{"url_path":"/sec/gwav/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1589149/0001493152-26-028562-index.html","accession_number":"0001493152-26-028562","cik":"0001589149","ticker":"GWAV","issuer_name":"Greenwave Technology Solutions, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1589149/0001493152-26-028562-index.html","primary_entity_key":"0001589149","primary_entity_name":"Greenwave Technology Solutions, Inc."},"word_count":1664,"has_tables":true,"body_markdown":"**ITEM\n13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.**\n\n \n\nExcept\nfor the below, from January 1, 2024 through the date of this annual report, we have not been a party to any transaction or proposed transaction\nin which the amount involved in the transaction exceeds the lesser of  $120,000 or 1% of the average of our total assets at year-end\nfor the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners\nof more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct\nor indirect material interest, other than equity and other compensation which are described elsewhere in this annual report.\n\n \n\n**Agreements\nwith Danny Meeks and Affiliates of Danny Meeks**\n\n \n\n*Leases\nfor Properties Underlying Scrap Yards*\n\n \n\nOn January 24, 2022, the Company entered\ninto a lease agreement for the Company’s Chesapeake location with an entity controlled by the Company’s Chief Executive Officer.\nUnder the terms of the leases, the Company is required to pay $3,668 for the first twelve months of the lease and increasing by approximately\n3% every 12 months thereafter until the expiration of the lease. The lease is for a period of five years from the Commencement Date and\nthe Company was required to make a security deposit of $3,668. The Company does not have an option to extend the lease. The Company cannot\nsublease any of the office space under the lease agreement.\n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, the Company leased 12 scrap yard facilities and equipment from an entity controlled by the\nCompany’s Chief Executive Officer, including the lease for the Chesapeake location described above for $38,620 and $1,502,830,\nrespectively. As of December 31, 2025 and December 31, 2024, the Company owed $0 and $2,070,402, respectively, in accrued rent\nand reimbursements to an entity controlled by the Company’s Chief Executive Officer.\n\n \n\n*Sale\nof Shredders and Downstream System to the Company*\n\n \n\nOn\nJuly 31, 2023, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer\nin the principal amount of $17,218,350. The note was for the purchase of certain equipment from an entity controlled by the Company’s\nChief Executive Officer and is secured by such equipment. There were non-cash proceeds of $17,218,350 used to purchase equipment. The\nnote is junior to the senior secured debt entered into by the Company on the same date. The note matures on July 31, 2043 and accrues\ninterest at 7% per annum. The note requires interest-only payments until the senior secured debt is fully satisfied. The Company made\npayments of $0 and $0 towards\nthe principal and interest, respectively, during the years ended December 31, 2025 and 2024, respectively. On March 29, 2024, the holder\nof the note exchanged $10,000,000 in principal for 1,000 shares of Series D Preferred Stock (see *Note [14] – Stockholders’\nEquity*). On April 21, 2024, the holder of the note exchanged $7,218,350 in principal for 412,360 shares of common stock (see *Note\n[14] – Stockholders’ Equity*). As of December 31, 2025 and 2024, the note had a balance of $0 and $0, respectively.\n\n \n\nOn\nMay 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares of\nthe Company’s Series D issued by the Company to DWM, for 1,333,333 shares of the Company’s common stock. As a result of the\ntransaction, the Series D stock was extinguished. The resulting gain on the transaction of $1,224,400 for the difference between the\nfair value of the common stock and the carrying value of the Series D was recorded as a contribution of capital as the transaction was\nbetween related parties.\n\n \n\n*Sale\nof Equipment to the Company*\n\n \n\nOn\nJune 5, 2024, the Company entered into a Bill of Sale with DWM Properties LLC, an entity wholly-owned by Danny Meeks, the Company’s\nChief Executive Officer, pursuant to which the Company agreed to purchase certain vehicles held by DWM in exchange for $3,582,181. The\nequipment included 27 trucks which enabled the Company to rapidly expand its fleet of trucks offering hauling services to clients, as\nwell as transporting its scrap metal products to customers. The Company has recorded the equipment on its financial statements at its\ncost basis.\n\n \n\n41\n\n \n\n \n\n*Sale\nof Properties Underlying Scrap Yards to the Company*\n\n \n\nOn\nDecember 2, 2024, the Company entered into a Contract of Sale (the “Contract of Sale”) with DWM Properties LLC (“DWM”),\nKPAJ, LLC and Oceana Salvage Properties, L.L.C. (collectively, the “Sellers”), in each case, an entity affiliated with Danny\nMeeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase the Premises (as defined in the\nContract of Sale) held by the Sellers for an aggregate purchase price of $15,000,000, to be allocated among the seven parcels comprising\nthe Premises and the Licenses and Permits (as defined in the Contract of Sale), as more fully described in the Contract of Sale. The\ntransaction closed on December 2, 2024.