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Clear Secure (NYSE: YOU) CFO reports RSU vesting and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Clear Secure, Inc. Chief Financial Officer Jennifer Hsu reported routine equity compensation activity tied to restricted stock units (RSUs). On April 1, 2026, 7,106 RSUs vested and converted into an equal number of Class A Common shares. To cover tax withholding on this vesting, 3,930 shares were automatically withheld at a price of $49.09 per share, rather than sold in the open market. After these transactions and including 44.18 shares acquired through dividend reinvestment, Hsu directly holds 9,738.18 shares of Class A Common Stock and 14,212 RSUs that remain outstanding, with additional RSU tranches scheduled to vest on April 1, 2027 and April 1, 2028.

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Insider Hsu Jennifer
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 7,106 $0.00 --
Exercise Class A Common Stock 7,106 $0.00 --
Tax Withholding Class A Common Stock 3,930 $49.09 $193K
Holdings After Transaction: Restricted Stock Units — 14,212 shares (Direct); Class A Common Stock — 13,668.18 shares (Direct)
Footnotes (1)
  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"). Each RSU represents a contingent right to receive a share of Class A Common Stock of the Issuer, generally subject to the reporting person's continued service. One-third of the RSUs vested on April 1, 2026, and one-third of the RSUs will vest on each of April 1, 2027 and April 1, 2028. Includes 44.18 shares acquired by the reporting person since the date of the last report in transactions intended to be exempt pursuant to Rule 16a-11 through automatic dividend reinvestment on terms substantially similar to the terms of the issuer's dividend reinvestment plan (DRIP). 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.
RSUs vested 7,106 units RSUs vesting and converting on April 1, 2026
Shares withheld for taxes 3,930 shares Automatic tax withholding on RSU vesting
Withholding price $49.09 per share Value used for tax-withholding disposition
Post-transaction common shares 9,738.18 shares Direct Class A Common Stock held after transactions
Remaining RSUs 14,212 units RSUs held following vesting and conversion event
Dividend reinvestment shares 44.18 shares Shares acquired via automatic dividend reinvestment
Future vesting dates April 1, 2027 and April 1, 2028 Scheduled vesting for remaining RSU tranches
Restricted Stock Units financial
"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")."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 16a-11 regulatory
"Includes 44.18 shares acquired by the reporting person since the date of the last report in transactions intended to be exempt pursuant to Rule 16a-11 through automatic dividend reinvestment..."
dividend reinvestment plan (DRIP) financial
"...automatic dividend reinvestment on terms substantially similar to the terms of the issuer's dividend reinvestment plan (DRIP)."
A dividend reinvestment plan (DRIP) is a program that automatically uses the cash dividends an investor receives to buy additional shares (or fractions of shares) of the same company instead of paying out cash. Like a snowball that quietly grows larger, it helps investors compound returns over time, increase ownership without manual trades or commission costs, and change future income streams — though dividends used are still taxable as income.
Rule 16b-3 regulatory
"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."
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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Hsu Jennifer
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/01/2026M7,106A$0(1)13,668.18(2)D
Class A Common Stock04/01/2026F(3)3,930D$49.099,738.18(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)(1)04/01/2026M7,106 (1) (1)Class A Common Stock7,106$014,212D
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"). Each RSU represents a contingent right to receive a share of Class A Common Stock of the Issuer, generally subject to the reporting person's continued service. One-third of the RSUs vested on April 1, 2026, and one-third of the RSUs will vest on each of April 1, 2027 and April 1, 2028.
2. Includes 44.18 shares acquired by the reporting person since the date of the last report in transactions intended to be exempt pursuant to Rule 16a-11 through automatic dividend reinvestment on terms substantially similar to the terms of the issuer's dividend reinvestment plan (DRIP).
3. 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-Fact04/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Clear Secure (YOU) CFO Jennifer Hsu report in this Form 4?

CFO Jennifer Hsu reported the vesting of 7,106 restricted stock units, their conversion into Class A Common shares, and automatic share withholding to cover related tax obligations. These actions reflect routine equity compensation mechanics, not open-market share purchases or sales.

How many Clear Secure (YOU) RSUs vested for the CFO on April 1, 2026?

On April 1, 2026, 7,106 restricted stock units vested for CFO Jennifer Hsu, each converting into one share of Class A Common Stock. This represented one-third of her RSU grant, with additional one-third tranches scheduled to vest on April 1, 2027 and April 1, 2028.

How many Clear Secure (YOU) shares were withheld for taxes in this filing?

A total of 3,930 Class A Common shares were automatically withheld to satisfy tax withholding obligations related to the RSU vesting. These shares were valued at $49.09 each for tax purposes and were not sold in open‑market transactions, but retained by the issuer.

What are Jennifer Hsu’s Clear Secure (YOU) share holdings after these transactions?

After the reported transactions, CFO Jennifer Hsu directly holds 9,738.18 shares of Class A Common Stock, reflecting net shares remaining after tax withholding and including 44.18 shares from dividend reinvestment. She also holds 14,212 unvested RSUs that may convert into future shares.

Are the Clear Secure (YOU) CFO’s Form 4 transactions open‑market trades?

The reported transactions are not open‑market trades. They reflect RSU vesting, conversion into Class A Common shares, and automatic share withholding to cover tax obligations. No open‑market buy or sell orders were disclosed, indicating routine compensation and tax mechanics instead of discretionary trading.

How are future Clear Secure (YOU) RSU vesting dates structured for the CFO?

The RSU grant for CFO Jennifer Hsu is scheduled to vest in three equal parts. One‑third vested on April 1, 2026, while the remaining one‑third portions are expected to vest on April 1, 2027 and April 1, 2028, assuming continued service with the company.