Clearfield Inc
For the period ended Sep 30, 2024. Filed Nov 15, 2024.
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FY2024 · Filed Nov 15, 2024
CLFD$30.19-1.2%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report.
(1) Financial Statements.
The financial statements of Clearfield, Inc. are filed herewith under Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
(2) Certain financial statement schedules have been omitted because they are not required, not applicable or the required information is provided in other financial statements or the note to the financial statements.
(3) Exhibits: See Items 15(b) below.
(b) Exhibits.
EXHIBIT INDEX
| Number | Description | Incorporated by Reference to |
| 3.1 | Restated Articles of Incorporation, of APA Optics, Inc. (n/k/a Clearfield, Inc.) dated November 3, 1983 and Articles of Amendment dated December 9, 1983, July 30, 1987, March 22, 1989, September 14, 1994 and August 17, 2000 | Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 |
| 3.1 (a) | Articles of Amendment to Articles of Incorporation dated August 25, 2004 | Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 |
| 3.2 | Amended and Restated Bylaws of Clearfield, Inc. | Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated February 26, 2016 |
| 4.1 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2019 |
| *10.1 | Form of Agreement regarding Indemnification of Directors and Officers with certain current and former directors | Exhibit 10.1 to Registrant’s Annual Report on Form 10-K for the year ended September 30, 2017 |
| *10.2 | 2007 Stock Compensation Plan, as amended through December 23, 2016 | Appendix A to the Registrant’s Proxy Statement filed with the SEC on January 10, 2017 for the 2017 Annual Meeting of Shareholders held on February 23, 2017 |
| *10.3 | Employment Agreement dated December 16, 2008 by and between Clearfield, Inc. and Cheryl P. Beranek | Exhibit 10.26 to Registrant’s Current Report on Form 8-K dated December 22, 2008 |
| *10.4 | Employment Agreement dated December 16, 2008 by and between Clearfield, Inc. and John P. Hill | Exhibit 10.27 to Registrant’s Current Report on Form 8-K dated December 22, 2008 |
| *10.5 | Clearfield, Inc. Code 280G Tax Gross Up Payment Plan Adopted November 18, 2010 | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated November 22, 2010 |
| 10.6 | Clearfield, Inc. 2010 Employee Stock Purchase Plan, as amended | Appendix A to the Registrant’s Proxy Statement filed with the SEC on January 14, 2020 for the 2020 Annual Meeting of Shareholders held on February 27, 2020 |
| 10.7 | Standard Form Industrial Building Lease dated September 9, 2014 by and between Clearfield, Inc. and First Industrial, L.P. | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated September 10, 2014 |
| 10.8 | First Amendment to Lease Agreement dated May 9, 2019 by and between First Industrial, L.P. and Clearfield, Inc. | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated May 15, 2019 |
| *10.9 | Employment Agreement dated November 16, 2017 by and between Clearfield, Inc. and Daniel Herzog | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated November 22, 2017 |
| Number | Description | Incorporated by Reference to |
| *10.10 | Amendment No. 1 to Employment Agreement dated December 3, 2019 by and between Daniel Herzog and Clearfield, Inc. | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated December 6, 2019 |
| 10.11 | Loan Agreement dated April 27, 2022 by and between Clearfield, Inc. and Bremer Bank, National Association † | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated April 28, 2022 |
| 10.12 | Security Agreement dated April 27, 2022 by Clearfield, Inc. in favor of Bremer Bank, National Association † | Exhibit 10.2 to Registrant’s Current Report on Form 8-K dated April 28, 2022 |
| 10.13 | Amendment No. 1 to Loan Agreement dated August 5, 2024 by and between Clearfield, Inc. and Bremer Bank, National Association | Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 |
| 10.14 | Clearfield, Inc. 2022 Stock Compensation Plan, as amended through January 23, 2023 | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated January 25, 2023 |
| 10.15 | Form of Stock Option Agreement under the Clearfield, Inc. 2022 Stock Compensation Plan | Exhibit 10.2 to Registrant’s Current Report on Form 8-K dated February 24, 2023 |
| 10.16 | Form of Restricted Stock Award Agreement under the Clearfield, Inc. 2022 Stock Compensation Plan. | Exhibit 10.3 to Registrant’s Current Report on Form 8-K dated February 24, 2023 |
| 10.17 | Form of Performance Stock Unit Agreement under the Clearfield, Inc. 2022 Stock Compensation Plan. | Exhibit 10.16 to Registrant’s Annual Report on Form 10-K for the year ended September 30, 2023 |
| 10.18 | Lease Agreement dated April 4, 2024, by and among Prisma Shelter, S. de R.L. de C.V., Clearfield, Inc., and Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, solely in its capacity as Trustee of Trust No. 3218 | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated April 9, 2024 |
| 10.19 | Clearfield, Inc. Incentive Bonus Plan | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated September 4, 2024 |
| 19 | Clearfield, Inc. Policy Regarding Buying and Selling Securities – Insider Trading and Tipping, as amended through August 29, 2024 | ** |
| 21.1 | Subsidiaries of Clearfield, Inc. | ** |
| 23.1 | Consent of Baker Tilly US, LLP | ** |
| 31.1 | Certification of Chief Executive Officer (principal executive officer) Pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act | ** |
| 31.2 | Certification of Chief Financial Officer (principal financial officer) Pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act | ** |
| 32 | Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. § 1350 | ** |
| Number | Description | Incorporated by Reference to |
| 97.1 | Clearfield, Inc. Compensation Recoupment Policy, as amended September 28, 2023 | Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated October 4, 2023 |
| 101.INS | Inline XBRL Instance Document | ** |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | ** |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase | ** |
| 101.LAB | Inline XBRL Taxonomy Labels Linkbase | ** |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase | ** |
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase | ** |
| † | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. |
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| * | Indicates a management contract or compensatory plan or arrangement. |
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| ** | Filed herewith. |
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(c) Financial Statement Schedules.
All schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes.
ITEM 16. **FORM 10-K SUMMARY
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