Clear Secure (NYSE: YOU) affiliate logs PSU vesting and major share conversions
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Alclear Investments, LLC, an affiliate of Clear Secure, Inc., reported several equity-related transactions tied to the company’s multi-class share structure and performance awards. On July 2, 2026, 42,135 shares of Class A common stock were automatically withheld at $53.79 per share to satisfy tax obligations from vesting performance restricted stock units.
Alclear Investments, LLC indirectly acquired 76,192 Class A shares through a derivative exercise, ending with 673,025 Class A shares held indirectly. Separately, 151,787 shares of Class B common stock converted into 151,787 Class A shares, leaving that Class B position at zero and 151,787 Class A shares held directly.
In a larger step linked to the fifth anniversary of Clear Secure’s IPO, 18,380,246 shares of Class D common stock converted into an equal number of Class C shares, eliminating that Class D balance. Footnotes explain that Class B and Class D carry 20 votes per share, while Class C has voting rights but no economic rights, and that the reported PSUs have now fully vested or been forfeited with no remaining PSUs outstanding.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Alclear Investments, LLC
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class D Common Stock | 18,380,246 | $0.00 | -- |
| Conversion | Class C Common Stock | 18,380,246 | $0.00 | -- |
| Conversion | Class B Common Stock | 151,787 | $0.00 | -- |
| Conversion | Class A Common Stock | 151,787 | $0.00 | -- |
| Exercise | Class A Common Stock | 76,192 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 42,135 | $53.79 | $2.27M |
Holdings After Transaction:
Class D Common Stock — 0 shares (Direct);
Class C Common Stock — 18,380,246 shares (Direct);
Class B Common Stock — 0 shares (Direct);
Class A Common Stock — 151,787 shares (Direct);
Class A Common Stock — 673,025 shares (Indirect, See footnote)
Footnotes (1)
- Pursuant to the terms of the Issuer's Certificate of Incorporation ("COI"), each share of Class B common stock of the Issuer ("Class B Common Stock") will automatically convert into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis, and each share of Class D common stock of the Issuer ("Class D Common Stock") will automatically convert into a share of Class C common stock of the Issuer ("Class C Common Stock") on a one-for-one basis (i) at the option of the holder, (ii) immediately prior to any sale or other transfer of such share to a person or entity that is not a member of the reporting person's permitted ownership group as described in the Issuer's COI, (iii) upon the 5th anniversary of the consummation of the Issuer's initial public offering ("IPO"), (iv) with respect to any shares of Class B Common Stock or Class D Common Stock held by the reporting person or any other person in the reporting person's permitted ownership (cont. in FN2) (cont. from F1) group, (a) such time as the reporting person is removed as a director from the board of directors of the Issuer with such reporting person's consent, (b) upon the violation of any material non-compete or non-solicitation covenants by the reporting person set forth in any written agreement entered into by the Issuer and the reporting person on or after the filing and effectiveness of the Issuer's COI, which violation is finally determined by a court of competent jurisdiction or (c) upon the death or disability (as defined in the Issuer's COI) of the reporting person or (v) if the reporting person and its permitted transferees cease to hold or control, in the aggregate, at least 25% of the aggregate shares of the Class B Common Stock and Class D Common Stock held by or subject to the voting control of such reporting person and its permitted transferees as of the consummation of the Issuer's IPO. July 2, 2026 was the 5th anniversary of the Issuer's IPO. Shares of Class D Common Stock have 20 votes 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. 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"), vested Common Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for, at the Issuer's option, (i) shares of Class A Common Stock, which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis or (ii) cash from a substantially concurrent public offering or private sale of Class A Common Stock (based on the market price of the Class A Common Stock in such public offering or private sale). The exchange rights under the Exchange Agreement do not expire. 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 Common Units held. Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation). This Form 4 is being filed to report the vesting of a portion of performance restricted stock units ("PSUs") awarded in connection with the Issuer's initial public offering in 2021, each of which represents a contingent right to receive a share of Class A Common Stock following the vesting date. The PSUs were eligible for vesting based on the Issuer's stock price achieving specified share targets over a five-year period of time following the closing of the Issuer's initial public offering in July 2021. The remaining PSUs for which the performance goals were not met within such period were forfeited and so, after the vesting of the portion of the award reported in this Form 4, there are no remaining PSUs. Alclear Investments, LLC is controlled by Ms. Seidman Becker, its sole manager, who has dispositive control and voting control over the shares held by Alclear Investments, LLC. Represents RSUs automatically withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 7, exempt under Rule 16b-3.
Key Figures
Tax-withheld shares: 42,135 shares
Tax-withholding price: $53.79 per share
Class A acquired indirectly: 76,192 shares
+3 more
6 metrics
Tax-withheld shares
42,135 shares
Class A shares withheld at $53.79 for PSU tax obligations
Tax-withholding price
$53.79 per share
Value used for 42,135 Class A shares withheld
Class A acquired indirectly
76,192 shares
Derivative exercise by Alclear Investments, LLC
Indirect Class A holdings
673,025 shares
Class A shares held indirectly after transactions
Class B to Class A conversion
151,787 shares
One-for-one conversion into Class A common stock
Class D to Class C conversion
18,380,246 shares
One-for-one conversion into Class C common stock
Key Terms
performance restricted stock units, Exchange Agreement, non-voting common interest units, Common Units, +1 more
5 terms
performance restricted stock units financial
"This Form 4 is being filed to report the vesting of a portion of performance restricted stock units ("PSUs") awarded in connection with the Issuer's initial public offering in 2021"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
Exchange Agreement financial
"Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear and the equityholders of Alclear"
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
non-voting common interest units financial
"Shares of Class D Common Stock have 20 votes per share but no economic rights and are issued in an equal amount to the number of non-voting common interest units ("Common Units") of Alclear Holdings, LLC"
Common Units financial
"Shares of Class C Common Stock have one vote per share but no economic rights and are issued in an equal amount to the Common Units held."
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
Rule 16b-3 regulatory
"Represents RSUs automatically withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 7, 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.
FAQ
What insider transactions did Clear Secure (YOU) report on July 2, 2026?
Clear Secure reported equity-related transactions by Alclear Investments, LLC, including PSU vesting, tax withholding of 42,135 Class A shares, derivative exercises, and conversions of Class B and Class D stock into Class A and Class C, respectively, under the company’s multi-class share structure.
What happened to the performance restricted stock units (PSUs) mentioned for Clear Secure (YOU)?
The PSUs vested in part based on Clear Secure’s stock price targets over a five-year period after the July 2021 IPO. The remaining PSUs that did not meet performance goals within that window were forfeited, and the filing states there are now no PSUs remaining outstanding.