Theodore Ralston - 31 Dec 2024 Form 5 Insider Report for CitroTech Inc. (CITR)

Role
Other*, 10%+ Owner
Signature
/s/ Theodore Ralston
Issuer symbol
CITR
Transactions as of
31 Dec 2024
Net transactions value
+$576,296
Form type
5
Filing time
17 Feb 2026, 21:40:02 UTC
Previous filing
17 Feb 2026
Next filing
23 Sep 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Ralston Theodore Other*, 10%+ Owner 2200 ALLENTOWN ROAD, LIMA /s/ Theodore Ralston 17 Feb 2026 0001011076

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CITR Common Stock, par value $0.0001 Purchase $240 +54 +0.01% $4.44 434,264 23 Dec 2024 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $96.9 +17 +0% $5.70 434,281 23 Dec 2024 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Sale $1,626 -417 -0.1% $3.90 433,864 26 Dec 2024 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Sale $661 -167 -0.04% $3.96 433,697 26 Dec 2024 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $651 +167 +0.04% $3.90 433,864 26 Dec 2024 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $137 +33 +0.01% $4.14 433,897 26 Dec 2024 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $81.9 +21 +0% $3.90 433,918 26 Dec 2024 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $66.3 +17 +0% $3.90 433,935 26 Dec 2024 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $188 +33 +0.01% $5.70 433,968 27 Dec 2024 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $75.48 +17 +0% $4.44 433,985 30 Dec 2024 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $354 +82 +0.02% $4.32 434,070 30 Dec 2024 By Spouse F1, F2, F3
holding CITR Common Stock, par value $0.0001 171,256 31 Dec 2024 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CITR Convertible note Purchase $576,693 $576,693 31 Dec 2024 Common Stock 266,988 $2.16 By virtue of sole member of TC Special Investments LLC F1, F2, F4, F5
holding CITR Series C Convertible Preferred Stock, par 1,200,000 31 Dec 2024 Common Stock 4,000,000 By virtue of sole member of TC Special Investments LLC F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects the amount of securities beneficially owned following the reported transaction.
F2 All amounts and prices in this Form 5 have been adjusted to reflect the 1-for-6 reverse stock split of the issuer's Series A Preferred Stock and Common Stock which was effective on August 28, 2025.
F3 These shares were held by the reporting person's spouse, Janis Ralston.
F4 The Company issued a convertible note of $576,693, in exchange for amounts owing. The convertible note has a term of twelve (12) months, at an interest rate of 10% per annum. The outstanding principal amount of convertible note and unpaid interest is convertible at any time, at a fixed conversion price of $2.16. This has been adjusted to reflect a 1-for-6 reverse stock split of the issuer's common stock which was effective on August 28, 2025.
F5 These shares are held by TC Special Investments LLC, of which the reporting person is the sole member, and the reporting person has voting and dispositive control over these shares.
F6 Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 3.3333 shares of Common Stock. The Series C Convertible Preferred Stock has no expiration date.

Remarks:

As of December 31, 2024, the reporting person, Theodore Ralston, held (i) directly 171,256 shares of the issuer's common stock, (ii) indirectly through his spouse 434,070 shares of the issuer's common stock, (iii) indirectly through TC Special Investments LLC, $576,693 of the issuer's convertible debt which is convertible into 266,988 shares of the issuer's common stock, and (iv) indirectly through TC Special Investments LLC 1,200,000 of the issuer's Series C Convertible Preferred Stock which is convertible into 4,000,000 shares of the issuer's common stock. The reporting person was appointed as the Chairman of the Board, President and Chief Executive Officer of the Issuer on April 1, 2025, and resigned from his positions as the President and Chief Executive Officer of the Issuer on October 1, 2025. The reporting person continues to serve as the Chairman of the Board of the Issuer at this time. This Form 5 reports a portion of the reportable transactions for the reporting person for the year ended December 31, 2024. Additional Form 5 filings reporting the remaining transactions for such period have been or will be filed. On February 11, 2026, the reporting person voluntarily disgorged to the issuer $96,257.00 in realized short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.