BoltRock reshapes CitroTech (CITR) stake with preferred-for-convertible swap

Rhea-AI Filing Summary

CitroTech Inc. reported that investment entity BoltRock Holdings LLC restructured its preferred stock holdings through an exchange with the company. On May 28, 2026, BoltRock disposed of 302,526 shares of Series A Preferred Stock to the issuer and received 103,558 shares of Series C Convertible Preferred Stock for no additional cash consideration under a Stock Exchange and Stockholders Agreement.

Following the grant, BoltRock holds 199,232 shares of Series C Convertible Preferred Stock indirectly. Each Series C share is convertible at any time into 3.3333 shares of CitroTech common stock and has no expiration date; this new grant is linked in the filing to 345,193 shares of underlying common stock. The securities are held directly by BoltRock; Craig Huff is BoltRock’s managing member and a CitroTech director and disclaims beneficial ownership except for his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider HUFF CRAIG A, BoltRock Holdings LLC

Role null | null

Type	Security	Shares	Price	Value
Grant/Award	Series C Convertible Preferred Stock	103,558	$0.00	--
Disposition	Series A Preferred Stock	302,526	$0.00	--

Holdings After Transaction: Series C Convertible Preferred Stock — 199,232 shares (Indirect, By BoltRock Holdings LLC); Series A Preferred Stock — 0 shares (Indirect, By BoltRock Holdings LLC)

Footnotes (1)

1. On May 28, 2026, the Issuer and BoltRock Holdings LLC ("BoltRock") entered into a Stock Exchange and Stockholders Agreement, pursuant to which BoltRock exchanged 302,526 shares of Series A Preferred Stock for 103,558 shares of Series C Convertible Preferred Stock for no additional consideration. The securities are held directly by BoltRock. Craig Huff is the managing member of BoltRock and also serves on the board of directors of the Issuer. As a result, BoltRock may be deemed a director of the Issuer by deputization. Mr. Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Each share of Series C Convertible Preferred Stock is convertible at any time and from time to time at the option of the holder into 3.3333 shares of common stock of the Issuer. Series C Convertible Preferred Stock has no expiration date.

Key Figures

Series A disposed: 302,526 shares Series C received: 103,558 shares Series C held after: 199,232 shares +2 more

5 metrics

Series A disposed 302,526 shares Series A Preferred Stock exchanged on May 28, 2026

Series C received 103,558 shares Series C Convertible Preferred Stock granted in exchange

Series C held after 199,232 shares Indirect holdings of Series C Convertible Preferred after transaction

Conversion ratio 3.3333 shares Common shares per Series C Convertible Preferred share

Underlying common stock 345,193 shares Common stock tied to 103,558 Series C shares in filing

Key Terms

Series A Preferred Stock, Series C Convertible Preferred Stock, Stock Exchange and Stockholders Agreement, convertible, +1 more

5 terms

Series A Preferred Stock financial

"exchanged 302,526 shares of Series A Preferred Stock for 103,558 shares"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

Series C Convertible Preferred Stock financial

"103,558 shares of Series C Convertible Preferred Stock for no additional consideration"

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 Stockholders Agreement financial

"entered into a Stock Exchange and Stockholders Agreement, pursuant to which BoltRock exchanged"

convertible financial

"Series C Convertible Preferred Stock is convertible at any time and from time to time"

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

pecuniary interest financial

"Mr. Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HUFF CRAIG A

(Last) (First) (Middle)

6400 S. FIDDLERS GREEN CIR.

SUITE 300

(Street)

GREENWOOD VILLAGE COLORADO 80111

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A Preferred Stock	05/28/2026		D(1)		302,526	D	(1)	0	I	By BoltRock Holdings LLC(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	(3)	05/28/2026		A(1)		103,558		(3)	(3)	Common Stock	345,193	(1)	199,232	I	By BoltRock Holdings LLC(2)

1. Name and Address of Reporting Person^*

HUFF CRAIG A

(Last) (First) (Middle)

6400 S. FIDDLERS GREEN CIR.

SUITE 300

(Street)

GREENWOOD VILLAGE COLORADO 80111

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BoltRock Holdings LLC

(Last) (First) (Middle)

712 5TH AVENUE

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On May 28, 2026, the Issuer and BoltRock Holdings LLC ("BoltRock") entered into a Stock Exchange and Stockholders Agreement, pursuant to which BoltRock exchanged 302,526 shares of Series A Preferred Stock for 103,558 shares of Series C Convertible Preferred Stock for no additional consideration.

2. The securities are held directly by BoltRock. Craig Huff is the managing member of BoltRock and also serves on the board of directors of the Issuer. As a result, BoltRock may be deemed a director of the Issuer by deputization. Mr. Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. Each share of Series C Convertible Preferred Stock is convertible at any time and from time to time at the option of the holder into 3.3333 shares of common stock of the Issuer. Series C Convertible Preferred Stock has no expiration date.

	/s/ Craig A. Huff	06/01/2026
	BoltRock Holdings LLC, /s/ Craig A. Huff, Managing Member	06/01/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did CitroTech (CITR) report involving BoltRock Holdings?

CitroTech reported that BoltRock Holdings LLC exchanged 302,526 Series A Preferred shares for 103,558 Series C Convertible Preferred shares for no additional cash consideration, under a Stock Exchange and Stockholders Agreement dated May 28, 2026.

How many CitroTech Series A Preferred shares were given up in the BoltRock exchange?

BoltRock disposed of 302,526 shares of CitroTech Series A Preferred Stock back to the issuer. This disposition was recorded as a transaction to the issuer and formed part of a negotiated stock exchange agreement rather than an open-market sale.

What did BoltRock receive in CitroTech (CITR) Series C Convertible Preferred Stock?

BoltRock received 103,558 shares of CitroTech Series C Convertible Preferred Stock in the exchange. After this grant, BoltRock’s indirect holdings increased to 199,232 Series C shares, reflecting its revised preferred equity position in the company.

How is CitroTech’s Series C Convertible Preferred Stock structured for conversion?

Each share of CitroTech’s Series C Convertible Preferred Stock is convertible at any time, at the holder’s option, into 3.3333 shares of common stock. The Series C Convertible Preferred Stock has no expiration date, providing ongoing flexibility for conversion.

What common stock exposure is tied to BoltRock’s new CitroTech Series C grant?

The filing links BoltRock’s 103,558-share grant of Series C Convertible Preferred Stock to 345,193 shares of underlying CitroTech common stock. This figure reflects the common stock that could be received upon conversion based on the stated conversion ratio.

How is Craig Huff related to BoltRock’s CitroTech (CITR) holdings?

The securities are held directly by BoltRock Holdings LLC, whose managing member is Craig Huff, also a CitroTech director. The filing states Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in BoltRock.