Clear Secure, Inc.

Previous wording

Total Bookings increased by $26.6 million, or 15%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was primarily driven by growth in Active CLEAR+ Members as well as price increases.

Current wording

Total Bookings increased by $25.9 million, or 13%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily driven by growth in Active CLEAR+ Members as well as price increases.

Previous wording

We define Total Cumulative Enrollments as the number of enrollments since inception as of the end of the period. An Enrollment is defined as any Member who has registered for the CLEAR platform since inception and has a profile (including limited time free trials regardless of conversion to paid membership) net of duplicate and/or purged accounts. This includes CLEAR+ Members who have completed enrollment with CLEAR and have ever activated a payment method, plus associated family accounts. Management views this metric as an important tool to analyze the efficacy of our growth and marketing initiatives as new Members are potentially a current and leading indicator of revenues.

Current wording

We define Total Cumulative Enrollments as the number of enrollments since inception as of the end of the period. An Enrollment is defined as any Member who has registered for the CLEAR platform since inception and has a profile (including limited time free trials regardless of conversion to paid membership) net of duplicate and/or purged accounts. This includes CLEAR+ Members who have completed enrollment with CLEAR and have activated a payment method at any time, plus associated family accounts. Management views this metric as an important tool to analyze the efficacy of our growth and marketing initiatives as new Members are potentially a current and leading indicator of revenues.

Previous wording

Total Cumulative Enrollments were 31,215 as of March 31, 2025 and 21,941 as of March 31, 2024, which represented a 42% increase. The year-over-year increase was driven by CLEAR1 and CLEAR+ Member enrollments.

Current wording

Total Cumulative Enrollments were 33,472 as of June 30, 2025 and 24,221 as of June 30, 2024, which represented a 38% increase. The year-over-year increase was driven by CLEAR1 and CLEAR+ Member enrollments.

Previous wording

Total Cumulative Platform Uses was 248,895 as of March 31, 2025 and 192,610 as of March 31, 2024, which represented a 29% increase, driven by CLEAR+ verifications combined with increased contributions from CLEAR1 uses.

Current wording

Total Cumulative Platform Uses was 264,830 as of June 30, 2025 and 206,673 as of June 30, 2024, which represented a 28% increase, driven by CLEAR+ verifications combined with increased contributions from CLEAR1 uses.

Previous wording

Active CLEAR+ Members was 7,415 as of March 31, 2025 and 6,798 as of March 31, 2024, which represented a 9% increase, driven by new Members added through new and existing airports as well as partner and organic channels.

Current wording

Active CLEAR+ Members was 7,626 as of June 30, 2025 and 7,095 as of June 30, 2024, which represented a 7% increase, driven by new Members added through new and existing airports as well as partner and organic channels.

Previous wording

Annual CLEAR+ Gross Dollar Retention was 87.1% as of March 31, 2025 and 89.8% as of March 31, 2024, a year-over-year decrease of 270 basis points. The year-over-year change was driven primarily by a lower increase in pricing as compared to the prior period.

Current wording

Annual CLEAR+ Gross Dollar Retention was 87.3% as of June 30, 2025 and 89.3% as of June 30, 2024, a year-over-year decrease of 2.0%. The year-over-year change was driven primarily by a lower increase in pricing as compared to the prior period.

Previous wording

Annual Usage was 7.1x as of March 31, 2025 and 7.8x as of as of March 31, 2024, which represented a 9% decrease. The decrease was driven by both lower utilization for newer Members and a decrease in utilization for existing Members.

Current wording

Annual Usage was 7.0x as of June 30, 2025 and 7.4x as of June 30, 2024, which represented a 5% decrease. The decrease was driven by both lower utilization for newer Members and a decrease in utilization for existing Members.

Previous wording

The Company operates as a concessionaire in airports and shares a portion of the gross receipts generated both from the Company’s Members and from TSA PreCheck® Enrollment Provided by CLEAR with the host airports, retail locations, and/or airlines (“Revenue Share”). The Revenue Share fee is generally prepaid to the host airport in the period collected from the Member. The Revenue Share fee is generally capitalized and subsequently amortized to operating expense over each Member’s subscription period. Such prepayments are recorded in “Prepaid revenue share fee” in the Company’s condensed consolidated balance sheets. Cost of revenue share fee also includes a fixed fee component which is expensed in the period incurred and certain overhead related expenses paid to the airports in relation to our Revenue Share arrangements.

