ClearSign (CLIR) CEO granted 210,043 shares; half withheld for taxes

Rhea-AI Filing Summary

ClearSign Technologies Corp CEO Colin James Deller reported a stock-based compensation grant and related tax withholding. He received 210,043 shares of common stock on February 26, 2026 as a one-time bonus for services as an executive officer for the year ended December 31, 2025, with the number of shares based on the closing price of $0.5616 per share. To cover his tax liability on this award, 105,022 shares were withheld at the same closing price, recorded as a tax-withholding disposition rather than an open-market sale. Following these transactions, Deller directly owned 276,874 common shares.

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

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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^*

Deller Colin James

(Last) (First) (Middle)

8023 E. 63RD PLACE, SUITE 101

(Street)

TULSA OK 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 Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		A		210,043(1)	A	$0	381,896	D
Common Stock	02/26/2026		F		105,022(2)	D	$0.5616	276,874	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 a one-time bonus grant to reporting person for services as an executive officer for the year ended December 31, 2025, upon achievement of certain performance target metrics approved by the human capital and compensation committee of the board of directors. The number of shares awarded is based on the closing price of the Company's common stock on February 26, 2026, of $0.5616.

2. Represents the payment of the reporting person's tax liability by withholding shares incident to the receipt of the Company's common stock issued on February 26, 2026, based on the closing price of the Company's common stock on February 26, 2026, of $0.5616.

	/s/ Colin J. Deller	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did ClearSign (CLIR) CEO Colin Deller report in this Form 4?

ClearSign CEO Colin Deller reported a stock bonus grant and related tax withholding. He received 210,043 common shares as a one-time performance-based bonus, with 105,022 shares withheld to satisfy tax obligations tied to this award.

How many ClearSign (CLIR) shares did the CEO receive as a bonus?

Colin Deller received 210,043 shares of ClearSign common stock as a one-time bonus. The award relates to his services as an executive officer for the year ended December 31, 2025 and was calculated using a closing share price of $0.5616.

Why were 105,022 ClearSign (CLIR) shares disposed of in this filing?

The 105,022-share disposition reflects tax withholding on the stock bonus, not an open-market sale. Shares were withheld to pay Colin Deller’s tax liability arising from the February 26, 2026 common stock award at a closing price of $0.5616.

What is Colin Deller’s ClearSign (CLIR) share ownership after these transactions?

After the bonus grant and tax-withholding disposition, Colin Deller directly owns 276,874 shares of ClearSign common stock. This balance reflects receipt of 210,043 shares and withholding of 105,022 shares to cover tax obligations on the award.

How was the size of the ClearSign (CLIR) CEO’s stock bonus determined?

The number of bonus shares was based on ClearSign’s common stock closing price of $0.5616 on February 26, 2026. This price was used to translate the approved one-time performance bonus for 2025 executive services into 210,043 shares.