Rain Enhancement Technologies (RAIN) CEO buys 110K shares, 602K-share award

Rhea-AI Filing Summary

Rain Enhancement Technologies Holdco, Inc. (ticker RAIN) disclosed that Chief Executive Officer and director Randy Seidl purchased 110,000 shares of Class A Common Stock on August 19, 2026 at a weighted average price of $0.9475 per share. Following this open-market purchase, he directly held 754,834 Class A shares. In addition, Mr. Seidl received a restricted stock award of 602,320 Class A shares, with 50% vesting on January 1, 2026 and 50% vesting on January 1, 2027, subject to continued employment or service through each vesting date.

Insider Trade Summary

Net Buyer: 110,000 shares

Net Buy 1 txn

Insider Seidl Randy

Role Chief Executive Officer

Bought 110,000 shs ($104K)

Type	Security	Shares	Price	Value
Purchase	Class A Common Stock F1, F2, F3	110,000	$0.9475	$104K

Holdings After Transaction: Class A Common Stock — 754,834 shares (Direct)

Footnotes (3)

1. F1. The price reported in Column 4 is a weighted average price.
2. F2. The reporting person undertakes to provide to Rain Enhancement Technologies Holdco, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.
3. F3. Mr. Seidl also received a restricted stock award for 602,320 shares of Class A Common Stock, of which 50% vested on January 1, 2026, and 50% shall vest on January 1, 2027, subject to continued employment or service through the vesting date.

Key Figures

Shares purchased: 110,000 shares of Class A Common Stock Weighted average purchase price: $0.9475 per share Shares held after transaction: 754,834 shares of Class A Common Stock +2 more

5 metrics

Shares purchased 110,000 shares of Class A Common Stock Open-market or private purchase on August 19, 2026

Weighted average purchase price $0.9475 per share Price for 110,000 Class A shares purchased by Randy Seidl

Shares held after transaction 754,834 shares of Class A Common Stock Direct holdings of Randy Seidl following the reported purchase

Restricted stock award 602,320 shares of Class A Common Stock Equity award to Randy Seidl subject to time-based vesting

Restricted stock vesting dates 50% on January 1, 2026; 50% on January 1, 2027 Vesting schedule for 602,320-share restricted stock award

Key Terms

Class A Common Stock, weighted average price, restricted stock award, vesting

4 terms

Class A Common Stock financial

"purchased 110,000 shares of Class A Common Stock on August 19, 2026"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted stock award financial

"Mr. Seidl also received a restricted stock award for 602,320 shares"

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

vesting financial

"50% vested on January 1, 2026, and 50% shall vest on January 1, 2027"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

What insider transaction did RAIN report for CEO Randy Seidl in this Form 4/A?

RAIN reported that CEO Randy Seidl purchased 110,000 shares of Class A Common Stock on August 19, 2026 at a weighted average price of $0.9475 per share in an open-market or private transaction.

How many RAIN shares does Randy Seidl hold after the reported transaction?

After the reported transaction, Randy Seidl directly held 754,834 shares of Rain Enhancement Technologies Holdco, Inc. Class A Common Stock, as stated in the filing’s post-transaction ownership column.

What was the purchase price for the RAIN shares acquired by Randy Seidl?

The filing states a weighted average price of $0.9475 per share for the 110,000 Class A Common Stock shares purchased by Randy Seidl, with the company undertaking to provide full price-break information upon request.

Did Randy Seidl receive any equity awards from RAIN in addition to the share purchase?

Yes. Randy Seidl also received a restricted stock award for 602,320 shares of Class A Common Stock. According to the filing, 50% vested on January 1, 2026 and 50% will vest on January 1, 2027, subject to continued employment or service.

Are Randy Seidl’s RAIN share transactions under a Rule 10b5-1 trading plan?

No. The document-level Rule 10b5-1 checkbox is marked false, indicating the reported transactions were not affirmed as being made under a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/21/2026 - 11:26 AM Accepted by SEC EDGAR 08/21/2026 - 11:26 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Seidl Randy

(Last) (First) (Middle)

C/O RAIN ENHANCEMENT

4851 TAMIAMI TRAIL N, SUITE 200

(Street)

NAPLES FLORIDA 34103

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Rain Enhancement Technologies Holdco, Inc. [ RAIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/20/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/19/2026		P		110,000	A	$0.9475(1)(2)	754,834(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price.

2. The reporting person undertakes to provide to Rain Enhancement Technologies Holdco, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

3. Mr. Seidl also received a restricted stock award for 602,320 shares of Class A Common Stock, of which 50% vested on January 1, 2026, and 50% shall vest on January 1, 2027, subject to continued employment or service through the vesting date.

	/s/ Randy Seidl	08/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)