Current wording

The Company operates as a concessionaire in airports and shares a portion of the gross receipts generated both from the Company’s Members and from TSA PreCheck® Enrollment Provided by CLEAR with the host airports, retail locations, and/or airlines (“Revenue Share”). The Revenue Share fee from CLEAR+ Members is generally prepaid to the host airport in the period collected from the Member. The Revenue Share fee is generally capitalized and subsequently amortized to operating expense over each Member’s subscription period. Such prepayments are recorded in “Prepaid revenue share fee” in the Company’s condensed consolidated balance sheets. Cost of revenue share fee also includes a fixed fee component which is expensed in the period incurred and certain overhead related expenses paid to the airports in relation to our Revenue Share arrangements.

Previous wording

Comparison of the three months ended March 31, 2025 and 2024 (in millions):

Current wording

Comparison of the three and six months ended June 30, 2025 and 2024 (in millions):

Previous wording

Information about our operating results for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 is set forth below:

Current wording

Information about our operating results for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 is set forth below:

Previous wording

Revenue increased by $32.2 million, or 18%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.The change was primarily due to a 9% increase in the number of Active CLEAR+ Members as of March 31, 2025 compared to March 31, 2024 and increases to the price of a CLEAR+ membership compared to the price as of March 31, 2024. Approximately 27% and 28% of paying CLEAR+ members were on a family plan as of March 31, 2025 and 2024, respectively.

Current wording

Revenue increased by $65.0 million, or 18%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change was primarily due to a 7% increase in the number of CLEAR+ Members as of June 30, 2025 compared to June 30, 2024 and increases to the price of a CLEAR+ membership compared to the price as of June 30, 2024. Approximately 27% and 29%, respectively, of paying CLEAR+ Members were on a family plan as of June 30, 2025 and 2024, respectively.

Previous wording

Cost of revenue share fee increased by $5.2 million, or 21%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The change was driven primarily by an increase of $1.9 million, or a 24% increase, in fixed airport fees and $3.3 million, or a 20% increase, in per Member fees. COVID-related concessions reduced Cost of revenue share fee by none and $1.8 million in three months ended March 31, 2025 and 2024, respectively.

Current wording

Cost of revenue share fee increased by $5.1 million, or 20%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The change was driven primarily by an increase of $2.0 million, or a 23% increase, in fixed airport fees and $3.1 million, or a 18% increase, in per Member fees. COVID-related concessions reduced Cost of revenue share fee by none and $0.6 million in the three months ended June 30, 2025 and 2024, respectively.

Previous wording

Cost of direct salaries and benefits expenses increased by $10.6 million, or 26%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The change was primarily due to increased employee compensation costs of $9.4 million caused by wage increases, a change to our Ambassador compensation structure, and higher average employee count.

Current wording

Cost of direct salaries and benefits expenses increased by $7.6 million, or 19%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The change was primarily due to increased employee compensation costs of $7.1 million caused by wage increases, a change to our Ambassador compensation structure, and higher average employee count.

Previous wording

Research and development expenses decreased by $1.1 million, or 5%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The change was primarily due to a decrease in employee compensation costs of $1.6 million, including a $0.9 million decrease in severance related to the closure of our Israel office during three months ended March 31, 2024.

Current wording

Research and development expenses decreased by $0.3 million, or 1%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change was primarily due to a decrease in employee compensation costs of $0.7 million, inclusive of $1.3 million in severance related to the closure of our Israel office during the six months ended June 30, 2024. The decrease was partially offset by a $0.2 million increase in technology costs and $0.2 million higher professional fees.

Previous wording

Sales and marketing expenses increased by $1.8 million, or 15%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The change was driven primarily by $2.7 million of higher discretionary marketing expense and $0.4 million of higher employee compensation costs, partially offset by a $1.7 million decrease in commission resulting from changes to our Ambassador compensation structure.

Current wording

Sales and marketing expenses increased by $5.3 million, or 23%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change was driven primarily by $5.0 million of higher discretionary marketing expense and $0.5 million of higher employee compensation costs, partially offset by a $0.9 million decrease in commissions resulting from changes to our Ambassador compensation structure.

Previous wording

General and administrative expenses increased by $1.8 million, or 3%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The change was primarily driven by a $1.6 million increase in credit card fees due to higher bookings and $1.6 million higher professional fees, partially offset by a $1.6 million decrease in employee compensation cost mostly due to lower Founder PSU expense.

Current wording

General and administrative expenses increased by $5.0 million, or 5%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change was primarily driven by a $3.3 million increase in credit card fees due to higher bookings and $1.9 million of higher professional fees, partially offset by a $0.9 million decrease in employee compensation costs.

Previous wording

Interest income, net decreased by $3.8 million, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This decrease is primarily driven by lower average interest rates and a lower average cash balance for the three months ended March 31, 2025.

