Sec Form 5 Filing - Ralston Theodore @ CitroTech Inc.

Insider filing report for Changes in Beneficial Ownership

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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

Ralston Theodore

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

(Last)

(First)

(Middle)

2200 ALLENTOWN ROAD

3. Date of Earliest Transaction (MM/DD/YY)
12/31/2025

(Street)

LIMA, OH45805

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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	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	02/13/2025		P		17 ^{( 2 )}	A	$ 4.68 ^{( 2 )}	436,348 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		S		1,667 ^{( 2 )}	D	$ 3.06 ^{( 2 )}	434,681 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		S		1,389 ^{( 2 )}	D	$ 3.36 ^{( 2 )}	433,292 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		S		833 ^{( 2 )}	D	$ 4.14 ^{( 2 )}	432,459 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		S		850 ^{( 2 )}	D	$ 3 ^{( 2 )}	431,609 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		S		732 ^{( 2 )}	D	$ 3 ^{( 2 )}	430,877 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		S		167 ^{( 2 )}	D	$ 3.96 ^{( 2 )}	430,710 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		3,333 ^{( 2 )}	A	$ 4.2 ^{( 2 )}	434,043 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		1,333 ^{( 2 )}	A	$ 4.2 ^{( 2 )}	435,376 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		833 ^{( 2 )}	A	$ 4.2 ^{( 2 )}	436,209 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		833 ^{( 2 )}	A	$ 4.2 ^{( 2 )}	437,042 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		795 ^{( 2 )}	A	$ 3.54 ^{( 2 )}	437,837 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		583 ^{( 2 )}	A	$ 4.2 ^{( 2 )}	438,420 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		500 ^{( 2 )}	A	$ 4.14 ^{( 2 )}	438,920 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		333 ^{( 2 )}	A	$ 4.2 ^{( 2 )}	439,253 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		333 ^{( 2 )}	A	$ 4.2 ^{( 2 )}	439,586 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		250 ^{( 2 )}	A	$ 4.2 ^{( 2 )}	439,836 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		233 ^{( 2 )}	A	$ 4.14 ^{( 2 )}	440,069 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		208 ^{( 2 )}	A	$ 4.08 ^{( 2 )}	440,277 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		167 ^{( 2 )}	A	$ 4.2 ^{( 2 )}	440,444 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		167 ^{( 2 )}	A	$ 4.2 ^{( 2 )}	440,611 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		167 ^{( 2 )}	A	$ 4.14 ^{( 2 )}	440,778 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		167 ^{( 2 )}	A	$ 4.14 ^{( 2 )}	440,945 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		150 ^{( 2 )}	A	$ 4.26 ^{( 2 )}	441,095 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		33 ^{( 2 )}	A	$ 4.02 ^{( 2 )}	441,128 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		17 ^{( 2 )}	A	$ 4.5 ^{( 2 )}	441,145 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/18/2025		P		17 ^{( 2 )}	A	$ 4.44 ^{( 2 )}	441,162 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/19/2025		P		167 ^{( 2 )}	A	$ 4.38 ^{( 2 )}	441,329 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/19/2025		P		17 ^{( 2 )}	A	$ 4.56 ^{( 2 )}	441,346 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse
Common Stock, par value $0.0001	02/20/2025		P		17 ^{( 2 )}	A	$ 4.14 ^{( 2 )}	441,363 ^{( 1 )} ^{( 2 )}	I ^{( 3 )}	By Spouse

**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

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ralston Theodore 2200 ALLENTOWN ROAD LIMA, OH45805		X		SEE REMARKS BELOW

**Signatures**
/s/ Theodore Ralston		02/17/2026
Signature of Reporting Person		Date

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.

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.

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.

Sec Form 5 Filing - Ralston Theodore @ CitroTech Inc. - 2025-12-31