RAIN (RAIN) director receives 80,000-share stock grant at $2.20 reference price

Rhea-AI Filing Summary

DICKERSON LYMAN B reported acquisition or exercise transactions in this Form 4 filing.

Rain Enhancement Technologies Holdco, Inc. director Lyman B. Dickerson received a grant of 80,000 shares of Class A Common Stock on June 5, 2026 as a compensation award. The shares were granted for no cash consideration, while the stock’s closing price that day was $2.20 per share. Following this grant, Dickerson directly holds 90,247 Class A Common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DICKERSON LYMAN B

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	80,000	$0.00	--

Holdings After Transaction: Class A Common Stock — 90,247 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 80,000 shares Closing price on grant date: $2.20 per share Shares after transaction: 90,247 shares +1 more

4 metrics

Shares granted 80,000 shares Class A Common Stock grant on June 5, 2026

Closing price on grant date $2.20 per share Market closing price on day of grant

Shares after transaction 90,247 shares Director’s direct holdings following grant

Grant consideration $0.00 cash Shares granted for no cash consideration

Key Terms

Class A Common Stock, Grant, award, or other acquisition, no cash consideration, closing price

4 terms

Class A Common Stock financial

"The shares of Class A Common stock were granted for no cash consideration."

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.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

no cash consideration financial

"were granted for no cash consideration. The closing price of the stock"

closing price financial

"The closing price of the stock on the day of the grant was $2.20."

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Form 4 Insider Transactions: What Each Field Means →

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^*

DICKERSON LYMAN B

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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)

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	06/05/2026		A		80,000	A	(1)	90,247	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 shares of Class A Common stock were granted for no cash consideration. The closing price of the stock on the day of the grant was $2.20.

	/s/ Lyman B. Dickerson	06/09/2026
	** 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)

FAQ

What insider transaction did RAIN director Lyman B. Dickerson report?

Lyman B. Dickerson reported receiving a grant of 80,000 RAIN Class A Common shares. The shares were awarded as compensation, not purchased in the market, and therefore involved no cash paid by the director for the acquisition.

At what price were the granted RAIN shares valued on the grant date?

The granted RAIN shares had a closing market price of $2.20 on the grant date. Although Dickerson paid no cash, this price indicates the market value reference for the 80,000-share compensation award on that specific trading day.

How many RAIN shares does Lyman B. Dickerson hold after this Form 4 grant?

After the grant, Dickerson directly holds 90,247 shares of RAIN Class A Common Stock. This total includes the newly granted 80,000 shares and represents his direct ownership position reported in this Form 4 filing.

Was cash paid for the 80,000 RAIN shares granted to the director?

No cash was paid for the 80,000 RAIN shares granted to the director. The filing states the Class A Common Stock was granted for no cash consideration, indicating this was a stock-based compensation award rather than a market purchase.

What does transaction code "A" mean in this RAIN Form 4 filing?

Transaction code "A" in this RAIN Form 4 indicates a grant, award, or other acquisition of shares. In this case, it reflects a compensation-related stock grant of 80,000 Class A Common shares to director Lyman B. Dickerson.