Current wording

Interest income, net decreased by $2.4 million, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This decrease was primarily driven by lower average interest rates and a lower average cash balances for the three months ended June 30, 2025.

Previous wording

Income tax expense increased by $3.5 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The change was primarily due to the realization of U.S. deferred tax expense because of valuation allowance release as of December 31, 2024 and increased book income.

Current wording

Income tax expense increased by $6.0 million, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The change was primarily due to the realization of U.S. deferred tax expense because of valuation allowance release as of December 31, 2024 and increased book income.

Previous wording

Our operations have been financed primarily through equity financing and cash flow from operating activities. As of March 31, 2025, we had cash and cash equivalents of $87.6 million and marketable securities of $442.3 million.

Current wording

Our operations have been financed primarily through cash flow from operating activities. As of June 30, 2025, we had cash and cash equivalents of $89.3 million and marketable securities of $516.4 million.

Previous wording

On May 13, 2022, the Company's Board authorized a share repurchase program pursuant to which the Company may purchase up to $100 million of its Class A Common Stock. On each of November 8, 2023, March 21, 2024 and August 5, 2024, the Company announced that its Board authorized a $100 million increase to its existing Class A Common Stock share repurchase program, and in February 2025, the Company announced that its Board authorized an additional $200 million increase. Under the repurchase program, the Company may purchase shares of its Class A Common Stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The timing and actual number of shares repurchased will be determined by management depending on a variety of factors, including stock price, trading volume, market conditions, and other general business considerations. The repurchase program has no expiration date and may be modified, suspended, or terminated at any time. During the three months ended March 31, 2025, the Company repurchased 4,267,758 shares for $101.7 million. The repurchased shares were retired. As of March 31, 2025, $151.1 million remains available under the repurchase authorization.

Current wording

On May 13, 2022, the Company's Board authorized a share repurchase program pursuant to which the Company may purchase up to $100 million of its Class A Common Stock. On each of November 8, 2023, March 21, 2024 and August 5, 2024, the Company announced that its Board authorized a $100 million increase to its existing Class A Common Stock share repurchase program, and in February 2025, the Company announced that its Board authorized an additional $200 million increase. Under the repurchase program, the Company may purchase shares of its Class A Common Stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The timing and actual number of shares repurchased will be determined by management depending on a variety of factors, including stock price, trading volume, market conditions, and other general business considerations. The repurchase program has no expiration date and may be modified, suspended, or terminated at any time. During the six months ended June 30, 2025, the Company repurchased 5,294,598 shares for $126.3 million. The repurchased shares were retired. As of June 30, 2025, $126.5 million remained available under the repurchase authorization.

Previous wording

On March 31, 2020, we entered into a credit agreement (as amended, restated or otherwise modified, the “Credit Agreement”) for a three-year $50 million revolving credit facility that expires on March 31, 2023. Borrowings under the Credit Agreement generally bear interest between 1.5% and 2.5% per year and also include interest based on the greater of the prime rate, London Interbank Offered Rate (“LIBOR”) or New York Federal Reserve Bank (“NYFRB”) rate, plus an applicable margin for specific interest periods. In April 2021, the Company increased the size of the revolving credit facility to$100 million, which matures three years from the date of the increase. The revolving credit facility includes a letter of credit sub-facility. In June 2023, the Company entered into a second amendment to the Credit Agreement to transition from LIBOR to the Secured Overnight Financing Rate ("SOFR") as our benchmark interest rate and to extend the maturity date to June 28, 2026. In November 2024, the Company entered into Amendment No. 3 to the Credit Agreement to increase the letter of credit sublimit from $35 million to $50 million.

Current wording

On March 31, 2020, we entered into a credit agreement (as amended, restated or otherwise modified, the “Credit Agreement”) for a three-year $50 million revolving credit facility with a maturity date of March 31, 2023 (which has since been amended to extend the maturity date to June 28, 2026). Borrowings under the Credit Agreement generally bear interest between 1.5% and 2.5% per year and also include interest based on the greater of the prime rate, London Interbank Offered Rate (“LIBOR”) or New York Federal Reserve Bank (“NYFRB”) rate, plus an applicable margin for specific interest periods. In April 2021, the Company increased the size of the revolving credit facility to$100 million, which matures three years from the date of the increase. The revolving credit facility includes a letter of credit sub-facility, in the amount of $50 million. In June 2023, the Company entered into a second amendment to the Credit Agreement to transition from LIBOR to the Secured Overnight Financing Rate ("SOFR") as our benchmark interest rate and to extend the maturity date to June 28, 2026.

