CEO Randall Seidl enters $5.82M retention bonus payable by Dec 2028 or earlier events

Rain Enhancement Technologies Holdco, Inc.

Agreement replaces previously disclosed unsecured note to CEO with a $5,820,000 cash retention bonus.
Bonus payable lump sum on earlier of Dec 31, 2028, termination without cause, or change of control.
Amendment corrects company name to Rain Enhancement Technologies and adds 280G gross-up provision.
Retention bonus subject to clawback policy under Section 10D and Rule 10D-1 of the Exchange Act.

item 5.02item 9.01

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