Sec Form 5 Filing - Conboy Stephen @ CitroTech Inc. - 2025-12-31-05:00

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Conboy Stephen 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) Chief Technology Officer (Last) (First) (Middle) 6400 S. FIDDLERS GREEN CIR., SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 12/31-05:00/2025 (Street) GREENWOOD VILLAGE, CO80111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/22-05:00/2025 C( 1 ) 1,833,334 A $ 0 2,483,334 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 1 ) 03/18-05:00/2025 S( 2 ) 250,000 ( 1 ) ( 1 ) Common Stock 833,334 ( 2 ) 550,000 D Series C Convertible Preferred Stock ( 1 ) 08/22-05:00/2025 C 550,000 ( 1 ) ( 1 ) Common Stock 1,833,334 ( 1 ) 0 D Series C Convertible Preferred Stock ( 1 ) 09/30-05:00/2025 P 667 ( 1 ) ( 1 ) Common Stock 2,223 ( 3 ) 667 D Warrants $ 6 09/30-05:00/2025 P 1,112 ( 4 ) 09/30-05:00/2030 Common Stock 1,112 ( 5 ) 1,112 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Conboy Stephen 6400 S. FIDDLERS GREEN CIR. SUITE 300 GREENWOOD VILLAGE, CO80111 Chief Technology Officer Signatures /s/ Stephen Conboy 02/18-05:00/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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, par value $0.0001 per share, of the Issuer. The Series C Convertible Preferred Stock has no expiration date. ( 2 )On March 17, 2025, the reporting person entered into a securities purchase with BoltRock Holdings LLC ("BoltRock"), pursuant to which the reporting person sold 250,000 shares of Series C Convertible Preferred Stock for an aggregate purchase price of $2,000,000. ( 3 )On September 30, 2025, the reporting person entered into a securities purchase agreement (the "Securities Purchase Agreement") with the Issuer, pursuant to which the reporting person purchased 667 shares of Series C Convertible Preferred Stock (the "Series C Shares") for an aggregate purchase price of $10,005 ($15.00 per Series C Share). ( 4 )The Warrant is exercisable at any time by the reporting person prior to its expiration. ( 5 )In connection with the execution of the Securities Purchase Agreement, the reporting person also executed a common stock purchase warrant agreement (the "Warrant Agreement"), pursuant to which the Issuer issued a warrant to the reporting person. The Warrant Agreement entitles the reporting person to purchase from the Issuer up to 50% of the number of shares of Common Stock issuable upon full conversion of all the Series C Shares purchased by the Reporting Person, subject to the terms and conditions of the Warrant Agreement.

Remarks: All figures reflect the Issuer's 1-for-6 reverse stock split effective August 27, 2025.

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).

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