Previous wording

As of March 31, 2025, the Company had a remaining borrowing capacity of $66.4, net of standby letters of credit, and had no outstanding debt obligations. As of March 31, 2025, the Company was in compliance with all of the financial and non-financial covenants of the Credit Agreement. Refer to Note 19 within the condensed consolidated financial statements for further details.

Current wording

As of June 30, 2025, the Company had a remaining borrowing capacity of $66.4 million, net of standby letters of credit, and had no outstanding debt obligations. As of June 30, 2025, the Company was in compliance with all of the financial and non-financial covenants of the Credit Agreement. Refer to Note 19 within the condensed consolidated financial statements for further details.

Previous wording

The following summarizes our cash flows for the three months ended March 31, 2025 and 2024 (in millions):

Current wording

The following summarizes our cash flows for the six months ended June 30, 2025 and 2024 (in millions):

Previous wording

For the three months ended March 31, 2025, net cash provided by operating activities was $98.3 million compared to net cash provided by operating activities of $80.3 million for the three months ended March 31, 2024, an increase of $18.0 million primarily due to higher net income and year-over-year favorable changes in working capital of $12.9 million driven by higher partnership liabilities offset by a decrease in non-cash adjustments to net income of $1.4 million.

Current wording

For the six months ended June 30, 2025, net cash provided by operating activities was $221.3 million compared to net cash provided by operating activities of $194.9 million for the six months ended June 30, 2024, an increase of $26.4 million primarily due to higher net income, year-over-year favorable changes in working capital of $13.3 million driven by higher partnership liabilities, and an increase in non-cash adjustments to net income of $7.3 million driven by an impairment of the Company’s strategic investment and lower discount accretion on marketable securities.

Previous wording

For the three months ended March 31, 2025 net cash provided by investing activities was $93.3 compared to net cash provided by in investing activities of $26.2 for the three months ended March 31, 2024, an increase of $67.1 million. The change was primarily due to an increase in the net sales of marketable securities of $70.2 million and a decrease in strategic investments of $1.0 million offset by an increase in capital expenditures of $4.3 million.

Current wording

For the six months ended June 30, 2025 net cash provided by investing activities was $16.6 compared to net cash used in investing activities of $26.4 for the six months ended June 30, 2024, a decrease of $9.8 million. The change was primarily due to a decrease in the net sales of marketable securities of $8.5 million, an increase in capital expenditures of $4.9 million, offset by proceeds from a divestiture of $2.7 million.

Previous wording

For the three months ended March 31, 2025, net cash used in financing activities was $171.3 million compared to net cash used in financing activities of $101.3 million for the three months ended March 31, 2024, an increase of $70.0 million. The change was primarily due to an increase in the amounts used to repurchase Class A Common Stock of $16.9 million and an increase in payments of dividends and distributions of $52.5 million.

Current wording

For the six months ended June 30, 2025, net cash used in financing activities was $216.3 million compared to net cash used in financing activities of $241.1 million for the six months ended June 30, 2024, an increase of $24.8 million. The change was primarily due to a decrease in the amounts used to repurchase Class A Common Stock of $23.7 million and a decrease in payments of dividends and distributions of $1.7 million.

Previous wording

We have non-cancelable operating lease arrangements for office space. As of March 31, 2025, we had future minimum payments of $188.4 million, with $14.8 million due within twelve months.

Current wording

We have non-cancelable operating lease arrangements for office space. As of June 30, 2025, we had future minimum payments of $200.2 million, with $15.0 million due within twelve months.

Previous wording

We have and continue to enter into agreements with airports for access to floor and office space. As of March 31, 2025, we had future minimum payments of $64.0 million.

Current wording

We have and continue to enter into agreements with airports for access to floor and office space. As of June 30, 2025, we had future minimum payments of $67.6 million.

Previous wording

We have commitments for future marketing expenditures to sports stadiums of $2.0 million as of March 31, 2025.

Current wording

We have commitments for future marketing expenditures to sports stadiums of $3.9 million as of June 30, 2025.

Previous wording

We are subject to certain minimum spend commitments of approximately $11.4 million over the next three years under service arrangements.

Current wording

We are subject to certain minimum spend commitments of approximately $9.2 million over the next three years under service arrangements.

Previous wording

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. The Securities and Exchange Commission (“SEC”) has defined a company’s critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and results of operations, and which require a company to make its most difficult and subjective judgments. The Company’s critical accounting policies and estimates are described under the heading “Management’s Discussion and Analysis of Financial Condition and results of Operations” in our Annual Report on Form 10-K. Refer to Note 2 within the condensed consolidated financial statements for further information.

Current wording

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. The Securities and Exchange Commission (“SEC”) has defined a company’s critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and results of operations, and which require a company to make its most difficult and subjective judgments. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. The Company's critical accounting policies and