CitroTech Inc. Amends Stockholder Board Nomination Rights

What Happened

• On September 14, 2026, CitroTech Inc. announced amendments to its Stock Exchange and Stockholders Agreements with BoltRock Holdings, LLC and TC Special Investments LLC. The amendments replace each counterparty’s explicit right to appoint a director with a right to designate one nominee for election to the board so long as the counterparty (and its affiliates/group members) beneficially owns at least a specified ownership threshold.
• The ownership threshold is defined as 1 divided by the total number of board seats (it adjusts automatically if the Board size changes). Nomination rights are subject to applicable legal and NYSE American LLC requirements and terminate if the ownership threshold is no longer met. The Amendments also permit a limited non‑voting board observer right when a party is entitled to designate a nominee but no nominee is serving.
• The company also made an investor presentation available on September 14, 2026 (filed as Exhibit 99.1).

Key Details

• Date of filing/Amendments: September 14, 2026.
• Counterparties: BoltRock Holdings, LLC and TC Special Investments LLC.
• New threshold formula: ownership >= 1 / (total number of board directorships) to retain nomination rights.
• Additional right: limited non‑voting board observer when a nominee is not serving; nomination rights terminate if threshold not met and are subject to NYSE American/legal requirements.

Why It Matters

• For investors, this changes how those two investors can influence board composition: they no longer have a guaranteed appointment but can nominate a director only while they hold a minimum ownership stake. That makes their board influence directly tied to their shareholding level.
• The automatic adjustment with Board size and the requirement that nominations comply with NYSE American and legal rules mean practical ability to place a director may be limited in some circumstances. Investors should review the filed Amendments and the investor presentation for more context on governance impact and any related corporate plans.