Rain Enhancement Technologies Holdco, INC. 8-K Filing

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share RAIN The Nasdaq Stock Mar
• $11.50 — A common stock at an exercise price of $11.50 RAINW The Nasdaq Stock Market LLC

Filing Documents

• ea0270448-8k_rainenhan.htm (8-K) — 29KB
• 0001213900-25-126100.txt ( ) — 238KB
• rain-20251222.xsd (EX-101.SCH) — 4KB
• rain-20251222_def.xml (EX-101.DEF) — 26KB
• rain-20251222_lab.xml (EX-101.LAB) — 36KB
• rain-20251222_pre.xml (EX-101.PRE) — 25KB
• ea0270448-8k_rainenhan_htm.xml (XML) — 6KB

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 22, 2025, the board of directors ("Board") of Rain Enhancement Technologies Holdco, Inc. (the "Company") increased the size of the Board from seven to eight directors. Also on December 22, 2025, pursuant to the terms of the Company's Amended and Restated Articles of Organization and the Company's Bylaws, the holders of the Company's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), unanimously approved by written consent the appointment of Mr. David C. Sylvester to fill the resulting vacancy. Mr. Sylvester was appointed to serve as a Class II director with a term expiring at the Company's 2027 annual meeting of stockholders. Mr. Sylvester will serve on the Audit Committee of the Board. The Board has determined that Mr. Sylvester is an independent director and meets the applicable standards for Audit Committee service under both the Nasdaq Stock Market Rules and Rule 10A-3 under the Securities Exchange Act of 1934. In connection with his appointment to the Board, Mr. Sylvester entered into a Director Agreement consistent with the Company's form of Director Agreement that is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 7, 2025. The grant of restricted stock to Mr. Sylvester pursuant to the Director Agreement was deferred by the Board. Additionally, in connection with his appointment to the Board, Mr. Sylvester entered into an Indemnity Agreement consistent with the Company's form of Indemnity Agreement that is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 7, 2025. There are no arrangements or understandings between Mr. Sylvester and any other persons pursuant to which Mr. Sylvester was selected as a directo

07 Submission of Matters to a Vote of

Item 5.07 Submission of Matters to a Vote of Security Holders. The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07 to the extent required. Pursuant to the Company's Amended and Restated Articles of Organization and the Company's Bylaws, until the Voting Threshold Date (as defined in the Company's Amended and Restated Articles of Organization) only the holders of Class B Common Stock are entitled to fill vacancies occurring in the Board as a result of an increase in the authorized number of directors. As the appointment of Mr. Sylvester was approved by unanimous written consent, there are no votes against, withholding or abstaining, and no broker non-votes in relation to this matter. 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 29, 2025 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. By: /s/ Oanh Truong Name: Oanh Truong Title: Interim Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR