Form 4: Alclear Investments Sells 500K Clear Secure Class A Shares

Alclear Investments, a 10% owner and director, sold 500,000 Class A Common Stock shares of Clear Secure, Inc. through a pre-arranged trading plan.

Summary

• Alclear Investments, LLC, a 10% owner and director of Clear Secure, Inc. (YOU), executed sales of Class A Common Stock.
• These transactions were automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on September 13, 2024.
• On December 12, 2025, a total of 500,000 Class A Common Stock shares were sold in multiple transactions.
• The sales occurred at weighted average prices of $40.53 (283,263 shares), $41.31 (214,487 shares), and $42.02 (2,250 shares).
• On December 16, 2025, 500,000 non-voting common units of Alclear Holdings, LLC, along with 500,000 shares of Class D Common Stock, were exchanged for 500,000 shares of Class B Common Stock on a one-for-one basis, as per the Exchange Agreement dated June 29, 2021.
• Immediately following this exchange, these 500,000 Class B Common Stock shares were converted into 500,000 Class A Common Stock shares on a one-for-one basis.
• The resulting Class A Common Stock shares were used to settle the sale transactions reported on December 12, 2025.
• After all reported transactions, Alclear Investments, LLC holds no shares of Class A Common Stock.
• Alclear Investments, LLC continues to beneficially own 19,130,246 shares of Class D Common Stock and 351,787 shares of Class B Common Stock.
• Alclear Investments, LLC also beneficially owns 19,130,246 non-voting common units of Alclear Holdings, LLC.

Sentiment

Score: 4

Explanation: The sale of a significant number of shares by a 10% owner and director, even if pre-planned, can be perceived negatively by the market as it reduces insider ownership. However, the pre-planned nature mitigates some of the immediate negative sentiment compared to an unplanned, reactive sale.

Positives

• The transactions were executed under a Rule 10b5-1 trading plan, indicating pre-planned sales rather than reactive selling based on new, non-public information.

Negatives

• A significant insider (10% owner and director by deputization) sold a substantial number of shares (500,000 Class A Common Stock), which could be perceived negatively by the market.

Risks

• Insider selling by a major shareholder and director, even if pre-planned, may be interpreted by investors as a signal of reduced confidence in the company's future prospects or a desire for diversification, potentially leading to negative market sentiment.

Future Outlook

N/A

Management Comments

• 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.

Industry Context

This Form 4 filing details an insider transaction, which is a routine disclosure for publicly traded companies. It does not provide broader industry context or trends, focusing solely on the specific equity movements of a significant shareholder and director.

Related Party Transactions

• The exchange of Common Units of Alclear Holdings, LLC, along with Class D Common Stock, for Class B Common Stock, and subsequent conversion to Class A Common Stock, involves entities related to the reporting person (Alclear Investments, LLC and Alclear Holdings, LLC) and is governed by the Exchange Agreement dated June 29, 2021.

Stakeholder Impact

• Shareholders: The sale of 500,000 Class A shares by a significant insider could lead to concerns about management's confidence or potential downward pressure on the stock price due to increased supply in the market.

Key Dates

Recommendation

While the sale by a significant insider might raise concerns, it was executed under a pre-arranged 10b5-1 plan, suggesting a planned diversification or liquidity event rather than a reaction to new negative information. The company's underlying fundamentals and strategic direction are not addressed in this filing, so a 'hold' recommendation is appropriate until further operational or financial updates are available. Investors should monitor future filings and company performance for a more comprehensive view.

Keywords

Clear Secure, YOU, Alclear Investments, Insider Sale, Form 4, SEC Filing, Class A Common Stock, Rule 10b5-1, Equity Transaction, Director Sale, 10% Owner