SCHEDULE 13G/A: FMR LLC and Abigail P. Johnson Disclose 3.8% Stake in CLEAR SECURE INC
Beneficial Ownership Report
FMR LLC and Abigail P. Johnson have filed an amended Schedule 13G, reporting a beneficial ownership of 3.8% of CLEAR SECURE INC's Class A Common Stock as of March 31, 2025.
Summary
- FMR LLC and Abigail P. Johnson jointly filed an Amendment No. 2 to Schedule 13G regarding their beneficial ownership in CLEAR SECURE INC.
- The filing reports a beneficial ownership of 3,623,584.34 shares of Class A Common Stock in CLEAR SECURE INC.
- This ownership represents 3.8% of the total outstanding Class A Common Stock of CLEAR SECURE INC.
- FMR LLC holds sole voting power over 3,620,092.00 shares and sole dispositive power over 3,623,584.34 shares.
- Abigail P. Johnson holds sole dispositive power over 3,623,584.34 shares, with no sole or shared voting power.
- The shares were acquired and are held in the ordinary course of business and are not intended for changing or influencing control of the issuer.
- FMR LLC is classified as a parent holding company or control person, and Abigail P. Johnson is classified as an individual investor.
- Several FMR LLC subsidiaries and affiliates, including FIAM LLC, Fidelity Diversifying Solutions LLC, Fidelity Management & Research Company LLC, Fidelity Management Trust Company, and Strategic Advisers LLC, are listed as entities that beneficially own shares.
- Members of the Johnson family, including Abigail P. Johnson, are the predominant owners of Series B voting common shares of FMR LLC, representing 49% of its voting power, and may be deemed to form a controlling group with respect to FMR LLC.
Sentiment
Score: 5
Explanation: The document is a neutral, factual disclosure of beneficial ownership, with no positive or negative implications for the issuer's operational or financial performance.
Positives
- A significant institutional investor (FMR LLC) and its principal (Abigail P. Johnson) maintain a notable stake in CLEAR SECURE INC, indicating continued investment interest.
- The filing explicitly states that the shares are held in the ordinary course of business and not for the purpose of changing or influencing control, suggesting a passive and stable investment stance.
Negatives
- The document is a routine ownership disclosure and does not provide any insights into the operational or financial performance of CLEAR SECURE INC.
- The reported ownership percentage of 3.8% is below the 5% threshold, which means FMR LLC and Abigail P. Johnson are classified as passive investors and are not seeking to influence or control the issuer.
Risks
- The filing does not disclose any specific risks related to CLEAR SECURE INC's business operations or financial health, as it is solely an ownership disclosure.
Future Outlook
The document is a beneficial ownership report and does not contain any forward-looking statements or guidance regarding CLEAR SECURE INC's future performance or strategic outlook.
Management Comments
- "The securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11."
Industry Context
This filing is a routine disclosure of beneficial ownership by a major institutional investor and its principal. It does not provide specific insights into CLEAR SECURE INC's industry position or broader industry trends, beyond confirming continued institutional investment interest in the company.
Comparison to Industry Standards
- This Schedule 13G filing is a standard regulatory disclosure of beneficial ownership and does not contain information that allows for a direct comparison of CLEAR SECURE INC's operational or financial results against industry benchmarks or specific comparable companies/projects. The filing focuses solely on the ownership stake of FMR LLC and Abigail P. Johnson.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure Disclosure (Reporting Entity) | Disclosure that members of the Johnson family, including Abigail P. Johnson, are the predominant owners of Series B voting common shares of FMR LLC (49% voting power) and have a shareholders' voting agreement, potentially forming a controlling group with respect to FMR LLC. | NA | This clarifies the control structure of the reporting entity (FMR LLC) but does not directly impact the corporate governance of CLEAR SECURE INC, as the investment is stated to be passive. |
| Joint Filing Agreement | FMR LLC and Abigail P. Johnson have entered into a Rule 13d-1(k)(1) agreement for joint filing of this Schedule 13G. | 2025-05-09 | This is a procedural agreement for regulatory compliance, indicating coordinated reporting between the entities. |
Related Party Transactions
- The filing itself represents a joint agreement between FMR LLC and Abigail P. Johnson, who is a Director, Chairman, and CEO of FMR LLC, and a predominant owner of FMR LLC through the Johnson family. This establishes a related party relationship between the reporting persons for the purpose of this joint filing.
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant institutional and individual ownership stake, confirming a passive investment.
- Employees, Customers, Suppliers, Creditors: No direct impact from this ownership disclosure.
Next Steps
- The document does not specify any future actions, events, or milestones for CLEAR SECURE INC or the reporting persons beyond the ongoing passive investment.
Key Dates
| Date | Description |
|---|---|
| 2023-01-03 | Effective date of Power of Attorney for FMR LLC. |
| 2023-01-10 | Date of Schedule 13G filing by FMR LLC, accession number -23-000003, where FMR LLC's Power of Attorney is incorporated by reference. |
| 2023-01-26 | Effective date of Power of Attorney for Abigail P. Johnson. |
| 2023-01-31 | Date of Schedule 13G filing by FMR LLC, accession number -23-000038, where Abigail P. Johnson's Power of Attorney is incorporated by reference. |
| 2025-03-31 | Date of event which requires filing of this statement (reporting date for ownership). |
| 2025-05-09 | Date of signing and filing of this Schedule 13G Amendment No. 2. |
Keywords
CLEAR SECURE INC, FMR LLC, Abigail P. Johnson, Schedule 13G, Beneficial Ownership, Class A Common Stock, SEC Filing, Institutional Investor, Passive Investment
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