CITR · CitroTech Inc. · Insider Trading

Represents shares of common stock purchased by BoltRock Holdings LLC ("BoltRock") in the Issuer's underwritten public offering of common stock at the public offering price of $2.5 per share.

The securities are held directly by BoltRock. Craig Huff is the managing member of BoltRock and also serves on the board of directors of the Issuer. As a result, BoltRock may be deemed a director of the Issuer by deputization. Mr. Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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.

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.

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.

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.

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.

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 of the Issuer. Series C Convertible Preferred Stock has no expiration date.

On May 28, 2026, the Issuer and BoltRock Holdings LLC ("BoltRock") entered into a Stock Exchange and Stockholders Agreement, pursuant to which BoltRock exchanged 302,526 shares of Series A Preferred Stock for 103,558 shares of Series C Convertible Preferred Stock for no additional consideration.

The securities are held directly by BoltRock. Craig Huff is the managing member of BoltRock and also serves on the board of directors of the Issuer. As a result, BoltRock may be deemed a director of the Issuer by deputization. Mr. Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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).

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.

On May 28, 2026, the Issuer and BoltRock Holdings LLC ("BoltRock") entered into a Stock Exchange and Stockholders Agreement, pursuant to which BoltRock exchanged 302,526 shares of Series A Preferred Stock for 103,558 shares of Series C Convertible Preferred Stock for no additional consideration.

The securities are held directly by BoltRock. Craig Huff is the managing member of BoltRock and also serves on the board of directors of the Issuer. As a result, BoltRock may be deemed a director of the Issuer by deputization. Mr. Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

The 10% Senior Secured Convertible Promissory Note (the "Note") was convertible, in whole but not in part, into shares of Common Stock at a conversion price of $2.40 per share, based on the outstanding principal amount plus all accrued and unpaid interest, at the Reporting Person's election or automatically upon the occurrence of certain events tied to the trading price of the Common Stock. The reported amount includes shares of Common Stock issuable upon the conversion of interest accruing at a rate of 10% per annum, payable in kind. The maturity date of the Note was extended to April 28, 2026, on February 27, 2026.

The securities are held directly by BoltRock Holdings LLC ("BoltRock"). Craig Huff is the managing member of BoltRock. Mr. Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

The 10% Senior Secured Convertible Promissory Note (the "Note") was convertible, in whole but not in part, into shares of Common Stock at a conversion price of $2.40 per share, based on the outstanding principal amount plus all accrued and unpaid interest, at the Reporting Person's election or automatically upon the occurrence of certain events tied to the trading price of the Common Stock. The reported amount includes shares of Common Stock issuable upon the conversion of interest accruing at a rate of 10% per annum, payable in kind. The maturity date of the Note was extended to April 28, 2026, on February 27, 2026.

The securities are held directly by BoltRock Holdings LLC ("BoltRock"). Craig Huff is the managing member of BoltRock. Mr. Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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.

These shares are held directly by the NewShell Family Trust (the "Trust"), a family trust of which the reporting person's spouse is a trustee and beneficiary. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein.

These shares are held directly by the NewShell Family Trust (the "Trust"), a family trust of which the reporting person's spouse is a trustee and beneficiary. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein.

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.

In connection with the extension of the Note held by the Reporting Person, the Issuer issued the Reporting Person a warrant to purchase 46,250 shares of Common Stock at an exercise price of $3.00 per share. The warrant has a five-year term commencing on its date of issuance.

The securities are held directly by BoltRock Holdings LLC ("BoltRock"). Craig Huff is the managing member of BoltRock. Mr. Huff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Represents a compensatory grant of 41,667 shares of the Issuer's common stock for Mr. Huff's service as a member of the Issuer's board of directors.

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.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

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.

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.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

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.

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.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

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.

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.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

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.

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.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

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.

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, at $6 per share.

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.

On October 21, 2025, the Reporting Person entered into a securities purchase agreement (the "Securities Purchase Agreement") with the Issuer, pursuant to which the Reporting Person purchased 3,339 shares of Series C Convertible Preferred Stock (the "Series C Shares") for an aggregate purchase price of $50,080 ($15.00 per Series C Share).

