YOU insider report: Kyle McLaughlin RSU vesting and tax withholding details

Rhea-AI Filing Summary

Insider transaction summary for Clear Secure, Inc. (YOU)

Kyle McLaughlin, Executive Vice President, Aviation, reported the vesting of 9,191 restricted stock units (RSUs) on 09/01/2025. All vested RSUs were treated as acquisitions under Rule 16b-3 and $0 per share is shown for deemed price because these were service-vested awards. Simultaneously 3,636 shares were sold/withheld at $36.31 per share to satisfy tax withholding, leaving the reporting person with 25,121 Class A shares after the transactions. The Form 4 was signed by an attorney-in-fact on 09/02/2025.

Positive

• Alignment of interests: Time-based RSU vesting continues to align the executive's compensation with shareholder value via equity ownership.
• Rule 16b-3 noted: The filing cites exemption under Rule 16b-3 for withholding, indicating the transaction follows standard exemption procedures.

Negative

• Share count reduction for the executive: Automatic withholding of 3,636 shares reduces the reporting person's direct holdings.
• No open-market purchases reported: The acquisition was via vesting, not additional purchases that would increase cached insider accumulation.

Insights

Financial Analyst

TL;DR: Routine executive RSU vesting with tax withholding, limited market impact.

The filing records time-based RSU vesting rather than open-market purchases or sales tied to company events, indicating compensation realization rather than discretionary trading. The 9,191 RSUs vested across multi-year installments; 3,636 shares were withheld at $36.31 to meet tax obligations, a standard practice that modestly reduces outstanding shares held by the executive. No derivative exercises or unusual transactions are reported, so market-significant liquidity or governance signals are minimal.

Corporate Governance Expert

TL;DR: Transaction reflects normal equity compensation administration and complies with Rule 16b-3.

The disclosure cites automatic withholding to satisfy taxes and references Rule 16b-3 exemption, indicating the transaction follows established insider-compensation protocols. Vesting schedule (equal installments 2024-2026) is explicitly noted in the footnote, supporting predictable incentive alignment. There are no disclosures of sales beyond withholding or changes to control arrangements; governance implications are routine.

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
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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^*

McLaughlin Kyle

(Last) (First) (Middle)

85 10TH AVENUE, 9TH FLR

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Aviation

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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

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

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

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	09/01/2025		M		9,191	A	$0(1)	28,757	D
Class A Common Stock	09/01/2025		F(2)		3,636	D	$36.31	25,121	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
Restricted Stock Units	(1)	09/01/2025		M			9,191	(1)	(1)	Class A Common Stock	9,191	$0	9,192	D

Explanation of Responses:

1. This Form 4 is being filed to report the vesting, and automatic withholding for tax purposes, of a portion of the restricted stock units ("RSUs"). These RSUs vest in equal installments on September 1, 2024, 2025 and 2026, generally subject to the reporting person's continued service.

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

Remarks:

	/s/ Lynn Haaland, Attorney-in-Fact	09/02/2025
	** 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.

FAQ

What did Kyle McLaughlin report on the Form 4 for Clear Secure (YOU)?

He reported the vesting of 9,191 RSUs on 09/01/2025 and the automatic withholding of 3,636 shares to satisfy taxes.

How many Class A shares does the reporting person own after the transactions?

The Form 4 shows the reporting person beneficially owned 25,121 Class A shares after the reported transactions.

At what price were shares withheld to cover taxes?

Shares withheld for tax purposes were recorded at $36.31 per share.

Were these RSUs part of a scheduled vesting plan or a one-time grant?

Footnote disclosure states the RSUs vest in equal installments on September 1, 2024, 2025 and 2026, indicating a scheduled multi-year vesting plan.

Does the Form 4 indicate any option exercises or derivative transactions?

No. Table II shows only the RSUs vesting; there are no separate option exercises or derivative disposals reported.