\n\n \n\nThe\npurchase price was payable by (i) the issuance of an aggregate of 450,000 shares of Series A-1 Preferred Stock of the Company, par value\n$0.001 per share (the “Preferred Stock”), to the Sellers at an aggregate valuation of $3,300,084 and (ii) the issuance of\na promissory note payable to DWM (the “DWM Note”) in the aggregate principal amount of $11,699,916. The DWM Note bears interest\nat a rate of 10% per annum, and is payable in equal installments of $2,983,309 on each of December 31, 2024, January 31, 2025, February\n28, 2025 and March 31, 2025 (each, a “Payment Date”); provided, that if payment on a Payment Date would cause the Company’s\ncash balance to be less than $3,000,000, then such Payment Date and each subsequent Payment Date shall be extended by 30 days. The Company\nshall make all payments owed under the DWM Note within 12 months from the date of issuance. In addition, if the Company exercises a 30-day\nextension of any payment, the Company is required to furnish to DWM such financial information and data as DWM may reasonably request\nto confirm the Company’s cash balance. The Company made payments of $2,300,000 and $4,008,057\ntowards the principal, during the years ended December 31, 2025 and December 31, 2024, respectively. As of December 31, 2025 and 2024,\nthe note had a principal balance and accrued interest of $5,391,859 and $7,691,859, respectively.\n\n \n\n*Related-Party\nHauling, Mechanic, Equipment Rental, and Miscellaneous Services*\n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, the Company provided $392,644 and $850,737, respectively, in hauling services to an entity\ncontrolled by the Company’s Chief Executive Officer.\n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $816,993\nand $1,396,330, respectively, for hauling services rendered to the Company.\n\n \n\nDuring\nthe years ended December 31, 2025 and December 31, 2024, the Company paid entities controlled by the Company’s Chief Executive\nOfficer $0 and $147,401, respectively, for scrap metal provided to the Company.\n\n \n\nDuring\nthe years ended December 31, 2025 and December 31, 2024, the Company paid an entity controlled by the Company’s Chief Executive\nOfficer $0 and $847,326, respectively, for mechanic and repair services provided to the Company.\n\n \n\nDuring\nthe years ended December 31, 2025 and December 31, 2024, the Company paid an entity controlled by the Company’s Chief Executive\nOfficer $0 and $506,358, respectively, for equipment rentals provided to the Company.\n\n \n\nDuring\nthe years ended December 31, 2025 and December 31, 2024, the Company paid an entity controlled by the Company’s Chief Executive\nOfficer $1,219,207 and $29,635, respectively, for materials sold to the Company.\n\n \n\n42\n\n \n\n \n\n*Scope\nof Work Agreement*\n\n* *\n\nMs.\nPullano’s appointment as Chief Financial Officer was in connection with the Company’s entry into the scope of work agreement\n(the “CFO Agreement”) with MACK Financial Solutions, LLC (“MACK”), dated January 2, 2026, pursuant to which MACK\nagreed to provide professional services to the Company, including oversight of all bookkeeping, financial reporting and SEC reporting\nduties of the Company (collectively, the “MACK Services”) and Ms. Pullano serving as the part-time Chief Financial Officer\nof the Company, subject to her appointment by the Board. Ms. Pullano is the co-founder and CEO of MACK. As CFO, Ms. Pullano provides\nstrategic financial oversight and executive-level support to the Company, including review and certification of SEC filings, financial\nreporting coordination with auditors, legal counsel, and other outsourced accounting professionals, and other responsibilities customarily\nperformed by a CFO of a public company (collectively, the “CFO Services” and together with the MACK Services, the “Services”).\nIn consideration of the Services to be performed, the Company pays MACK $7,500 per month for the CFO Services and an aggregate of $12,500\nper month for the MACK Services. Additionally, Ms. Pullano is entitled to the same indemnification, advancement of expenses, and other\nprotections afforded to similarly situated officers of the Company under its organizational documents and applicable law. For the years\nended December 31, 2024 and December 31, 2025, the Company paid MACK $0 and $0.\n\n** **\n\n**Related\nParty Transaction Policy**\n\n \n\nOur\nAudit Committee Charter provides that our Audit Committee will be responsible for reviewing and approving in advance any related party\ntransaction. Transactions requiring such pre-approval will include, with certain exceptions set forth in Item 404 of Regulation S-K,\nany transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or\nare to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material\ninterest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related\nperson has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.\n\n \n\nThe\nAudit Committee has reviewed and approved the transactions described in “Agreements with Danny Meeks and Affiliates of Danny Meeks”\nabove."}