WHITE KELLY MICHELLE 4

What Happened
Kelly Michelle White, a reported >10% owner of Rainmaker Worldwide, was granted a derivative equity award covering 3,330,332 shares on January 12, 2026. The award is reported at $0.00 per share (no cash paid at grant) and was issued under Rainmaker’s 2026 Equity Incentive Plan. The options vest in equal monthly installments over 24 months from the grant date and have a five-year contractual term. This filing reports an award/grant (not an open-market purchase or a sale).

Key Details

• Transaction date: 2026-01-12
• Transaction type/code: Award/Grant (Reported as derivative, Code A)
• Shares/options granted: 3,330,332 (reported at $0.00 per share)
• Vesting: equal monthly installments over 24 months from grant date
• Term: options expire after 5 years (contractual term)
• Shares owned after transaction: not specified in the provided filing excerpt
• Plan: granted pursuant to Rainmaker Worldwide Inc. 2026 Equity Incentive Plan
• Filing timeliness: Form 4 was filed late due to an administrative oversight (timeliness flag: L)

Context
These are option grants (derivative awards), meaning no new shares were sold or purchased on the open market at grant — the holder has the right to acquire shares in the future subject to vesting and exercise. As a >10% owner, White’s holdings are material and reported under insider rules; this grant aligns the owner with potential future equity upside but does not by itself indicate buying or selling activity. The late filing reduces real-time transparency but does not change the substance of the grant.