Private Placement, Amendments to Bylaws (Form 8-K)

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, 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.

Certificate of Designations

On September 9, 2026, in connection with the closing of Greenwave Technology Solutions, Inc.'s (the "Company") previously announced private placement (the "Private Placement") of its Series B Convertible Preferred Stock, par value $0.001 per share and a stated value of $1,000 per share (the "Series B Preferred Stock"), pursuant to the Preferred Stock Purchase Agreement, dated September 7, 2026 (the "Purchase Agreement"), by and among the Company and five institutional investors (each an "Investor", and together the "Investors"), the Company filed a Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Greenwave Technology Solutions, Inc. (the "Certificate of Designations") to its Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of the State of Delaware. The Certificate of Designations provides for and authorizes the issuance of 3,750 shares of Series B Preferred Stock, which are convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock," and such shares issuable upon conversion of the Series B Preferred Stock, the "Conversion Shares").

Series B Convertible Preferred Stock

The terms of the Series B Preferred Stock are as set forth in the Certificate of Designations attached hereto as Exhibit 3.1 to this Current Report on Form 8-K (this "Current Report"), which the Company filed with the Secretary of State of the State of Delaware on September 9, 2026.

The Series B Preferred Stock are convertible into the Conversion Shares at the election of the holders of the Series B Preferred Stock (each a "Holder", and collectively the "Holders") at any time after September 9, 2026 at an initial conversion price of $5.24 per share (the "Conversion Price"). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like. A Holder may not convert any portion of the Series B Preferred Stock to the extent that the Holder, together with its affiliates, would beneficially own more than 4.99% of the Company's outstanding shares of Common Stock immediately after giving effect to a conversion. Pursuant to the Certificate of Designation, as determined by the board of directors of the Company (the "Board"), the Holders can receive dividends on the Series B Preferred Stock. No other dividends may be paid on shares of the Series B Preferred Stock. Except as otherwise set forth in the Certificate of Designations or as required by law, the Holders will have no voting rights and will not be entitled to call a meeting of such Holders for any purpose.