 SUBSEQUENT EVENTS Appointment of Chelsea Pullano as Chief Financial Officer of the Company Effective as of February 5, 2026, the board of directors (Board) of the Company appointed Chelsea Pullano as Chief Financial Officer of the Company. In connection with Ms. Pullanos appointment, Danny Meeks resigned as the interim Chief Financial Officer of the Company. Ms. Pullanos appointment is in connection with the Companys entry into the scope of work agreement (the CFO Agreement) with MACK Financial Solutions, LLC (MACK), dated January 2, 2026, pursuant to which MACK agreed to provide professional services to the Company, including oversight of all bookkeeping, financial reporting and SEC reporting duties of the Company (collectively, the MACK Services) and Ms. Pullano serving as the part-time Chief Financial Officer of the Company, subject to her appointment by the Board. As CFO, Ms. Pullano will provide strategic financial oversight and executive-level support to the Company, including review and certification of SEC filings, financial reporting coordination with auditors, legal counsel, and other outsourced accounting professionals, and other responsibilities customarily performed by a CFO of a public company (collectively, the CFO Services and together with the MACK Services, the Services). In consideration of the Services to be performed, the Company will pay MACK $ 7,500 per month for the CFO Services and an aggregate of $ 12,500 per month for the MACK Services. Addi …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

NOTE 11 COMMITMENTS AND CONTINGENCIES From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. On October 25, 2024, Arena Special Opportunities Fund, LP and other related entities (Arena) filed a lawsuit in New York State Court (the Action). The complaint for the lawsuit alleges, among other things, a purported breach of contract based on an alleged equity conditions failure. The Company believes that the Action lacks merit. In the event this Action is not summarily dismissed, the Company intends to vigorously defend against it. As previously reported 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 Capital Market (the Minimum Bid Price Requirement), as the closing bid price of the Companys common stock had been below $ 1.00 per share for 30 consecutive business days. The …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 15 STOCK OPTIONS Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the 2014 Plan), our 2015 Equity Incentive Plan in December 2015 (the 2015 Plan), our 2016 Equity Incentive Plan in October 2016 (2016 Plan), our 2017 Equity Incentive Plan in December 2016 (2017 Plan), our 2018 Equity Incentive Plan in June 2018 (the 2018 Plan), our 2021 Equity Incentive Plan in September 2021 (2021 Plan), our 2022 Equity Incentive Plan in November 2022, our 2023 Equity Incentive Plan in October 2023 (2023 Plan), and our 2024 Equity Incentive Plan in May 2024 (2024 Plan, and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan, 2021 Plan, 2022 Plan, and 2023 Plan, the Plans). The Plans are identical, except for the number of shares reserved for issuance under each. In July 2024, shareholders amended our 2024 Plan to increase the number of shares reserved for issuance thereunder by 27,091 to a total of 27,273 shares. As of March 31, 2026, the Company had granted an aggregate of 13,969 securities under the Plans since inception, with 13,387 shares available for future issuances. The Plans provide for the grant of incentive stock options to our employees and our subsidiaries employees, and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Prior Plans also provide that the grant of performance sto …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

NOTE 12 LEASES Property Leases (Operating Leases) The Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2028. The Company determines if an arrangement is a lease at inception and whether it is a finance or operating leases. Right of Use (ROU) assets represent the Companys right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease term is determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying asset, together with any options to extend that the Company is reasonably certain to exercise. On January 24, 2022, the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of tenant improvements which was expected to be on April 1, 2022 but shall be no later than May 1, 2022 (Commencement Date). Under the terms of the leas …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements Income Taxes In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. The Company adopted ASU 2023-09 for the annual period ending December 31, 2025. The adoption of this guidance did not have a material impact on the Companys consolidated financial statements but resulted in enhanced income tax disclosures. Credit Losses Accounts Receivable and Contract Assets In July 2025, the FASB issued Accounting Standards Update No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). ASU 2025-05 prov …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

