ClearSign (CLIR) Form 4: Board Member Receives 34.7K RSUs

Rhea-AI Filing Summary

ClearSign Technologies Corporation (CLIR) – Form 4 insider filing

On 1 July 2025, non-executive director Louis J. Basenese received an equity award of 34,722 Restricted Stock Units (RSUs) under the company’s 2021 Equity Incentive Plan. Each RSU entitles the holder to one share of common stock (or its cash equivalent) at no cost.

Vesting terms: the RSUs vest on the earliest of (1) a Change in Control, (2) the director’s disability, (3) the director’s death, or (4) the director’s separation from service. Until one of these events occurs, the units remain unvested and non-transferable.

Post-transaction holdings: Following the grant, Mr. Basenese beneficially owns 45,645 derivative securities (RSUs) in a direct capacity. No open-market purchases or sales of common stock were reported, and no cash consideration was exchanged.

Key takeaways for investors:

• The award is routine quarterly board compensation and signals continued alignment of the director’s interests with shareholder value.
• Because RSUs convert on a one-for-one basis, potential dilution is limited to 34,722 shares, an amount that is typically immaterial relative to total shares outstanding (exact share count not provided in the filing).
• No information on company performance, financial results, or additional insider transactions is included in this document.

Insights

Corporate Governance Analyst

TL;DR: Routine board RSU grant strengthens alignment; negligible immediate market impact.

This Form 4 discloses a standard equity compensation grant—34,722 RSUs—to a non-executive director. Such grants are common practice for small-cap technology firms seeking to conserve cash while incentivising oversight. Vesting is tied to change-in-control or separation events, ensuring long-term alignment rather than short-term trading. Because no shares were sold and exercise price is zero, there is no cash signal regarding management’s view of valuation. The filing does not alter governance risk or ownership concentration materially. Overall impact is neutral.

Portfolio Manager

TL;DR: Minor potential dilution offset by better board-shareholder alignment; neutral for valuation.

An additional 34.7k shares may eventually enter the float, but without share-count context the dilution is likely <1%. The grant reflects standard quarterly compensation rather than opportunistic buying or selling, so it provides no directional signal on future price action. Investors should monitor cumulative equity awards to ensure total dilution remains controlled, yet this single issuance is immaterial to fundamental valuation or near-term trading strategy.

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^*

Basenese Lou

(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		34,722		(2)	(2)	Common Stock	34,722	$0.00	45,645	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 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/ Louis J. Basenese	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.
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FAQ

How many RSUs did ClearSign (CLIR) grant to Director Lou Basenese?

The filing reports a grant of 34,722 Restricted Stock Units on 1 July 2025.

What triggers the vesting of the new CLIR RSUs?

Vesting occurs upon a Change in Control, the director’s disability or death, or separation from service.

Did the director buy or sell CLIR common stock for cash?

No. The Form 4 shows no open-market purchases or sales; only a no-cost RSU grant was reported.

What is the director’s total CLIR derivative holdings after the transaction?

After the grant, Mr. Basenese beneficially owns 45,645 RSUs directly.

Will the RSU grant immediately dilute existing CLIR shareholders?

Dilution occurs only upon conversion to common shares; until then, the impact is potential and presently immaterial.