Theodore Ralston - 31 Dec 2025 Form 5 Insider Report for CitroTech Inc. (CITR)

Role
Other*, 10%+ Owner
Signature
/s/ Theodore Ralston
Issuer symbol
CITR
Transactions as of
31 Dec 2025
Net transactions value
+$22,920
Form type
5
Filing time
17 Feb 2026, 21:47:45 UTC
Previous 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 $102 +17 +0% $6.00 430,322 14 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $518 +83 +0.02% $6.24 430,415 15 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $165 +25 +0.01% $6.60 430,440 15 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $131 +21 +0% $6.24 430,461 15 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $4,448 +833 +0.19% $5.34 431,294 16 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $2,183 +383 +0.09% $5.70 431,677 16 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $1,638 +333 +0.08% $4.92 432,010 16 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $852 +167 +0.04% $5.10 432,177 16 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $227 +42 +0.01% $5.40 432,219 16 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $102 +17 +0% $6.00 432,236 16 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $99.96 +17 +0% $5.88 432,253 17 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $7,919 +1,517 +0.35% $5.22 433,770 21 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $1,052 +167 +0.04% $6.30 433,937 21 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $873 +150 +0.03% $5.82 434,087 21 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $101 +17 +0% $5.94 434,104 21 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $97.92 +17 +0% $5.76 434,121 21 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $2,165 +388 +0.09% $5.58 434,509 22 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $922 +167 +0.04% $5.52 434,676 22 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $774 +133 +0.03% $5.82 434,809 22 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $458 +83 +0.02% $5.52 434,892 22 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $355 +63 +0.01% $5.64 434,955 22 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $98.94 +17 +0% $5.82 434,972 22 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $433 +83 +0.02% $5.22 435,055 23 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $81.6 +17 +0% $4.80 435,072 23 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Sale $9,752 -2,167 -0.5% $4.50 432,905 24 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $3,449 +833 +0.19% $4.14 433,738 27 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $2,986 +754 +0.17% $3.96 434,492 27 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $81.6 +17 +0% $4.80 434,509 27 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $359 +83 +0.02% $4.32 434,592 28 Jan 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Conversion of derivative security $0 +833,334 $0.000000 833,334 27 Jan 2025 By virtue of sole member of TC Special Investments LLC F1, F2, F4, F5

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 Series C Convertible Preferred Stock, par value $0.0001 Conversion of derivative security -250,000 -21% 950,000 27 Jan 2025 Common Stock 833,334 By virtue of sole member of TC Special Investments LLC F1, F2, F4, F5
* 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 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.
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.

Remarks:

As of December 31, 2025, the reporting person held (i) directly 171,256 shares of the issuer's common stock, (ii) indirectly through his spouse 390,553 shares of the issuer's common stock, (iii) indirectly through TC Special Investments LLC 2,279,328 shares of the issuer's common stock, (iv) indirectly through TC Special Investments LLC 1,364,141 shares of the issuer's Series A Preferred Stock, which is not convertible, (v) directly 22,224 of the issuer's common stock warrants, which are exercisable into 22,224 shares of the issuer's common stock, and (vi) directly 13,334 of the issuer's Series C Convertible Preferred Stock, which is convertible into 44,447 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, 2025. 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.