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

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) X __ Director X __ 10% Owner X __ Officer (give title below) X __ Other (specify below) President & CEO/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) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 171,256 ( 2 ) D Common Stock, par value $0.0001 03/20/2025 P 50 ( 2 ) A $ 7.44 ( 2 ) 390,570 ( 1 ) ( 2 ) I ( 3 ) By Spouse Common Stock, par value $0.0001 03/20/2025 P 33 ( 2 ) A $ 7.38 ( 2 ) 390,603 ( 1 ) ( 2 ) I ( 3 ) By Spouse Common Stock, par value $0.0001 08/22/2025 C 1,666,667 ( 2 ) A $ 0 ( 2 ) ( 5 ) 1,741,665 ( 1 ) ( 2 ) I ( 4 ) By virtue of sole member of TC Special Investments LLC Common Stock, par value $0.0001 12/16/2025 C 500,000 ( 2 ) A $ 0 ( 2 ) ( 5 ) 2,241,665 ( 1 ) ( 2 ) I ( 4 ) By virtue of sole member of TC Special Investments LLC Common Stock, par value $0.0001 12/16/2025 C 292,663 ( 2 ) A $ 2.16 ( 2 ) ( 6 ) 2,534,328 ( 1 ) ( 2 ) I ( 4 ) By virtue of sole member of TC Special Investments LLC Common Stock, par value $0.0001 12/24/2025 J( 7 ) 255,000 ( 2 ) D $ 0 ( 2 ) ( 7 ) 2,279,328 ( 1 ) ( 2 ) I ( 4 ) By virtue of sole member of TC Special Investments LLC Series A Preferred Stock, par value $0.0001 1,364,141 ( 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 (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, par value $0.0001 ( 5 ) 04/01/2025 J( 8 ) 50,000 ( 5 ) ( 5 ) Common Stock 166,667 ( 2 ) $ 0 ( 8 ) 650,000 ( 1 ) I ( 4 ) By virtue of sole member of TC Special Investments LLC Series C Convertible Preferred Stock, par value $0.0001 ( 5 ) 08/22/2025 C 500,000 ( 5 ) ( 5 ) Common Stock 1,666,667 ( 2 ) ( 5 ) 150,000 ( 1 ) I ( 4 ) By virtue of sole member of TC Special Investments LLC Series C Convertible Preferred Stock, par value $0.0001 ( 5 ) 09/30/2025 P( 9 ) 13,334 ( 5 ) ( 5 ) Common Stock 44,447 ( 2 ) $ 15 ( 9 ) 163,334 ( 1 ) D Warrants $ 6 09/30/2025 P( 10 ) 0 ( 10 ) 09/30/2025 09/30/2030 Common Stock 22,224 ( 2 ) ( 10 ) 22,224 ( 1 ) D Series C Convertible Preferred Stock, par value $0.0001 ( 5 ) 12/16/2025 C 150,000 ( 5 ) ( 5 ) Common Stock 500,000 ( 2 ) ( 5 ) 13,334 ( 1 ) I ( 4 ) By virtue of sole member of TC Special Investments LLC Convertible note $ 2.16 12/16/2025 C 632,150 ( 6 ) ( 6 ) ( 6 ) Common Stock 292,663 ( 2 ) $ 2.16 ( 6 ) 0 ( 1 ) I ( 4 ) By virtue of sole member of TC Special Investments LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ralston Theodore 2200 ALLENTOWN ROAD LIMA, OH45805 X X President & CEO 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. ( 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 )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. ( 6 )The convertible note with a principal balance of $576,693 and $55,457 accrued interest, was fully converted at $2.16, for 292,663 shares of common stock. ( 7 )TC Special Investments LLC transferred 255,000 shares of common stock in a private transaction transfer to a third party for which no consideration was paid. ( 8 )TC Special Investments LLC transferred 50,000 shares of Series C Convertible Preferred Stock to two third parties for no consideration paid. ( 9 )The reporting person purchased 13,334 shares of Series C Preferred and 22,224 warrants, in a PIPE offering for cash paid of $200,010 ($15.00 per Series C Share). ( 10 )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. The Warrant is exercisable at any time by the Reporting Person prior to its expiration.

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 390,603 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).

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