ClearSign (CLIR) Board Member Adds 46K RSUs in Routine Equity Grant

Rhea-AI Filing Summary

ClearSign Technologies Corp. (CLIR) Form 4 filing shows that non-executive director Judith S. Schrecker received 46,296 Restricted Stock Units (RSUs) on 01 July 2025 as quarterly board compensation under the 2021 Equity Incentive Plan.

The RSUs carry an exercise price of $0.00 and will vest upon the earliest of: (1) a Change in Control; (2) the director’s disability; (3) death; or (4) separation from service. Each RSU converts into one share of common stock or its cash equivalent.

Following the grant, Schrecker’s total derivative holdings increased to 431,957 RSUs. No common shares were sold or otherwise disposed of, and the transaction was filed individually by the reporting person.

Because the award represents routine board compensation without immediate vesting or open-market activity, the market impact is expected to be limited, though it modestly enhances insider equity alignment.

Positive

• 46,296 RSUs granted to a non-executive director, increasing insider equity exposure.
• Total derivative holdings now 431,957 units, indicating stronger long-term alignment with shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received 46k RSUs; no sales; limited direct market impact but improves insider alignment.

The transaction is a standard equity grant, not a purchase or sale, so cash outflow/inflow is zero. Schrecker’s derivative stake now totals 431,957 units, indicating meaningful long-term exposure to CLIR’s equity. From a valuation standpoint, the incremental dilution is immaterial given the company’s total shares outstanding (~38 million as of last report). The lack of immediate vesting means no near-term share issuance. Overall, the filing signals continued board engagement rather than any information asymmetry-driven trading.

Corporate Governance Expert

TL;DR: Routine quarterly RSU grant strengthens board-shareholder alignment; governance posture unchanged.

Issuing RSUs in lieu of cash sustains a pay-for-performance model and encourages long-term oversight. The vesting triggers—change of control, death, disability, or separation—are common and do not create problematic acceleration clauses. With no 10b5-1 reference checked, the grant appears outside a preset trading plan, yet being an award (not open-market) it raises no governance red flags. Impact on shareholder voting power is de minimis.

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^*

Schrecker Judith S

(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		46,296		(2)	(2)	Common Stock	46,296	$0.00	431,957	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/ Judith S. Schrecker	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 Judith S. Schrecker receive?

She was awarded 46,296 Restricted Stock Units on 01 July 2025.

What triggers vesting of the newly granted RSUs?

The RSUs vest upon change in control, disability, death, or separation from service.

Did the filing report any share sales or purchases?

No. The Form 4 only reports an RSU grant with no disposals or open-market buying.

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

She now beneficially owns 431,957 derivative securities (RSUs).

Does this RSU grant have a cash exercise price?

No. The exercise price is $0.00, typical for RSUs.