GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES 10-K

Item 3. Legal Proceedings. On September 7, 2021, the Company was served with a demand for mediation and potential arbitration by Gregory Sanders (“Plaintiff”), a previous employee of the Company. The demand claims Mr. Sanders had an employment agreement with the Company entitling him to certain compensation payments under the contract. No conclusion was met during mediation which occurred in the fourth quarter of 2021. On October 25, 2023, there was a hearing on Plaintiff’s motion for summary judgement. Plaintiff asserted 3 motions, all of which were denied by the court, as ordered on November 1, 2023. Plaintiff withdrew his action against the Company on January 11, 2024 and the court so ordered on the same date. On November 8, 2023, the Company was served with a demand for payments under various agreements with the plaintiffs. The Plaintiffs are Ric Halden, Randy Moseley, Tunstall Canyon Group, LLC (“Tunstall Canyon”) and Chisos Equity Consultants, LLC (“Chisos”). Ric Halden and Randy Moseley were founders of the Company and served as officers and directors of the Company until 2017, when each of them resigned all positions with the Company. The Company believes that Tunstall Canyon and Chisos are majority-owned by Ric Halden. As of June 30, 2025, the Company had accrued liabilities in the amount of $1,672,074 to Ric Halden, Randy Moseley and Tunstall Canyon, which are all included in the liabilities reflected on the accompanying consolidated balance sheet. The court set an original trial date for November 25, 2024. The Plaintiffs and the Company petitioned the Court for a new trial date, which was granted and a new trial date was set for May 26, 2025. On March 28, 2025, Plaintiffs and the Company again petitioned the Court for a new trial date. The request was granted and the trial was reset set for September 15, 2025. Trial was subsequently reset to December 1, 2025. The Plaintiffs, Ric Halden, Randy Moseley, Tunstall Canyon and Chisos, filed a Traditional Motion for Partial Summary Judgement , or in the Alternative, Traditional Motion for Partial Summary Judgement as to Liability Only which was originally set to be set to be heard by the Court on March 26, 2025. Plaintiffs and the Company agreed to reset the hearing to at least 45 days after March 26, 2025. A new hearing date was set for July 9, 2025. The Plaintiffs, Ric Halden, Randy Moseley, Tunstall Canyon and Chisos, filed a Traditional Motion for Partial Summary Judgement, or in the Alternative, Traditional Motion for Partial Summary Judgement as to Liability Only which was originally set to be heard by the Court on March 26, 2025. Plaintiffs and the Company agreed to reset the hearing to at least 45 days after March 26, 2025. On April 29, 2025, Tunstall Canyon, LLC filed a second traditional motion for partial summary judgement. The hearing was set for July 19, 2025. The Company did not challenge the motion and on July 9, 2025, the court granted a summary judgement in the amount of $335,234 plus prejudgement interest at a rate of 18% per year from January 1, 2025, until the date of a Final Judgement in the case. The amount payable to Tunstall Canyon was fully recorded as a liability by the Company. On October 30, 2025, this dispute was fully resolved on the following terms: (1) Greenway to issue Ric Halden 2,000,000 shares of restricted stock in Greenway by November 6, 2025 (representing a value of $83,400 at a price of $.0417 per share); (2) Greenway to make a payment to Plaintiffs in the amount of $50,000 by February 27, 2026; (3) Greenway to pay $900,000 in twelve (12) monthly installments beginning on August 1, 2026. Greenway’s payment obligations will be secured by an Agreed Judgment in the amount of $1,250,000 that will held in trust by Plaintiff’s counsel and only filed with a court in the event of a non-cured default by Greenway. In exchange for these obligations, the lawsuit will be dismissed and Plaintiffs will execute a release of all claims against Greenway that could have been brought in the litigation. This includes the withdrawal of the summary judgement granted to Tunstall Canyon by the court on July 9, 2025 in the amount of $335,234 plus prejudgement interest at a rate of 18% per year from January 1, 2025. Further, Plaintiff, Randy Moseley, relinquished his claims against the Company. The Company reflected a liability to Randy Moseley in the amount of $714,663 as of September 30, 2025. On December 9, 2025, the court approved an AGREED ORDER OF DISMISSAL WITH PREJUDICE. The Company recognized a gain on legal settlement of $648,783. - 13 - PART II