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FORM 5
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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).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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Estimated average burden hours per response...
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1.0
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1. Name and Address of Reporting Person *
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Ralston Theodore
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2. Issuer Name and Ticker or Trading Symbol
CitroTech Inc. [CITR]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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President & CEO / SEE REMARKS BELOW
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(Last)
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(First)
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(Middle)
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2200 ALLENTOWN ROAD
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3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
2025-12-31
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4. If Amendment, Date Original Filed (Month/Day/Year)
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6. Individual or Join/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ralston Theodore
2200 ALLENTOWN ROAD
LIMA, OH45805
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X
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X
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President & CEO
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SEE REMARKS BELOW
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Signatures
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/s/ Theodore Ralston
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2026-02-17
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Reflects the amount of securities beneficially owned following the reported transaction.
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(2)
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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.
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(3)
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These shares were held by the reporting person's spouse, Janis Ralston.
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(4)
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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.
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(5)
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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.
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(6)
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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.
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(7)
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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.
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(8)
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TC Special Investments LLC transferred 50,000 shares of Series C Convertible Preferred Stock to two third parties for no consideration paid.
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(9)
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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).
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(10)
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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.
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