Rainmaker Worldwide Inc.

Item 3.02 – Unregistered Sales of Equity Securities On January 26, 2026, Rainmaker Worldwide Inc. (the “Company”) issued 1,249,178 shares of its common stock upon the conversion of two outstanding convertible promissory notes previously issued by the Company. The two notes had an aggregate principal balance of $36,000 (comprised of two notes in the principal amount of $18,000 each), plus $7,378 of accrued and unpaid interest (comprised of $3,689 per note), for total converted indebtedness of $43,378. The notes were converted at a fixed conversion price of $0.034725 per share, in accordance with their respective terms. Following the issuance, the Company has 85,048,906 shares of common stock outstanding. The shares were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the securities were exchanged by the Company with existing security holders exclusively and no commission or other remuneration was paid for soliciting the exchange.