Form 4: Clear Secure Director Converts High-Vote Shares to Publicly Traded Class A Stock

Kenneth L. Cornick, a Director and 10% owner of Clear Secure, Inc., has converted 200,000 shares of Class B Common Stock into Class A Common Stock, following an exchange of Alclear Holdings LLC units and Class D Common Stock.

Summary

• Kenneth L. Cornick, a Director and 10% owner of Clear Secure, Inc. (YOU), reported changes in his beneficial ownership of the company's securities on May 28, 2025.
• Mr. Cornick, through Alclear Investments II, LLC, disposed of 200,000 non-voting common units of Alclear Holdings, LLC and a corresponding 200,000 shares of Class D Common Stock.
• Concurrently, he acquired 200,000 shares of Class B Common Stock of Clear Secure, Inc. on a one-for-one basis, as per the Exchange Agreement dated June 29, 2021.
• Immediately following this acquisition, the 200,000 shares of Class B Common Stock were converted into 200,000 shares of Class A Common Stock, also on a one-for-one basis, as per the Issuer's Certificate of Incorporation.
• After these transactions, Mr. Cornick's indirect beneficial ownership of Class D Common Stock decreased to 3,849,978 shares, while his indirect beneficial ownership of Class A Common Stock increased by 200,000 shares to a total of 349,093 shares (indirectly via Alclear Investments II, LLC).
• He also directly owns 64,935 shares of Class A Common Stock and indirectly owns 125,447 shares of Class A Common Stock via a Family Revocable Trust.
• Class D Common Stock carries 20 votes per share but no economic rights, while Class B Common Stock carries 20 votes per share and economic rights. Class A Common Stock typically represents the publicly traded shares with economic rights.

Sentiment

Score: 5

Explanation: The document reports a routine insider share conversion, which is a structural change in holdings rather than a direct sale or purchase on the open market. It does not inherently indicate positive or negative operational or financial performance for the company.

Positives

• The conversion of Class B to Class A Common Stock increases the liquidity of the shares held by the insider, as Class A is typically the publicly traded class.

Industry Context

SEC Form 4 filings are standard disclosures for changes in beneficial ownership by company insiders, such as directors and large shareholders. These filings provide transparency into how insiders are managing their holdings, often reflecting pre-planned transactions like share conversions or exercises of options, which are common in companies with multi-class share structures.

Related Party Transactions

• The transactions involve Alclear Holdings, LLC and Alclear Investments II, LLC, which are controlled by Mr. Cornick, making these related-party dealings executed under a pre-existing Exchange Agreement.

Stakeholder Impact

• Shareholders: The conversion does not dilute existing shareholders or directly impact the company's financial performance. It primarily affects the structure of the insider's holdings.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Keywords

Clear Secure, YOU, Kenneth L. Cornick, Form 4, Insider Transaction, Share Conversion, Class A Common Stock, Class B Common Stock, Class D Common Stock, Alclear Holdings, Beneficial Ownership