ClearSign (CLIR) Form 4: Board Member Adds 32k RSUs, No Shares Sold

Rhea-AI Filing Summary

ClearSign Technologies (CLIR) – Form 4 insider filing: Director Gill Todd Silva was granted 32,638 restricted stock units (RSUs) on 07/01/2025 as non-executive board compensation under the 2021 Equity Incentive Plan. Each RSU entitles the holder to one common share (or cash equivalent) at a cost of $0, increasing Silva’s derivative holdings to 93,639 RSUs. The award contains contingent vesting; the units vest only upon the earliest of a change in control, disability, death, or separation from service. No shares were sold or otherwise disposed of, so the director’s beneficial ownership rose while the company incurred no immediate cash expense.

Positive

• Director’s beneficial ownership increased by 32,638 RSUs, reinforcing alignment with shareholders.
• No cash outlay for the company; compensation delivered entirely in equity units, conserving liquidity.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU grant; aligns director incentives, no cash impact, negligible near-term dilution—overall neutral.

The filing documents a standard quarterly equity grant to a non-executive director. Because the 32,638 RSUs represent a small fraction of ClearSign’s outstanding shares and carry a zero exercise price, the transaction does not affect current cash flows. Contingent vesting postpones any share issuance until a triggering event occurs, so immediate dilution is minimal. Such grants generally improve governance by tying director compensation to long-term shareholder value. However, there is no buying or selling signal for investors, and the award size is unlikely to move the stock.

Corporate Governance Expert

TL;DR: Grant strengthens board-shareholder alignment but is immaterial to valuation—impact neutral.

The RSU grant is consistent with market practices for micro-cap boards. Using performance-conditioned or event-triggered vesting (change-in-control, death, disability, separation) incentivizes stewardship without immediate dilution. Because no shares were disposed of and overall ownership increased, the filing signals continued director commitment. From a governance standpoint, the structure balances retention and alignment, yet the small scale means investors should view the disclosure as routine rather than catalyst-driven.

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^*

Silva Gil Todd

(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		32,638		(2)	(2)	Common Stock	32,638	$0.00	93,639	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/ Gill Todd Silva	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 director Gill Todd Silva receive on 07/01/2025?

Silva received 32,638 restricted stock units as board compensation.

What events trigger vesting of the newly granted CLIR RSUs?

Vesting occurs upon change in control, disability, death, or the director’s separation from service.

Did the ClearSign director sell any shares in this Form 4 filing?

No. The filing reports only an RSU grant; no shares were sold or disposed of.

What is the director’s total derivative holding after the transaction?

Following the grant, Silva beneficially owns 93,639 RSUs.

Does the RSU grant immediately dilute existing CLIR shareholders?

No immediate dilution occurs because the RSUs vest only upon specified future events.