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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-voting common units of Alclear Holdings, LLC | 3,950 | $0.00 | -- |
| Disposition | Non-voting common units of Alclear Holdings, LLC | 16,050 | $0.00 | -- |
| Disposition | Class C Common Stock | 3,950 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 3,950 | $0.00 | -- |
| Sale | Class A Common Stock | 16,050 | $35.22 | $565K |
| Disposition | Class C Common Stock | 16,050 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 16,050 | $0.00 | -- |
| Sale | Class A Common Stock | 3,950 | $35.01 | $138K |
Footnotes (1)
- This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on September 12, 2024. 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. 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. 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. 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.
FAQ
What insider activity did Clear Secure (YOU) report on this Form 4?
Were the sales by Michael Z. Barkin part of a pre-established trading plan?
What were Barkin’s reported beneficial holdings after the transactions?
