ClearSign Technologies (CLIR) CFO logs RSU vesting and tax share withholding

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(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ClearSign Technologies Corp’s Chief Financial Officer Brent Hinds reported equity compensation activity involving restricted stock units (RSUs) and related tax withholding. On February 20, 2026, 9,315 RSUs from a 27,946-unit grant awarded on February 20, 2025 vested into the same number of common shares without cash payment under the 2021 Equity Incentive Plan, with 3,413 shares withheld to cover tax liabilities at a price of $0.5949 per share.

On February 22, 2026, 7,547 RSUs from a 22,641-unit grant dated February 22, 2024 likewise vested into common shares with no consideration, and 2,765 shares were withheld to pay taxes, also based on a $0.5949 closing price. Following these transactions, Hinds directly held 134,940 shares of ClearSign common stock.

Insider Trade Summary

16,862 shares exercised/converted

Mixed 6 txns

Insider Hinds Brent

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	7,547	$0.00	--
Exercise	Common Stock	7,547	$0.00	--
Tax Withholding	Common Stock	2,765	$0.5949	$2K
Exercise	Restricted Stock Unit	9,315	$0.00	--
Exercise	Common Stock	9,315	$0.00	--
Tax Withholding	Common Stock	3,413	$0.5949	$2K

Holdings After Transaction: Restricted Stock Unit — 7,547 shares (Direct); Common Stock — 137,705 shares (Direct)

Footnotes (1)

Reflects the vesting of 9,315 restricted stock units ("RSUs") out of the 27,946 RSUs granted to the reporting person on February 20, 2025, into an equal number of shares of the Company's common stock, without the payment of any consideration, pursuant to the Company's 2021 Equity Incentive Plan. Represents the payment of the reporting person's tax liability by withholding shares in connection with the vesting of 9,315 RSUs on February 20, 2026, and calculated based on the closing price of the Company's common stock, as reported on the Nasdaq Stock Market, on February 20, 2026, of $0.5949. Reflects the vesting of 7,547 RSUs out of the 22,641 RSUs granted to the reporting person on February 22, 2024, into an equal number of shares of the Company's common stock, without the payment of any consideration, pursuant to the Company's 2021 Equity Incentive Plan. Represents the payment of the reporting person's tax liability by withholding shares in connection with the vesting of 7,547 RSUs on February 22, 2026, and calculated based on the closing price of the Company's common stock, as reported on the Nasdaq Stock Market, on February 20, 2026, of $0.5949 (as February 22, 2026 fell on a weekend). On February 20, 2025, the reporting person was granted 27,946 RSUs as a one-time bonus for services as an executive officer for the year ended December 31, 2024, and each RSU represents a right to receive one share of common stock or the cash equivalent thereof. The RSUs granted on February 20, 2025, vest in three equal installments that commenced on February 20, 2026. On February 22, 2024, the reporting person was granted 22,641 RSUs as a one-time bonus for services as an executive officer for the year ended December 31, 2023, and each RSU represents a right to receive one share of common stock or the cash equivalent thereof. The RSUs granted on February 22, 2024, vest in three equal installments that commenced on February 22, 2025.

Form 4 Insider Transactions: What Each Field Means →

02/24/2026 - 07:00 PM

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
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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^*

Hinds Brent

(Last)

(First)

(Middle)

8023 E. 63RD PLACE, SUITE 101

(Street)

TULSA

74133

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ClearSign Technologies Corp [ CLIR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		M		9,315⁽¹⁾	A	⁽¹⁾	133,571	D
Common Stock	02/20/2026		F		3,413⁽²⁾	D	$0.5949	130,158	D
Common Stock	02/22/2026		M		7,547⁽³⁾	A	⁽³⁾	137,705	D
Common Stock	02/22/2026		F		2,765⁽⁴⁾	D	$0.5949	134,940	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽⁵⁾	02/20/2026		M			9,315	⁽⁶⁾	⁽⁶⁾	Common Stock	9,315	$0	18,631	D
Restricted Stock Unit	⁽⁷⁾	02/22/2026		M			7,547	⁽⁸⁾	⁽⁸⁾	Common Stock	7,547	$0	7,547	D

Explanation of Responses:

1. Reflects the vesting of 9,315 restricted stock units ("RSUs") out of the 27,946 RSUs granted to the reporting person on February 20, 2025, into an equal number of shares of the Company's common stock, without the payment of any consideration, pursuant to the Company's 2021 Equity Incentive Plan.

