SCHEDULE: CitroTech Inc. Shareholder Discloses 9.82% Stake

Theodore Ralston has amended his Schedule 13D filing to report beneficial ownership of 2,202,859 shares of CitroTech Inc. common stock, representing approximately 9.82% of the outstanding shares.

Summary

• Theodore Ralston, a director of CitroTech Inc., has filed an amended Schedule 13D, disclosing beneficial ownership of 2,202,859 shares of common stock.
• This holding represents approximately 9.82% of the company's outstanding common stock, based on 22,424,083 shares.
• The shares are held directly, through his spouse, and via TC Special Investments LLC (TCSI).
• The filing also notes the exercise of warrants and conversion of preferred stock contributing to the total share count.
• A recent transaction involved the Issuer reacquiring 1,364,141 shares of Series A Preferred Stock from TCSI on May 28, 2026.
• Ralston converted 13,334 shares of Series C Convertible Preferred Stock into 44,447 shares of Common Stock on May 29, 2026.
• Additionally, on May 29, 2026, 105,000 shares held by TCSI were gifted to family members, and 600,000 shares held by TCSI were transferred pursuant to a settlement agreement at $0.28 per share.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, reflecting ongoing investment activity and reporting by a key insider rather than a significant change in company performance or strategy.

Positives

• Theodore Ralston, a director, has a significant beneficial ownership stake of 9.82% in CitroTech Inc., indicating a strong alignment of interest with the company.
• The filing details the conversion of preferred stock and exercise of warrants, suggesting active management of holdings and potential for increased equity participation.
• The settlement of litigation through the transfer of shares at a defined price ($0.28 per share) resolves a legal matter.

Negatives

• The transfer of 600,000 shares held by TCSI pursuant to a settlement agreement at $0.28 per share may indicate a resolution of a dispute that could have had negative implications.
• The gifting of 105,000 shares to family members reduces the direct holdings of TCSI, though the ultimate beneficial ownership may remain within the Ralston family.

Risks

• The filing does not explicitly mention any new or escalating risks beyond standard investment considerations.
• Potential future transactions, such as acquisitions or dispositions of securities, are not detailed, leaving the future strategic direction of Ralston's holdings open to interpretation.

Future Outlook

Theodore Ralston intends to continuously evaluate his holdings in CitroTech Inc. and may acquire or dispose of securities from time to time in the open market or through privately negotiated transactions. No specific plans for extraordinary corporate transactions, asset sales, management changes, or capitalization changes are currently disclosed.

Management Comments

• The Reporting Person holds the securities of the Issuer for general investment purposes.
• The Reporting Person intends to evaluate his holdings in the Issuer on a continuous basis.
• Subject to all relevant securities law provisions, the Reporting Person may acquire or dispose of securities of the Issuer from time to time in the open market or in privately negotiated transactions with third parties.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are crucial for understanding significant shifts in beneficial ownership, particularly when a holder crosses the 5% threshold or makes substantial changes to their stake. This filing by a director indicates a substantial personal and affiliated investment in CitroTech Inc., which can signal confidence or a strategic interest in the company's direction.

Legal Proceedings

• A settlement agreement was reached, resulting in the transfer of 600,000 shares of Common Stock held by TCSI at a price of $0.28 per share.

Related Party Transactions

• The Issuer reacquired 1,364,141 shares of Series A Preferred Stock from TCSI (an entity associated with the Reporting Person) on May 28, 2026.
• The Issuer agreed to issue 467,012 shares of Series C Convertible Preferred Stock to TCSI on the date that is 18 months after May 28, 2026, or earlier in connection with a change of control.
• 105,000 shares of Common Stock held by TCSI were transferred to certain family members as gifts on May 29, 2026.
• 600,000 shares of Common Stock held by TCSI were transferred pursuant to a settlement agreement resolving litigation on May 29, 2026.

Stakeholder Impact

• Shareholders: The filing provides transparency on a significant shareholder's stake and potential future trading activity, which can influence market perception.
• Creditors: No direct impact mentioned.
• Employees: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Customers: No direct impact mentioned.

Next Steps

• Theodore Ralston will continue to monitor and potentially adjust his holdings in CitroTech Inc.
• The Issuer is obligated to issue 467,012 shares of Series C Convertible Preferred Stock to TCSI within 18 months of May 28, 2026, or earlier upon a change of control.

Key Dates

Keywords

Schedule 13D, CitroTech Inc., Theodore Ralston, Beneficial Ownership, Common Stock, Preferred Stock, Warrants, TC Special Investments LLC, SEC Filing, Shareholder