RHY entity linked to RAIN insider Harry You converts $4M debt into 1.6M shares

Rhea-AI Filing Summary

Rain Enhancement Technologies Holdco, Inc. insider Harry L. You reported an indirect acquisition of Class A common stock through an affiliated entity. RHY Management, LLC exchanged $4,000,000 of indebtedness owed by the company for 1,612,903 Class A shares, recorded as a grant or other acquisition with no cash price per share. Mr. You is the sole member of RHY Management, LLC and may be deemed to have a pecuniary interest in these shares, while disclaiming beneficial ownership beyond that interest.

The filing also lists Mr. You’s other positions as of this date: 650,120 shares held directly, 564,375 shares held indirectly through Berto LLC, and 237,956 shares held indirectly through the RHY 2021 Irrevocable Trust, in each case with beneficial ownership disclaimed except to the extent of his pecuniary interest.

Insights

Equity capital structure analyst

Insider-related entity converts $4M debt into equity, expanding reported holdings.

The key event is RHY Management, LLC exchanging $4,000,000 of company indebtedness for 1,612,903 Class A shares. This is coded as a grant or other acquisition and reflects a shift from debt exposure to equity exposure for the affiliated entity.

Because the transaction occurs via RHY Management, LLC and Mr. You disclaims beneficial ownership beyond his pecuniary interest, the filing emphasizes indirect economic exposure rather than a straightforward personal share purchase. There is no derivative activity reported, and the other lines simply restate direct and indirect share counts.

From an investor’s perspective, this is largely structural information about how one major holder’s stake is organized between direct holdings, an LLC, and a trust. The overall tone is administrative rather than signaling a clear bullish or bearish view, so the impact appears neutral based on the disclosed facts.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider You Harry L.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	1,612,903	$0.00	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,612,903 shares (Indirect, By RHY Management, LLC); Class A Common Stock — 650,120 shares (Direct, null)

Footnotes (1)

1. RHY Management, LLC ("RHY") exchanged an aggregate of $4,000,000 of indebtedness owed by the Company to RHY into 1,612,903 shares of the Issuer's Class A common stock, par value $0.0001 per share. Mr. You is the sole member of RHY and may be deemed to have a pecuniary interest in the securities held by RHY. Mr. You disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Represents shares held by RHY 2021 Irrevocable Trust (the "Trust"). Mr. You is the settlor and investment officer of the Trust, and his son is the beneficiary of the Trust. Accordingly, Mr. You may be deemed to have a pecuniary interest in the securities held by the Trust. Mr. You disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Mr. You is the sole member of Berto LLC and has voting and investment discretion with respect to the securities held of record by Berto LLC. Mr. You disclaims beneficial ownership of the securities held by Berto LLC, except to the extent of his pecuniary interest therein.

Key Figures

Debt exchanged: $4,000,000 Shares received in exchange: 1,612,903 shares Direct holdings: 650,120 shares +3 more

6 metrics

Debt exchanged $4,000,000 Indebtedness converted into Class A shares by RHY Management, LLC

Shares received in exchange 1,612,903 shares Class A common stock issued to RHY Management, LLC

Direct holdings 650,120 shares Class A common stock held directly by Harry L. You after transaction

Berto LLC holdings 564,375 shares Class A common stock held indirectly through Berto LLC

Trust holdings 237,956 shares Class A common stock held indirectly via RHY 2021 Irrevocable Trust

Grant price per share $0.0000 per share Recorded price for 1,612,903-share acquisition entry

Key Terms

Class A common stock, Grant, award, or other acquisition, pecuniary interest, irrevocable trust, +1 more

5 terms

Class A common stock financial

"1,612,903 shares of the Issuer's Class A common stock, par value $0.0001 per share."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

pecuniary interest financial

"may be deemed to have a pecuniary interest in the securities held by RHY."

irrevocable trust financial

"Represents shares held by RHY 2021 Irrevocable Trust (the "Trust")."

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

beneficial ownership financial

"Mr. You disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/09/2026 - 06:51 PM Accepted by SEC EDGAR 06/09/2026 - 06:16 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

You Harry L.

(Last) (First) (Middle)

1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS NEVADA 89144

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Rain Enhancement Technologies Holdco, Inc. [ RAIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/05/2026		A		1,612,903	A	(1)	1,612,903	I	By RHY Management, LLC(2)
Class A Common Stock								650,120	D
Class A Common Stock								237,956	I	By trust(3)
Class A Common Stock								564,375	I	By Berto LLC(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. RHY Management, LLC ("RHY") exchanged an aggregate of $4,000,000 of indebtedness owed by the Company to RHY into 1,612,903 shares of the Issuer's Class A common stock, par value $0.0001 per share.

2. Mr. You is the sole member of RHY and may be deemed to have a pecuniary interest in the securities held by RHY. Mr. You disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. Represents shares held by RHY 2021 Irrevocable Trust (the "Trust"). Mr. You is the settlor and investment officer of the Trust, and his son is the beneficiary of the Trust. Accordingly, Mr. You may be deemed to have a pecuniary interest in the securities held by the Trust. Mr. You disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

4. Mr. You is the sole member of Berto LLC and has voting and investment discretion with respect to the securities held of record by Berto LLC. Mr. You disclaims beneficial ownership of the securities held by Berto LLC, except to the extent of his pecuniary interest therein.

	/s/ Harry L. You	06/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Rain Enhancement Technologies (RAIN) report for Harry L. You?

The filing shows an indirect acquisition of 1,612,903 Class A shares by RHY Management, LLC. This came from exchanging $4,000,000 of company indebtedness for equity, rather than an open-market stock purchase or sale by Mr. You personally.

How many Rain Enhancement Technologies (RAIN) shares did RHY Management, LLC receive?

RHY Management, LLC received 1,612,903 shares of Rain Enhancement Technologies Class A common stock. These shares were issued in exchange for $4,000,000 of debt owed by the company, according to the footnotes in the insider transaction disclosure.

Does Harry L. You personally buy or sell Rain (RAIN) shares in this Form 4?

The Form 4 does not show an open-market buy or sell by Harry L. You. Instead, it records an indirect acquisition by RHY Management, LLC through a debt-for-equity exchange, with Mr. You’s economic interest limited to his pecuniary stake in that entity.

What direct Rain Enhancement Technologies (RAIN) holdings does Harry L. You report?

The filing lists 650,120 shares of Class A common stock held directly by Harry L. You. Additional shares are held indirectly through Berto LLC, RHY Management, LLC, and the RHY 2021 Irrevocable Trust, each with separate ownership descriptions and disclaimers.

What indirect Rain (RAIN) holdings related to Harry L. You are disclosed?

Indirectly, the filing reports 564,375 shares held by Berto LLC, 237,956 shares held by the RHY 2021 Irrevocable Trust, and 1,612,903 shares held by RHY Management, LLC. Mr. You may have a pecuniary interest in each but disclaims full beneficial ownership.

What does the debt-for-equity exchange in the RAIN Form 4 mean?

The company’s indebtedness of $4,000,000 to RHY Management, LLC was exchanged for 1,612,903 Class A shares. This changes the affiliated entity’s exposure from debt claims to equity holdings, as reflected in the insider filing’s acquisition entry and supporting footnote.