YOU on NYSE

Clear Secure

Logo: Gabrielacalogero, CC BY-SA 4.0, via Wikimedia Commons4

American technology company

Clear Secure, Inc. is a biometrics-based technology company headquartered in New York City. The company operates travel document verification systems at numerous airports and stadiums. It was founded in 2003, but shut down in 2009 after filing for bankruptcy.3 Its shares trade on NYSE under the symbol YOU.1 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

$900.8MRevenue, fiscal 20255
$109.2MNet income, fiscal 20255
2010Founded1

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  • TickerYOU on NYSE1
  • IndustryServices-Prepackaged Software1
  • HeadquartersNew York, New York1
  • Websitewww.clearme.com
  • Incorporated inDE6
  • Business address85 10Th Ave., 9Th Floor, New York, Ny 100116
  • Filer categoryLarge accelerated filer6

Clear Secure, Inc. is a biometrics-based technology company headquartered in New York City. The company operates travel document verification systems at numerous airports and stadiums. It was founded in 2003, but shut down in 2009 after filing for bankruptcy. It was relaunched in 2012 and went public in 2021.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

20.7%Operating margin5
12.1%Net margin5
16.9%Revenue growth, 20255
61.4%Return on equity5
$343.1MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development8¢$72.4M
  • Other costs76¢$681.3M
  • Income tax4¢$37.9M
  • Profit12¢$109.2M

Out of $900.8M in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Capital spending8¢$29.3M
  • Kept or used elsewhere92¢$343.1M

Out of $372.5M of cash from operations.5

Financial statements

Revenue91011125$900.8M in 2025+368% since 2019
0$250.0M$500.0M$750.0M$1.0B2019: $192.3M$192.3M20192020: $230.8M$230.8M2020+20%2021: $254.0M$254.0M2021+10%2022: $437.4M$437.4M2022+72%2023: $613.6M$613.6M2023+40%2024: $770.5M$770.5M2024+26%2025: $900.8M$900.8M2025+17%
Operating income91011125$186.5M in 2025
-$200.0M-$100.0M0$100.0M$200.0M2019: -$56.2M-$56.2M20192020: -$18.9M-$18.9M2020−66%2021: -$114.9M-$114.9M2021+507%2022: -$129.1M-$129.1M2022+12%2023: $20.1M$20.1M20232024: $123.2M$123.2M2024+512%2025: $186.5M$186.5M2025+51%
Net income91011125$109.2M in 2025
-$100.0M0$100.0M$200.0M2019: -$54.2M-$54.2M20192020: -$9.3M-$9.3M2020−83%2021: -$36.1M-$36.1M2021+288%2022: -$65.6M-$65.6M2022+82%2023: $28.1M$28.1M20232024: $169.7M$169.7M2024+504%2025: $109.2M$109.2M2025−36%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Revenue$900.8M$770.5M$613.6M
Cost of revenue share fee$127.8M$108.1M$88.6M
Cost of direct salaries and benefits$192.6M$173.0M$142.8M
Research and development$72.4M$73.4M$74.4M
Sales and marketing$54.4M$48.8M$43.5M
General and administrative$232.4M$217.5M$222.4M
Depreciation and amortization$34.6M$26.5M$21.6M
Operating income$186.5M$123.2M$20.1M
Interest income, net$24.4M$32.5M$29.0M
Other (expense) income, net-$4.8M-$89.1M$1.5M
Income before tax$206.1M$66.6M$50.6M
Income tax (expense) benefit-$37.9M$158.6M-$724.0K
Net income$168.1M$225.3M$49.9M
Less: net income attributable to non-controlling interests$59.0M$55.6M$21.8M
Net income attributable to Clear Secure, Inc.$109.2M$169.7M$28.1M

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Corporate structure

Clear Secure sits at the top of its group. 15 entities, 4 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Clear Secure

