RANI director purchases 2,083,334 shares, adds 2,083,334 warrants

Rhea-AI Filing Summary

Rani Therapeutics (RANI) reported insider activity: Director and 10% owner Mir A. Imran purchased 2,083,334 shares of Class A common stock at $0.605 on 10/23/2025 in a PIPE offering. He also acquired warrants to purchase 2,083,334 Class A shares with a $0.48 exercise price, which are exercisable upon stockholder approval and carry a five-year term from the date of such approval.

Following the transactions, he beneficially owns 2,083,334 Class A shares directly. Indirect holdings are reported as 74,139 Class A shares and 22,660,053 Class B shares through affiliated entities, subject to stated pecuniary interest disclaimers.

Insights

Securities and capital markets analyst

Neutral: Insider bought shares in a PIPE and received conditional warrants.

The filing shows Mir A. Imran bought $0.605 per share for 2,083,334 Class A shares on 10/23/2025 and acquired warrants for 2,083,334 Class A shares with a $0.48 exercise price. The warrants are exercisable upon stockholder approval and run five years from that approval date.

This indicates insider participation in a PIPE, with additional potential share issuance tied to the warrants if approval is obtained. Actual impact depends on the approval outcome and any subsequent exercises.

Key details to note are the purchase and exercise prices, the 10/23/2025 transaction date, and the approval condition governing exercisability; timing beyond these disclosures is not provided here.

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^*

IMRAN MIR A

(Last) (First) (Middle)

C/O RANI THERAPEUTICS LLC

2051 RINGWOOD AVE.

(Street)

SAN JOSE CA 95131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rani Therapeutics Holdings, Inc. [ RANI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2025

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
Class A Common Stock	10/23/2025		P		2,083,334(1)	A	$0.605	2,083,334	D
Class A Common Stock								74,139	I	See footnote(2)
Class B Common Stock								22,660,053	I	See Footnote(3)

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
Warrant to Purchase Class A Common Stock	$0.48	10/23/2025		P		2,083,334		(4)	(4)	Class A Common Stock	2,083,334	$0	2,083,334	D

Explanation of Responses:

1. The Reporting Person purchased these shares in a PIPE offering conducted by the Issuer.

2. The Reporting Person is a General Partner of InCube Ventures II, L.P. and Rani Investment Corp. InCube Labs, L.L.C. is wholly-owned by the Reporting Person and his family. Represents 52,781 shares of Class A Common Stock of the Issuer held by InCube Ventures II, L.P., 13,664 shares of Class A Common Stock of the Issuer held by InCube Labs, L.L.C., and 7,694 Class A Shares held by Rani Investment Corp. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. The Reporting Person is a General Partner of InCube Ventures II, L.P., and InCube Labs, LLC is wholly-owned by the Reporting Person and his family. Represents 22,411,124 Class B Shares held by InCube Labs, LLC and 248,929 Class B Shares held by InCube Ventures II, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. The warrants shall be exercisable upon stockholder approval and have a term of exercise equal to five years from the date of such stockholder approval.

	/s/ Svai Sanford, Attorney-in-Fact for Mir A Imran	10/27/2025
	** 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.