Form 4: Alclear Investments II Converts High-Vote Shares to Class A Common Stock in Clear Secure

Alclear Investments II, LLC, a significant shareholder and director of Clear Secure, Inc., completed a series of transactions converting indirect interests and high-vote Class D shares into 200,000 shares of Class A Common Stock.

Summary

• On May 28, 2025, Alclear Investments II, LLC, a 10% owner and director of Clear Secure, Inc. (YOU), engaged in a series of beneficial ownership changes.
• The reporting person exchanged 200,000 non-voting common units of Alclear Holdings, LLC, along with 200,000 shares of Clear Secure's Class D Common Stock, for 200,000 shares of Clear Secure's Class B Common Stock on a one-for-one basis, as per the Exchange Agreement dated June 29, 2021.
• Immediately following this exchange, the 200,000 shares of Class B Common Stock were converted into 200,000 shares of Class A Common Stock, as per the Issuer's Certificate of Incorporation.
• Class D Common Stock carries 20 votes per share but no economic rights, while Class B Common Stock also carries 20 votes per share but includes economic rights. Class A Common Stock has economic rights and typically one vote per share.
• Post-transaction, Alclear Investments II, LLC beneficially owns 3,849,978 shares of Class D Common Stock, 0 shares of Class B Common Stock, and 349,093 shares of Class A Common Stock.
• The reporting person also holds 3,849,978 non-voting common units of Alclear Holdings, LLC.

Sentiment

Score: 5

Explanation: The document reports a structural change in beneficial ownership, which is a neutral event in terms of the company's operational or financial performance. It reflects a pre-planned conversion rather than a new strategic development.

Positives

• The conversion simplifies Alclear Investments II, LLC's ownership structure by consolidating indirect interests and high-vote, non-economic shares into direct economic and voting Class A shares.
• Increases the direct economic interest of a significant shareholder in Clear Secure, Inc. through Class A Common Stock.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future financial performance or strategic outlook.

Management Comments

• The reporting person, Alclear Investments II, LLC, may be deemed a director by deputization due to its relationship with Mr. Kenneth Cornick, its sole manager and equityholder.

Industry Context

This filing details a company-specific insider ownership change, which is a routine event for publicly traded companies with multi-class share structures. It does not reflect broader industry trends or competitive dynamics.

Related Party Transactions

• The exchange of non-voting common units of Alclear Holdings, LLC and Class D Common Stock for Class B Common Stock, as per the Exchange Agreement, constitutes a related party transaction given the reporting person's relationship with Alclear Holdings, LLC and the Issuer.

Stakeholder Impact

• Shareholders: The conversion increases the direct Class A Common Stock holdings of a significant shareholder, potentially contributing to a gradual simplification of the company's capital structure over time as more such conversions occur.
• Company: The transaction contributes to the ongoing process of converting complex ownership structures (Alclear Units and Class D shares) into a more streamlined Class A share structure.

Key Dates

Keywords

Clear Secure, YOU, Alclear Investments II, Form 4, beneficial ownership, stock conversion, Class A Common Stock, Class B Common Stock, Class D Common Stock, Alclear Holdings, insider transaction