Clearfield COO receives stock from performance unit vesting, shares withheld for taxes

Rhea-AI Filing Summary

Clearfield, Inc. (CLFD) reported a Form 4 for its Chief Operating Officer, reflecting equity awards tied to performance stock units. On 11/20/2025, the officer received 5,393 shares of common stock and 10,788 shares of restricted stock at a stated price of $0 per share upon vesting of performance-based awards.

The restricted stock is scheduled to vest in two equal installments on November 16, 2026 and November 16, 2027. To cover taxes on the vesting, 2,653 shares of common stock were withheld at a price of $28.22 per share. Following these transactions, the officer directly holds common and restricted shares in Clearfield, aligning compensation with company performance.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Hill John P

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,393	$0.00	--
Grant/Award	Restricted Stock	10,788	$0.00	--
Tax Withholding	Common Stock	2,653	$28.22	$75K

Holdings After Transaction: Common Stock — 166,828 shares (Direct); Restricted Stock — 177,616 shares (Direct)

Footnotes (1)

1. Represents the number of shares of common stock issued upon the vesting of performance stock units. Represents the number of shares of restricted stock issued upon the vesting of performance stock units. The restricted stock vests as to one-half of the shares on November 16, 2026 and November 16, 2027. Payment of taxes by withholding shares on the vesting of one-third of performance stock units.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hill John P

(Last) (First) (Middle)

7050 WINNETKA AVE. N.

SUITE 100

(Street)

BROOKLYN PARK MN 55428

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clearfield, Inc. [ CLFD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	11/20/2025		A		5,393	A	$0	166,828	D
Restricted Stock(2)	11/20/2025		A		10,788	A	$0	177,616	D
Common Stock	11/20/2025		F(3)		2,653	D	$28.22	174,963	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares of common stock issued upon the vesting of performance stock units.

2. Represents the number of shares of restricted stock issued upon the vesting of performance stock units. The restricted stock vests as to one-half of the shares on November 16, 2026 and November 16, 2027.

3. Payment of taxes by withholding shares on the vesting of one-third of performance stock units.

	Darrell Hammond by Power of Attorney for John P. Hill	11/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Clearfield (CLFD) report in this Form 4?

The Chief Operating Officer received 5,393 shares of common stock and 10,788 shares of restricted stock from the vesting of performance stock units on 11/20/2025, with some shares withheld to pay taxes.

How many Clearfield (CLFD) shares were withheld for taxes in this filing?

To satisfy tax obligations on vested awards, 2,653 shares of Clearfield common stock were withheld at a price of $28.22 per share.

What is the vesting schedule for the restricted stock reported for Clearfield (CLFD)?

The 10,788 shares of restricted stock will vest in two equal parts, with one-half vesting on November 16, 2026 and the other half on November 16, 2027.

Whose transactions are reported in this Clearfield (CLFD) Form 4?

The Form 4 reports transactions for Clearfield's Chief Operating Officer, who is an officer of the issuer and a reporting person under Section 16.

Are the equity awards in this Clearfield (CLFD) Form 4 tied to performance?

Yes. The filing explains that the reported common and restricted stock amounts were issued upon the vesting of performance stock units.

Does this Clearfield (CLFD) Form 4 indicate a market sale of shares by the COO?

No market sale is reported. The only disposition noted is the withholding of 2,653 shares of common stock to pay taxes on vested performance stock units.