Form 4: Clear Secure Inc. Insider Transactions Reported

Alclear Investments, LLC reports changes in beneficial ownership of Clear Secure, Inc. stock, including vesting of performance restricted stock units.

Summary

• Alclear Investments, LLC, a significant holder and director of Clear Secure, Inc., has reported transactions related to its beneficial ownership of the company's stock.
• The transactions include the vesting of performance restricted stock units (PSUs) awarded in connection with the company's initial public offering (IPO) in 2021.
• These PSUs were contingent on the company's stock price achieving specified targets over a five-year period.
• As of July 2, 2026, Alclear Investments, LLC holds 18,380,246 shares of Class C Common Stock and 151,787 shares of Class B Common Stock.
• Additionally, 673,025 shares of Class A Common Stock are held indirectly, and 630,890 shares of Class A Common Stock were disposed of at $53.79 per share.
• The filing also notes the automatic withholding of RSUs to satisfy tax obligations related to the PSU vesting.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily reports on routine insider transactions related to equity awards and ownership changes, without indicating significant positive or negative strategic shifts.

Positives

• Vesting of performance restricted stock units (PSUs) indicates that performance targets, tied to stock price, have been met or are being recognized.
• Alclear Investments, LLC continues to hold a substantial number of Class B and Class C common stock, suggesting ongoing commitment and control.
• The disposal of Class A common stock at $53.79 per share suggests a potentially favorable exit price for a portion of the holdings.

Negatives

• The forfeiture of PSUs for which performance goals were not met indicates that not all performance targets were achieved.
• The disposal of 42,135 shares of Class A Common Stock at $53.79 per share represents a reduction in direct holdings.

Risks

• The automatic conversion of Class B and Class D common stock to Class A and Class C common stock, respectively, is triggered by various events including the 5th anniversary of the IPO (July 2, 2026), which could alter the ownership structure.
• The exchange of vested Common Units for Class A Common Stock or cash at the Issuer's option introduces uncertainty regarding the form of future value realization for Alclear Holdings, LLC equityholders.
• The reporting person may be deemed a director by deputization due to their relationship with the sole manager of Alclear Investments, LLC, which could imply certain governance responsibilities and potential liabilities.

Future Outlook

The filing indicates that performance restricted stock units (PSUs) were subject to vesting based on stock price targets over a five-year period following the IPO. Any remaining PSUs for which performance goals were not met within this period have been forfeited. The exchange of vested Common Units for Class A Common Stock or cash is at the Issuer's option.

Management Comments

• The reporting person may be deemed a director by deputization by virtue of its relationship with Ms. Caryn Seidman Becker, the sole manager of Alclear Investments, LLC.

Industry Context

StockSavvy.ai notes that Form 4 filings are standard for reporting changes in beneficial ownership by insiders, providing transparency into significant holdings and transactions. The details regarding performance-based equity awards and their vesting are common in the tech and security sectors, reflecting alignment of management and investor interests with company performance.

Corporate Governance

Related Party Transactions

• The filing details transactions involving Alclear Investments, LLC, which is controlled by Ms. Caryn Seidman Becker, the sole manager and an equityholder of Alclear Holdings, LLC. This relationship is central to the reporting of beneficial ownership and potential director deputization.

Stakeholder Impact

• Shareholders: The vesting of PSUs and potential conversion of stock classes could impact the total number of outstanding shares and voting power.
• Management/Insiders: The transactions reflect the compensation and ownership structure for key insiders and entities associated with them.
• Company: The structure of different stock classes and conversion mechanisms are designed to maintain control while facilitating public investment.

Next Steps

• Automatic conversion of Class B and Class D common stock into Class A and Class C common stock, respectively, may occur on July 2, 2026, or under other specified conditions.
• Vested Common Units, along with corresponding Class C Common Stock, may be exchanged for Class A Common Stock or cash at the Issuer's option.

Key Dates

Keywords

Clear Secure Inc., Form 4, Insider Trading, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Class C Common Stock, Class D Common Stock, Performance Restricted Stock Units, PSUs, Vesting, Alclear Investments, LLC, Caryn Seidman Becker, Director, 10% Owner, IPO, SEC Filing