  • VANGUARD PORTFOLIO MANAGEMENT LLC Filed SCHEDULE 13G on Clear Secure, latest Apr 29, 2026
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Clear Secure, latest Mar 26, 2026 (7 filings since Feb 9, 2023)
  • Durable Capital Partners LP Filed SCHEDULE 13G/A on Clear Secure, latest Feb 17, 2026 (7 filings since Feb 10, 2023)
  • BlackRock Filed SCHEDULE 13G/A on Clear Secure, latest Oct 17, 2025 (5 filings since Feb 3, 2023)
  • William H. Miller Iii. Filed SCHEDULE 13G/A on Clear Secure, latest Sep 23, 2025 (2 filings since Apr 29, 2024)
  • Alclear Investments II, LLC Filed SCHEDULE 13G/A on Clear Secure, latest Aug 14, 2025 (5 filings since Feb 3, 2022)
  • FMR LLC Filed SCHEDULE 13G/A on Clear Secure, latest May 12, 2025 (3 filings since Nov 12, 2024)
  • Delta Air Lines Filed SCHEDULE 13G/A on Clear Secure, latest Feb 11, 2025 (2 filings since Feb 14, 2022)
  • T. Rowe Price Investment Management, Inc. Filed SC 13G/A on Clear Secure, latest Feb 14, 2024 (3 filings since Aug 10, 2022)
  • GENERAL ATLANTIC, L.P. Filed SC 13G/A on Clear Secure, latest Feb 13, 2024 (3 filings since Feb 11, 2022)
  • Alclear Investments, LLC Filed SC 13G/A on Clear Secure, latest Feb 9, 2024 (3 filings since Feb 3, 2022)
  • Capital World Investors Filed SC 13G/A on Clear Secure, latest Feb 9, 2024 (2 filings since Feb 13, 2023)
  • Clear Secure New York, New York
    • Alclear Atlas, LLC Subsidiary · Delaware, United States
    • Alclear Digital Identity, LLC Subsidiary · Delaware, United States
    • Alclear Healthcare, LLC Subsidiary · Delaware, United States
    • Alclear Healthpass, LLC Subsidiary · Delaware, United States
    • Alclear Holdings, LLC Subsidiary · Delaware, United States
    • Alclear KYC, LLC Subsidiary · Delaware, United States
    • Alclear PC, LLC Subsidiary · Delaware, United States
    • Alclear, LLC Subsidiary · Delaware, United States
    • Chai Clear, Ltd. Subsidiary · Israel
    • Fila Virtual Sapi DE CV Subsidiary · Mexico
    • NoQue, LLC Subsidiary · Delaware, United States
    • Secure Identity Investments, LLC Subsidiary · Delaware, United States
    • Secure Identity, LLC Subsidiary · Delaware, United States
    • Whyline SAS Subsidiary · Argentina

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Clear Secure reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$174.2M5 Dec 31, 2025$148.3M5 Dec 31, 2024+17.5%
Accumulated depreciation$114.9M5 Dec 31, 2025$91.4M5 Dec 31, 2024+25.7%
Property and equipment, net$59.3M5 Dec 31, 2025$56.9M5 Dec 31, 2024+4.3%
Operating-lease assets (leased space)$100.0M5 Dec 31, 2025$108.9M5 Dec 31, 2024−8.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$85.7M5 Dec 31, 2025$66.9M5 Dec 31, 2024+28.2%
Marketable securities, current$614.4M5 Dec 31, 2025$542.6M5 Dec 31, 2024+13.2%
Debt securities available for sale$614.4M5 Dec 31, 2025$542.6M5 Dec 31, 2024+13.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$62.7M5 Dec 31, 2025$62.8M5 Dec 31, 2024−0.1%
Intangible assets, net (excluding goodwill)$2.8M5 Dec 31, 2025$15.3M5 Dec 31, 2024−82.0%
Accumulated amortization$20.1M5 Dec 31, 2025$11.5M5 Dec 31, 2024+74.1%

Properties, in its own words

Our headquarters and principal executive offices are located at 85 10th Avenue, 9th Floor, New York, New York 10011, consisting of approximately 120,000 square feet, under a lease which expires in April 2038, unless terminated earlier under certain circumstances specified in our leases.