The securities reported in Column 5 of Table I are shares of common stock underlying restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock, subject to the applicable vesting schedule and conditions of the applicable RSU award. The 300,000 RSUs reported in Column 5 vest with one-fourth of the RSUs vested on October 1, 2026 and the remaining three-fourths vesting equally on a monthly basis over the following 36 months until fully vested on October 1, 2029.

The securities reported in Column 5 of Table I are shares of common stock underlying RSUs. Each RSU represents a contingent right to receive one share of common stock, subject to the applicable vesting schedule and conditions of the applicable RSU award. The 300,000 RSUs reported in Column 5 vest in four annual installments, with up to one-fourth of the RSUs vesting on each anniversary of October 1, 2025, subject to the reporting person's continued service with the Issuer through each applicable vesting date and achievement of annual KPIs mutually agreed upon between the reporting person and the Issuer.

The securities reported in Column 5 of Table I are shares of common stock underlying RSUs. Each RSU represents a contingent right to receive one share of common stock, subject to the applicable vesting schedule and conditions of the applicable RSU award. The 300,000 RSUs reported in Column 5 vest in four installments upon achieving certain market capitalization thresholds and are subject to the reporting person's continued service with the Issuer through each applicable vesting date.

75,000 RSUs vest for the reporting person when the Issuer's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $150,000,000. 75,000 RSUs vest for the reporting person when the Issuer's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $200,000,000. 75,000 RSUs vest for the reporting person when the Issuer's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $250,000,000. 75,000 RSUs vest for the reporting person when the Issuer's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $300,000,000.

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.

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.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

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.

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 3,334 shares of Series C Convertible Preferred Stock (the "Series C Shares") for an aggregate purchase price of $50,010 ($15.00 per Series C Share).

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.

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).

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.

Reflects the amount of securities beneficially owned following the reported transaction.

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.

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.

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.

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 26,667 shares of Series C Convertible Preferred Stock (the "Series C Shares") for an aggregate purchase price of $400,000 ($15.00 per Series C Share).

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.

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 333 shares of Series C Convertible Preferred Stock (the "Series C Shares") for an aggregate purchase price of $4,995 ($15.00 per Series C Share).

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.

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.

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.

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.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

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.

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.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

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.

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.

Represents shares of Series C Convertible Preferred Stock issued to the Reporting Person pursuant to an adjustment under the March 2025 Share Purchase Agreement to offset dilution from subsequent equity issuances.

The securities reported in Column 5 of Table I are restricted stock units ("RSU"). Each RSU represents a contingent right to receive one share of common stock, subject to the applicable vesting schedule and conditions of the applicable RSU award. The 150,000 RSUs reported in Column 5 vest in equal quarterly installments and are scheduled to vest in full on June 27, 2029, subject to the reporting person's continued service with the Issuer through each applicable vesting date.

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.

These shares are held directly by the Newshell Family Trust (the "Trust"), a family trust of which the reporting person's spouse is a trustee and beneficiary. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein.

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.

TC Special Investments LLC transferred 50,000 shares of Series C Convertible Preferred Stock to two third parties for no consideration paid.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

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.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

These shares were held by the reporting person's spouse, Janis Ralston.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

These shares were held by the reporting person's spouse, Janis Ralston.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

These shares were held by the reporting person's spouse, Janis Ralston.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

These shares were held by the reporting person's spouse, Janis Ralston.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

These shares were held by the reporting person's spouse, Janis Ralston.

TC Special Investments LLC transferred 302,526 shares of Series A Preferred Stock in a private transaction to a third party investor for which no consideration was paid, and which was transferred to the third party together with 400,000 shares of Series C Preferred, for which $8.00 per share was paid. The Series A Preferred Stock is not convertible. Each share of the Series A Preferred Stock is entitled to vote 1,000 votes per share.

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.

Reflects the amount of securities beneficially owned following the reported transaction.

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.