Notes Payable – Related Parties

3 Months Ended

Mar. 31, 2026

Debt Disclosure [Abstract]

Notes Payable – Related Parties

Note 4 – Notes Payable – Related Parties

The Company executed a loan agreement for up to $5,000,000 in advances with a Company owned by a stockholder, the Company’s Executive Vice President – Sales and a member of the Board of Directors. He is the brother of the Company’s Chief Financial Officer.

Mr. Robert K. Jones and his late wife and Mabert have loaned a total of $2,057,341 to the Company and four other shareholders have loaned a balance of $748,433, pursuant to the Loan Agreement, through the period ended March 31, 2026. These loans are secured by the assets of our Company. A financing statement and UCC-1 have been filed according to Texas statutes. Should a default under the Loan Agreement occur, there could be a foreclosure or a bankruptcy proceeding filed by Mabert on behalf of the lenders that are parties to the Loan Agreement. A foreclosure sale or distribution through bankruptcy could only result in the creditors receiving a pro-rata payment based on the terms of the Loan Agreement. Mabert did not nor will it receive cash compensation for its efforts.

The notes bear interest ranging from 10% - 18%. These notes are in default at March 31, 2026.

Typically, with each of these notes, the Company has issued shares of common stock, which have been recognized as a debt discount and amortized over the life of the note.

From January 1, 2026 – March 31, 2026, the Company did not issue notes under this loan structure and therefore, did not issue shares in connection with such note structure.

Notes payable – related parties consist of loans from various members of management and the Board of Directors, typically for use as working capital. Related terms were as follows:

	Notes Payable
Terms	Related Parties
Issuance date of notes		Various
Maturity date		1 year
Interest rate		10% - 18%
Collateral		All assets
Balance - December 31, 2025		2,805,774
No activity in the first quarter of 2025		-
Balance - March 31, 2026	$	2,805,774

As of March 31, 2026 and December 31, 2025, total accrued interest for Notes Payable-Related Parties was $2,799,232 and $2,677,058, respectively, and is presented as part of Accounts payable and accrued expenses – related parties. The Company recorded interest expense from Notes Payable-Related Parties for fiscal years ending March 31, 2026 and 2025, of $122,174 and $122,106, respectively.

GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

(UNAUDITED)