Greenwave Technology (NASDAQ: GWAV) implements 1-for-110 reverse stock split

Rhea-AI Filing Summary

Greenwave Technology Solutions, Inc. approved and implemented a reverse stock split of its common stock at a ratio of 1-for-110. The change was effected by a Certificate of Amendment to its charter on August 20, 2025 and became effective at 5:00 p.m. Eastern on August 22, 2025, with the stock beginning to trade on a split-adjusted basis on August 25, 2025.

The reverse split applies uniformly to all holders and is intended to keep each stockholder’s percentage ownership roughly the same, apart from minor adjustments due to the treatment of fractional shares, which will be rounded up to the next whole share. The number of authorized common shares and all authorized, issued and outstanding preferred shares remains unchanged. The company also assigned a new CUSIP number for its common stock following the split.

Insights

Equity structure analyst

Greenwave consolidates shares 1-for-110 without changing ownership percentages.

Greenwave Technology Solutions is implementing a 1-for-110 reverse stock split of its common stock, effective after market close on August 22, 2025, with trading on a split-adjusted basis starting August 25, 2025. A reverse split reduces the number of shares outstanding while increasing the per-share price mechanically, without adding new capital.

The company states that all stockholders are affected uniformly and that individual percentage ownership is intended to remain effectively the same, aside from rounding of fractional shares, which will be rounded up to the nearest whole share. The filing also makes clear that the number of authorized common shares, and all authorized, issued and outstanding preferred shares, are unchanged, so the action focuses on consolidating existing common shares rather than altering overall capital capacity.

A new CUSIP has been assigned for the post-split common stock, which is standard when share terms change. Future filings may provide more detail on how the changed share count interacts with any corporate objectives referenced in other company communications.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

August 20, 2025

Date of report (date of earliest event reported)

Greenwave Technology Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41452		46-2612944
(State or other jurisdictions of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

4016 Raintree Road, Suite 300

Chesapeake, VA 23321

(Address of principal executive offices) (Zip Code)

(800) 490-5020

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		GWAV		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 20, 2025, Greenwave Technology Solutions, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common stock, par value $0.001 per share (“Common Stock”), in the ratio of 1-for-110 (the “Reverse Stock Split”), which was effective at 5:00 p.m., eastern time, on August 22, 2025. The Common Stock will begin trading on a split-adjusted basis at the market open on Monday, August 25, 2025.

The Reverse Stock Split and the form of Certificate of Amendment were previously approved by the Company’s Board of Directors and the Company’s stockholders. The new CUSIP number for the Common Stock following the Reverse Stock Split is 57630J 502. No fractional shares will be issued as a result of the Reverse Stock Split. Instead, any fractional shares that would have resulted from the Reverse Stock Split will be rounded up to the next whole number. The Reverse Stock Split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s outstanding Common Stock, except for adjustments that may result from the treatment of fractional shares. The number of authorized shares of Common Stock of the Company and number of authorized, issued, and outstanding shares of the preferred stock of the Company were not changed.

The above description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01. Other Events

On August 20, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished herewith as Exhibit 99.1 to the Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to Second Amended and Restated Certificate of Incorporation filed August 20, 2025
99.1		Press Release dated August 20, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.
By:	/s/ Danny Meeks
Name:	Danny Meeks
Title:	Chief Executive Officer

Date: August 25, 2025

FAQ

What corporate action did Greenwave Technology Solutions (GWAV) announce in this 8-K?

Greenwave Technology Solutions announced a reverse stock split of its common stock at a 1-for-110 ratio, implemented through a Certificate of Amendment to its charter.

When does the Greenwave Technology Solutions (GWAV) reverse stock split take effect and when does split-adjusted trading begin?

The reverse split became effective at 5:00 p.m. Eastern on August 22, 2025, and the common stock begins trading on a split-adjusted basis on August 25, 2025.

How will the 1-for-110 reverse stock split affect Greenwave (GWAV) stockholders’ ownership percentages?

The company states the reverse split will affect all stockholders uniformly and is not intended to alter any stockholder’s percentage interest in the outstanding common stock, apart from small changes from rounding fractional shares.

How will Greenwave Technology Solutions (GWAV) handle fractional shares from the reverse stock split?

No fractional shares will be issued. Any fractional share that would result from the 1-for-110 reverse split will be rounded up to the next whole share.

Does the Greenwave (GWAV) reverse stock split change the number of authorized common or preferred shares?

The filing states that the number of authorized common shares and the number of authorized, issued and outstanding preferred shares of Greenwave Technology Solutions are not changed by the reverse stock split.

Did Greenwave Technology Solutions (GWAV) obtain approvals for the reverse stock split?

Yes. The company notes that the reverse stock split and the form of the Certificate of Amendment were previously approved by its Board of Directors and stockholders.

Was any additional disclosure made about the Greenwave (GWAV) reverse stock split?

Greenwave states that a press release announcing the reverse stock split was issued on August 20, 2025 and is included as Exhibit 99.1 to this report.