Greenwave Technology Solutions Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ GREENWAVE TECHNOLOGY SOLUTIONS, INC. (Exact name of registrant as specified in its charter) (800) 490-5020(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:None Securities registered pursuant to Section 12(g) of the Act: Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☐No☒ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes☐No☒ The aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant was $11,335,593 as ofJune 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter. The number of shares of Registrant’s common stock outstanding was 829,631 as of June 12, 2026. TABLE OF CONTENTS PagePART I1Item 1.Business1Item 1A.Risk Factors5Item 1B.Unresolved Staff Comments18Item 1C.Cybersecurity18Item 2.Properties19Item 3.Legal Proceedings20Item 4.Mine Safety Disclosures20PART II20Item 5.Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of EquitySecurities20Item 6.Reserved21Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item 7A.Quantitative and Qualitative Disclosures About Market Risk28Item 8.Financial Statements and Supplementary Data28Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure28Item 9A.Controls and Procedures28Item 9B.Other Information29Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections29PART III30Item 10.Directors, Executive Officers and Corporate Governance30Item 11.Executive Compensation34Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters39Item 13.Certain Relationships and Related Transactions and Director Independence41Item 14.Principal Accountant Fees and Services43PART IV44Item 15.Exhibits and Financial Statement Schedules44I SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Statements in this Annual Report on Form 10-K (“Annual Report”) may be “forward-looking statements” within the meaning ofSection 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934,as amended (the “Exchange Act”). Forward-looking statements include, but are