CitroTech (CITR) insider reshapes preferred stake with exchange, conversion and gift

Rhea-AI Filing Summary

CitroTech Inc. director and ten percent owner Ralston Theodore reported several restructuring and non-market transactions involving CitroTech stock and preferred shares. Through TC Special Investments LLC, he disposed of 1,364,141 shares of Series A Preferred Stock back to CitroTech under a Stock Exchange and Stockholder Agreement. In that agreement, CitroTech agreed to issue 467,012 shares of Series C Convertible Preferred Stock to TC Special Investments 18 months after closing, or earlier in connection with a defined change of control that includes Theodore joining the board. Theodore also converted 13,334 shares of Series C Convertible Preferred Stock into 44,447 shares of common stock, eliminating that preferred position. The filing records a 105,000-share bona fide gift of common stock and a 600,000-share internal transfer within TC Special Investments. Following these moves, TC Special Investments is shown holding 2,174,328 shares of common stock indirectly for Theodore, while he holds 215,703 common shares directly.

Insights

Equity structure analyst

Form 4 shows complex but largely non-market restructuring of insider holdings.

The transactions reorganize CitroTech capital structure around preferred stock held via TC Special Investments LLC. The issuer reacquired 1,364,141 Series A Preferred shares and committed to issue 467,012 Series C Convertible Preferred shares later, shifting value between preferred classes.

Series C converts into common at a 3.3333% ratio per share, and 13,334 Series C shares were converted to 44,447 common shares, increasing Theodore’s direct common position. A 105,000-share bona fide gift and 600,000-share internal transfer appear as non-cash, non-market events.

One footnote states the Series A disposition occurred under a settlement agreement resolving litigation at $0.28 per share. Overall, these moves adjust ownership and resolve a dispute rather than signaling open-market buying or selling, so the informational content for near-term trading is limited.

Insider Trade Summary

13,334 shares exercised/converted

Mixed 6 txns

Insider Ralston Theodore

Role null

Type	Security	Shares	Price	Value
Conversion	Series C Convertible Preferred Stock, par value $0.0001	13,334	$0.00	--
Conversion	Common Stock, par value $0.0001	44,447	$0.00	--
Gift	Common Stock, par value $0.0001	105,000	$0.00	--
Other	Common Stock, par value $0.0001	600,000	$0.00	--
Disposition	Series A Preferred Stock, par value $0.0001	1,364,141	$0.00	--
holding	Common Stock, par value $0.0001	--	--	--

Holdings After Transaction: Series C Convertible Preferred Stock, par value $0.0001 — 0 shares (Direct, null); Common Stock, par value $0.0001 — 215,703 shares (Direct, null); Common Stock, par value $0.0001 — 2,174,328 shares (Indirect, By virtue of sole member of TC Special Investments LLC); Series A Preferred Stock, par value $0.0001 — 0 shares (Indirect, By virtue of sole member of TC Special Investments LLC)

Footnotes (1)

1. 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. 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. The shares reported in this transaction were disposed of pursuant to the terms of a settlement agreement resolving litigation, at a price of $0.28 per share. On May 28, 2026, the Issuer and TC Special Investments LLC 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 TC Special Investments LLC. Under the TCSI Exchange Agreement, the Issuer agreed to issue 467,012 shares of Series C Convertible Preferred Stock to TC Special Investments LLC on the date that is 18 months after closing, or earlier in connection with a change of control of the Issuer (which, as defined in the TCSI Exchange Agreement, includes the appointment of Theodore S. Ralston to the Issuer's board of directors).

Key Figures

Series A Preferred exchanged: 1,364,141 shares Future Series C Preferred issuance: 467,012 shares Series C to common conversion ratio: 1 : 3.3333 +5 more

8 metrics

Series A Preferred exchanged 1,364,141 shares Reacquired by issuer under TCSI Exchange Agreement

Future Series C Preferred issuance 467,012 shares To TC Special Investments 18 months after closing or earlier on change of control

Series C to common conversion ratio 1 : 3.3333 Each Series C share convertible into 3.3333 common shares

Converted Series C Preferred 13,334 shares Converted into 44,447 common shares

Common shares received via conversion 44,447 shares Issued to Theodore upon Series C conversion

Bona fide gift of common stock 105,000 shares Gift transfer by TC Special Investments LLC

