CitroTech Inc.

Item 1.01 Entry into a Material Definitive Agreement. On September 14, 2026, CitroTech Inc., a Wyoming corporation (the “Company”), entered into an Amendment No. 1 to Stock Exchange and Stockholders Agreement with each of BoltRock Holdings, LLC and TC Special Investments LLC (together, the “Amendments”). The Amendments amend the respective Stock Exchange and Stockholders Agreements, each dated May 28, 2026, between the Company and the applicable counterparty. The Amendments replace each counterparty’s right to appoint a member of the Company’s board of directors (the “Board”) with a right to designate one individual as a nominee for election to the Board for so long as the counterparty and its applicable affiliates and group members beneficially own voting securities representing at least a percentage of the total voting power of the Company’s outstanding voting securities equal to one divided by the total number of directorships constituting the entire Board. The applicable ownership threshold adjusts automatically upon a change in the size of the Board. Each nomination right is subject to the terms and conditions of the applicable Amendment, including applicable legal and NYSE American LLC requirements, and terminates permanently if the applicable ownership threshold is no longer satisfied. The Amendments also provide a limited right to designate a non-voting Board observer when the applicable counterparty is entitled to designate a nominee but no nominee designated by that counterparty is serving on the Board. The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure. On September 14, 2026, the Company made an investor presentation available upon request through its website. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. The Company may use the investor presentation, in whole or in part, in meetings with investors, analysts and other interested parties. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.