Rainmaker (RAKR) director swaps promissory notes for shares

Rhea-AI Filing Summary

Rainmaker Worldwide Inc. director Ross James Samuel reported the conversion of convertible promissory notes into common stock held through an affiliated company. On January 26, 2026, Sage Stone (Canada) Inc., which he controls, received 1,249,178 shares of common stock at a conversion price of $0.0347 per share. The filing notes that these shares were issued upon converting outstanding principal and accrued interest under two identical convertible promissory notes, and that no cash consideration was paid for the shares.

Following the transaction, Sage Stone (Canada) Inc. indirectly holds 1,255,845 shares of Rainmaker common stock for the reporting person. The derivative table shows that the underlying convertible promissory notes were reduced to zero after the conversion. The report also states that Samuel, through Sage Stone (Canada) Inc., continues to hold a separate convertible promissory note dated December 31, 2025 that was not converted in this transaction.

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

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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^*

Ross James Samuel

(Last) (First) (Middle)

2510 EAST SUNSET ROAD,

SUITE 5 #925,

(Street)

LAS VEGAS, NV 89120

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rainmaker Worldwide Inc. [ RAKR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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

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

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

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
COMMON STOCK	01/26/2026		C		1,249,178	A	$0.0347	1,255,845	I	Owned in Sage Stone (Canada) Inc.

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
CONVERTIBLE PROMISSORY NOTES	$0.0347	01/26/2026		C			1	01/08/2024	01/26/2026	COMMON STOCK	1,249,178	$0.00	0	I	By Sage Stone (Canada) Inc.

Explanation of Responses:

Remarks:

The reporting person is the sole director and controls Sage Stone (Canada) Inc. and may be deemed to beneficially own the securities held by such entity. The shares were issued upon conversion of outstanding principal and accrued interest under two identical convertible promissory notes. No cash consideration was paid. The conversion price was determined pursuant to the terms of the notes. This Form 4 reports only the conversion of the convertible promissory notes referenced herein. The reporting person continues to hold a separate convertible promissory note issued on December 31, 2025, which was not converted in this transaction.

	/s/ James Ross	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Rainmaker Worldwide (RAKR) disclose in this Form 4?

The filing shows that a company controlled by director Ross James Samuel, Sage Stone (Canada) Inc., converted convertible promissory notes into 1,249,178 shares of Rainmaker common stock on January 26, 2026.

At what price were the Rainmaker (RAKR) notes converted into common stock?

The notes were converted into common stock at a conversion price of $0.0347 per share, as specified in the terms of the convertible promissory notes.

How many Rainmaker (RAKR) shares does the affiliated entity hold after the conversion?

After the reported transaction, Sage Stone (Canada) Inc., which is controlled by the reporting person, indirectly holds 1,255,845 shares of Rainmaker common stock for him.

Was any cash paid in connection with the Rainmaker (RAKR) note conversion?

No. The remarks state that the shares were issued upon conversion of outstanding principal and accrued interest under two convertible promissory notes and that no cash consideration was paid.

Who actually holds the Rainmaker (RAKR) shares from this Form 4 transaction?

The shares are held by Sage Stone (Canada) Inc. The filing explains that the reporting person is the sole director and controls Sage Stone (Canada) Inc. and may be deemed to beneficially own the securities held by this entity.

Does the Rainmaker (RAKR) director still hold any convertible notes after this transaction?

Yes. The remarks clarify that the reporting person continues to hold a separate convertible promissory note issued on December 31, 2025, which was not converted in this transaction.