Clear Secure CEO vests PSUs, covers taxes with shares

Clear Secure, Inc. CEO Caryn Seidman Becker reported a vesting of performance-based equity and related tax withholding, not an open-market trade.

Rhea-AI Filing Summary

Clear Secure, Inc. CEO Caryn Seidman Becker reported a vesting of performance-based equity and related tax withholding, not an open-market trade. A total of 801,943 performance restricted stock units granted in connection with the 2021 initial public offering vested into the same number of shares of Class A Common Stock after stock price targets were achieved.

To cover tax withholding obligations from this vesting, 443,475 shares were automatically withheld, classified as a tax-withholding disposition. Following these transactions, Seidman Becker now directly holds 596,833 shares of Class A Common Stock. The filing shows no open-market purchases or sales; it reflects compensation vesting mechanics.

Insider Trade Summary

801,943 shares exercised/converted

Exercise 3 txns

Insider Seidman Becker Caryn

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Performance Restricted Stock Units	801,943	$0.00	$0.00
Exercise	Class A Common Stock	801,943	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	443,475	$55.17	$24.47M

Holdings After Transaction: Performance Restricted Stock Units — 1,603,888 contracts (Direct); Class A Common Stock — 596,833 shares (Direct)

Footnotes (2)

1. F1. This Form 4 is being filed to report the vesting of a portion of performance restricted stock units ("PSUs") awarded in connection with the Issuer's initial public offering in 2021, each of which represents a contingent right to receive a share of Class A Common Stock following the vesting date. The PSUs were eligible for vesting based on the Issuer's stock price achieving specified share targets over a five-year period of time following the closing of the Issuer's initial public offering in July 2021.
2. F2. Represents RSUs automatically withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 1, exempt under Rule 16b-3.

Key Figures

PSUs vested: 801,943 units Shares withheld for taxes: 443,475 shares Post-transaction Class A holdings: 1,040,308 shares +2 more

5 metrics

PSUs vested 801,943 units Performance restricted stock units converting into Class A Common Stock

Shares withheld for taxes 443,475 shares Automatic tax-withholding disposition on PSU vesting

Post-transaction Class A holdings 1,040,308 shares Direct Class A Common Stock held after transactions

Tax withholding reference price $55.17 per share Value used for shares withheld to satisfy tax obligations

Derivative PSUs position 1,603,888 units Total performance restricted stock units reported after the derivative transaction

Key Terms

performance restricted stock units, tax withholding obligations, Rule 16b-3, initial public offering

4 terms

performance restricted stock units financial

"This Form 4 is being filed to report the vesting of a portion of performance restricted stock units ("PSUs") awarded in connection with the Issuer's initial public offering in 2021"

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

tax withholding obligations financial

"Represents RSUs automatically withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 1"

Rule 16b-3 regulatory

"Represents RSUs automatically withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 1, exempt under Rule 16b-3."

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

initial public offering financial

"PSUs awarded in connection with the Issuer's initial public offering in 2021"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Clear Secure (YOU) report for its CEO?

Clear Secure reported PSU vesting and tax withholding for its CEO. 801,943 performance restricted stock units vested into Class A shares, and 443,475 shares were automatically withheld to cover tax obligations, with no open-market buying or selling disclosed.

Did Clear Secure (YOU) CEO Caryn Seidman Becker sell shares on the market?

The filing does not show any open-market sales by the CEO. Shares reported as disposed were 443,475 automatically withheld to satisfy tax obligations upon PSU vesting, a non-market transaction exempt under Rule 16b-3.

How many Clear Secure (YOU) shares does the CEO hold after these transactions?

After the reported transactions, the CEO directly holds 1,040,308 Class A shares. This figure reflects the net position after 801,943 PSUs converted into shares and 443,475 shares were withheld for taxes.

What are the performance restricted stock units mentioned in Clear Secure (YOU)'s filing?

The performance restricted stock units are equity awards tied to stock price targets. They were granted around Clear Secure’s 2021 IPO and vest into Class A Common Stock when specified share price levels are achieved over a five-year period.

Why were 443,475 Clear Secure (YOU) shares withheld in the CEO’s Form 4?

The 443,475 shares were withheld to satisfy tax withholding obligations. This automatic withholding occurred in connection with the vesting of performance restricted stock units and is classified as a tax-withholding disposition under Rule 16b-3.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/29/2026 - 08:15 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Seidman Becker Caryn

(Last) (First) (Middle)

85 10TH AVENUE, 9TH FLOOR

(Street)

NEW YORK NEW YORK 10011

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Clear Secure, Inc. [ YOU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Class A Common Stock	06/26/2026		M		801,943	A	$0(1)	1,040,308	D
Class A Common Stock	06/26/2026		F(2)		443,475	D	$55.17	596,833	D

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
Performance Restricted Stock Units	(1)	06/26/2026		M			801,943	(1)	(1)	Class A Common Stock	801,943	$0	1,603,888	D

Explanation of Responses:

1. This Form 4 is being filed to report the vesting of a portion of performance restricted stock units ("PSUs") awarded in connection with the Issuer's initial public offering in 2021, each of which represents a contingent right to receive a share of Class A Common Stock following the vesting date. The PSUs were eligible for vesting based on the Issuer's stock price achieving specified share targets over a five-year period of time following the closing of the Issuer's initial public offering in July 2021.

2. Represents RSUs automatically withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 1, exempt under Rule 16b-3.

Remarks:

	/s/ Emma Barnett Bauman, Attorney-in-Fact	06/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)