Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Resignations

On June 12, 2026, Theodore Ralston and Jeffery Pomerantz notified CitroTech Inc., a Wyoming corporation (the "Company"), of their resignations from the Company's board of directors (the "Board"), effective immediately. Neither Mr. Ralston's nor Mr. Pomerantz's resignations arose from or related to a dispute with management or the Board. The Company thanks Mr. Ralston and Mr. Pomerantz for their distinguished service on the Board.

Appointment of Director

On June17, 2026, upon the recommendation of the Board's nominating and corporate governance committee (the "Nominating Committee"), the Board appointed Michael Feigin to fill one of the two vacancies, effective immediately. The Nominating Committee has initiated a search to fill the remaining vacant Board position.

Michael Feigin

Mr. Feigin, 66, has more than 35 years of leadership experience in the construction and real estate industries. Since September 2020, he has served as President and Chief Executive Officer of JLA Consulting Group, LLC, a strategic consulting firm focused on innovation, risk management and operational improvement for construction industry companies. From February 2025 to February 2026, he served as Chief Executive Officer of MFB Insurance Company, Inc., a Hawaii-domiciled cell captive insurance company formed to underwrite fire risk for commercial and residential properties. From June 2014 to March 2020, Mr. Feigin served as Executive Vice President and Chief Construction Officer of AvalonBay Communities, Inc., where he led construction operations across 13 major markets in the United States.

Earlier in his career, Mr. Feigin held senior executive, legal and operational leadership positions at AECOM Technology Corp., Tishman Construction, Weeks Marine, Navigant Consulting, Marsh and Bovis Lend Lease Holdings, Inc. He has also served on a number of for-profit and non-profit boards, including currently as a member of the advisory board of Delta Consulting Group, a member of the board of directors of OnsiteIQ, Inc., and a trustee of the National Building Museum, where he serves as chair of the nominating and governance committee. Mr. Feigin holds a B.A. in Psychology from Yale University and a J.D. from Brooklyn Law School.

The Board believes that Mr. Feigin's extensive executive leadership experience in the construction and real estate industries, together with his experience in enterprise risk management, insurance and corporate governance, make him well qualified to serve as a director of the Company.

There are no arrangements or understandings between Mr. Feigin and any other person pursuant to which Mr. Feigin was selected as a director. There are no family relationships between Mr. Feigin and any of the Company's officers or directors. There are no transactions in which Mr. Feigin has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Feigin will receive compensation for service on the Board in accordance with the Company's non-executive director compensation policy.

Mr. Feigin has been appointed to the Board's audit committee and compensation committee, and will serve as chairman of the Nominating Committee.