CitroTech Inc.

02/18/2026 | Press release | Distributed by Public on 02/18/2026 15:49

Annual Statement of Changes in Beneficial Ownership (Form 5)

FORM 5
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
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
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden hours per response... 1.0
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
_____ Officer (give title below) _____ Other (specify below)
Chief Technology Officer /
(Last) (First) (Middle)
6400 S. FIDDLERS GREEN CIR. , SUITE 300
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
2025-12-31-05:00
(Street)
GREENWOOD VILLAGE CO 80111
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
(A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

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 2026-02-18-05:00
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
CitroTech Inc. published this content on February 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 18, 2026 at 21:49 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]