Management Change/Compensation, Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

Effective September 10, 2026, Rainmaker Worldwide Inc. (the "Company") and Larchwood Management Partners Inc. ("Larchwood") entered into a Termination of Interim CEO Services Agreement (the "Termination Agreement") pursuant to which the parties mutually terminated the Interim Chief Executive Officer Services Agreement made as of April 30, 2026 and effective May 1, 2026 (the "Interim CEO Agreement").

Pursuant to the Interim CEO Agreement, Larchwood provided the services of Michael O'Connor as Interim Chief Executive Officer of the Company. Mr. O'Connor, who was then the Company's sole director and principal executive officer, is also the President of Larchwood.

The Termination Agreement terminated the Interim CEO Agreement effective September 10, 2026. The parties waived any notice period that might otherwise have applied to termination by Larchwood, and no further monthly service fees accrue under the Interim CEO Agreement after the termination date.

Schedule A to the Termination Agreement establishes final amounts accrued under the Interim CEO Agreement through September 10, 2026 consisting of US$10,833.33 of service fees and C$139.41 of approved unreimbursed business expenses. The Termination Agreement provides that interest will accrue at a rate of 10% per annum on the unpaid balance beginning September 11, 2026 and continuing until paid in full.

Upon payment in full of the amount outstanding under Schedule A, the parties will provide a limited mutual release of claims for additional compensation, fees and expenses arising solely under the Interim CEO Agreement through the termination date, subject to the surviving obligations and other exceptions set forth in the Termination Agreement. The Termination Agreement does not provide for an early termination penalty.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Michael O'Connor

Effective September 10, 2026, immediately following the effectiveness of the appointments of Ryan D. Moore and Michael A. Skinner to the Company's Board of Directors (the "Board"), Michael O'Connor resigned as a director of the Company, Chairman of the Board, Interim Chief Executive Officer and principal executive officer of the Company.

In his written resignation, Mr. O'Connor stated that health concerns prevented him from continuing to champion the objectives of the Company on a day-to-day basis. Mr. O'Connor agreed to cooperate in the orderly transition of his responsibilities and the transfer of Company records, property, credentials and other materials in his possession or control.

No successor Chairman of the Board was appointed.