Clear Secure officer sells 2,104 shares at $44

Clear Secure’s chief accounting officer reported RSU vesting, tax-share withholding, and a planned sale of Class A shares under a Rule 10b5-1 trading plan.

Rhea-AI Filing Summary

Clear Secure, Inc. (YOU) reported insider transactions by Chief Accounting Officer Dennis W. Liu involving vested restricted stock units and related share movements. On September 1, 2026, 10,969 RSUs vested and were settled into an equal number of Class A shares, with 3,955 shares withheld to cover tax obligations. On September 3, 2026, Liu sold 2,104 Class A shares at $44.47 per share in a transaction automatically effected under a Rule 10b5-1 trading plan adopted on May 14, 2026.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Liu Dennis W.

Role Chief Accounting Officer

Sold 2,104 shs ($94K)

Approx. gross sale proceeds $94K

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F3	2,104	$44.47	$94K
Exercise	Restricted Stock Units F1	10,969	$0.00	$0.00
Exercise	Class A Common Stock F1	10,969	$0.00	$0.00
Tax Withholding	Class A Common Stock F2	3,955	$42.97	$170K

Holdings After Transaction: Restricted Stock Units — 10,969 contracts (Direct); Class A Common Stock — 15,870 shares (Direct)

Footnotes (3)

1. F1. This transaction reflects the issuance of shares following the vesting of 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 each of September 1, 2025 and 2026, and one-third of the RSUs will vest on September 1, 2027.
2. F2. 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.
3. F3. This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on May 14, 2026.

Key Figures

Shares sold: 2,104 shares Sale price per share: $44.47 per share RSUs vested and settled: 10,969 RSUs / 10,969 shares +3 more

6 metrics

Shares sold 2,104 shares Class A Common Stock sold by Dennis W. Liu on September 3, 2026

Sale price per share $44.47 per share Open-market or private sale of 2,104 Class A shares on September 3, 2026

RSUs vested and settled 10,969 RSUs / 10,969 shares RSUs vesting into Class A Common Stock on September 1, 2026

Shares withheld for taxes 3,955 shares Shares withheld to satisfy tax withholding obligations on September 1, 2026

Tax withholding reference price $42.97 per share Value used for 3,955 shares withheld for tax obligations on September 1, 2026

RSU vesting schedule 1/3 each in 2025, 2026, 2027 RSUs vesting on September 1, 2025; September 1, 2026; and September 1, 2027

Key Terms

Restricted Stock Units, Rule 10b5-1 trading plan, Rule 16b-3, tax withholding obligations

4 terms

Restricted Stock Units financial

"This transaction reflects the issuance of shares following the vesting of restricted stock units"

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 10b5-1 trading plan regulatory

"This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Rule 16b-3 regulatory

"Represents RSUs automatically withheld to satisfy tax withholding obligations ... 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.

tax withholding obligations financial

"RSUs automatically withheld to satisfy tax withholding obligations in connection with the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Clear Secure (YOU) disclose for Dennis W. Liu?

Clear Secure disclosed that on September 1, 2026, 10,969 RSUs vested and were settled into Class A shares, with 3,955 shares withheld for taxes, and on September 3, 2026, Liu sold 2,104 Class A shares at $44.47 per share.

Was the Clear Secure (YOU) insider sale made under a Rule 10b5-1 trading plan?

Yes. The sale of 2,104 Class A shares on September 3, 2026 was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by Dennis W. Liu on May 14, 2026.

How many Clear Secure (YOU) shares were withheld for taxes on the RSU vesting?

In connection with the September 1, 2026 RSU vesting, 3,955 Class A shares were automatically withheld to satisfy tax withholding obligations, as disclosed in the filing and described as exempt under Rule 16b-3.

What is the vesting schedule of the reported Clear Secure (YOU) RSUs?

The RSUs vest in three equal installments: one-third vested on September 1, 2025, one-third vested on September 1, 2026, and one-third will vest on September 1, 2027, generally subject to Dennis W. Liu’s continued service.

What prices were involved in the recent Clear Secure (YOU) insider transactions?

The open-market sale on September 3, 2026 was at $44.47 per share for 2,104 Class A shares. The 3,955 shares withheld for taxes on September 1, 2026 were valued at $42.97 per share for tax-withholding purposes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 08:38 PM EDT Accepted by SEC EDGAR 09/03/2026 - 08:38 PM EDT Learn about SEC filing dates

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/01/2026		M		10,969	A	$0(1)	21,929	D
Class A Common Stock	09/01/2026		F(2)		3,955	D	$42.97	17,974	D
Class A Common Stock	09/03/2026		S(3)		2,104	D	$44.47	15,870	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)	09/01/2026		M			10,969	(1)	(1)	Class A Common Stock	10,969	$0	10,969	D

Explanation of Responses:

1. This transaction reflects the issuance of shares following the vesting of 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 each of September 1, 2025 and 2026, and one-third of the RSUs will vest on September 1, 2027.

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.

3. This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on May 14, 2026.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Emma Barnett Bauman, Attorney-in-Fact	09/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)