In most of the airports and other venues where we operate, we typically operate under a concessionaire or services agreement with the airport or other venue. For the space we use under these agreements, we are typically responsible for maintenance, insurance and other facility-related expenses and services under these agreements. In many of these locations our arrangements include our ability to access space for certain small offices for our team members to use.

The rest of Item 2

We believe that our existing facilities and offices are in good operating condition and adequately meet our current requirements. If we require additional space to support future use and expansion, we believe that we will be able to obtain such space on acceptable, commercially reasonable terms.

Item 2 of the 10-K filed Feb 25, 2026.17

The story

Origin and founders

Steven Brill and Ajay Amlani were the original owners of Clear, a subsidiary of Verified Identity Pass, founded in 2003. Ajay Amlani left the company in 2006 to pursue another identity technology company named YOU Technology. Steven Brill stepped away from the company in 2008. Clear shut down in 2009 after filing for bankruptcy.

2010s

Caryn Seidman-Becker purchased CLEAR out of bankruptcy in 2010 with her partner and co-founder Ken Cornick. They relaunched the company in 2012. Clear operates out of its headquarters in Manhattan, New York.

2020s

In 2021, Clear went public as Clear Secure, Inc. on the NYSE with the ticker symbol 'YOU'.

In 2022, Clear's verification service allowed an airline passenger using a false identity to pass through its system; the passenger was also found by the TSA to be carrying ammunition. The company noted in a formal statement that it was due to "a single human error". The program's facial-recognition system for enrolling new customers was also noted as sometimes relying on inadequate photos such as the chin or shoulder.

Two further security incidents occurred in 2023, where individuals not enrolled in the company's security program were escorted through a TSA security checkpoint without having presented their identification. One of the incidents involved a passenger who had used a boarding pass that was picked out of a trash bin.

In November 2024, Clear debuted new EnVe Pods that it claims will reduce the time it takes to verify travelers; no fingerprint or eye scan will be required. Instead, the pods will use high-resolution, wide-angle cameras to identify users. According to Clear, the process will be five times faster than the current system.

From Wikipedia’s article on Clear Secure, shared under CC BY-SA 4.0.7

Leadership

Who has led Clear Secure, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (20)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Alclear Atlas, LLC Delaware8
  • Alclear Digital Identity, LLC Delaware8
  • Alclear Healthcare, LLC Delaware8
  • Alclear Healthpass, LLC Delaware8
  • Alclear Holdings, LLC Delaware8
  • Alclear KYC, LLC Delaware8
  • Alclear PC, LLC Delaware8
  • Alclear, LLC Delaware8
  • Chai Clear, Ltd. Israel8
  • Fila Virtual Sapi DE CV Mexico8
  • NoQue, LLC Delaware8
  • Secure Identity Investments, LLC Delaware8
  • Secure Identity, LLC Delaware8
  • Whyline SAS Argentina8
  • Whyline, Inc. Delaware8

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 16, 20268-K Executive or director change40
  2. Aug 5, 20268-K Results of operations41
  3. Jul 30, 20268-K Executive or director change42
  4. Jun 23, 20268-K Entered a material agreement; New debt or obligation43
  5. Jun 10, 20268-K Bylaws or fiscal year changed; Shareholder vote44
  6. May 6, 20268-K Results of operations45
  7. Mar 19, 20268-K Executive or director change46
  8. Feb 25, 20268-K Results of operations47
  9. Nov 6, 20258-K Results of operations48
  10. Aug 5, 20258-K Results of operations49
  11. Jun 9, 20258-K Shareholder vote50
  12. May 8, 20258-K Results of operations51
  13. Jun 30, 2021New chief executive Becker Caryn Seidman becomes CEO18
  14. 2010Founded Founded1

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.29 a share, on Nov 6, 2025.52

