YOU Form 4: President Barkin trims stake, retains sizable convertible units

Rhea-AI Filing Summary

Clear Secure (YOU) Form 4: President & Director Michael Z. Barkin executed pre-planned transactions on 5-6 Aug 2025.

• Sales: 11,333 Class A shares at $32.26 and 8,667 at $33.54 (weighted averages) under a Rule 10b5-1 plan adopted 12 Sep 2024.
• Exchanges: 20,000 Alclear non-voting units and matching Class C shares converted 1:1 into Class A shares, which were immediately used to settle the above sales.
• Post-transaction holdings: 12,725 Class A shares (direct) and 143,179 Alclear units/Class C shares (convertible into Class A at any time).

The activity reduces Barkin’s direct economic stake in the publicly traded class by roughly 61%, a potential bearish signal, yet his large remaining convertible units preserve voting power and future upside.

Positive

• Transactions executed under a Rule 10b5-1 plan, reducing concerns over opportunistic insider timing.
• Insider retains 143,179 convertible units/Class C shares, indicating continued long-term alignment with shareholders.

Negative

• Approximately 61% reduction in Class A holdings by a senior executive may signal limited near-term confidence.
• Dual-class structure remains intact, leaving voting power concentrated and raising ongoing governance concerns.

Insights

Financial Analyst

TL;DR: Large insider sale under 10b5-1 plan is a modestly negative sentiment indicator for near-term price.

The sale of 20,000 Class A shares (≈$660k value) slashes Barkin’s direct float exposure to 12,725 shares. Although pre-scheduled, the 61% reduction signals reduced short-term conviction and may pressure the stock if investors extrapolate. Offsetting this, he still controls 143k convertible units that can supply future liquidity. No company fundamentals are affected, but persistent insider selling could weigh on valuation multiples.

Corporate Governance Expert

TL;DR: Exchange simplifies capital stack, but dual-class voting influence remains intact.

Conversion of Class C/Alclear units into Class A marginally reduces non-economic share count, aligning economic and voting interests. However, Barkin’s retention of 143,179 units plus matching Class C shares preserves his governance sway, perpetuating Clear Secure’s dual-class structure. From a governance perspective the transaction is neutral: minor float increase, no change in control dynamics.

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^*

Barkin Michael Z

(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)

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

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)		11,333	D	$32.26(2)	21,392(3)	D
Class A Common Stock	08/05/2025		S(1)		8,667	D	$33.54(4)	12,725(3)	D
Class C Common Stock(3)(5)	08/06/2025		D(3)		20,000	D	(3)	143,179	D
Class A Common Stock(3)	08/06/2025		A(3)		20,000	A	(3)	32,725(3)	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
Non-voting common units of Alclear Holdings, LLC(3)	(3)	08/06/2025		D(3)			20,000	(3)	(3)	Class A Common Stock	20,000	(3)	143,179	D

Explanation of Responses:

1. This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on September 12, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $32 to $32.95, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, and the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

3. Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear and the equityholders of Alclear (the "Exchange Agreement"), Common Units, together with a corresponding number of shares of Class C Common Stock, were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle the sale transactions described in footnotes 2 and 4, and so after the transactions reported in this Form 4, 12,725 shares of Class A Common Stock were held.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $33.04 to $34.03, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, and the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

5. Shares of Class C common stock of the Issuer ("Class C Common Stock") have one vote per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units ("Common Units") of Alclear Holdings, LLC ("Alclear") held.

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.

FAQ

How many Clear Secure (YOU) shares did President Michael Barkin sell?

He sold 20,000 Class A shares in two trades on 5 Aug 2025.

At what prices were the YOU shares sold?

Weighted average prices were $32.26 for 11,333 shares and $33.54 for 8,667 shares.

Was the sale made under a 10b5-1 trading plan?

Yes. The plan was adopted on 12 Sep 2024, providing an affirmative defense for the trades.

How many Class A shares does Barkin now own?

After the transactions, he directly holds 12,725 Class A shares.

What are the Class C shares and Alclear units mentioned?

Class C shares carry one vote but no economic rights and mirror the non-voting Alclear units, which are convertible into Class A stock 1:1.

Do the exchange rights on the Alclear units expire?

No. The Exchange Agreement states the conversion rights do not expire.