Rainmaker (RAKR) CEO gifts 4.3M shares, retains 10.6M stake

Rhea-AI Filing Summary

Rainmaker Worldwide Inc. CEO, director and 10% owner Michael John O'Connor reported a change in his holdings of common stock. On 01/12/2026, he made a transaction coded “G,” which the filing describes as a bona fide gift with no consideration, involving 4,300,000 shares of common stock at a reported price of $0 per share. Following this gift, he directly beneficially owned 10,607,102 shares of Rainmaker Worldwide common stock.

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^*

O'CONNOR MICHAEL JOHN

(Last) (First) (Middle)

2510 EAST SUSNSET 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
COMMON STOCK	01/12/2026		G		4,300,000	D	$0	10,607,102	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:

Remarks:

This transaction represents a bona fide gift with no consideration.

	/s/ Michael John O'Connor	01/22/2026
	** 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.

FAQ

What insider transaction did Rainmaker Worldwide (RAKR) report?

The filing reports that CEO, director and 10% owner Michael John O'Connor made a transaction coded “G,” which is identified in the remarks as a bona fide gift with no consideration involving Rainmaker Worldwide common stock.

How many Rainmaker Worldwide (RAKR) shares were gifted in this Form 4?

Michael John O'Connor reported a bona fide gift of 4,300,000 shares of Rainmaker Worldwide common stock in the transaction dated 01/12/2026.

What was the reported price for the Rainmaker Worldwide (RAKR) share gift?

The 4,300,000 Rainmaker Worldwide common shares were reported at a transaction price of $0 per share, consistent with the filing’s description of a bona fide gift with no consideration.

How many Rainmaker Worldwide (RAKR) shares does Michael John O'Connor own after the gift?

After the reported gift transaction, Michael John O'Connor beneficially owned 10,607,102 shares of Rainmaker Worldwide common stock in direct ownership.

What roles does Michael John O'Connor hold at Rainmaker Worldwide (RAKR)?

According to the filing, Michael John O'Connor is a director, a 10% owner, and an officer of Rainmaker Worldwide Inc., serving as CEO.

Was this Rainmaker Worldwide (RAKR) insider transaction part of a derivative security?

No derivative securities are listed in Table II of the filing. The reported transaction involves non-derivative common stock only.