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results41
  2. May 6, 2026Reported quarterly or annual results45
  3. Feb 25, 2026Reported quarterly or annual results47
  4. Nov 6, 2025Reported quarterly or annual results48
  5. Aug 5, 2025Reported quarterly or annual results49
  6. May 8, 2025Reported quarterly or annual results51
  7. Feb 26, 2025Reported quarterly or annual results53
  8. Nov 7, 2024Reported quarterly or annual results54

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

452 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 38 major events, 274 insider forms, 51 large holders, 69 other. The latest 20:

  1. Sep 30, 20264 EDGAR
  2. Sep 16, 20268-K EDGAR
  3. Sep 3, 2026144 EDGAR
  4. Sep 3, 2026144 EDGAR
  5. Sep 3, 2026144 EDGAR
  6. Sep 3, 20264 EDGAR
  7. Sep 3, 20264 EDGAR
  8. Sep 3, 20264 EDGAR
  9. Aug 10, 2026144 EDGAR
  10. Aug 7, 20264 EDGAR
  11. Aug 7, 20264 EDGAR
  12. Aug 5, 2026144 EDGAR
  13. Aug 5, 202610-Q EDGAR
  14. Aug 5, 20268-K EDGAR
  15. Aug 3, 20264 EDGAR
  16. Aug 3, 20264 EDGAR
  17. Jul 30, 20268-K EDGAR
  18. Jul 30, 20264 EDGAR
  19. Jul 30, 20263 EDGAR
  20. Jul 17, 20264 EDGAR

The 452 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

161 open-market trades by officers, directors and large owners since October 2021: 25 buys and 136 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 3, 2026Barkin Michael ZPresidentSale11,444$45.00$515.0KForm 4
Sep 3, 2026McLaughlin KyleEVP, AviationSale4,499$44.47$200.1KForm 4
Sep 3, 2026Liu Dennis W.Chief Accounting OfficerSale2,104$44.47$93.6KForm 4
Aug 5, 2026Alclear Investments, LLCDirectorSale323,904$61.22$19.8MForm 4
Aug 5, 2026Seidman Becker CarynChief Executive OfficerSale323,904$61.22$19.8MForm 4
Jul 15, 2026Alclear Investments, LLCDirectorSale28,603$53.57$1.5MForm 4
Jul 15, 2026Seidman Becker CarynChief Executive OfficerSale28,603$53.57$1.5MForm 4
Jul 14, 2026Alclear Investments, LLCDirectorSale120,640$53.40$6.4MForm 4
Jul 14, 2026Seidman Becker CarynChief Executive OfficerSale120,640$53.40$6.4MForm 4
Jul 13, 2026Alclear Investments, LLCDirectorSale100,757$53.42$5.4MForm 4
Jul 13, 2026Seidman Becker CarynChief Executive OfficerSale100,757$53.42$5.4MForm 4
Jun 25, 2026Alclear Investments, LLCDirectorSale34,309$53.11$1.8MForm 4
Jun 25, 2026Seidman Becker CarynChief Executive OfficerSale34,309$53.11$1.8MForm 4
Jun 24, 2026Alclear Investments, LLCDirectorSale196,576$53.21$10.5MForm 4
Jun 24, 2026Seidman Becker CarynChief Executive OfficerSale196,576$53.21$10.5MForm 4
Jun 23, 2026Alclear Investments, LLCDirectorSale15,962$53.13$848.1KForm 4
Jun 23, 2026Seidman Becker CarynChief Executive OfficerSale15,962$53.13$848.1KForm 4
Jun 16, 2026Alclear Investments, LLCDirectorSale3,153$53.03$167.2KForm 4
Jun 16, 2026Seidman Becker CarynChief Executive OfficerSale3,153$53.03$167.2KForm 4
Jun 2, 2026McLaughlin KyleEVP, AviationSale8,000$56.20$449.6KForm 4

