Rainmaker Worldwide insider acquires $164K note

The note was exchanged for $163,888.08 of accounts payable for previously rendered services, with principal convertible into approximately 6,069,929 common-share equivalents.

Rhea-AI Filing Summary

Rainmaker Worldwide Inc. (RAKR) reported that 2752128 Ontario Ltd. acquired a convertible promissory note indirectly held by Kelly Michelle White, a greater-than-10% owner at the transaction date, on December 31, 2025. The note was acquired in exchange for $163,888.08 of accounts payable for previously rendered services; no new cash was paid. It is convertible at the holder’s option at $0.027 per share before its December 31, 2026 maturity, subject to its terms. Its principal represents approximately 6,069,929 common-share equivalents; accrued interest is also convertible at the same price but is excluded from that count. The note bears 10% simple annual interest.

Insider Trade Summary

Other: 0 shares

Other 1 txn

Insider WHITE KELLY MICHELLE

Role Treasurer; PFO; PAO

Type	Security	Shares	Price	Value
Other	Convertible Promissory Note F2, F1, F3	--	$163,888.08	--

Holdings After Transaction: Convertible Promissory Note — 0 contracts (Indirect, through 2752128 Ontario Ltd.)

Footnotes (3)

1. F1. Principal divided by $0.027 equals 6,069,928.8889 share equivalents, shown as approximately 6,069,929 shares. Accrued interest is also convertible at the same price; no interest is included in the issuance-date principal share count.
2. F2. The note was acquired in exchange for $163,888.08 of accounts payable for previously rendered services; no new cash was paid. The aggregate non-cash debt consideration and acquired/ending face amounts are stated in US dollars. It bears 10% simple annual interest and is convertible at the holder's option before maturity on December 31, 2026, subject to its terms.
3. F3. This report discloses a previously omitted acquisition held indirectly through 2752128 Ontario Ltd. It reports acquisition of the note, not issuance of its underlying common shares.

Key Figures

Accounts payable exchanged: $163,888.08 Common-share equivalents: Approximately 6,069,929 shares Conversion price: $0.027 per share +3 more

6 metrics

Accounts payable exchanged $163,888.08 For previously rendered services in exchange for the note

Common-share equivalents Approximately 6,069,929 shares Represented by the note principal; not an issuance of common shares

Conversion price $0.027 per share Note conversion price

Interest rate 10% simple annual interest Interest on the note

Transaction date December 31, 2025 Date of the reported note acquisition

Maturity date December 31, 2026 Note maturity

Key Terms

Convertible Promissory Note, accounts payable, simple annual interest, share equivalents

4 terms

Convertible Promissory Note financial

"acquisition of the note, not issuance of its underlying common shares"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

accounts payable financial

"exchange for $163,888.08 of accounts payable"

Accounts payable are the short-term bills a company owes to suppliers or service providers for goods and services it has already received but not yet paid for — like a stack of IOUs from the business to its vendors. Investors watch accounts payable because rising or falling balances affect a company’s cash on hand and short-term financial health, signaling how well it can cover obligations, manage cash flow, and fund operations without borrowing.

simple annual interest financial

"bears 10% simple annual interest"

share equivalents financial

"6,069,928.8889 share equivalents"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Kelly Michelle White report for RAKR?

Kelly Michelle White reported the indirect acquisition, through 2752128 Ontario Ltd., of a convertible promissory note on December 31, 2025. It was acquired in exchange for $163,888.08 of accounts payable for previously rendered services, with no new cash paid.

How many RAKR shares can the note convert into?

The note’s principal represented approximately 6,069,929 common-share equivalents at a conversion price of $0.027 per share. Accrued interest is also convertible at the same price, but was excluded from the issuance-date principal share-equivalent count.

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

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Available on EDGAR 10/22/2026 - 01:53 PM EDT Accepted by SEC EDGAR 10/22/2026 - 01:52 PM EDT 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^*

WHITE KELLY MICHELLE

(Last) (First) (Middle)

2510 EAST SUNSET ROAD,

SUITE 5 #925,

(Street)

LAS VEGAS, NEVADA 89120

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Treasurer; PFO; PAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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

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 Note	$0.027	12/31/2025		J		$163,888.08		12/31/2025	12/31/2026	Common Stock	6,069,929(1)	$163,888.08(2)	$163,888.08	I	through 2752128 Ontario Ltd.(3)

Explanation of Responses:

1. Principal divided by $0.027 equals 6,069,928.8889 share equivalents, shown as approximately 6,069,929 shares. Accrued interest is also convertible at the same price; no interest is included in the issuance-date principal share count.

2. The note was acquired in exchange for $163,888.08 of accounts payable for previously rendered services; no new cash was paid. The aggregate non-cash debt consideration and acquired/ending face amounts are stated in US dollars. It bears 10% simple annual interest and is convertible at the holder's option before maturity on December 31, 2026, subject to its terms.

3. This report discloses a previously omitted acquisition held indirectly through 2752128 Ontario Ltd. It reports acquisition of the note, not issuance of its underlying common shares.

Remarks:

The relationship boxes reflect Ms. White's current director and financial-officer positions, effective September 21, 2026, and her continuing greater-than-10% ownership. At the transaction date she reported as a greater-than-10% owner; this report does not assert a historical Rule 16b-3 exemption.

	/s/ Kelly M. White	10/22/2026
	** 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)