YOU Form 4: CFO reports RSU vesting and tax-withheld shares at $36.31

Rhea-AI Filing Summary

Clear Secure, Inc. (YOU) Form 4 summary: The filing by Dennis W. Liu, Chief Accounting Officer and director, reports the vesting on 09/01/2025 of 10,968 restricted stock units (RSUs). Of those vested RSUs, 3,954 shares were withheld to satisfy tax withholding obligations at a reported price of $36.31, resulting in 10,968 RSUs added and a post-transaction beneficial ownership of 21,938 Class A shares. The RSUs vest in equal installments on September 1, 2025, 2026 and 2027, generally subject to continued service. The form is signed by an attorney-in-fact on 09/02/2025.

Positive

• Timely and clear disclosure of RSU vesting and tax withholding on Form 4
• Specific amounts disclosed: 10,968 RSUs vested and 3,954 shares withheld for taxes at $36.31

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine reporting of executive RSU vesting and tax withholding; no new purchases or sales reported.

The Form 4 discloses a scheduled vesting event for the Chief Accounting Officer: 10,968 RSUs vested on 09/01/2025 with 3,954 shares withheld for taxes at $36.31 per share, leaving the reporting person with 21,938 Class A shares beneficially owned. This is a standard disclosure reflecting compensation vesting and tax withholding; it does not show open-market purchases or dispositions. The filing follows Section 16 reporting requirements and identifies the vesting schedule for remaining RSUs (2026 and 2027).

Corporate Governance Expert

TL;DR: Administrative transaction tied to equity compensation; documentation appears complete and compliant.

The disclosure clearly states the nature and timing of the transaction (RSU vesting and automatic withholding), the amount vested, and the number of shares withheld for taxes. The filing indicates continued service conditions for remaining installments and includes an explanatory footnote that the withholding is exempt under Rule 16b-3. Signature by an attorney-in-fact is included. From a governance perspective this is a routine compensation-related filing with appropriate explanatory notes.

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

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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^*

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)
09/01/2025

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	09/01/2025		M		10,968	A	$0(1)	22,864	D
Class A Common Stock	09/01/2025		F(2)		3,954	D	$36.31	18,910	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)	09/01/2025		M			10,968	(1)	(1)	Class A Common Stock	10,968	$0	21,938	D

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"). These RSUs vest in equal installments on September 1, 2025, 2026 and 2027, generally subject to the reporting person's continued service.

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.

Remarks:

	/s/ Lynn Haaland, Attorney-in-Fact	09/02/2025
	** 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

What did the Clear Secure (YOU) Form 4 filed by Dennis W. Liu report?

The filing reports the vesting of 10,968 RSUs on 09/01/2025 and the automatic withholding of 3,954 shares for tax purposes at a reported price of $36.31.

How many Class A shares does the reporting person beneficially own after the transaction?

After the reported transactions the filing shows the reporting person beneficially owns 21,938 Class A shares.

What is the vesting schedule for the RSUs disclosed in the Form 4?

The RSUs vest in equal installments on September 1, 2025, 2026, and 2027, generally subject to the reporting person's continued service.

Why were shares withheld in this Form 4?

The filing states shares were automatically withheld to satisfy tax withholding obligations in connection with the RSU vesting; this withholding is described as exempt under Rule 16b-3.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by /s/ Lynn Haaland, Attorney-in-Fact and dated 09/02/2025.