SEC Form 4 · accession 0001466453-26-000018
Clear Secure, Inc. · YOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Becker Caryn Seidman
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Jul 2, 2026
Accepted (ET)
Jul 7, 2026 · 5:17 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001856314
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class D Common StockF1,F2,F3,F4 | Jul 2, 2026 | C | 18,380,246 | — | D | 0 | I | See footnote |
| Class C Common StockF1,F2,F5,F6,F4 | Jul 2, 2026 | C | 18,380,246 | — | A | 18,380,246 | I | See footnote |
| Class B Common StockF1,F2,F7,F4 | Jul 2, 2026 | C | 151,787 | — | D | 0 | I | See footnote |
| Class A Common StockF1,F2,F4 | Jul 2, 2026 | C | 151,787 | — | A | 151,787 | I | See footnote |
| Class A Common StockF8 | Jul 2, 2026 | M | 76,192 | $0.00 | A | 673,025 | D | |
| Class A Common Stock | Jul 2, 2026 | F | 42,135 | $53.79 | D | 630,890 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF8 | — | Jul 2, 2026 | M | 76,192 | D | — | — | Class A Common Stock | 76,192 | 0 | D |
Explanation of responses
- F1Pursuant 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)
- F2(cont. from FN1) 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.
- F3Shares 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.
- F4Alclear 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.
- F5Shares 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.
- F6Pursuant 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.
- F7Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).
- F8This 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.
- F9Represents RSUs automatically withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 8, exempt under Rule 16b-3.