Ralston Theodore 4

What Happened

• Ralston Theodore, reported as a 10% owner of CitroTech (CITR), reported multiple transactions on May 28–29, 2026. The largest item: the issuer reacquired 1,364,141 shares of Series A Preferred Stock from TC Special Investments LLC (an entity controlled by Theodore) pursuant to a Stock Exchange and Stockholder Agreement. Other reported moves: a gift of 105,000 shares (disposed), an Other disposition of 600,000 shares, conversion(s) of Series C convertible preferred into common stock resulting in an acquisition of 44,447 common shares, and a derivative conversion disposition of 13,334 shares. Some disposals were made in connection with a settlement (see Key Details).
• Prices/values: the filing notes a $0.28 per‑share price for one of the disposals under a settlement agreement (filing footnote). No aggregate total holdings after the transactions are provided in the material you supplied.

Key Details

• Transaction dates: May 28, 2026 (issuer reacquisition) and May 29, 2026 (gift, conversions, other dispositions).
• Reported transactions (summary): D: 1,364,141 Series A Preferred reacquired by the issuer; G: 105,000 shares gifted; J: 600,000 shares other disposition; C: conversion resulting in +44,447 common shares acquired; C (derivative): 13,334 shares disposed (derivative).
• Price information: one disposal was made pursuant to a settlement at $0.28 per share (per filing footnote). The gift was reported at $0.00. Other specific per‑share consideration for some items was not stated.
• Footnotes of note:
  • F1: Series C Convertible Preferred converts into common at 3.3333 common shares per preferred share (no expiration).
  • F2: Shares involved are held by TC Special Investments LLC, of which Theodore is sole member and has voting/dispositive control.
  • F4: Under the TCSI Exchange Agreement, the issuer agreed to issue 467,012 shares of Series C Convertible Preferred to TC Special Investments LLC 18 months after closing (or earlier on a change of control, which includes Theodore’s appointment to the board).
• Shares owned after transaction: not specified in the provided excerpt.
• Filing timeliness: no late‑filing flag was included in the information you provided.

Context

• Conversion explanation: the conversions noted are of preferred convertible securities into common stock per the Series C conversion rate (3.3333:1). Conversions differ from open‑market purchases and represent a change in security form rather than a market buy.
• Gift note: the 105,000‑share gift is a non‑cash transfer and does not necessarily reflect buying or selling sentiment.
• 10% owner status: as a 10% owner controlling TC Special Investments LLC, these moves reflect transactions by a major stakeholder rather than routine executive open‑market trades.