Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On January 13, 2026, Rainmaker Worldwide Inc. (the "Company") entered into a Settlement Agreement and Mutual Release (the "Settlement Agreement") with Sphere 3D Corp. (the "Holder").

The Settlement Agreement resolves all claims related to a debt obligation originally issued on October 1, 2020. As of December 25, 2025, the outstanding balance of the obligation totaled approximately $5.0 million, consisting of principal and accrued but unpaid interest. Pursuant to the Settlement Agreement, the Company agreed to satisfy the obligation through the payment of a cash settlement amount of $500,000, payable on or before February 27, 2026, subject to increases if payment is not made by such date. Interest on the original obligation ceased to accrue as of December 25, 2025.

If the Company satisfies the settlement payment terms, the settlement would resolve all claims related to such obligation and would represent a significant reduction relative to the aggregate outstanding balance of the original debt. The settlement remains subject to the Company's timely satisfaction of the settlement conditions, and no assurance can be given that such conditions will be satisfied.

Upon the Company's satisfaction of the settlement terms, the Holder will provide a full release of claims against the Company and its affiliates. The Company also provided a reciprocal release to the Holder upon execution of the Settlement Agreement. The Settlement Agreement contains customary representations, warranties, confidentiality provisions, and other standard terms.

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