2. Represents the payment of the reporting person's tax liability by withholding shares in connection with the vesting of 9,315 RSUs on February 20, 2026, and calculated based on the closing price of the Company's common stock, as reported on the Nasdaq Stock Market, on February 20, 2026, of $0.5949.

3. Reflects the vesting of 7,547 RSUs out of the 22,641 RSUs granted to the reporting person on February 22, 2024, into an equal number of shares of the Company's common stock, without the payment of any consideration, pursuant to the Company's 2021 Equity Incentive Plan.

4. Represents the payment of the reporting person's tax liability by withholding shares in connection with the vesting of 7,547 RSUs on February 22, 2026, and calculated based on the closing price of the Company's common stock, as reported on the Nasdaq Stock Market, on February 20, 2026, of $0.5949 (as February 22, 2026 fell on a weekend).

5. On February 20, 2025, the reporting person was granted 27,946 RSUs as a one-time bonus for services as an executive officer for the year ended December 31, 2024, and each RSU represents a right to receive one share of common stock or the cash equivalent thereof.

6. The RSUs granted on February 20, 2025, vest in three equal installments that commenced on February 20, 2026.

7. On February 22, 2024, the reporting person was granted 22,641 RSUs as a one-time bonus for services as an executive officer for the year ended December 31, 2023, and each RSU represents a right to receive one share of common stock or the cash equivalent thereof.

8. The RSUs granted on February 22, 2024, vest in three equal installments that commenced on February 22, 2025.

	/s/ Brent Hinds	02/24/2026
	** 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.
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Source: View Original Filing on SEC EDGAR

FAQ

What did ClearSign (CLIR) CFO Brent Hinds report in this Form 4?

ClearSign CFO Brent Hinds reported RSU vesting and related tax share withholding. RSUs converted into common stock at no cost, and some shares were withheld to cover tax liabilities, reflecting routine equity compensation activity under the company’s 2021 Equity Incentive Plan.

How many RSUs vested for ClearSign (CLIR) CFO in February 2026?

A total of 16,862 RSUs vested for the CFO in February 2026. This included 9,315 RSUs from a 2025 grant on February 20, 2026 and 7,547 RSUs from a 2024 grant on February 22, 2026, each converting one-for-one into common shares.

Why were ClearSign (CLIR) shares withheld and at what price?

Shares were withheld to pay Brent Hinds’ tax liabilities arising from RSU vesting. On February 20 and 22, 2026, ClearSign used a closing common stock price of $0.5949 per share, resulting in 3,413 and 2,765 shares respectively being withheld instead of cash tax payments.

How many ClearSign (CLIR) shares does the CFO own after these transactions?

After the February 2026 RSU vesting and tax withholding, Brent Hinds directly holds 134,940 shares of ClearSign common stock. This figure reflects shares acquired from RSU conversions and shares withheld to satisfy tax obligations reported in the Form 4 transactions.

What were the original ClearSign (CLIR) RSU grant sizes and vesting schedules?

Brent Hinds received 22,641 RSUs on February 22, 2024 and 27,946 RSUs on February 20, 2025 as one-time executive bonuses. Each grant vests in three equal annual installments, beginning February 22, 2025 and February 20, 2026 respectively, with each RSU equaling one share or cash equivalent.

Were cash payments involved in ClearSign (CLIR) CFO’s RSU vesting?

No cash consideration was paid to receive shares from RSU vesting. Each vested RSU converted into one share of ClearSign common stock at no cost, while shares were withheld at $0.5949 per share solely to satisfy the CFO’s tax obligations tied to these equity awards.