Clear Secure (YOU) director and 10% owner logs 500K sale, restructures holdings

Rhea-AI Filing Summary

Clear Secure, Inc. reported that a director and 10% owner sold a total of 500,000 shares of Class A common stock on 12/12/2025 in three transactions at weighted average prices of $40.53, $41.31 and $42.02 per share. These sales were automatically executed under a Rule 10b5-1 trading plan adopted on September 13, 2024.

On 12/16/2025, the filing shows related equity exchanges involving Alclear Holdings, LLC. The reporting person exchanged 500,000 non-voting common units and a corresponding 500,000 shares of Class D common stock for Class B common stock, then converted 500,000 shares of Class B common stock into Class A common stock on a one-for-one basis. After these steps, the reporting person beneficially owns 502,250 shares of Class A common stock, 351,787 shares of Class B common stock, 19,130,246 shares of Class D common stock and 19,130,246 non-voting common units of Alclear Holdings, LLC.

Insights

Corporate governance and insider-transactions analyst

Pre-planned insider sale of 500,000 Class A shares plus internal equity exchanges; overall voting control structure is maintained.

The report shows a significant insider sale: 500,000 shares of Clear Secure Class A common stock were sold on 12/12/2025 in three blocks at weighted average prices of $40.53, $41.31 and $42.02 per share. The transactions were executed automatically under a Rule 10b5-1 trading plan adopted on September 13, 2024, indicating they were pre-scheduled rather than discretionary trades.

The filing also details a restructuring of the insider’s ownership across multiple security classes on 12/16/2025. The reporting person exchanged 500,000 non-voting common units of Alclear Holdings, LLC and 500,000 shares of Class D common stock (which carry 20% voting power per share and no economic rights) into Class B common stock, and then converted 500,000 Class B shares into Class A shares on a one-for-one basis. After these steps, the insider still holds 19,130,246 Class D shares and an equal number of non-voting common units, alongside 351,787 Class B shares and 502,250 Class A shares, preserving substantial voting influence while adjusting the liquid, economically participating portion of the stake.

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^*

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)
12/12/2025

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	12/12/2025		S(1)		283,263	D	$40.53(2)	216,737(3)	D
Class A Common Stock	12/12/2025		S(1)		214,487	D	$41.31(4)	2,250(3)	D
Class A Common Stock	12/12/2025		S(1)		2,250	D	$42.02(5)	2,250(3)	D
Class D Common Stock(6)(7)	12/16/2025		D(7)		500,000	D	(7)	19,130,246	D
Class B Common Stock(7)(8)	12/16/2025		A(7)		500,000	A	(7)	851,787	D
Class B Common Stock(3)(8)	12/16/2025		D(3)		500,000	D	(3)	351,787	D
Class A Common Stock(3)	12/16/2025		A(3)		500,000	A	(3)	502,250	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(7)	(7)	12/16/2025		D			500,000	(7)	(7)	Class B Common Stock and Class A Common Stock	500,000	(7)	19,130,246	D

Explanation of Responses:

1. These transactions were automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on September 13, 2024.

2. These shares were sold in multiple transactions ranging from $40.00 to $40.99. 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 set forth in this footnote and in footnotes 4 and 5.

3. 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. The resulting shares of Class A Common Stock were used to settle the sale transaction described above, and so after the transactions reported in this Form 4, no shares of Class A Common Stock are held.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $41.00 to $41.99, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $42.00 to $42.06, inclusive.

6. 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 Common Units held.

7. Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear and the equity holders of Alclear (the "Exchange Agreement"), Common Units, together with a corresponding number of shares of Class D Common Stock, were exchanged for Class B Common Stock on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire.

8. Shares of Class B common stock of the Issuer ("Class B Common Stock") have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).

Remarks:

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

	/s/ Lynn Haaland, Attorney-in-Fact	12/16/2025
	** 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 insider stock sales did Clear Secure (YOU) disclose in this Form 4?

The filing reports that a director and 10% owner sold a total of 500,000 shares of Class A common stock on 12/12/2025, in three transactions at weighted average prices of $40.53, $41.31 and $42.02 per share.

Was the Clear Secure (YOU) insider sale made under a Rule 10b5-1 trading plan?

Yes. The filing states that the 500,000 Class A shares sold on 12/12/2025 were automatically effected under a Rule 10b5-1 trading plan that the reporting person adopted on September 13, 2024.

What equity exchanges did the Clear Secure (YOU) insider report on 12/16/2025?

On 12/16/2025, the reporting person exchanged 500,000 non-voting common units of Alclear Holdings, LLC and 500,000 shares of Class D common stock for Class B common stock, then converted 500,000 Class B shares into Class A common stock on a one-for-one basis.

How many Clear Secure (YOU) shares does the reporting person own after these transactions?

After the reported transactions, the reporting person beneficially owns 502,250 shares of Class A common stock, 351,787 shares of Class B common stock, and 19,130,246 shares of Class D common stock, plus 19,130,246 non-voting common units of Alclear Holdings, LLC.

What are the voting and economic rights of Clear Secure (YOU) Class B and Class D shares?

Class B common stock has 20 votes per share and full economic rights, including dividends and liquidation distributions. Class D common stock also has 20 votes per share but no economic rights; it is issued in an amount equal to the number of non-voting common units held.

How are Alclear Holdings, LLC units related to Clear Secure (YOU) stock?

Under an Exchange Agreement dated June 29, 2021, Alclear common units plus an equal number of Class D shares can be exchanged one-for-one into Class B common stock. The exchange rights under this agreement do not expire.

What is the reporting person’s relationship to Clear Secure (YOU)?

The reporting person is identified as a director, 10% owner and other related party. The remarks explain that, through its relationship with Caryn Seidman-Becker, the sole manager and equityholder of Alclear Investments, LLC, the reporting person may be deemed a director by deputization.