You Harry L. 4

What Happened
Harry L. You (reported as a 10% owner) acquired 1,612,903 shares of Rain Enhancement Technologies Holdco, Inc. (RAIN) on 2026-06-05 via an award/acquisition. The shares were issued in exchange for the conversion of $4,000,000 of indebtedness owed by the company to RHY Management, LLC. No per-share trade price was reported on the Form 4; the conversion implies an effective price of about $2.48 per share (4,000,000 / 1,612,903).

Key Details

• Transaction date: 2026-06-05; Form 4 filed 2026-06-09 (timely — within two business days).
• Transaction type/code: A (Grant, award or other acquisition).
• Shares acquired: 1,612,903; reported price: N/A; consideration: $4,000,000 indebtedness converted.
• Shares owned after transaction: not specified in the filing.
• Footnotes of note:
  • RHY Management, LLC exchanged $4,000,000 of company debt for the 1,612,903 shares (debt-for-equity conversion).
  • Mr. You is the sole member of RHY and may be deemed to have a pecuniary interest in RHY’s securities; he disclaims beneficial ownership except to the extent of that interest.
  • Some shares are held by related entities/trusts (RHY 2021 Irrevocable Trust and Berto LLC); Mr. You has roles/relationships with those entities and similarly disclaims beneficial ownership except to the extent of pecuniary interest.

Context
This was not an open-market purchase or sale but a creditor-to-shareholder conversion — it increases Mr. You’s equity stake while reducing company debt. As a reported 10% owner and the sole member of RHY, these holdings reflect related-party and institutional-level ownership rather than typical insider trading by an executive. The filing provides factual disclosure but does not indicate the insider’s motive.