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Clear Secure Insider Sale: CAO Trims Holdings by 5k Shares

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Clear Secure, Inc. (YOU) – Form 4 filing: Chief Accounting Officer Dennis W. Liu disclosed the sale of 5,000 Class A common shares on 08/05/2025 pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on 11/22/2024.

Two open-market transactions were executed: 1,000 shares at $32 and 4,000 shares at $34. Following these trades Liu’s direct holdings declined from 18,923 to 13,923 shares, a reduction of roughly 26%. No derivative security activity was reported.

The gross proceeds, based solely on the disclosed prices, approximate $168,000. The filing contains no additional financial metrics or company guidance.

Positive

  • Compliance transparency: Sale executed under a pre-declared Rule 10b5-1 plan, limiting concerns about insider timing.

Negative

  • Insider selling: Officer sold 5,000 shares, reducing direct stake by ~26%, which can be perceived as diminished confidence.

Insights

TL;DR: Officer sold 26% of direct stake (~$168k) under 10b5-1; modest negative sentiment but limited impact.

Liu’s disposal of 5,000 shares cuts his direct ownership to 13,923 shares. While a 26% trim is notable, the transaction occurred under a disclosed 10b5-1 plan, mitigating concerns of opportunistic selling. The dollar value is modest relative to Clear Secure’s daily trading volume, so market impact should be limited. Investors may view the sale as a routine diversification rather than a signal on fundamentals. No option exercises or derivative hedges accompany the trade, suggesting no bullish offset. Overall, the filing is mildly negative for sentiment but not materially impactful to valuation.

Insider Liu Dennis W.
Role Chief Accounting Officer
Sold 5,000 shs ($168K)
Type Security Shares Price Value
Sale Class A Common Stock 1,000 $32.00 $32K
Sale Class A Common Stock 4,000 $34.00 $136K
Holdings After Transaction: Class A Common Stock — 17,923 shares (Direct)
Footnotes (1)
  1. [object Object]
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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*
Liu Dennis W.
(Last) (First) (Middle)
85 10TH AVE., 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025
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 08/05/2025 S(1) 1,000 D $32 17,923 D
Class A Common Stock 08/05/2025 S(1) 4,000 D $34 13,923 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. This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on November 22, 2024.
Remarks:
/s/ Lynn Haaland, Attorney-in-Fact 08/07/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Clear Secure (YOU) shares did the CAO sell?

5,000 Class A common shares were sold on 08/05/2025.

At what prices were the YOU shares sold?

1,000 shares at $32 and 4,000 shares at $34.

What is Dennis W. Liu’s remaining direct ownership in YOU?

He now directly owns 13,923 Class A shares.

Was the YOU insider sale part of a 10b5-1 plan?

Yes. The filing states the trades were executed under a Rule 10b5-1 plan adopted 11/22/2024.

Did the Form 4 report any derivative transactions?

No derivative securities were acquired or disposed of in this filing.