All 161 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Michael Barkin48$413.9K$13.5M70
2025Caryn Seidman Becker53$600.0K$11.6M70
2025Jen Hsu38$376.3K$3.3M70
2025Lynn Haaland$550.0K$3.0M70
2025Kyle McLaughlin38$525.0K$2.7M70
2024Chairman and Chief Executive Officer$550.0K$6.2M70
2024Former President and Chief Financial Officer$500.0K$4.7M70
2024Executive Vice PresidentAviation$500.0K$1.9M70
2023Chairman and Chief Executive Officer$550.0K$1.2M70
2023Former President and Chief Financial Officer$500.0K$1.0M70

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.15,909,242$886.6M0.0%+787,162
Vanguard Portfolio Management LLC7,772,024$433.1M0.0%+655,007
Vanguard Capital Management LLC4,257,501$237.3M0.0%+251,855
State Street Corp3,699,884$206.2M0.0%+292,051
Renaissance Technologies LLC3,276,617$182.6M0.3%−76,100
Geode Capital Management, LLC2,990,057$166.7M0.0%+326,645
Goldman Sachs Group Inc2,837,559$158.1M0.0%−8,504
Arrowstreet Capital, Limited Partnership2,683,493$149.6M0.1%+2,551
First Trust Advisors LP2,588,606$144.3M0.1%−268,773
Morgan Stanley2,565,860$143.0M0.0%−35,351
D. E. Shaw & Co., Inc.2,443,976$136.2M0.1%+989,745
Fmr LLC2,367,330$131.9M0.0%+1,179,154
Dimensional Fund Advisors LP1,746,182$97.3M0.0%+34,891
Copeland Capital Management, LLC1,682,498$93.8M1.9%−73,354
Wedge Capital Management L L P/nc1,481,104$82.5M1.4%New
Jpmorgan Chase & Co1,309,808$73.6M0.0%+244,884
Northern Trust Corp1,256,456$70.0M0.0%−35,210
Invesco Ltd.1,150,625$64.1M0.0%−40,348
Jupiter Asset Management Ltd1,096,810$61.1M0.3%−330,257
Jacobs Levy Equity Management, Inc1,038,992$57.9M0.2%−118,367
Nuveen, LLC1,026,670$57.2M0.0%+87,508
Charles Schwab Investment Management Inc895,454$49.9M0.0%+64,501
Bank of New York Mellon Corp856,307$47.7M0.0%+70,430
Capital World Investors822,121$45.8M0.0%New
Ribbit Management Company, LLC747,978$41.7M2.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

1 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Apr 10, 2023Daniel S. GoldmanDemocratic, HouseSale$1,001 - $15,000+8.3%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Clear Secure is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARClear Secure, Inc.2
  • CIK0001856314
  • Employer ID (EIN)86-264398117
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company17
  • Incorporated inDelaware17
  • Fiscal year endsDecember 312
  • Industry code (SIC)7372 Services-Prepackaged Software2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address85 10Th Ave., 9Th Floor, New York, NY 100112
  • Phone(646) 723-14042
  • Shares outstanding98,943,676 Common Class A shares; 351,787 Common Class B shares; 14,895,891 Common Class C shares; 19,130,246 Common Class D shares as of Feb 20, 202617
  • Public float$2.6B as of Jun 30, 202517
  • AuditorErnst & Young LLP, New York, New York PCAOB ID 42; it also attests to the company’s internal control over financial reporting17
  • On EDGAR sinceApr 16, 20212
  • Filings502 in all: 4 (267), 144 (48), 8-K (40), 3 (30), SC 13G/A (25), 10-Q (16), SC 13G (15), SCHEDULE 13G/A (11)2
    All 29 form types

    CORRESP (6), UPLOAD (6), 10-K (5), DEF 14A (5), DEFA14A (5), ARS (4), 4/A (2), PRE 14A (2), S-8 (2), SCHEDULE 13G (2), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), DRS (1), DRS/A (1), DRSLTR (1), EFFECT (1), NT 10-K (1), S-1 (1), S-1/A (1)

