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

Reporting relationship: President & CEO, Director, Other*, 10%+ Owner
Issuer ticker: CITR
Reported as of: 31 Dec 2025
Net transaction value: -$532,666
SEC form: 5
Accepted by SEC: 17 Feb 2026, 21:58:19 UTC
Prior SEC filing: 23 Sep 2025
Next SEC filing: 01 Jun 2026
Source filing: View source filing
Reporting owner signature: /s/ Theodore Ralston

Key filing fact

Theodore Ralston filed Form 5 for CitroTech Inc. (CITR) on 17 Feb 2026.

Key facts

This page summarizes Theodore Ralston's Form 5 filing for CitroTech Inc. (CITR).
12 reported transactions and 6 derivative rows are listed below.
Accepted by SEC: 17 Feb 2026, 21:58.

Change

Previous filing in this sequence was filed on 23 Sep 2025.
Current net transaction value: -$532,666.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Official SEC source

Ownership activity is grounded in SEC Form 5 disclosures.

View source filing

Reporting Owners (1)

CIK 0001011076 Primary reporting owner

Ralston Theodore

Relationship: President & CEO, Director, Other*, 10%+ Owner
Address: 2200 ALLENTOWN ROAD, LIMA
Signature: /s/ Theodore Ralston
Signature date: 17 Feb 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CITR transaction

Common Stock, par value $0.0001

Purchase

Transaction value: $372
Shares: +50
Change %: +0.01%
Price: $7.44
Shares after: 390,570
Date: 20 Mar 2025
Ownership: By Spouse
Footnotes: F1, F2, F3

CITR transaction

Common Stock, par value $0.0001

Purchase

Transaction value: $244
Shares: +33
Change %: +0.01%
Price: $7.38
Shares after: 390,603
Date: 20 Mar 2025
Ownership: By Spouse
Footnotes: F1, F2, F3

CITR transaction

Common Stock, par value $0.0001

Conversion of derivative security

Transaction value: $0
Shares: +1,666,667
Change %: +2222%
Price: $0.000000
Shares after: 1,741,665
Date: 22 Aug 2025
Ownership: By virtue of sole member of TC Special Investments LLC
Footnotes: F1, F2, F4, F5

CITR transaction

Common Stock, par value $0.0001

Conversion of derivative security

Transaction value: $0
Shares: +500,000
Change %: +29%
Price: $0.000000
Shares after: 2,241,665
Date: 16 Dec 2025
Ownership: By virtue of sole member of TC Special Investments LLC
Footnotes: F1, F2, F4, F5

CITR transaction

Common Stock, par value $0.0001

Conversion of derivative security

Transaction value: $632,152
Shares: +292,663
Change %: +13%
Price: $2.16
Shares after: 2,534,328
Date: 16 Dec 2025
Ownership: By virtue of sole member of TC Special Investments LLC
Footnotes: F1, F2, F4, F6

CITR transaction

Common Stock, par value $0.0001

Other

Transaction value: $0
Shares: -255,000
Change %: -10%
Price: $0.000000
Shares after: 2,279,328
Date: 24 Dec 2025
Ownership: By virtue of sole member of TC Special Investments LLC
Footnotes: F1, F2, F4, F7

CITR holding

Common Stock, par value $0.0001

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 171,256
Date: 31 Dec 2025
Ownership: Direct
Footnotes: F2

CITR holding

Series A Preferred Stock, par value $0.0001

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 1,364,141
Date: 31 Dec 2025
Ownership: By virtue of sole member of TC Special Investments LLC
Footnotes: F2, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CITR transaction Derivative

Series C Convertible Preferred Stock, par value $0.0001

Other

Transaction value: $0
Shares: -50,000
Change %: -7.1%
Price: $0.000000
Shares after: 650,000
Date: 01 Apr 2025
Ownership: By virtue of sole member of TC Special Investments LLC
Underlying class: Common Stock
Underlying amount: 166,667
Exercise price
Footnotes: F1, F2, F4, F5, F8

CITR transaction Derivative

Series C Convertible Preferred Stock, par value $0.0001

Conversion of derivative security

Transaction value
Shares: -500,000
Change %: -77%
Price
Shares after: 150,000
Date: 22 Aug 2025
Ownership: By virtue of sole member of TC Special Investments LLC
Underlying class: Common Stock
Underlying amount: 1,666,667
Exercise price
Footnotes: F1, F2, F4, F5

CITR transaction Derivative

Series C Convertible Preferred Stock, par value $0.0001

Purchase

Transaction value: $200,010
Shares: +13,334
Change %: +8.9%
Price: $15.00
Shares after: 163,334
Date: 30 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 44,447
Exercise price
Footnotes: F1, F2, F5, F9

CITR transaction Derivative

Warrants

Purchase

Transaction value
Shares: 0
Change %: 0%
Price
Shares after: 22,224
Date: 30 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 22,224
Exercise price: $6.00
Footnotes: F1, F2, F10

CITR transaction Derivative

Series C Convertible Preferred Stock, par value $0.0001

Conversion of derivative security

Transaction value
Shares: -150,000
Change %: -92%
Price
Shares after: 13,334
Date: 16 Dec 2025
Ownership: By virtue of sole member of TC Special Investments LLC
Underlying class: Common Stock
Underlying amount: 500,000
Exercise price
Footnotes: F1, F2, F4, F5

CITR transaction Derivative

Convertible note

Conversion of derivative security

Transaction value: $1,365,444
Shares: -632,150
Change %: -100%
Price: $2.16
Shares after: 0
Date: 16 Dec 2025
Ownership: By virtue of sole member of TC Special Investments LLC
Underlying class: Common Stock
Underlying amount: 292,663
Exercise price: $2.16
Footnotes: F1, F2, F4, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 10 footnotes

Footnote F1

Reflects the amount of securities beneficially owned following the reported transaction.

Footnote 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.

Footnote F3

These shares were held by the reporting person's spouse, Janis Ralston.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F8

TC Special Investments LLC transferred 50,000 shares of Series C Convertible Preferred Stock to two third parties for no consideration paid.

Footnote 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).

Footnote 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.

SEC 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.