CLFD Form 4: CEO Cheryl Beranek receives PSUs, withholds shares

Rhea-AI Filing Summary

Clearfield, Inc. (CLFD) reported an insider equity transaction for its Chief Executive Officer and director, Cheryl Beranek. On 11/20/2025, she acquired 5,393 shares of common stock at $0 per share upon the vesting of performance stock units, increasing her directly held common shares to 480,111.

On the same date, she also received 10,788 shares of restricted stock at $0 per share upon the vesting of performance stock units, bringing her restricted stock holdings to 490,899 shares. The restricted stock is scheduled to vest in two equal installments on November 16, 2026 and November 16, 2027.

To cover taxes on vesting, 2,653 shares of common stock were disposed of at $28.22 per share through share withholding, leaving Beranek with 488,246 shares of common stock held directly after the reported transactions.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Beranek Cheryl

Role Chief Executive 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 — 480,111 shares (Direct); Restricted Stock — 490,899 shares (Direct)

Footnotes (1)

1. Represents the number of shares of common stock issued upon 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^*

Beranek Cheryl

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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	480,111	D
Restricted Stock(2)	11/20/2025		A		10,788	A	$0	490,899	D
Common Stock	11/20/2025		F(3)		2,653	D	$28.22	488,246	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 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 Cheryl Beranek	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 transaction did Clearfield (CLFD) report for Cheryl Beranek?

Clearfield reported that CEO and director Cheryl Beranek acquired 5,393 shares of common stock and 10,788 shares of restricted stock on 11/20/2025 from the vesting of performance stock units.

How many Clearfield (CLFD) shares does Cheryl Beranek own after this Form 4?

After the reported transactions, Cheryl Beranek directly owns 488,246 shares of common stock and 490,899 shares of restricted stock of Clearfield, Inc.

Why were some Clearfield (CLFD) shares sold or withheld in this Form 4?

The Form 4 notes that 2,653 shares of common stock were disposed of at $28.22 per share as a payment of taxes by withholding shares upon the vesting of one-third of the performance stock units.

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

The 10,788 shares of restricted stock issued to Cheryl Beranek vest in two equal installments, with one-half vesting on November 16, 2026 and the other half on November 16, 2027.

What triggered the new Clearfield (CLFD) stock grants reported on this Form 4?

The filing explains that the 5,393 common shares and 10,788 restricted shares represent stock issued upon the vesting of performance stock units previously awarded to Cheryl Beranek.

Is this Clearfield (CLFD) Form 4 filed for one reporting person or a group?

The Form 4 is indicated as being filed by one reporting person, covering transactions for Cheryl Beranek only.