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Clear Secure Inc

For the period ended Sep 30, 2024. Filed Nov 7, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 7, 2024

YOU$55.09-1.3%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Rule 10b5-1 Trading Plans

Theadoption ortermination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the fiscal quarter ended September 30, 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), were as follows:

NameTitleDate of Adoption of Rule 10b5-1 Trading PlanScheduled Expiration Date of Rule 10b5-1 Trading PlanNumber of Shares to be Sold under the Plan
Caryn Seidman BeckerChairman and Chief Executive OfficerSeptember 13, 2024December 16, 20251,000,000
Michael BarkinDirectorSeptember 12, 2024December 16, 202540,000

Second Amended and Restated By-Laws

On August 1, 2024 the Board amended and restated the Company’s First Amended and Restated By-Laws (as amended, the “Second A&R By-Laws”) to: (i) update the procedural and information requirements for director nominations and other proposals submitted by stockholders under the Company’s “advance notice” provisions; (ii) require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; (iii) update provisions related to stockholder meeting adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case, to reflect recent amendments to the General Corporation Law of the State of Delaware; and (iv) make other modernizing and clarifying changes.

The foregoing description of the Second A&R By-Laws does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text thereof. A copy of the Second A&R By-Laws is included as Exhibit 3.1 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.

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