[8-K] Clearfield, Inc. Reports Material Event

Rhea-AI Filing Summary

Clearfield (CLFD) announced board changes. The Board appointed Rebecca B. Seidel and Kathleen S. Skarvan as directors, effective December 10, 2025. Seidel will join the Audit and Compensation Committees, and Skarvan will join the Audit and Nominating and Corporate Governance Committees. Both will receive the Company’s standard director compensation as described in the 2025 proxy. Directors Charles N. Hayssen and Donald R. Hayward plan to retire at the Company’s 2026 annual meeting.

Insights

Corporate Governance Analyst

Board refresh: two directors appointed with committee roles; two directors plan to retire at the 2026 meeting. Governance impact appears neutral.

Clearfield, Inc. appointed Rebecca B. Seidel and Kathleen S. Skarvan to the board effective December 10, 2025. Seidel will join the Audit and Compensation Committees; Skarvan will join the Audit and Nominating & Corporate Governance Committees. Both will receive standard director compensation as described in the company’s 2025 proxy.

Two current directors, Charles N. Hayssen and Donald R. Hayward, notified the company they will retire when their terms end at the 2026 annual meeting. This points to an orderly refresh with continuity through 2026. The committee assignments suggest added support for audit oversight and pay governance, but the filing does not indicate changes to strategy or operations.

Items to watch: the effective onboarding on December 10, 2025, any changes in committee chair roles if later disclosed, and confirmation of the retirements at the 2026 annual meeting. The compensation framework remains as per the 2025 proxy, implying no immediate cost change from these appointments.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 28, 2025

_______________________________

CLEARFIELD, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Minnesota	000-16106	41-1347235
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7050 Winnetka Avenue North, Suite 100

Brooklyn Park, Minnesota 55428

(Address of Principal Executive Offices) (Zip Code)

(763) 476-6866

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CLFD	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On October 28, 2025, the Board of Directors (the “Board”) of Clearfield, Inc. (the “Company”) appointed Ms. Rebecca B. Seidel and Ms. Kathleen S. Skarvan to serve as directors of the Company, effective December 10, 2025. Ms. Seidel has been appointed to serve on the Board’s Audit Committee and Compensation Committee, effective December 10, 2025. Ms. Skarvan has been appointed to serve on the Board’s Audit Committee and Nominating and Corporate Governance Committee, effective December 10, 2025. In connection with their appointments, Ms. Seidel and Mr. Skarvan will be receiving the standard director compensation as referenced in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders.

On October 28, 2025, Charles N. Hayssen and Donald R. Hayward, directors of the Company, notified the Company of their decisions to retire from the Board when their terms expire effective as of the 2026 annual meeting of shareholders of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated October 29, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLEARFIELD, INC.
Date: October 29, 2025	By:	/s/ Cheryl Beranek
		Cheryl Beranek
		Chief Executive Officer

FAQ

What board changes did Clearfield (CLFD) announce?

Clearfield appointed Rebecca B. Seidel and Kathleen S. Skarvan as directors effective December 10, 2025, and noted two planned director retirements in 2026.

Which committees will the new Clearfield directors join?

Seidel will join the Audit and Compensation Committees; Skarvan will join the Audit and Nominating and Corporate Governance Committees.

When will the retiring Clearfield directors step down?

Directors Charles N. Hayssen and Donald R. Hayward plan to retire at the Company’s 2026 annual meeting.

What compensation will the new Clearfield directors receive?

They will receive the Company’s standard director compensation as referenced in the 2025 Annual Meeting proxy statement.

What is the effective date of the new director appointments at CLFD?

The effective date is December 10, 2025.

Did Clearfield disclose any financial results with this update?

No. The update concerns board appointments and planned retirements only.