Ross James Samuel 4

What Happened

• Ross James Samuel, a director of Rainmaker Worldwide Inc. (RAKR), converted outstanding principal and accrued interest under two convertible promissory notes into 1,249,178 shares of common stock on 2026-01-26 at a conversion price of $0.03 per share, resulting in an aggregate value of about $43,346. No cash was paid for the conversion. The filing also reports a de minimis disposition of 1 share (derivative) at $0.00.
• This was a conversion of debt (a derivative-to-equity transaction), which is effectively an acquisition of shares rather than an open-market purchase.

Key Details

• Transaction date: 2026-01-26; Form 4 filed: 2026-01-27 (timely — filed next business day).
• Price: $0.03 per share; Shares acquired: 1,249,178; Reported value: ~$43,346.
• Filing notes a separate convertible promissory note issued on 2025-12-31 was not converted in this transaction.
• Reporting note: Samuel is the sole director and controls Sage Stone (Canada) Inc., and may be deemed to beneficially own securities held by that entity. The Form 4 does not disclose total shares owned by Samuel after this conversion.
• Transaction type: Conversion of convertible promissory notes into common stock (derivative conversion, code C).

Context

• Converting debt into equity reduces company debt and increases outstanding shares; conversions are common insider transactions and do not necessarily indicate buying/selling intent in the market.
• No 10b5‑1 plan, tax-withholding, or cash exercise was reported — this was a contractual conversion per the note terms.