CitroTech insider updates ownership details

CitroTech Inc. insider Ralston Theodore filed an amended Form 3 to update his beneficial ownership.

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Form Type

3/A

Rhea-AI Filing Summary

CitroTech Inc. insider Ralston Theodore filed an amended Form 3 to update his beneficial ownership. He indirectly holds 4,000,000 shares of Series C Convertible Preferred Stock through TC Special Investments LLC, where he has voting and dispositive control. He also directly owns 171,256 common shares and indirectly owns 333,280 common shares through his spouse. A footnote notes these amounts are adjusted for a 1-for-6 reverse stock split effective August 28, 2025.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Ralston Theodore

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Series C Convertible Preferred Stock, par value $0.0001	--	--	--
holding	Common Stock, par value $0.0001	--	--	--
holding	Common Stock, par value $0.0001	--	--	--

Holdings After Transaction: Series C Convertible Preferred Stock, par value $0.0001 — 4,000,000 contracts (Indirect, By virtue of sole member of TC Special Investments LLC); Common Stock, par value $0.0001 — 171,256 shares (Direct); Common Stock, par value $0.0001 — 333,280 shares (Indirect, By Spouse)

Footnotes (4)

F1. Adjusted to reflect a 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 share are owned by the reporting person's spouse, Janis Ralston.
F4. The Series C Convertible Preferred Stock is convertible at any time and from time to time at the option of the holder into 3.333 shares of Common Stock per share of Series C Convertible Preferred 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the CitroTech (CITR) amended Form 3 for Ralston Theodore report?

The amended Form 3 reports Ralston Theodore’s updated beneficial ownership in CitroTech. It lists indirect holdings of 4,000,000 Series C Convertible Preferred shares, 171,256 directly owned common shares, and 333,280 common shares owned by his spouse, reflecting a 1-for-6 reverse stock split.

How many CitroTech (CITR) Series C Convertible Preferred shares does Ralston Theodore control?

Ralston Theodore indirectly controls 4,000,000 Series C Convertible Preferred shares of CitroTech. These shares are held by TC Special Investments LLC, where he is the sole member with voting and dispositive control, giving him effective authority over this preferred stock position.

How is Ralston Theodore’s indirect ownership in CitroTech (CITR) structured?

His indirect ownership is held through TC Special Investments LLC and through his spouse. TC Special Investments LLC holds 4,000,000 Series C Convertible Preferred shares, while his spouse, Janis Ralston, owns 333,280 common shares, which are attributed to him as indirect beneficial ownership.

What common stock holdings in CitroTech (CITR) does Ralston Theodore report?

He reports 171,256 CitroTech common shares held directly and 333,280 common shares held indirectly through his spouse. Together, these positions show both personal and family-related common stock ownership in addition to his large preferred stock stake.

How is the CitroTech (CITR) reverse stock split reflected in this Form 3/A?

The filing notes that the share amounts are adjusted for a 1-for-6 reverse stock split. This split affected CitroTech’s Series A Preferred Stock and Common Stock and was effective on August 28, 2025, aligning reported holdings with the post-split capital structure.

What is the conversion feature of CitroTech (CITR) Series C Convertible Preferred Stock?

Each Series C Convertible Preferred share is convertible into 3.333 CitroTech common shares at the holder’s option. The filing states the preferred stock is convertible at any time and from time to time, and it has no expiration date, making it an ongoing conversion right.

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Accepted by SEC EDGAR 02/17/2026 - 08:43 PM EST

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Ralston Theodore

(Last)

(First)

(Middle)

2200 ALLENTOWN ROAD

(Street)

LIMA

45805

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2024

3. Issuer Name and Ticker or Trading Symbol
CitroTech Inc. [ CITR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		SEE REMARKS BELOW

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/23/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001	171,256⁽¹⁾	D
Common Stock, par value $0.0001	333,280⁽¹⁾	I⁽³⁾	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock, par value $0.0001	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.0001	4,000,000⁽¹⁾	⁽⁴⁾	I⁽⁵⁾	By virtue of sole member of TC Special Investments LLC

Explanation of Responses:

1. Adjusted to reflect a 1-for-6 reverse stock split of the issuer's Series A Preferred Stock and Common Stock which was effective on August 28, 2025.

3. These share are owned by the reporting person's spouse, Janis Ralston.

4. The Series C Convertible Preferred Stock is convertible at any time and from time to time at the option of the holder into 3.333 shares of Common Stock per share of Series C Convertible Preferred Stock. The Series C Convertible Preferred Stock has no expiration date.

5. 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:

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.

	/s/ Theodore Ralston	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR