Clear Secure CEO Caryn Seidman Becker Executes Stock Sales Under Pre-Established Trading Plan

Executive Stock Sales Under Automated Trading Framework

Clear Secure's Chief Executive Officer Caryn Seidman Becker completed equity transactions on July 15, 2026, that were automatically executed under a Rule 10b5-1 trading plan previously adopted on March 12, 2026. The automated framework allows corporate insiders to establish predetermined trading schedules in advance, providing a regulatory safe harbor under Securities and Exchange Commission rules designed to prevent accusations of trading on material non-public information. The disclosure confirms that all transactions occurred within this pre-established structure, with the trading plan functioning as intended to facilitate systematic portfolio adjustments.

The Rule 10b5-1 mechanism represents a standard approach for executive liquidity management, allowing insiders to plan equity dispositions during periods when they possess no material non-public information about the company. By establishing such plans in advance of any knowledge of corporate developments, executives can manage personal financial objectives while maintaining compliance with insider trading restrictions. Seidman Becker's adoption of this framework in March 2026 preceded the July transactions by approximately four months, demonstrating advance planning and regulatory compliance discipline.

Stock Sale Transaction Details and Pricing

The first tranche of Class A common stock sales occurred at a weighted average price of $53.55 per share, with individual transactions ranging from $53.00 to $53.98. The second tranche executed at a weighted average price of $54.01 per share, with individual transactions spanning $54.00 to $54.14. These multiple transaction approach suggests that the sales were executed across various time points or through different market mechanisms rather than as a single block trade, consistent with typical automated trading plan execution.

The reporting person undertook a commitment to provide full transaction details to the issuer, security holders, and SEC staff upon request, disclosing the precise number of shares sold at each individual price point within the stated ranges. This level of reporting transparency aligns with SEC requirements for weighted average price disclosures in insider trading reports. The incremental difference between the two weighted average prices suggests execution on different dates or potentially different market conditions, though both transactions executed on the same July 15, 2026 date according to the filing.

Alclear Holdings Exchange Mechanism and Share Structure

The Class A common stock sold by Seidman Becker was sourced through an exchange agreement dated June 29, 2021, involving Alclear Holdings, LLC, a vehicle through which the reporting person maintains beneficial ownership. Under the terms of this Exchange Agreement, nonvoting common units of Alclear, paired with an equal number of Class C common stock shares of Clear Secure, could be exchanged for Class A common stock on a one-for-one basis. This structural mechanism allowed the executive to convert her indirect holdings into the Class A share form necessary to execute the stock sale transactions.

Clear Secure's capital structure includes distinct classes of common stock with different voting and economic characteristics. Class A common stock represents the primary equity class with full voting and economic rights. Class C common stock carries one vote per share but possesses no economic rights, including no dividend or liquidation distribution entitlements. These Class C shares are issued in equal amounts to corresponding Alclear common units held by equity investors, creating a mechanically linked structure. The Exchange Agreement establishes perpetual exchange rights with no expiration date, providing ongoing flexibility for conversion between Alclear units and Class A shares.

Beneficial Ownership Structure and Control

Seidman Becker holds her Clear Secure equity indirectly through Alclear Investments, LLC, a limited liability company of which she serves as sole manager. As the controlling member with dispositive and voting control over Alclear Investments, she maintains full beneficial ownership of the shares held in that vehicle's name. This indirect holding structure is common among executives and significant shareholders seeking to maintain privacy, facilitate estate planning, or organize personal investments through corporate entities. The beneficial ownership reporting requirements of Section 16 of the Securities Exchange Act account for such indirect holdings by treating the controlling individual as the beneficial owner.

Following the July 15, 2026 transactions, Seidman Becker's beneficially owned Class A common stock holdings reflected the impact of both the stock sales and the Alclear unit exchange activity. The reporting person maintained significant equity exposure in Clear Secure, with indirect beneficial ownership of Class A shares continuing after the transaction settlements. This ongoing substantial ownership position aligns with the executive's dual roles as Chief Executive Officer and Director, creating meaningful alignment between her personal financial interests and shareholder returns.

Class C Common Stock Exchange and Holdings

On July 17, 2026, a separate exchange transaction settled involving Class C common stock of Clear Secure. The filing discloses that Class C shares were exchanged for Class A common stock in connection with the Alclear mechanism previously described. These Class C shares, which carry voting rights but no economic participation, were part of the structured holding arrangement linking Alclear Holdings' common units to Clear Secure's equity structure. The exchange converted these non-economic voting shares into Class A common stock, which then formed the basis for the stock sales executed two days earlier on July 15.

The timing of the Class C exchange on July 17, two days after the stock sales on July 15, reflects the settlement mechanics and processing requirements associated with the integrated Alclear exchange framework. While the sales occurred first, the supporting exchange transaction that provided the Class A shares for those sales settled two business days later. Following this exchange activity, Seidman Becker's beneficial ownership position reflected the completed conversions and sales, with her total beneficially owned Class A shares adjusted to account for all transactions reported in the disclosure.

Derivative Securities and Non-Voting Common Units

The filing includes derivative security disclosures related to Seidman Becker's non-voting common units of Alclear Holdings, LLC. These derivative securities, which can be converted into equity shares through the Exchange Agreement mechanism, represent a form of contingent beneficial ownership. The non-voting common units carried embedded conversion rights allowing exchange into Class A common stock on a one-for-one basis, making them economically linked to Clear Secure's primary equity class despite their non-voting status as Alclear entities.

As of the filing date, the reporting person maintained beneficial ownership of non-voting common units of Alclear Holdings alongside her direct Class A common stock holdings. These derivative instruments continue to carry the perpetual exchange rights established under the June 29, 2021 agreement, providing ongoing optionality for conversion into registered Clear Secure securities. The relationship between Alclear common units and Class C common stock represents a structural feature of Clear Secure's capital organization, maintained to accommodate the specific ownership arrangements established during the company's evolution.

Regulatory Compliance and Trading Plan Adoption

The July 15 and 17 transactions involved in this disclosure demonstrate Seidman Becker's adherence to Rule 10b5-1 trading plan protocols, a framework established by the SEC to protect corporate insiders who execute predetermined securities transactions during periods when they possess material non-public information. By adopting the trading plan on March 12, 2026, approximately four months before executing any sales, the reporting person established a compliant mechanism for managing equity liquidity without triggering accusations of insider trading concerns. The automatic execution nature of Rule 10b5-1 plans removes discretionary decision-making from periods potentially affected by material non-public information access.

The notation in the filing indicating that "no longer subject to Section 16" status was not checked confirms that Seidman Becker remains an officer, director, and ten percent owner of Clear Secure, maintaining her reporting obligations under securities regulations. Her continued executive role as Chief Executive Officer and simultaneous significant equity ownership create a scenario where regular insider trading compliance diligence remains essential. The Rule 10b5-1 trading plan structure addresses this requirement by establishing an advance-determined schedule of transactions unrelated to contemporaneous information availability.

Clear Secure Business Context and Executive Leadership

Clear Secure, Inc. operates the Clear platform, a biometric identity verification and trusted traveler service that enables expedited security screening at airports and other venues. The company's business model centers on membership subscription revenues from consumers seeking faster airport security and venue access experiences, supplemented by enterprise partnerships with airports, venues, and other organizations utilizing the platform. The chief executive officer's significant beneficial ownership and continued active trading in company equity reflects her ongoing commitment to and confidence in the organization's long-term value proposition and strategic direction.

Seidman Becker's roles as both Chief Executive Officer and Director position her at the center of Clear Secure's strategic decision-making and governance oversight. Her beneficial ownership stake remains substantial even after the July 2026 transactions, indicating significant personal financial alignment with shareholder interests. Executive equity ownership at meaningful levels generally signals management confidence in business prospects, though the systematic nature of Rule 10b5-1 trading plans reflects standard personal financial management practices rather than specifically indicating optimism or pessimism about near-term performance.

Future Beneficial Ownership and Share Counts

Following completion of the reported transactions on July 15 and 17, 2026, Seidman Becker's beneficial ownership of Clear Secure Class A common stock reflected her remaining equity position across both direct holdings and indirect interests held through Alclear Investments, LLC. The filing documents specific share counts following each transaction, allowing investors and regulators to track evolving ownership concentrations among executive leadership and significant shareholders. The reporting structure ensures transparency regarding who controls substantial equity positions and whether such control is being modified through trading activity.

The continued availability of Alclear common units for potential future exchange into Class A common stock represents additional beneficial ownership optionality beyond currently outstanding shares. Seidman Becker maintains the perpetual right to convert these derivative securities into registered equity at any future date, subject to applicable trading plan restrictions and securities law requirements. The filing's disclosure of both currently held shares and derivative convertible interests provides a comprehensive picture of the reporting person's economic exposure to Clear Secure's equity performance and potential voting influence.