Clear Secure CEO Caryn Seidman Becker Conducts Stock Sales Under Pre-Arranged Rule 10b5-1 Trading Plan

Automated Executive Stock Sales Via Rule 10b5-1 Trading Plan

On July 15, 2026, Clear Secure CEO Caryn Seidman Becker completed equity transactions executed automatically under a Rule 10b5-1 trading plan adopted on March 12, 2026. This automated structure enables insiders to set predetermined trading schedules, offering a regulatory safe harbor under SEC rules to prevent allegations of trading on material non-public information. The disclosure confirms all sales occurred within this pre-established framework, facilitating systematic portfolio adjustments as intended.

The Rule 10b5-1 plan is a standard executive liquidity tool allowing insiders to schedule equity sales during periods when they do not possess material non-public information. By establishing the plan months before the July transactions, Seidman Becker demonstrated proactive compliance and disciplined financial planning.

Details of Stock Sale Transactions and Pricing

The initial tranche of Class A common stock sales was completed at a weighted average price of $53.55 per share, with individual transaction prices ranging from $53.00 to $53.98. The second tranche executed at a weighted average price of $54.01 per share, with prices between $54.00 and $54.14. These multiple transactions indicate sales were spread across different times or market mechanisms rather than a single block trade, consistent with automated trading plan execution.

The reporting individual committed to providing detailed transaction data to Clear Secure, shareholders, and the SEC upon request, disclosing exact share counts sold at each price point. This transparency aligns with SEC insider trading reporting requirements. The slight difference in weighted average prices suggests sales executed under varying market conditions, though both occurred on July 15, 2026.

Alclear Holdings Exchange Agreement and Share Structure

The Class A shares sold were sourced through an exchange agreement dated June 29, 2021, involving Alclear Holdings, LLC, through which Seidman Becker holds beneficial ownership. Under this agreement, nonvoting Alclear common units paired with an equal number of Clear Secure Class C common stock shares can be exchanged one-for-one for Class A common stock. This mechanism enabled the conversion of indirect holdings into Class A shares necessary for the stock sales.

Clear Secure’s capital structure includes multiple common stock classes with distinct voting and economic rights. Class A shares carry full voting and economic rights, while Class C shares have one vote per share but no economic rights such as dividends or liquidation proceeds. Class C shares are issued in equal amounts to Alclear common units held by investors, creating a linked ownership structure. The exchange agreement grants perpetual exchange rights without expiration, providing ongoing flexibility.

Beneficial Ownership and Control Details

Seidman Becker holds Clear Secure equity indirectly via Alclear Investments, LLC, where she is sole manager and controlling member. This structure grants her dispositive and voting control over shares held by the entity, a common arrangement for executives to maintain privacy and facilitate estate or investment planning. SEC Section 16 reporting treats such indirect holdings as beneficial ownership.

Post-July 15, 2026 transactions, Seidman Becker’s beneficial ownership of Class A shares reflected the impact of stock sales and Alclear unit exchanges. She retains significant equity exposure in Clear Secure, aligning her financial interests with those of shareholders in her roles as CEO and Director.

Class C Common Stock Exchange Settlement

On July 17, 2026, a related exchange transaction settled involving Clear Secure Class C common stock. These shares, carrying voting rights but no economic participation, were converted into Class A common stock as part of the Alclear exchange mechanism. This exchange provided the Class A shares sold on July 15.

The timing reflects settlement mechanics, with the Class C to Class A exchange occurring two business days after the stock sales. Following this, Seidman Becker’s beneficial ownership updated to reflect completed conversions and sales.

Derivative Securities and Non-Voting Units

The filing discloses derivative securities related to Seidman Becker’s non-voting Alclear Holdings common units, which carry conversion rights into Class A stock under the exchange agreement. These units represent contingent beneficial ownership linked economically to Clear Secure’s primary equity despite their non-voting status.

As of the filing, she maintains beneficial ownership of both direct Class A shares and non-voting Alclear units, with perpetual conversion rights per the June 29, 2021 agreement. This structure reflects Clear Secure’s capital organization accommodating specific ownership arrangements.

Compliance with SEC Trading Regulations

The July 15 and 17 transactions demonstrate Seidman Becker’s compliance with Rule 10b5-1 trading plan protocols, designed to protect insiders executing pre-planned trades during periods when they might possess material non-public information. By adopting the plan on March 12, 2026, four months prior to sales, she ensured regulatory adherence and minimized insider trading risk. The automatic execution removes discretionary trading decisions during sensitive periods.

The filing confirms she remains an officer, director, and over ten percent owner of Clear Secure, maintaining ongoing SEC reporting obligations. Her combined executive role and significant equity ownership require consistent insider trading compliance, addressed through the Rule 10b5-1 plan’s advance scheduling.

Clear Secure Business Overview and Leadership

Clear Secure, Inc. operates the Clear platform, providing biometric identity verification and expedited security screening services at airports and venues. The company’s revenue model relies on consumer memberships and enterprise partnerships. Seidman Becker’s substantial beneficial ownership and active equity trading reflect her confidence and commitment to Clear Secure’s long-term strategy and growth.

Her dual roles as CEO and Director place her at the core of Clear Secure’s governance and strategic direction. Despite the July 2026 sales, her significant equity stake signals alignment with shareholder interests. While Rule 10b5-1 plans represent routine financial management, executive ownership at meaningful levels typically indicates confidence in company prospects.

Post-Transaction Beneficial Ownership and Share Counts

Following the July 15 and 17, 2026 transactions, Seidman Becker’s beneficial ownership of Clear Secure Class A stock reflects her remaining direct and indirect holdings via Alclear Investments, LLC. The filing provides detailed share counts post-transactions, enabling investors and regulators to monitor executive ownership changes and concentration.

The availability of Alclear common units for future exchange into Class A shares offers additional ownership optionality beyond outstanding shares. Seidman Becker retains perpetual rights to convert these derivatives into registered equity, subject to trading plan and securities law restrictions. The comprehensive disclosure of both current shares and convertible interests presents a full view of her economic exposure and potential voting influence in Clear Secure.