CitroTech Inc.·4

Jun 1, 6:10 PM ET

HUFF CRAIG A 4

Research Summary

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Updated

CitroTech (CITR) 10% Owner Craig Huff Exchanges Preferred Shares

What Happened

  • Craig A. Huff (managing member of BoltRock Holdings LLC and a CitroTech director; reported as a 10% owner entity) effected an exchange on May 28, 2026 in which BoltRock transferred 302,526 shares of Series A Preferred Stock and received 103,558 shares of Series C Convertible Preferred Stock. No cash changed hands; the exchange was made under a Stock Exchange and Stockholders Agreement with the issuer.
  • The newly acquired Series C Convertible Preferred is a derivative security convertible, at the holder’s option, into 3.3333 common shares per preferred share, implying the 103,558 Series C shares could convert into roughly 345,190 common shares. Series C has no expiration date.

Key Details

  • Transaction date: 2026-05-28; Form 4 filed: 2026-06-01 (filed within the SEC’s two-business-day window).
  • Reported transactions: Disposition (D) of 302,526 Series A Preferred; Acquisition (A, derivative) of 103,558 Series C Convertible Preferred. Prices reported as N/A; exchange was for no additional consideration (per footnote).
  • Shares owned after transaction: the filing shows BoltRock holds 103,558 Series C Convertible Preferred; the report does not state Mr. Huff’s separate, direct common-stock holdings. Mr. Huff disclaims beneficial ownership except to the extent of his pecuniary interest (BoltRock holds the securities).
  • Notable footnotes: F1 describes the Stock Exchange and Stockholders Agreement effecting the swap; F2 notes BoltRock is the direct holder and Mr. Huff’s managing-member/board role; F3 states the Series C conversion rate (3.3333:1) and that Series C has no expiration.

Context

  • This was an in-kind exchange of preferred securities by an affiliate (BoltRock), not an open-market buy or sale of common shares. For 10% owners and affiliated entities, these transactions often reflect corporate capital structure changes rather than personal trading decisions. The derivative Series C preferred can be converted into common shares at the holder’s discretion, which could increase potential common share dilution if converted.