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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-voting common units of Alclear Holdings, LLC | 500,000 | $0.00 | -- |
| Disposition | Class D Common Stock | 500,000 | $0.00 | -- |
| Grant/Award | Class B Common Stock | 500,000 | $0.00 | -- |
| Disposition | Class B Common Stock | 500,000 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 500,000 | $0.00 | -- |
| Sale | Class A Common Stock | 283,263 | $40.53 | $11.48M |
| Sale | Class A Common Stock | 214,487 | $41.31 | $8.86M |
| Sale | Class A Common Stock | 2,250 | $42.02 | $95K |
Footnotes (1)
- These transactions were automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on September 13, 2024. 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. 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. 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. 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. 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. 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. 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).
