3,330,332 options granted to Rainmaker (RAKR) CEO via entity

Rhea-AI Filing Summary

Rainmaker Worldwide Inc. CEO, director, and 10% owner Michael John O'Connor received a grant of stock options to acquire 3,330,332 shares of common stock at an exercise price of $0.0209 per share on January 12, 2026. These options are held indirectly, owned through Larchwood Management Partners Inc.

The options were granted under the Rainmaker Worldwide Inc. 2026 Equity Incentive Plan, vesting in equal monthly installments over twenty-four months from the grant date and carrying a five-year contractual term ending January 12, 2031. The reporting notes that this was filed late due to administrative oversight.

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

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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^*

O'CONNOR MICHAEL JOHN

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

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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

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
Stock Option (Right to Buy)	$0.0209	01/12/2026		A		3,330,332		01/12/2026	01/12/2031	Common Stock	3,330,332	$0.00	3,330,332	I	Owned through Larchwood Management Partners Inc.

Explanation of Responses:

Remarks:

The stock option was granted pursuant to the Rainmaker Worldwide Inc. 2026 Equity Incentive Plan. The option vests in equal monthly installments over a period of twenty-four (24) months from the grant date and has a contractual term of five (5) years. This Form 4 filed late due to administrative oversight.

	/s/ Michael John O'Connor	01/27/2026
	** 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).
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FAQ

What insider transaction did Rainmaker Worldwide Inc. (RAKR) report?

Rainmaker Worldwide Inc. reported that CEO, director, and 10% owner Michael John O'Connor received a grant of stock options covering 3,330,332 shares of common stock on January 12, 2026.

What are the key terms of Michael John O'Connor's stock option grant at RAKR?

The stock option has an exercise price of $0.0209 per share, covers 3,330,332 underlying shares of common stock, vests in equal monthly installments over 24 months from January 12, 2026, and has a five-year term expiring on January 12, 2031.

How does Michael John O'Connor hold his Rainmaker (RAKR) stock options?

The reported 3,330,332 stock options are held indirectly, described as "Owned through Larchwood Management Partners Inc." rather than directly in his own name.

Under what plan were the Rainmaker (RAKR) options granted to the CEO?

The stock option grant to Michael John O'Connor was made under the Rainmaker Worldwide Inc. 2026 Equity Incentive Plan.

When do the Rainmaker (RAKR) CEO stock options vest and expire?

The options vest in equal monthly installments over 24 months starting from the January 12, 2026 grant date and have a contractual term ending on January 12, 2031.

Was the Rainmaker Worldwide (RAKR) insider transaction reported on time?

The remarks state that the report was filed late due to administrative oversight.