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

Role
President & CEO, Director, Other*, 10%+ Owner
Signature
/s/ Theodore Ralston
Issuer symbol
CITR
Transactions as of
31 Dec 2025
Net transactions value
-$532,666
Form type
5
Filing time
17 Feb 2026, 21:58:19 UTC
Previous filing
23 Sep 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Ralston Theodore President & CEO, Director, 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 $372 +50 +0.01% $7.44 390,570 20 Mar 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Purchase $244 +33 +0.01% $7.38 390,603 20 Mar 2025 By Spouse F1, F2, F3
transaction CITR Common Stock, par value $0.0001 Conversion of derivative security $0 +1,666,667 +2222% $0.000000 1,741,665 22 Aug 2025 By virtue of sole member of TC Special Investments LLC F1, F2, F4, F5
transaction CITR Common Stock, par value $0.0001 Conversion of derivative security $0 +500,000 +29% $0.000000 2,241,665 16 Dec 2025 By virtue of sole member of TC Special Investments LLC F1, F2, F4, F5
transaction CITR Common Stock, par value $0.0001 Conversion of derivative security $632,152 +292,663 +13% $2.16 2,534,328 16 Dec 2025 By virtue of sole member of TC Special Investments LLC F1, F2, F4, F6
transaction CITR Common Stock, par value $0.0001 Other $0 -255,000 -10% $0.000000 2,279,328 24 Dec 2025 By virtue of sole member of TC Special Investments LLC F1, F2, F4, F7
holding CITR Common Stock, par value $0.0001 171,256 31 Dec 2025 Direct F2
holding CITR Series A Preferred Stock, par value $0.0001 1,364,141 31 Dec 2025 By virtue of sole member of TC Special Investments LLC F2, F4

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 Other $0 -50,000 -7.1% $0.000000 650,000 01 Apr 2025 Common Stock 166,667 By virtue of sole member of TC Special Investments LLC F1, F2, F4, F5, F8
transaction CITR Series C Convertible Preferred Stock, par value $0.0001 Conversion of derivative security -500,000 -77% 150,000 22 Aug 2025 Common Stock 1,666,667 By virtue of sole member of TC Special Investments LLC F1, F2, F4, F5
transaction CITR Series C Convertible Preferred Stock, par value $0.0001 Purchase $200,010 +13,334 +8.9% $15.00 163,334 30 Sep 2025 Common Stock 44,447 Direct F1, F2, F5, F9
transaction CITR Warrants Purchase 0 0% 22,224 30 Sep 2025 Common Stock 22,224 $6.00 Direct F1, F2, F10
transaction CITR Series C Convertible Preferred Stock, par value $0.0001 Conversion of derivative security -150,000 -92% 13,334 16 Dec 2025 Common Stock 500,000 By virtue of sole member of TC Special Investments LLC F1, F2, F4, F5
transaction CITR Convertible note Conversion of derivative security $1,365,444 -632,150 -100% $2.16 0 16 Dec 2025 Common Stock 292,663 $2.16 By virtue of sole member of TC Special Investments LLC F1, F2, F4, 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 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.
F5 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.
F6 The convertible note with a principal balance of $576,693 and $55,457 accrued interest, was fully converted at $2.16, for 292,663 shares of common stock.
F7 TC Special Investments LLC transferred 255,000 shares of common stock in a private transaction transfer to a third party for which no consideration was paid.
F8 TC Special Investments LLC transferred 50,000 shares of Series C Convertible Preferred Stock to two third parties for no consideration paid.
F9 The reporting person purchased 13,334 shares of Series C Preferred and 22,224 warrants, in a PIPE offering for cash paid of $200,010 ($15.00 per Series C Share).
F10 In connection with the execution of the Securities Purchase Agreement, the Reporting Person also executed a common stock purchase warrant agreement (the "Warrant Agreement"), pursuant to which the Issuer issued a warrant to the Reporting Person. The Warrant Agreement entitles the Reporting Person to purchase from the Issuer up to 50% of the number of shares of Common Stock issuable upon full conversion of all the Series C Shares purchased by the Reporting Person, subject to the terms and conditions of the Warrant Agreement. The Warrant is exercisable at any time by the Reporting Person prior to its expiration.

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 390,603 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.