[144] Clear Secure, Inc. SEC Filing

Rhea-AI Filing Summary

Prospect Capital Corporation (PSEC) has filed a preliminary pricing supplement for three new unsecured senior notes under its InterNotes® program:

• 7.500% Notes due 2028 – CUSIP 74348GWC0
• 7.750% Notes due 2030 – CUSIP 74348GWD8
• 8.000% Notes due 2032 – CUSIP 74348GWE6

All issues are offered in $1,000 denominations, pay semi-annual interest beginning 15 Jan 2026 and are callable at par on or after 15 Jan 2026. A Survivor’s Option allows early repayment upon the holder’s death, subject to annual caps.

Pricing details (pre-fee): 2028 Notes sold at 101.125%, 2030 at 101.700% and 2032 at 101.950%, implying modest premiums to face value. Gross concessions range from 1.125% to 1.950%.

Strategic context

• Liability management: In Apr-Jun 2025 PSEC fully retired its $342.9 m 3.706% Notes due 2026 via tender (99% plus accrued) and subsequent redemption, eliminating a nearer-term maturity.
• Portfolio re-positioning: Sold subordinated structured notes with $324.6 m cost basis for $74.6 m cash; provided $39.6 m of new first-lien financing to National Property REIT Corp., received $19 m of repayments, and closed the acquisition of QC Holdings with a $55 m senior loan plus $22.3 m equity.

Capital structure impact

• New notes will rank pari passu with existing unsecured debt and be structurally subordinated to $0.7 bn of secured borrowings (Feb 2023) under the credit facility.
• Coupons of 7.5-8.0% exceed the retired 3.706% issue, indicating materially higher future interest expense but extend the weighted-average maturity to 2028-2032.

Key dates: Trade 14 Jul 2025, settle 17 Jul 2025; interest accrues from settlement.

Risks highlighted include rising leverage, higher funding costs, covenant limitations under the revolver, potential rating pressure, and market volatility in SOFR-linked issuances. No earnings metrics were provided in this filing.

Positive

• Elimination of $342.9 m 3.706% 2026 Notes removes a near-term maturity and simplifies the debt ladder.
• Maturity extension to 2028-2032 enhances liquidity planning and reduces refinancing risk for the next three years.
• Callable at par from Jan 2026, giving PSEC flexibility to refinance should borrowing costs fall.
• Survivor’s Option may broaden retail demand and improve placement breadth.

Negative

• Coupons of 7.5-8.0% are materially higher than retired 3.706% debt, increasing annual interest expense.
• Large realised loss on sale of subordinated structured notes ($74.6 m proceeds vs $324.6 m cost) signals asset quality concerns.
• Incremental leverage from new issuance could pressure coverage ratios and credit ratings.
• Light covenant package offers limited protection to noteholders and allows further senior secured borrowing.

Insights

Fixed-Income Strategist

TL;DR – High-coupon notes refinance 2026 debt but lock in much costlier funding; credit-neutral to mildly negative.

The transaction removes a $342.9 m maturity and pushes the ladder out to 2028-2032, improving the liquidity profile. However, coupons jump by roughly 400 bps versus the retired 3.706% notes, adding ~$20-25 m in annual pre-tax interest expense if the full $1 bn shelf is tapped. While callability from 2026 offers optional repricing, investors face reinvestment risk if rates decline. From a covenant standpoint the notes are light, leaving leverage management entirely with management. Recent forced sales of structured notes at ~23¢ on the dollar raise questions on asset-quality discipline. Overall impact: modestly negative on earnings, modestly positive on near-term liquidity; credit outlook stable.

Portfolio Manager – BDC Specialist

TL;DR – Debt swap extends duration but magnifies leverage amid asset dispositions at deep discounts.

PSEC eliminated its 2026 issue yet simultaneously issues higher-cost paper, signalling constrained access to low-rate funding. The steep loss on subordinated structured notes (realised loss >$250 m) underscores portfolio risk and may pressure NAV. New investments in NPRC and QC Holdings maintain asset yield but increase single-name exposure. With secured debt still at $0.7 bn, total leverage could breach 1.0× if proceeds are fully deployed. Equity investors should brace for lower net investment income until yields on new originations offset the incremental coupon. I assign a slight negative bias given higher cost of capital and realised losses.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common	J.P. Morgan Securities LLC 390 Madison Avenue - 6th Floor New York NY 10017	1500000	43440000	92266338	07/07/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common	01/25/2010	Primary Capital Investment into the company	Issuer			1500000	01/25/2010	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Alclear Investments II, LLC 85 10TH AVE., 9TH FLOOR New York NY 10011	Common	05/13/2025	109409	2755338
Alclear Investments II, LLC 85 10TH AVE., 9TH FLOOR New York NY 10011	Common	05/14/2025	315591	7881585
Alclear Investments II, LLC 85 10TH AVE., 9TH FLOOR New York NY 10011	Common	05/15/2025	291466	7288923
Alclear Investments II, LLC 85 10TH AVE., 9TH FLOOR New York NY 10011	Common	05/21/2025	122533	3120205
Alclear Investments II, LLC 85 10TH AVE., 9TH FLOOR New York NY 10011	Common	05/22/2025	228374	5821504
Alclear Investments II, LLC 85 10TH AVE., 9TH FLOOR New York NY 10011	Common	06/05/2025	16839	439515
Alclear Investments II, LLC 85 10TH AVE., 9TH FLOOR New York NY 10011	Common	06/06/2025	132254	3447544
Alclear Investments II, LLC 85 10TH AVE., 9TH FLOOR New York NY 10011	Common	06/09/2025	20067	530844
Alclear Investments II, LLC 85 10TH AVE., 9TH FLOOR New York NY 10011	Common	06/10/2025	47272	1241817
Alclear Investments II, LLC 85 10TH AVE., 9TH FLOOR New York NY 10011	Common	06/11/2025	64144	1664793
Alclear Investments II, LLC 85 10TH AVE., 9TH FLOOR New York NY 10011	Common	06/12/2025	152051	3796833

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is the size and purpose of Prospect Capital’s new note offering (PSEC)?

PSEC is offering three unsecured InterNotes® issues (2028, 2030, 2032) to raise up to $1 billion for general corporate purposes, portfolio investments and refinancing.

What are the coupon rates and maturities of the PSEC notes?

The notes carry fixed coupons of 7.500% (2028), 7.750% (2030), and 8.000% (2032), paid semi-annually.

When can Prospect Capital call the new notes?

All three tranches are callable at 100% of par on 15 Jan 2026 and on any business day thereafter.

How do the new notes rank within PSEC’s capital structure?

They are unsecured senior obligations, pari passu with other unsecured debt and subordinated to secured borrowings under the revolver.

What recent liability management actions has PSEC completed?

In April-June 2025 PSEC fully retired its $342.9 m 3.706% Notes due 2026 via tender and redemption.

What is the Survivor’s Option mentioned in the filing?

Heirs of a deceased beneficial owner may request early repayment at par, subject to annual issuer caps of $2 m or 2% of notes outstanding.