SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

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

ANNUAL 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

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

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)

2200 ALLENTOWN ROAD

(Street)

LIMA

45805

(City)

(State)

(Zip)

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

5. 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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2025

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

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 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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001	03/12/2025		P4	167⁽²⁾	A	$7.32⁽²⁾	410,868⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/12/2025		P4	21⁽²⁾	A	$7.44⁽²⁾	410,889⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/12/2025		P4	17⁽²⁾	A	$8.28⁽²⁾	410,906⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/13/2025		P4	17⁽²⁾	A	$7.08⁽²⁾	410,923⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/13/2025		P4	17⁽²⁾	A	$7.05⁽²⁾	410,940⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/14/2025		P4	417⁽²⁾	A	$6.54⁽²⁾	411,357⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/14/2025		P4	167⁽²⁾	A	$6.6⁽²⁾	411,524⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/14/2025		P4	42⁽²⁾	A	$7.44⁽²⁾	411,566⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/14/2025		P4	25⁽²⁾	A	$6.78⁽²⁾	411,591⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/14/2025		P4	14⁽²⁾	A	$7.32⁽²⁾	411,605⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/17/2025		S4	4,167⁽²⁾	D	$7.5⁽²⁾	407,438⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/17/2025		S4	4,167⁽²⁾	D	$7.5⁽²⁾	403,271⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/17/2025		S4	4,150⁽²⁾	D	$7.5⁽²⁾	399,121⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/17/2025		S4	1,083⁽²⁾	D	$7.5⁽²⁾	398,038⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/17/2025		S4	17⁽²⁾	D	$7.56⁽²⁾	398,021⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/17/2025		P4	17⁽²⁾	A	$7.8⁽²⁾	398,038⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/17/2025		P4	17⁽²⁾	A	$7.44⁽²⁾	398,055⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/18/2025		S4	4,167⁽²⁾	D	$7.5⁽²⁾	393,888⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/18/2025		S4	5,000⁽²⁾	D	$7.5⁽²⁾	388,888⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/18/2025		P4	867⁽²⁾	A	$7.14⁽²⁾	389,755⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/18/2025		P4	133⁽²⁾	A	$7.2⁽²⁾	389,888⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/18/2025		P4	50⁽²⁾	A	$7.5⁽²⁾	389,938⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/18/2025		P4	50⁽²⁾	A	$7.26⁽²⁾	389,988⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/18/2025		P4	33⁽²⁾	A	$7.26⁽²⁾	390,021⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/18/2025		P4	33⁽²⁾	A	$7.2⁽²⁾	390,054⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/18/2025		P4	17⁽²⁾	A	$7.32⁽²⁾	390,071⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/19/2025		P4	333⁽²⁾	A	$7.02⁽²⁾	390,404⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/19/2025		P4	83⁽²⁾	A	$7.5⁽²⁾	390,487⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Common Stock, par value $0.0001	03/19/2025		P4	33⁽²⁾	A	$7.2⁽²⁾	390,520⁽¹⁾⁽²⁾	I⁽³⁾	By Spouse
Series A Preferred Stock, par value $0.0001	03/18/2025		J4⁽⁵⁾	302,526⁽²⁾⁽⁵⁾	D	$0⁽²⁾⁽⁵⁾	1,364,141⁽¹⁾⁽²⁾	I⁽⁴⁾	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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Convertible Preferred Stock, par value $0.0001	⁽⁶⁾	03/15/2025		4J⁽⁶⁾	150,000		⁽⁶⁾	⁽⁶⁾	Common Stock	500,000⁽²⁾	⁽⁶⁾	1,100,000⁽¹⁾	I⁽⁴⁾	By virtue of sole member of TC Special Investments LLC
Series C Convertible Preferred Stock, par value $0.0001	⁽⁷⁾	03/18/2025		4J⁽⁷⁾		400,000	⁽⁷⁾	⁽⁷⁾	Common Stock	1,333,333⁽²⁾	$8⁽⁷⁾	700,000⁽¹⁾	I⁽⁴⁾	By virtue of sole member of TC Special Investments LLC

Explanation of Responses:

1. Reflects the amount of securities beneficially owned following the reported transaction.

2. All amounts and prices in this Form 5 have been adjusted to reflect the 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 shares were held by the reporting person's spouse, Janis Ralston.

4. 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.

5. TC Special Investments LLC transferred 302,526 shares of Series A Preferred Stock in a private transaction to a third party investor for which no consideration was paid, and which was transferred to the third party together with 400,000 shares of Series C Preferred, for which $8.00 per share was paid. The Series A Preferred Stock is not convertible. Each share of the Series A Preferred Stock is entitled to vote 1,000 votes per share.

6. These shares were issued to the reporting person by the issuer as stock based compensation accounting valued at $2,103,600. 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.

7. TC Special Investments LLC transferred 400,000 shares of Series C Convertible Preferred Stock in a private transaction to a third party investor for cash. 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.

Remarks:

As of December 31, 2025, the reporting person held (i) directly 171,256 shares of the issuer's common stock, (ii) indirectly through his spouse 390,553 shares of the issuer's common stock, (iii) indirectly through TC Special Investments LLC 2,279,328 shares of the issuer's common stock, (iv) indirectly through TC Special Investments LLC 1,364,141 shares of the issuer's Series A Preferred Stock, which is not convertible, (v) directly 22,224 of the issuer's common stock warrants, which are exercisable into 22,224 shares of the issuer's common stock, and (vi) directly 13,334 of the issuer's Series C Convertible Preferred Stock, which is convertible into 44,447 shares of the issuer's common stock. 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. This Form 5 reports a portion of the reportable transactions for the reporting person for the year ended December 31, 2025. Additional Form 5 filings reporting the remaining transactions for such period have been or will be filed. On February 11, 2026, the reporting person voluntarily disgorged to the issuer $96,257.00 in realized short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.

	/s/ Theodore Ralston	02/17/2026
	** Signature of Reporting Person	Date
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SEC Form 5 filed by Ralston Theodore