NOTE 16 RELATED PARTY TRANSACTIONS Agreements with Danny Meeks and Affiliates of Danny Meeks Related-Party Hauling, Mechanic, Equipment Rental, and Miscellaneous Services During the three months ended March 31, 2026 and 2025, the Company provided $ 189,270 and $ 206,584 in hauling services to an entity controlled by the Companys Chief Executive Officer, respectively. During the three months ended March 31, 2026 and 2025, the Company paid an entity controlled by the Companys Chief Executive Officer $ 233,953 and $ 223,174 for hauling services rendered to the Company, respectively. During the three months ended March 31, 2026 and 2025, the Company paid an entity controlled by the Companys Chief Executive Officer $ 314,814 and $ 0 for mechanic and repair services provided to the Company. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 17 SEGMENT REPORTING Greenwave is organized into three operating segments based on our differentiated products Scrap Metal Recycling, Hauling, and Other (primarily comprised of rental income). We have one reportable geographic segment: the United States of America as all of our scrap metal is sourced domestically. Our Chief Operating Decision Maker (CODM), Danny Meeks, Chairman and CEO, evaluates performance on both an operating segment basis and a consolidated basis, primarily using revenues, gross profit, and operating cash flows. These measures are used by the CODM, management, investors, lenders, and other external users of our financial statements to assess our operating performance and to compare results to other companies in the metal recycling industry. Our CODM utilizes segment profit and loss in assessing segment performance and in allocating resources among our operations. Operating expenses, including selling, general and administrative expenses, depreciation and amortization, and other operating costs, are managed centrally and are not allocated to individual operating segments. These expenses are not included in the information regularly provided to or reviewed by the CODM when evaluating segment performance or making resource allocation decisions. As such, consistent with the requirements of ASU 2023-07, we present operating expenses only in the Total column and do not disaggregate these expenses by segment. The following tables provide our results by segm …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the calculation of stock-based compensation, payroll tax liabilities with interest and penalties, allowance for doubtful accounts, assumptions used in right-of-use and lease liability calculations, valuations and impairments of intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Fair Value of Financial Instruments The Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Subtopic 825-10, Financial Instruments (ASC 825-10) requires disclosure of the fair value of certain financi …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NOTE 13 STOCKHOLDERS EQUITY Preferred Stock The Company is authorized to issue 10,000,000 shares of blank check preferred stock, par value $ 0.001 per share. Series D As of March 31, 2026, there were 0 shares of Series D issued and outstanding. Series A-1 As of March 31, 2026, there were 450,000 shares of Series A-1 Preferred Stock issued and outstanding. Common Stock The Company is authorized to issue 1,200,000,000 shares of common stock, par value $ 0.001 per share. During the year ended December 31, 2025, the Company issued 3,427 shares of common stock for services rendered. During the year ended December 31, 2025, the Company issued 328,451 shares of common stock pursuant to the cashless exercises of warrants. During the year ended December 31, 2025 the Company issued 260,403 shares of common stock and warrants pursuant to purchase agreements for total cash proceeds of approximately $ 11,041,070 , gross of offering costs, and $ 10,478,605 net of $ 562,465 in offering fees. During the year ended December 31, 2025, the Company issued 159 shares of common stock pursuant to rounding upon the effectuation of a reverse stock split. During the three months ended March 31, 2026, the Company issued no shares of common stock. As of March 31, 2026 and December 31, 2025 there were 829,631 and 829,631 shares of common stock issued and outstanding, respectively. Additional Paid in Capital During the year ended December 31, 2025, the Company credited additional paid-in capital approxima …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 18 SUBSEQUENT EVENTS The Company evaluated subsequent events through the date of the filing of this Form 10-Q, the date the accompanying condensed consolidated financial statements were available to be issued, and concluded that no events or transactions occurred during that period that require recognition or disclosure herein. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing