CitroTech (CITR) director details 9.82% stake and stock exchange deal

Rhea-AI Filing Summary

Theodore Ralston filed an amended Schedule 13D reporting beneficial ownership of 2,202,859 shares of CitroTech Inc. common stock, representing approximately 9.82% of the 22,424,083 shares outstanding. His holdings include shares owned directly, by his spouse, through TC Special Investments LLC, and 22,224 shares issuable upon warrant exercise.

The filing describes a Stock Exchange and Stockholder Agreement under which CitroTech reacquired 1,364,141 shares of Series A Preferred Stock from TC Special Investments LLC, with an agreement to issue 467,012 shares of Series C Convertible Preferred Stock 18 months after the May 28, 2026 closing or earlier upon a defined change of control. Recent activity includes converting 13,334 shares of Series C Convertible Preferred Stock into 44,447 common shares, gifting 105,000 common shares to family members, and transferring 600,000 common shares in a litigation settlement at $0.28 per share.

Key Figures

Beneficial ownership: 2,202,859 shares Ownership percentage: 9.82% Shares outstanding: 22,424,083 shares +5 more

8 metrics

Beneficial ownership 2,202,859 shares CitroTech common stock attributed to Theodore Ralston

Ownership percentage 9.82% Percent of CitroTech common stock class represented by Ralston’s holdings

Shares outstanding 22,424,083 shares CitroTech common stock used to calculate ownership percentage

Series A reacquired 1,364,141 shares Series A Preferred Stock reacquired by CitroTech from TCSI

Series C to be issued 467,012 shares Series C Convertible Preferred Stock agreed to be issued to TCSI

Conversion to common 44,447 shares Common shares from conversion of 13,334 Series C Convertible Preferred shares

Gifted shares 105,000 shares Common shares transferred as gifts to family members

Settlement transfer 600,000 shares at $0.28/share Common shares transferred under litigation settlement agreement

Key Terms

beneficial ownership, Series C Convertible Preferred Stock, Stock Exchange and Stockholder Agreement, warrants, +1 more

5 terms

beneficial ownership financial

"has beneficial ownership of an aggregate of 2,202,859 shares of Common Stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Series C Convertible Preferred Stock financial

"467,012 shares of Series C Convertible Preferred Stock to TCSI"

Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.

Stock Exchange and Stockholder Agreement financial

"entered into a Stock Exchange and Stockholder Agreement (the "TCSI Exchange Agreement")"

warrants financial

"22,224 shares of Common Stock issuable upon the exercise of warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

settlement agreement financial

"transferred an aggregate of 600,000 shares of Common Stock held by TCSI pursuant to a settlement agreement resolving litigation"

A settlement agreement is a legally binding deal where two sides resolve a dispute—often a lawsuit—by agreeing on terms such as payments, actions, or changes in behavior instead of continuing the case to trial. For investors it matters because settlements can create immediate costs, limit future liabilities or risks, and change a company's cash flow, reputation, or ongoing obligations much like paying a negotiated bill to avoid a lengthy, uncertain fight.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

CitroTech Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

369759204

(CUSIP Number)

Theodore Ralston
2200 Allentown Rd,
Lima, OH, 45805
419-296-3626

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 369759204

1

Name of reporting person

Theodore Ralston

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,812,255.00
8	Shared Voting Power 390,604.00
9	Sole Dispositive Power 1,812,255.00
10	Shared Dispositive Power 390,604.00

