Clear Secure (YOU) CEO PSU vesting triggers 443,475-share tax withholding
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 358,468 shares
Net Buy
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 shares (Direct);
Class A Common Stock — 596,833 shares (Direct)
Footnotes (2)
- 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.
- 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
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
