CitroTech (CITR) family trust converts Series C preferred into 166,667 common shares

Rhea-AI Filing Summary

CitroTech Inc. reported that an entity associated with its General Counsel was involved in a conversion of preferred stock into common shares. On April 21, 2026, the NewShell Family Trust converted 50,000 shares of Series C Convertible Preferred Stock into 166,667 shares of common stock, all reported as held indirectly. The reporting person disclaims beneficial ownership of the trust’s holdings except to the extent of any pecuniary interest.

Insider Trade Summary

50,000 shares exercised/converted

Mixed 2 txns

Insider Newton Anthony F

Role General Counsel

Type	Security	Shares	Price	Value
Conversion	Series C Convertible Preferred Stock	50,000	$0.00	--
Conversion	Common	166,667	$0.00	--

Holdings After Transaction: Series C Convertible Preferred Stock — 0 shares (Indirect, See footnote); Common — 166,667 shares (Indirect, See footnote)

Footnotes (1)

1. These shares are held directly by the NewShell Family Trust (the "Trust"), a family trust of which the reporting person's spouse is a trustee and beneficiary. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein. 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.

Key Figures

Common shares acquired: 166,667 shares Preferred shares converted: 50,000 shares Conversion ratio: 3.3333 common per preferred share +1 more

4 metrics

Common shares acquired 166,667 shares Indirectly held after conversion on April 21, 2026

Preferred shares converted 50,000 shares Series C Convertible Preferred Stock converted on April 21, 2026

Conversion ratio 3.3333 common per preferred share Series C Convertible Preferred Stock terms as described in footnote

Price per share $0.00 Reported transaction price for both preferred conversion and resulting common

Key Terms

Series C Convertible Preferred Stock, Conversion of derivative security, pecuniary interest, family trust

4 terms

Series C Convertible Preferred Stock financial

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

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.

Conversion of derivative security financial

"transaction_code_description": "Conversion of derivative security""

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein"

family trust financial

"held directly by the NewShell Family Trust, a family trust of which"

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^*

Newton Anthony F

(Last) (First) (Middle)

C/O CITROTECH INC.

6400 S. FIDDLER 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

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	04/21/2026		C		166,667	A	$0	166,667	I	See footnote(1)

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	(2)	04/21/2026		C			50,000	(2)	(2)	Common	166,667	$0	0	I	See footnote(1)

Explanation of Responses:

1. These shares are held directly by the NewShell Family Trust (the "Trust"), a family trust of which the reporting person's spouse is a trustee and beneficiary. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein.

2. 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.

	/s/ Anthony Newton	04/24/2026
	** 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 does CitroTech (CITR) General Counsel’s latest Form 4 report?

The Form 4 reports an indirect acquisition via conversion, not an open-market trade. A family trust associated with CitroTech’s General Counsel converted 50,000 Series C Convertible Preferred Stock into 166,667 common shares on April 21, 2026, and now holds those common shares indirectly.

How many CitroTech (CITR) preferred shares were converted and into how many common shares?

The filing shows 50,000 shares of Series C Convertible Preferred Stock converted into 166,667 shares of CitroTech common stock. The conversion used a 3.3333-to-1 ratio, as each preferred share is convertible into 3.3333 common shares under the terms described.

Who actually holds the CitroTech (CITR) common shares after this Form 4 conversion?

The 166,667 common shares are held by the NewShell Family Trust, not directly by the General Counsel. The trust is a family trust where the reporting person’s spouse is a trustee and beneficiary, and the reporting person reports only to the extent of pecuniary interest.

Did CitroTech (CITR) General Counsel buy or sell shares on the open market?

The filing does not show any open-market buying or selling. It records a conversion of 50,000 shares of Series C Convertible Preferred Stock into 166,667 common shares at a reported price of $0.00 per share, reflecting an internal securities conversion event.

What are the terms of CitroTech (CITR) Series C Convertible Preferred Stock mentioned in the Form 4?

Each share of Series C Convertible Preferred Stock is convertible at any time at the holder’s option into 3.3333 shares of common stock. The preferred stock has no expiration date, according to the footnote describing the security’s conversion features and duration.