YOU Form 4: CEO converts Class B to A and donates 200K shares to charity

Rhea-AI Filing Summary

Caryn Seidman Becker, director and CEO of Clear Secure, Inc. (ticker: YOU), reported Form 4 transactions on 09/09/2025 and 09/10/2025 describing internal conversions, a transfer, and a charitable gift. Under the company's charter, each Class B share converted 1-for-1 into Class A shares; 200,000 Class B shares were disposed on 09/09/2025 and converted into Class A shares. On 09/10/2025, a transfer for no value moved 200,000 Class A shares from Alclear Investments, LLC to Ms. Seidman Becker and a separate 200,000-share gift was donated to a 501(c)(3) foundation. After the reported transactions, the reporting person beneficially owned 366,515 Class A shares indirectly and directly held 166,515 Class A shares.

Positive

• Transparent disclosure of conversions, transfers, and a charitable donation on Form 4
• Charitable gift of 200,000 Class A shares to a 501(c)(3) foundation (no value received)
• Clarified indirect ownership through Alclear Investments, LLC controlled by the reporting person

Negative

• Reduction in beneficial ownership — 200,000 Class A shares were gifted, decreasing holdings
• Change in voting-class composition — 200,000 Class B shares converted, impacting prior high-vote share count

Insights

Securities Analyst

TL;DR: Insiders converted voting shares, executed an intra-entity transfer, and made a sizeable charitable gift; ownership structure changed but no cash proceeds reported.

The Form 4 discloses a one-for-one conversion of Class B to Class A shares consistent with the Certificate of Incorporation, followed by ownership reclassification and a 200,000-share gift to a charity. Transactions were largely non-cash (transfer for no value and gift). Materiality is limited to changes in beneficial ownership and voting profile; no sale proceeds or compensatory grants are reported.

Corporate Governance Expert

TL;DR: Voting-class conversion and charitable transfer alter beneficial ownership and potentially voting influence without a market transaction.

The conversion reduced Class B holdings (previously 20 votes per share) by 200,000 shares through conversion to Class A, and a subsequent gift removed 200,000 shares from the reporting person's beneficial ownership. The filing notes Alclear Investments, LLC as the indirect holder controlled by Ms. Seidman Becker, clarifying indirect vs direct ownership. These are governance-relevant changes but are disclosed under Rule 16 reporting and Rule 16a-13 exemptions.

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

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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^*

Seidman Becker Caryn

(Last) (First) (Middle)

85 10TH AVENUE, 9TH FLOOR

(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)

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

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

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 B Common Stock(1)(2)	09/09/2025		D(1)		200,000	D	(1)	351,787	I	See footnote(3)
Class A Common Stock(1)	09/09/2025		A(1)		200,000	A	(1)	200,000	I	See footnote(3)
Class A Common Stock(4)	09/10/2025		J(4)		200,000	D	$0(4)	0	I	See footnote(3)
Class A Common Stock(4)	09/10/2025		J(4)		200,000	A	$0(4)	366,515	D
Class A Common Stock(5)	09/10/2025		G(5)		200,000	D	$0(5)	166,515	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

Explanation of Responses:

1. Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B common stock of the Issuer ("Class B Common Stock") was converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.

2. Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).

3. Alclear Investments, LLC is controlled by Ms. Seidman Becker, its sole manager, who has dispositive control and voting control over the shares held by Alclear Investments, LLC.

4. Represents a transfer for no value from Alclear Investments, LLC to the reporting person in connection with the gift transactions reported herein. The reporting person believes that the transfer constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934.

5. This transaction represents a gift / donation to a 501(c)(3) charitable foundation. No value was received for the gifted shares.

Remarks:

	/s/ Lynn Haaland, Attorney-in-Fact	09/11/2025
	** 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.
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FAQ

What transactions did Clear Secure (YOU) insider Caryn Seidman Becker report on Form 4?

The filing reports conversion of 200,000 Class B shares into Class A shares, a transfer for no value of 200,000 Class A shares from Alclear Investments, LLC to Ms. Seidman Becker, and a 200,000-share gift to a 501(c)(3) charitable foundation.

How many Clear Secure (YOU) shares does the reporting person beneficially own after these transactions?

After the reported transactions, the filing shows the reporting person beneficially owned 366,515 Class A shares indirectly and 166,515 Class A shares directly (as reported in the Form 4).

Were any proceeds received from the reported transactions in the Form 4 for YOU?

No cash proceeds were reported. The filings describe transfers for no value and a gift; one transfer is identified as exempt under Rule 16a-13.

What is Alclear Investments, LLC's role in the Form 4 filing for Clear Secure (YOU)?

Alclear Investments, LLC is identified as the indirect holder of shares; Ms. Seidman Becker is its sole manager and therefore has dispositive and voting control over those shares.

Did the Form 4 report any sales or market trades of Clear Secure (YOU) stock?

No market sales are reported. Transactions are conversions, an intra-entity transfer, and a charitable gift; one disposition is reported as a gift/donation with no value received.