ClearSign Technologies Corp SEC Filings

ClearSign Technologies shared preliminary, unaudited results showing record Q4 2025 revenue of approximately $3.6 million and full-year 2025 revenue of about $5.2 million, up roughly 44% from 2024’s $3.6 million. Management highlighted a three-year compound annual revenue growth rate near 141%, albeit from a small base.

The quarter was driven mainly by a 26-burner order for a Gulf Coast petrochemical customer, with additional contributions from flare systems, midstream M‑Series burners and engineering services. As of December 31, 2025, cash stood near $9 million, implying an average quarterly cash burn of about $1.25 million over 2025. The company described a growing pipeline of 200–300 potential process burners, around 50 active M‑Series proposals estimated near $10 million in sales value, and rising demand for higher-value enclosed flare systems and aftermarket parts.

ClearSign Technologies Corp’s Chief Financial Officer Brent Hinds reported equity compensation activity involving restricted stock units (RSUs) and related tax withholding. On February 20, 2026, 9,315 RSUs from a 27,946-unit grant awarded on February 20, 2025 vested into the same number of common shares without cash payment under the 2021 Equity Incentive Plan, with 3,413 shares withheld to cover tax liabilities at a price of $0.5949 per share.

On February 22, 2026, 7,547 RSUs from a 22,641-unit grant dated February 22, 2024 likewise vested into common shares with no consideration, and 2,765 shares were withheld to pay taxes, also based on a $0.5949 closing price. Following these transactions, Hinds directly held 134,940 shares of ClearSign common stock.

ClearSign Technologies Corp. Chief Financial Officer Brent Hinds reported routine equity compensation activity. On February 2, 2026, 10,127 restricted stock units (RSUs) granted on February 2, 2023 vested into the same number of shares of common stock at no cost under the 2021 Equity Incentive Plan.

To cover tax obligations from this vesting, 3,711 shares of common stock were withheld at a price of $0.5991 per share, based on the Nasdaq closing price that day. After these transactions, Hinds directly owned 124,256 shares of ClearSign common stock. The original 30,380 RSUs vest in three equal annual installments that began on February 2, 2024.

ClearSign Technologies Corporation has called a virtual special stockholder meeting for February 26, 2026 to vote on a reverse stock split and a potential adjournment of the meeting. The proposed reverse split would combine between 2 and 10 existing shares of common stock into 1 new share at a ratio later chosen by the board.

The company currently has 53,615,991 common shares outstanding as of January 22, 2026, out of 87,500,000 authorized. The main goal is to lift the share price to meet Nasdaq’s $1.00 minimum bid requirement and reduce delisting risk, while keeping authorized share counts unchanged, which would increase the pool of unissued shares after the split.

ClearSign Technologies is asking stockholders to approve a reverse stock split and a related adjournment authority at a virtual special meeting on February 26, 2026. The board could combine every 2 to 10 existing shares of common stock into one share, at a ratio it later selects, without changing the total authorized shares or par value.

The main goal is to lift the share price to satisfy Nasdaq’s $1.00 minimum bid requirement and maintain the current listing. As of January 22, 2026, ClearSign had 53,615,991 common shares outstanding, with 87,500,000 authorized. The proxy explains potential benefits (improved marketability and institutional interest) and risks, including possible reduced liquidity, lower market capitalization, and no assurance of regaining or maintaining Nasdaq compliance.

ClearSign Technologies Corporation furnished an update with preliminary, unaudited financial information for the fourth quarter and full fiscal year ended December 31, 2025. The company disclosed this information through a press release dated January 7, 2026. Management prepared the preliminary data, and the independent registered public accounting firm, BPM CPA LLP, has not audited, reviewed, compiled, or performed any procedures on these figures and therefore provides no assurance on them.

The disclosure is being made under Items 2.02 and 7.01 and is expressly designated as “furnished” rather than “filed,” meaning it is not subject to certain liability provisions of the Exchange Act and will only be incorporated into other securities filings if specifically referenced. The press release is included as Exhibit 99.1 to the report.

ClearSign Technologies Corporation reported that it released its financial results for the quarter ended September 30, 2025. On November 19, 2025, the company issued a press release detailing these results and held a conference call to discuss the financial performance and other business information. The press release and the call transcript are provided as Exhibits 99.1 and 99.2 to this Form 8-K and are furnished, rather than filed, which limits their use for certain liability purposes under the Exchange Act.

ClearSign Technologies Corporation reported governance and compensation updates approved on November 11, 2025. The Board adopted Amended and Restated Bylaws that set director elections to require a majority of votes cast, except when there are more nominees than seats, in which case a plurality voting standard will apply. The bylaws also tighten procedures for stockholder proposals and director nominations, including a longer advance notice window and new requirements for proof of continuous beneficial ownership and a commitment to hold shares through the annual meeting.

Separately, the Human Capital and Compensation Committee approved revised forms of stock option, restricted stock unit, and restricted stock award agreements for future grants under the 2021 Equity Incentive Plan. These agreements now apply Delaware governing law and Delaware courts for jurisdiction and venue, aligning them with the company’s state of incorporation.

ClearSign Technologies filed its Q3 2025 report, showing lower activity and continued operating losses. Revenue was $1.03 million with gross profit of $0.37 million, while the company posted a net loss of $1.43 million for the quarter. For the nine months, revenue was $1.56 million and net loss was $5.19 million.

Cash and cash equivalents were $10.49 million, and working capital totaled $8.17 million as of September 30, 2025. Contract liabilities rose to $1.15 million, reflecting customer prepayments on projects not yet completed. Stockholders’ equity was $9.08 million with no debt.

The company established a new at-the-market program of up to $10.39 million and noted Nasdaq’s extension to regain the $1.00 minimum bid price by March 30, 2026. Operating expenses increased year over year, driven mainly by non-cash RSU vesting tied to board departures and higher legal/audit costs, partially offset by prior China-related accruals not repeating.