ClearSign (CLIR) Form 4: de Lacy Receives 32K RSUs as Board Pay

Rhea-AI Filing Summary

ClearSign Technologies Corp. (CLIR) – Form 4 filing dated 07/03/2025

Non-executive director Catharine de Lacy received 32,175 Restricted Stock Units (RSUs) on 07/01/2025 under the company’s 2021 Equity Incentive Plan as quarterly board compensation. Each RSU entitles the holder to one share of common stock (or cash equivalent) at vesting. Following the award, the director now beneficially owns 218,957 derivative securities tied to CLIR common stock and retains direct ownership (no indirect ownership reported).

The RSUs vest upon the earliest of: (1) a change in control, (2) the director’s disability, (3) death, or (4) separation from service. No open-market purchase or sale occurred; the transaction code “A” denotes an award.

For investors, this filing signals routine equity-based compensation designed to align director interests with shareholder value. It does not reflect cash outflows by the company nor insider buying pressure in the open market.

Positive

• Director equity alignment: 32,175 new RSUs reinforce board-shareholder interest alignment.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine RSU grant increases director alignment; minimal market impact.

The award of 32,175 RSUs to director Catharine de Lacy is standard quarterly compensation under the 2021 plan. Because the grant price is $0.00 and vesting is contingent on service or corporate events, dilution is modest and already reflected in plan reserves. Post-grant beneficial ownership of 218,957 derivative securities suggests meaningful equity exposure, which is governance-positive. However, the absence of open-market purchases limits any bullish signal for near-term price action. Overall impact on valuation or float is negligible.

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

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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^*

de Lacy Catharine

(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		32,175		(2)	(2)	Common Stock	32,175	$0.00	218,957	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/ Catharine de Lacy	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 CLIR director Catharine de Lacy receive?

She was granted 32,175 Restricted Stock Units on 07/01/2025.

Does the Form 4 show any insider sales for CLIR?

No. The filing reports an equity award; no shares were sold.

When will the newly granted RSUs vest?

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

What is the director’s total beneficial ownership after the transaction?

Catharine de Lacy now holds 218,957 derivative securities linked to CLIR common stock.

Was the award part of a 10b5-1 trading plan?

The form does not indicate use of a Rule 10b5-1 plan for this grant.