ClearSign Form 4: Maley Gets RSUs, Plans Board Departure

Rhea-AI Filing Summary

On July 1, 2025, ClearSign Technologies Corp. (CLIR) director David M. Maley received 9,452 restricted stock units (RSUs) under the company’s 2021 Equity Incentive Plan as prorated compensation for board service through July 25, 2025, which is noted as his final day as a non-executive director. Each RSU converts into one share of common stock (or cash equivalent) upon the earliest of a change-in-control, disability, death, or separation from service. Following this grant, Maley beneficially owns 105,443 derivative securities linked to CLIR common stock. The award was recorded at a transaction price of $0.00 and was reported as direct ownership on Form 4 filed July 3, 2025.

Positive

• None.

Negative

• Board turnover: David M. Maley’s service ends July 25, 2025, indicating a pending change in ClearSign’s board composition.

Insights

Corporate Governance Expert

TL;DR: Routine RSU grant to departing director; limited governance impact.

The filing documents a standard equity grant to David M. Maley for partial-quarter board service. The modest size—under 10 k shares—poses negligible dilution and signals no insider buying or selling pressure. However, the disclosure that Maley’s board tenure ends July 25, 2025 indicates forthcoming turnover that investors may monitor for continuity and skill-set implications. No 10b5-1 plan is invoked, and vesting is contingent on typical trigger events. Overall, the event is administrative with minimal market relevance.

Financial Analyst

TL;DR: Non-cash compensation; immaterial to CLIR valuation.

The RSU award does not affect cash flow and adds an immaterial number of potential shares relative to ClearSign’s float. The absence of market purchases or sales means no direct signal on insider sentiment. Investors should note the upcoming director departure, but unless additional board changes follow, the impact on strategic direction appears minor. No valuation metrics are influenced, so I view the filing as neutral.

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^*

Maley David M

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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
Restricted Stock Units	(1)	07/01/2025		A		9,452		(2)	(2)	Common Stock	9,452	$0.00	105,443	D

Explanation of Responses:

1. As compensation for services as a non-executive director during the quarter ending September 30, 2025, the reporting person was granted restricted stock units ("RSUs") under the ClearSign Technologies Corporation 2021 Equity Incentive Plan, pro-rated for the period beginning on July 1, 2025 and ending on July 25, 2025, the reporting person's last day of service as a non-executive director, and each RSU represents a right to receive one share of common stock or the cash equivalent thereof.

2. The RSUs will vest upon the first to occur of: (1) a Change in Control (as defined in the applicable RSU award agreement), (2) the reporting person's Disability (as defined in the applicable RSU award agreement); (3) the reporting person's death; or (4) the reporting person's separation from service.

	/s/ David M. Maley	07/03/2025
	** 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

How many RSUs did ClearSign (CLIR) director David M. Maley receive?

9,452 restricted stock units were granted on July 1, 2025.

When do the RSUs granted to David M. Maley vest?

They vest upon the earliest of a change-in-control, disability, death, or Maley’s separation from service.

What is David M. Maley’s total derivative ownership after the transaction?

He now beneficially owns 105,443 derivative securities tied to CLIR common stock.

Is David M. Maley remaining on ClearSign’s board?

No. The filing states his last day as a non-executive director will be July 25, 2025.

Did the Form 4 indicate a 10b5-1 trading plan for this transaction?

No. The box indicating a Rule 10b5-1 plan was not checked.

Was any cash paid for the RSUs?

No. The RSUs were issued at $0.00 cost as compensation.