Form 4: Clear Secure CEO Sells $20M in Stock Under 10b5-1 Plan

Clear Secure CEO Caryn Seidman Becker sold 500,000 shares of Class A Common Stock for over $20 million through a pre-arranged trading plan.

Summary

• Caryn Seidman Becker, CEO, Director, and 10% Owner of Clear Secure, Inc., reported transactions involving the company's securities.
• On December 12, 2025, a total of 500,000 shares of Class A Common Stock 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).
• These sales were automatically executed pursuant to a Rule 10b5-1 trading plan adopted by Alclear Investments, LLC on September 13, 2024.
• On December 16, 2025, 500,000 shares of Class D Common Stock were disposed of, and 500,000 shares of Class B Common Stock were acquired.
• Concurrently on December 16, 2025, 500,000 shares of Class B Common Stock were disposed of, and 500,000 shares of Class A Common Stock were acquired.
• These Class B to Class A conversions were on a one-for-one basis, with the resulting Class A shares used to settle the sale transactions.
• After these transactions, no shares of Class A Common Stock are held directly by the reporting person, but indirect holdings remain.
• The transactions also involved the conversion of 500,000 non-voting common units of Alclear Holdings, LLC into Class B Common Stock and Class A Common Stock.
• Following the reported transactions, indirect beneficial ownership includes 714,487 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.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While significant insider selling can sometimes be viewed negatively, the execution under a pre-arranged 10b5-1 plan mitigates concerns that the sale is based on new, undisclosed negative information. It likely represents a planned liquidity event.

Positives

• The stock sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned liquidity event rather than a reaction to new negative information.
• The sales occurred at relatively strong price points, ranging from $40.00 to $42.06 per share.

Negatives

• A significant sale of 500,000 shares by the CEO and a 10% owner could be perceived negatively by the market, potentially signaling a lack of conviction or a need for personal liquidity.
• The reporting person no longer directly holds Class A Common Stock after the transactions, although substantial indirect holdings remain.

Future Outlook

This Form 4 filing is purely transactional and does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• Transactions were automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted by Alclear Investments, LLC on September 13, 2024.
• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price within the reported ranges upon request.

Industry Context

This insider transaction report does not provide information directly related to broader industry trends or competitive landscape. It reflects a personal trading decision by a key executive and significant shareholder.

Corporate Governance

Related Party Transactions

• The transactions were conducted by Alclear Investments, LLC, which is controlled by Ms. Seidman-Becker, its sole manager, who has dispositive and voting control over the shares held by the entity. This constitutes a related-party transaction.

Stakeholder Impact

• Shareholders may react to the significant insider selling, potentially interpreting it as a signal, although the 10b5-1 plan context should temper negative interpretations.
• The transactions clarify the beneficial ownership structure and voting rights associated with different classes of stock, which is relevant for all investors.

Key Dates

Recommendation

The significant insider selling by the CEO and 10% owner, while executed under a pre-arranged 10b5-1 plan, warrants a cautious stance. Such sales can sometimes signal a lack of conviction or a need for liquidity, which could put downward pressure on the stock. However, the pre-planned nature suggests it's not a reaction to new negative information. Investors should monitor future filings and company performance closely, maintaining a 'hold' position until further clarity emerges regarding the company's operational performance or strategic direction.

Keywords

Clear Secure, YOU, Caryn Seidman Becker, insider trading, Form 4, stock sale, 10b5-1 plan, beneficial ownership, Class A Common Stock, Class B Common Stock, Alclear Investments