11

Aggregate amount beneficially owned by each reporting person

2,202,859.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.82 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The figures in Rows 7, 9 and 11 include 22,224 shares of Common Stock issuable upon the exercise of warrants to purchase 22,224 shares of Common Stock. (2) The percentage in Row 13 is calculated based on 22,424,083 shares of Common Stock issued and outstanding. This figure is derived from (i) 22,357,412 shares of Common Stock outstanding, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed by the Issuer with the Securities and Exchange Commission on May 15, 2026, (ii) 44,447 shares of Common Stock issued upon the conversion of 13,334 shares of Series C Convertible Preferred Stock held by the Reporting Person, and (iii) 22,224 shares of Common Stock issuable upon exercise of 22,224 warrants.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: CitroTech Inc.
(c)	Address of Issuer's Principal Executive Offices: 6400 S. FIDDLERS GREEN CIR, SUITE 300, Greenwood Village, COLORADO , 80111.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Theodore Ralston (the "Reporting Person").
(b)	The principal business address for the Reporting Person is 2200 Allentown Rd., Lima Ohio 45805.
(c)	The principal occupation of the Reporting Person is acting as a member of the Board of Directors for the Issuer with a principal place of business located at 2200 Allentown Rd., Lima Ohio 45805.
(d)	The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person acquired his shares of: (1) Series C Convertible Preferred Stock for services performed for the Company and through purchases using his own personal funds; (2) Common Stock from conversions of Series C Convertible Preferred Stock and through purchases using his own personal funds; and (3) Series A Preferred Stock from the purchase in a private transaction.
Item 4.	Purpose of Transaction
	On May 28, 2026 (the "Closing Date"), the Issuer and TCSI entered into a Stock Exchange and Stockholder Agreement (the "TCSI Exchange Agreement"), pursuant to which the Issuer reacquired 1,364,141 shares of Series A Preferred Stock from TCSI (the "Reacquisition"). Under the TCSI Exchange Agreement, the Issuer agreed to issue 467,012 shares of Series C Convertible Preferred Stock to TCSI on the date that is 18 months after the Closing Date, or earlier in connection with a change of control of the Issuer (which, as defined in the TCSI Exchange Agreement, includes the appointment of the Reporting Person to the Issuer's board of directors). The above description of the TCSI Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as an exhibit hereto and incorporated herein by reference. The Reporting Person holds the securities of the Issuer for general investment purposes. The Reporting Person intends to evaluate his holdings in the Issuer on a continuous basis. Subject to all relevant securities law provisions, the Reporting Person may acquire or dispose of securities of the Issuer from time to time in the open market or in privately negotiated transactions with third parties. Subject to the foregoing, the Reporting Person does not have any plans that would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material changes in the present capitalization or dividend policy of the Issuer; (f) any other material changes in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. Except as set forth above, the Reporting Person has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person, through his personal holdings, his wife's personal holdings and as a sole member of TC Special Investments LLC ("TCSI"), has beneficial ownership of an aggregate of 2,202,859 shares of Common Stock, which consists of (i) 215,703 shares of Common Stock held by the Reporting Person directly, (ii) 390,604 shares of Common Stock held by the Reporting Person's spouse, (iii) 1,574,328 shares of Common Stock held by TCSI, and (iv) 22,224 shares of Common Stock issuable upon the conversion of warrants. The percentage of beneficial ownership is approximately 9.82% of the outstanding shares of Common Stock. The percentage was calculated based on 22,424,083 shares of Common Stock issued and outstanding. This figure is derived from (i) 22,357,412 shares of Common Stock outstanding, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed by the Issuer with the Securities and Exchange Commission on May 15, 2026, (ii) 44,447 shares of Common Stock issued upon the conversion of 13,334 shares of Series C Convertible Preferred Stock held by the Reporting Person, and (iii) 22,224 shares of Common Stock issuable upon exercise of 22,224 warrants.
(b)	The information set forth in rows 7 through 10 of the cover page to this Schedule 13D is incorporated by reference into this Item 5(b).
(c)	Except as disclosed below, the Reporting Person has not effected any transactions in the Issuer's Common Stock in the past 60 days. On May 28, 2026, the Issuer and TCSI entered into the TCSI Exchange Agreement and the Issuer reacquired 1,364,141 shares of Series A Preferred Stock from TCSI in the Reacquisition. On May 29, 2026, the Reporting Person converted 13,334 shares of Series C Convertible Preferred Stock into 44,447 shares of Common Stock. On the same date, the Reporting Person transferred an aggregate of 105,000 shares of Common Stock held by TCSI to certain family members as gifts. Also on the same date, the Reporting Person transferred an aggregate of 600,000 shares of Common Stock held by TCSI pursuant to a settlement agreement resolving litigation, at a price of $0.28 per share.
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The description of the TCSI Exchange Agreement is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Stock Exchange and Stockholders Agreement, dated May 28, 2026, by and between CitroTech Inc. and TC Special Investments LLC, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on June 1, 2026. (https://www.sec.gov/Archives/edgar/data/894556/000168316826004423/citro_ex1002.htm)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Theodore Ralston

Signature:	/s/ Theodore Ralston
Name/Title:	Individual
Date:	06/03/2026

FAQ

What percentage of CitroTech (CITR) does Theodore Ralston report owning in this Schedule 13D/A?

The filing reports that Theodore Ralston has beneficial ownership of approximately 9.82% of CitroTech’s common stock. This is based on 2,202,859 shares attributed to him versus 22,424,083 shares of common stock outstanding as calculated in the document.

How many CitroTech (CITR) shares does Theodore Ralston beneficially own and through which entities?

Ralston beneficially owns 2,202,859 CitroTech common shares. These include 215,703 shares held directly, 390,604 by his spouse, 1,574,328 held by TC Special Investments LLC, and 22,224 common shares issuable upon exercise of warrants, all aggregated for reporting purposes.

What is the key stock exchange agreement between CitroTech (CITR) and TC Special Investments LLC?

CitroTech and TC Special Investments LLC entered a Stock Exchange and Stockholder Agreement where CitroTech reacquired 1,364,141 Series A Preferred shares. In return, CitroTech agreed to issue 467,012 Series C Convertible Preferred shares 18 months after closing or earlier upon a defined change of control.

What recent CitroTech (CITR) share transactions by Theodore Ralston are disclosed in the filing?

The filing discloses several recent transactions: conversion of 13,334 Series C Convertible Preferred shares into 44,447 common shares, gifts totaling 105,000 common shares to family members, and transfer of 600,000 common shares under a litigation settlement at a price of $0.28 per share.

How was the 9.82% beneficial ownership in CitroTech (CITR) calculated for Theodore Ralston?

The 9.82% figure uses 22,424,083 CitroTech common shares outstanding. This total consists of 22,357,412 shares from a Form 10-Q, plus 44,447 shares issued upon conversion of Series C Convertible Preferred Stock, and 22,224 shares issuable upon exercise of 22,224 warrants.

What are Theodore Ralston’s stated intentions regarding his CitroTech (CITR) holdings?

Ralston states he holds CitroTech securities for general investment purposes and intends to evaluate his position on an ongoing basis. Subject to applicable securities laws, he may acquire or dispose of CitroTech securities in open-market or privately negotiated transactions, with no specific transformative plans disclosed.