Alclear Investments reports conversion and gift of 200,000 YOU shares

Rhea-AI Filing Summary

Alclear Investments, LLC reported changes in beneficial ownership of Clear Secure, Inc. (YOU). On 09/09/2025 Alclear recorded disposition of 200,000 shares of Class B common stock, which under the issuer’s charter converted one-for-one into 200,000 shares of Class A common stock. The Form 4 shows an acquisition entry for 200,000 Class A shares on 09/09/2025 and a subsequent coded transfer on 09/10/2025 indicating a no‑value gift of 200,000 Class A shares to Ms. Caryn Seidman Becker; the filer states the transfer is treated as a change in form of beneficial ownership exempt under Rule 16a‑13. The reporting person is identified as a director and a 10% owner and notes Ms. Seidman Becker is its sole manager.

Insights

Securities Analyst

TL;DR: Insider transferred 200,000 shares via conversion and a no‑value gift to a related party; disclosure is routine but affects beneficial ownership.

The filing documents a conversion of Class B to Class A shares consistent with the company’s charter and a subsequent transfer reported as a gift to Ms. Caryn Seidman Becker. As filed by Alclear Investments, LLC, a director and >10% owner, the transactions change the form and location of beneficial ownership without an apparent sale for value. For investors this is a governance and ownership disclosure rather than an operational or financial signal; there is no cash proceeds event or change in total economic exposure disclosed here.

Corporate Governance Expert

TL;DR: Related‑party transfer disclosed; conversion and gift are documented and claim exemption under Rule 16a‑13.

The Form 4 clarifies that Class B shares converted one‑for‑one to Class A shares per the Certificate of Incorporation and that a 200,000 share transfer to Ms. Seidman Becker is treated as a no‑value change in form of beneficial ownership. The filer identifies potential director status by deputization and confirms the manager relationship, which is important for tracing beneficial control. This is a compliance‑focused filing that preserves transparency on beneficial ownership movements among insiders.

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

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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^*

Alclear Investments, LLC

(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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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 B Common Stock(1)(2)	09/09/2025		D(1)		200,000	D	(1)	351,787	D
Class A Common Stock(1)	09/09/2025		A(1)		200,000	A	(1)	200,000	D
Class A Common Stock(3)	09/10/2025		J(3)		200,000	D	$0(3)	0	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

Explanation of Responses:

1. Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B common stock of the Issuer ("Class B Common Stock") was converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.

2. Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).

3. Represents a transfer for no value from the reporting person to Ms. Caryn Seidman Becker in connection with the gift transactions reported by Ms. Seidman Becker in her Form 4 filed on September 11, 2025. The reporting person believes that the transfer constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934.

Remarks:

By virtue of its relationship with Ms. Caryn Seidman Becker, the sole manager of Alclear Investments, LLC and an equityholder of Alclear Investments, LLC, the reporting person may be deemed to be director by deputization.

	/s/ Lynn Haaland, Attorney-in-Fact	09/11/2025
	** 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).
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FAQ

What transactions did Alclear Investments report on Form 4 for Clear Secure (YOU)?

The Form 4 reports a disposition of 200,000 Class B shares that converted one‑for‑one to Class A shares and a subsequent transfer reported as a no‑value gift of 200,000 Class A shares to Ms. Caryn Seidman Becker.

Did the Form 4 report any cash sale proceeds for the transactions?

No. The filing shows a transfer coded as a no‑value gift and lists the transfer price as $0 for the 09/10/2025 entry.

How does the conversion between Class B and Class A shares work according to the filing?

The filing states the issuer’s Certificate of Incorporation provides that each share of Class B common stock converts into one share of Class A common stock on a one‑for‑one basis.

Who beneficially owns the shares after the reported transactions?

The Form 4 shows Alclear Investments’ beneficial ownership following the transactions as 351,787 shares of Class A common stock and indicates a transfer of 200,000 shares to Ms. Caryn Seidman Becker, but it does not provide a full post‑transfer breakdown for Ms. Seidman Becker within this filing.

What relationship does Alclear Investments have to Ms. Caryn Seidman Becker?

The filer states Ms. Caryn Seidman Becker is the sole manager of Alclear Investments, LLC and an equityholder; by that relationship the reporting person may be deemed a director by deputization.