Clear Secure (YOU) Director Michael Barkin reports planned sales totaling 20,000 shares

Rhea-AI Filing Summary

Insider sales by Clear Secure, Inc. director and president Michael Z. Barkin were reported on Form 4. The filings show share dispositions executed under a Rule 10b5-1 plan adopted September 12, 2024. On August 21, 2025, Mr. Barkin sold 3,950 shares of Class A common stock at a weighted-average price of $35.01, reducing his direct Class A holdings to 12,725 shares. On August 22, 2025, he sold an additional 16,050 Class A shares at a weighted-average price of $35.22, and concurrently exchanges converted non-voting Alclear Holdings units and corresponding Class C shares into Class A shares on a one-for-one basis to settle those sales. After the reported transactions, Mr. Barkin beneficially owned 28,775 Class A shares and 123,179 Class C shares (through conversions and remaining units) as reported.

Positive

• Transactions were executed pursuant to a Rule 10b5-1 trading plan, indicating pre-scheduled sales rather than opportunistic insider timing
• Filing discloses weighted-average sale prices and offers to provide per-trade price breakdowns on request, supporting transparency
• Explains conversion mechanics under the Exchange Agreement with Alclear Holdings, clarifying how non-voting units and Class C shares convert one-for-one into Class A shares

Negative

• Significant insider dispositions totaling 20,000 Class A shares over two days, which materially reduced direct Class A holdings
• Sales involved shares converted from non-voting Alclear units and Class C shares, which may complicate assessment of long-term insider ownership continuity

Insights

Securities Analyst

TL;DR: Routine, planned insider sales under a 10b5-1 plan; material sizing but appears pre-scheduled, suggesting limited new information.

The Form 4 discloses sizable disposals totaling 20,000 Class A shares across two days executed pursuant to a Rule 10b5-1 trading plan adopted September 12, 2024. The weighted-average sale prices ($35.01 and $35.22) are specified and the report explains these sales were settled using exchanged Class A shares derived from non-voting Alclear Holdings units and corresponding Class C stock under an existing Exchange Agreement. From an investor-impact perspective, these are director/officer sales rather than open-market signaling of new corporate developments; they are material in size relative to reported post-transaction holdings but consistent with pre-established trading instructions.

Corporate Governance Expert

TL;DR: Governance disclosure is thorough; use of a 10b5-1 plan and exchange mechanics are properly explained.

The filing includes explanations regarding the Rule 10b5-1 plan and the Exchange Agreement with Alclear Holdings, LLC, clarifying how non-voting common units and Class C shares convert one-for-one into Class A shares. The report also provides weighted-average price ranges and an undertaking to disclose per-price sale breakdowns if requested, which supports transparency. No amendment or corrective language is present, and the filing is signed by an attorney-in-fact.

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)
08/21/2025

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	08/21/2025		S(1)		3,950	D	$35.01(2)	12,725(3)	D
Class C Common Stock(3)(4)	08/22/2025		D(3)		3,950	D	(3)	139,229	D
Class A Common Stock(3)	08/22/2025		A(3)		3,950	A	(3)	16,675(3)	D
Class A Common Stock	08/22/2025		S(1)		16,050	D	$35.22(5)	12,725(3)	D
Class C Common Stock(3)(4)	08/22/2025		D(3)		16,050	D	(3)	123,179	D
Class A Common Stock(3)	08/22/2025		A(3)		16,050	A	(3)	28,775(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)	08/22/2025		D(3)			3,950	(3)	(3)	Class A Common Stock	3,950	(3)	139,229	D
Non-voting common units of Alclear Holdings, LLC(3)	(3)	08/22/2025		D(3)			16,050	(3)	(3)	Class A Common Stock	16,050	(3)	123,179	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 $35 to $35.05, 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 Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), non-voting common interest units ("Common Units") of Alclear, together with a corresponding number of shares of Class C common stock of the Issuer ("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 5, and so after the transactions reported in this Form 4, 12,725 shares of Class A Common Stock were held.

4. Shares of 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 Common Units held.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $35 to $35.42, 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.

Remarks:

	/s/ Lynn Haaland, Attorney-in-Fact	08/25/2025
	** 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 insider activity did Clear Secure (YOU) report on this Form 4?

The filing reports that director and president Michael Z. Barkin sold a total of 20,000 Class A shares on August 21-22, 2025 under a Rule 10b5-1 plan.

Were the sales by Michael Z. Barkin part of a pre-established trading plan?

Yes. The sales were automatically effected pursuant to a Rule 10b5-1 trading plan adopted on September 12, 2024.

At what prices were the Class A shares sold?

The Form 4 reports weighted-average sale prices of $35.01 for the August 21 sales and $35.22 for the August 22 sales, with ranges disclosed in the filing.

How were Alclear Holdings units and Class C shares involved in the transactions?

Pursuant to the Exchange Agreement, non-voting common units of Alclear and corresponding Class C shares were exchanged one-for-one into Class A shares; those Class A shares were used to settle the reported sales.

What were Barkin’s reported beneficial holdings after the transactions?

After the transactions the report shows 28,775 Class A shares beneficially owned and 123,179 Class C shares (reflecting remaining units/positions) as reported on the Form 4.