[8-K] ClearSign Technologies Corporation Reports Material Event

Rhea-AI Filing Summary

Insider filing overview: On 07/09/2025, Kilroy Realty Corporation (NYSE: KRC) director Daryl J. Carter reported the acquisition of 185.3499 shares of KRC common stock via an "A" (award/grant) transaction code.

The shares were issued at $0.00 cost as dividend-equivalent restricted stock units granted under the Kilroy Realty 2006 Incentive Award Plan. Following the grant, Carter’s direct beneficial ownership stands at 12,356.6594 shares. No derivative securities were involved.

Because the award represents fewer than 200 shares and was not an open-market purchase, the filing is generally considered routine for equity-based director compensation rather than a signal of market sentiment.

Insights

Securities Analyst

TL;DR: Routine director stock grant; immaterial size; neutral impact.

This Form 4 discloses a standard dividend-equivalent restricted stock unit grant of 185 shares to director Daryl J. Carter. At roughly one-tenth of one percent of average daily KRC trading volume, the transaction is immaterial and does not involve cash outlay by the insider. Beneficial ownership rises to 12,357 shares, still modest relative to board-level holdings at peer REITs. The action aligns with typical board compensation practices and carries no discernible signal regarding Kilroy Realty’s fundamentals or near-term stock performance.

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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): June 27, 2025

CLEARSIGN TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in charter)

Delaware		001-35521		26-2056298
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8023 E. 63rd Place, Suite 101

Tulsa, Oklahoma 74133

(Address of Principal Executive Offices) (Zip Code)

(918) 236-6461

(Registrant's telephone number, including area code)

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 (see General Instruction A.2 below).

¨  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 CFR240.14a-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 240.13(e)-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		CLIR		The Nasdaq Stock Market LLC

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 8.01 Other Events.

Changes in Board Committee Composition

The board of directors (the “Board”) of ClearSign Technologies Corporation (the “Company”) periodically reassesses the membership of each Board committee based on the recommendation from the Nominating and Corporate Governance Committee of the Board (the “Governance Committee”). Upon recommendation from the Governance Committee, the Board approved certain changes in committee memberships, as described below, that became effective as of June 27, 2025. As a result of such changes, the current composition of the Board committees is as follows:

Audit and Risk Committee⁽¹⁾:

Judith S. Schrecker, Chairperson

Louis J. Basenese

David M. Maley

G. Todd Silva

(1) Ms. de Lacy resigned as a member of the Audit and Risk Committee of the Board (the “Audit Committee”) and Mr. Silva and Mr. Basenese were appointed to such committee. Mr. Maley will remain as a member of the Audit Committee until the end of his term, which will be immediately following the Company’s 2025 annual meeting of stockholders.

Human Capital and Compensation Committee⁽²⁾:

Louis J. Basenese, Chairperson

David M. Maley

Catharine M. de Lacy

Judith Schrecker

(2) Mr. Basenese was named Chairperson of the Human Capital and Compensation Committee of the Board (the “Compensation Committee”). Mr. Maley will remain as a member of the Compensation Committee until the end of his term, which will be immediately following the Company’s 2025 annual meeting of stockholders.

Nominating and Corporate Governance Committee⁽³⁾:

Catharine M. de Lacy, Chairperson

David M. Maley

Judith Schrecker

G. Todd Silva

(3) Mr. Silva was appointed to the Governance Committee. Mr. Maley will remain as a member of the Governance Committee until the end of his term, which will be immediately following the Company’s 2025 annual meeting of stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

(d) Exhibits.

Exhibit No.		Description
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 Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 11, 2025

	CLEARSIGN TECHNOLOGIES CORPORATION
	By:	/s/ Colin James Deller
	Name:	Colin James Deller
	Title:	Chief Executive Officer