TC Special Investments common holdings 2,174,328 shares Common stock held indirectly for Theodore after transactions

Litigation settlement price $0.28 per share Price for disposed shares under settlement agreement

Key Terms

Series C Convertible Preferred Stock, bona fide gift, Stock Exchange and Stockholder Agreement, dispositive control, +1 more

5 terms

Series C Convertible Preferred Stock financial

"Each share of Series C Convertible Preferred Stock is convertible at any time at the option of the holder"

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.

bona fide gift financial

"transaction_code_description": "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Stock Exchange and Stockholder Agreement financial

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

dispositive control financial

"the reporting person has voting and dispositive control over these shares"

settlement agreement resolving litigation financial

"disposed of pursuant to the terms of a settlement agreement resolving litigation, at a price of $0.28 per share"

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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^*

Ralston Theodore

(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)

X	Form filed by One Reporting Person
	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
Common Stock, par value $0.0001	05/29/2026		C(1)		44,447	A	(1)	215,703	D
Common Stock, par value $0.0001	05/29/2026		G		105,000	D	$0(2)	2,174,328	I(2)	By virtue of sole member of TC Special Investments LLC
Common Stock, par value $0.0001	05/29/2026		J(3)		600,000	D	(3)	1,574,328	I(2)	By virtue of sole member of TC Special Investments LLC
Common Stock, par value $0.0001								390,604	I	By spouse
Series A Preferred Stock, par value $0.0001	05/28/2026		D(4)		1,364,141	D	(4)	0	I(2)	By virtue of sole member of TC Special Investments LLC

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, par value $0.0001	(1)	05/29/2026		C(1)			13,334	(1)	(1)	Common Stock	44,447	(1)	0	D

Explanation of Responses:

1. 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.

2. 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.

3. The shares reported in this transaction were disposed of pursuant to the terms of a settlement agreement resolving litigation, at a price of $0.28 per share.

4. On May 28, 2026, the Issuer and TC Special Investments LLC 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 TC Special Investments LLC. Under the TCSI Exchange Agreement, the Issuer agreed to issue 467,012 shares of Series C Convertible Preferred Stock to TC Special Investments LLC on the date that is 18 months after closing, or earlier in connection with a change of control of the Issuer (which, as defined in the TCSI Exchange Agreement, includes the appointment of Theodore S. Ralston to the Issuer's board of directors).

	/s/ Theodore Ralston	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 transactions did Ralston Theodore report in CitroTech (CITR) stock?

Ralston Theodore reported multiple non-market transactions, including exchanging 1,364,141 Series A Preferred shares, converting 13,334 Series C Preferred into 44,447 common shares, a 105,000-share bona fide gift of common stock, and a 600,000-share internal transfer within TC Special Investments LLC.

How did the TCSI Exchange Agreement affect CitroTech (CITR) preferred shares?

Under the TCSI Exchange Agreement, CitroTech reacquired 1,364,141 Series A Preferred shares from TC Special Investments LLC. In return, the company agreed to issue 467,012 Series C Convertible Preferred shares 18 months after closing, or earlier upon a defined change of control event.

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

Each share of CitroTech’s Series C Convertible Preferred Stock converts into 3.3333 shares of common stock. The filing shows 13,334 Series C shares converted into 44,447 common shares, and notes that Series C Convertible Preferred Stock has no expiration date.

Did CitroTech (CITR) director Ralston Theodore sell shares on the open market?

The reported transactions do not show open-market sales. They include a settlement-driven disposition of Series A Preferred shares to the issuer, a bona fide gift of 105,000 common shares, an internal 600,000-share transfer, and a conversion of Series C Preferred into common shares.

How many CitroTech (CITR) common shares does TC Special Investments LLC hold after these transactions?

After the reported transactions, TC Special Investments LLC, which Theodore controls, is shown holding 2,174,328 CitroTech common shares. The filing states Theodore is the sole member of TC Special Investments and has voting and dispositive control over those shares.

Was there a litigation settlement mentioned in the CitroTech (CITR) Form 4 filing?

Yes. A footnote explains that certain shares were disposed of under a settlement agreement resolving litigation at a price of $0.28 per share. This context links the preferred share disposition to resolving a legal dispute rather than to ordinary trading activity.