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Form 4 CitroTech Inc. For: May 28 Filed by: Ralston Theodore

June 1, 2026 9:03 PM
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
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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).
1. Name and Address of Reporting Person *
Ralston Theodore
(Last) (First) (Middle)
6400 S. FIDDLERS GREEN CIR.
SUITE 300
(Street)
GREENWOOD VILLAGE CO 80111
(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026
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 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 05/29/2026 C (1) 44,447 A (1) 215,703 D
Common Stock, par value $0.0001 05/29/2026 G 105,000 D $ 0 (2) 2,174,328 I (2) By virtue of sole member of TC Special Investments LLC
Common Stock, par value $0.0001 05/29/2026 J (3) 600,000 D (3) 1,574,328 I (2) By virtue of sole member of TC Special Investments LLC
Common Stock, par value $0.0001 390,604 I By spouse
Series A Preferred Stock, par value $0.0001 05/28/2026 D (4) 1,364,141 D (4) 0 I (2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock, par value $0.0001 (1) 05/29/2026 C (1) 13,334 (1) (1) Common Stock 44,447 (1) 0 D
Explanation of Responses:
1. 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.
2. 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.
3. The shares reported in this transaction were disposed of pursuant to the terms of a settlement agreement resolving litigation, at a price of $0.28 per share.
4. On May 28, 2026, the Issuer and TC Special Investments LLC entered into a Stock Exchange and Stockholder Agreement (the "TCSI Exchange Agreement"), pursuant to which the Issuer reacquired 1,364,141 shares of Series A Preferred Stock from TC Special Investments LLC. Under the TCSI Exchange Agreement, the Issuer agreed to issue 467,012 shares of Series C Convertible Preferred Stock to TC Special Investments LLC on the date that is 18 months after closing, or earlier in connection with a change of control of the Issuer (which, as defined in the TCSI Exchange Agreement, includes the appointment of Theodore S. Ralston to the Issuer's board of directors).
/s/ Theodore Ralston 06/01/2026
** 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.
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