  • Latest filingsAnnual report (10-K) Feb 25, 2026
    Quarterly report (10-Q) Aug 5, 2026
    Proxy statement (DEF 14A) Apr 22, 2026
    Latest 8-K (8-K) Sep 16, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.00001 per shareYOUNew York Stock Exchange

From the cover page of the 10-K filed Feb 25, 2026 (Section 12(b) of the Exchange Act).17

Risk factors and legal proceedings

The risks Clear Secure names in Item 1A of its 10-K filed Feb 25, 2026: 49 risks under these headings, as written.17

  • Risks Related to Our Business, Brand and Operations
  • If we fail to add new and retain existing Members, including Active CLEAR+ Members, or increase the utilization of our platform, our business, results of operations and financial condition would be materially and adversely affected.
  • If we fail to add new or retain existing partners, or profit from partner relationships, our business, results of operations and financial condition could be materially and adversely affected.
  • If we are not able to meet stakeholder expectations or to maintain the value and reputation of our brand, our business and financial results may be harmed.
  • We operate in a highly competitive market, and we may be unable to compete successfully against existing and future competitors.
  • Increased adoption of new technological solutions and services, including third-party identity verification and credential authentication solutions, at locations where we operate or may operate in the future could impact our business.
  • Public confidence in, and acceptance of, identity platforms and biometrics generally, and our platform specifically, will be a key factor in our business’s continued growth.
  • Our metrics and estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm our reputation and negatively affect our business.
  • We might not implement successful strategies to increase the adoption of our platform or expand into new verticals, which would limit our growth.
  • Our commercial agreements and strategic alliances, as well as potential indemnification obligations, expose us to risk.
  • Portions of our business and results of operations depend upon concessionaire agreements.
  • If we are not able to manage our growth or continue innovating, our business could be adversely affected. Our ability to introduce new solutions and features is dependent on adequate research and development resources and may also depend on our ability to successfully complete acquisitions, which, if not adequately funded, may make us unable to compete effectively and our business and results of operations may be harmed.
The other 38 risks
  • Any decline or disruption in the travel industry or general economic downturn could materially adversely affect our business, results of operations and financial condition.
  • We may require additional capital to support business growth and objectives, and this capital might not be available to us on reasonable terms, if at all, and may result in stockholder dilution.
  • Future acquisitions, strategic investments, partnerships or alliances could be difficult to identify and integrate, divert the attention of key management personnel, disrupt our business, dilute stockholder value and harm our results of operations and financial condition.
  • Our business depends on retaining and attracting high-quality personnel, including certain key personnel, and continued or future attrition, or unsuccessful succession planning could adversely affect our business.
  • Our platform is highly complex, and any errors, systems failures or our failure to successfully implement upgrades and new technology could materially adversely affect our business, results of operations and financial condition.
  • Our business could be adversely impacted by changes in the Internet browsers and mobile device accessibility of Members.
  • We are subject to payment processing risk.
  • Our business may be vulnerable to the adverse effects of climate change, which may negatively impact our operations.
  • We have limited experience operating outside the United States and any future international expansion strategy will subject us to additional costs and risks and our plans may not be successful.
  • Risks Related to Information Technology and Intellectual Property
  • There may be breaches of our information technology systems that subject us to significant reputational, financial, legal and operational consequences or materially damage Member and partner relationships.
  • We rely on third-party technology and information systems, like Amazon Web Services (“AWS”), to help complete critical business functions. If that technology is subject to a security breach or fails to adequately serve our needs, and we cannot find alternatives, it may negatively impact our business, financial condition and results of operations.
  • Failure to adequately protect our intellectual property, technology and confidential information could harm our business, competitive position, financial condition and results of operations.
  • If we are unable to effectively protect our intellectual property rights on a worldwide basis, we may not be successful in the international expansion of our business that we may pursue.
  • If our future products incorporate technologies that infringe the proprietary rights of third parties, and we do not secure licenses from them, we could be liable for substantial damages.
  • Risks Related to Regulation and Litigation
  • We must continue to meet the evolving standards set for our airport operations by governmental stakeholders.
  • We may be sued by third parties for alleged infringement, misappropriation or other violations of intellectual property and other proprietary rights.
  • Any actual or perceived failure to comply with applicable laws relating to privacy, biometrics, artificial intelligence, health information and data protection may result in significant liability, negative publicity and erosion of trust and commercial opportunities, and increased regulation could materially adversely affect our business, results of operations and financial condition.
  • The laws and regulations that we are subject to or may become subject to are constantly evolving.
  • We may be subject to legal proceedings, regulatory disputes and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention and materially harm our business, financial condition and operating results.
  • The coverage afforded under our insurance policies may be inadequate for the needs of our business or our third-party insurers may be unable or unwilling to meet our coverage requirements, which could materially adversely affect our business, results of operations and financial condition.
  • Our use of “open source” software could adversely affect our ability to offer our services and subject us to possible litigation, and may increase our vulnerability to unauthorized access and cyberattacks.
  • Liability protections provided by the SAFETY Act may be limited.
  • Risks Related to Our Financial Results
  • We may not be able to sustain profitability in the future and have incurred, and expect to continue to incur, increased expenses as we continue to invest in growth.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
  • Our focus on delivering a safe, reliable, predictable and frictionless Member experience may not maximize short-term financial results, which may yield results that conflict with the market’s expectations and could result in our stock price being negatively affected.
  • Risks Related to Our Corporate Structure
  • We are a holding company and our principal asset is our equity interests in Alclear, and we are accordingly dependent upon distributions from Alclear to pay dividends, if any, and taxes, make payments under any Tax Receivable Agreement and cover other expenses, including our corporate and other overhead expenses.
  • We have in the past, and may or may not in the future, pay quarterly and special cash dividends to our stockholders, but our ability to do so may be limited by our holding company structure, contractual restrictions and other factors.
  • Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the CLEAR Post-IPO Members that will not benefit holders of our Class A Common Stock to the same extent that it will benefit the CLEAR Post-IPO Members.
  • We are controlled by Caryn Seidman Becker, our co-founder, whose interests in our business may be different than yours.
  • We will be required to pay the CLEAR Post-IPO Members for certain tax benefits we may claim, and the amounts we may pay could be significant.
  • Our Credit Agreement contains restrictions that limit our flexibility.
  • The timing and amount of any repurchases under our stock repurchase program are subject to a number of uncertainties.
  • The U.S. federal income tax treatment of distributions on our Class A Common Stock to a stockholder will depend upon our tax attributes and the stockholder’s tax basis in our stock, which are not necessarily predictable and can change over time.
  • Risks Related to Ownership of Our Class A Common Stock
  • Substantial future sales of shares of our Class A Common Stock in the public market could cause our stock price to fall.
  • If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
  • Provisions in our charter documents and certain rules imposed by regulatory authorities may delay or prevent our acquisition by a third-party.
  • Our stock price has been, and may in the future be, volatile, and your investment in our Common Stock could decline in value.
  • We may issue preferred securities, the terms of which could adversely affect the voting power or value of our Common Stock.

Legal proceedings

From time to time, we have been involved in legal proceedings and in the future may be subject to claims, lawsuits and other proceedings arising during the ordinary course of business, including, without limitation, claims by members, intellectual property claims, contract and employment claims and claims related to data privacy. In the ordinary course of business, we may also be subject to regulatory and governmental investigations, information requests and subpoenas, inquiries and threatened legal actions and proceedings. Currently, there are no claims or proceedings against us that we believe will have a material adverse effect on our business, results of operations, financial condition or cash flows. However, the results of any current or future claims, proceedings or litigation cannot be predicted with certainty and, regardless of the outcome, we may incur significant costs and experience a diversion of management resources as a result of litigation. See “Risk Factors—Risks Related to Regulation and Litigation—We may be subject to legal proceedings, regulatory disputes and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention and materially harm our business, financial condition and operating results.”

The opening of Item 3, Legal Proceedings.17

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