Clear Secure, Inc.

7. Property and Equipment, net

Property and equipment as of December 31, 2025 and 2024 consist of the following:

Depreciation and amortization expense related to property and equipment for the years ended December 31, 2025, 2024 and 2023 was $23,923, $21,749 and $18,215 respectively.

During the years ended December 31, 2025, 2024 and 2023, $5,462, $6,227, and $8,517 was capitalized in connection with internally developed software inclusive of $759, $748, and $1,424 of equity-based compensation, respectively. Depreciation expense on internally developed software was $12,795, $13,122 and $8,307 for the years ended December 31, 2025, 2024 and 2023 respectively.

Purchases of property and equipment with unpaid costs in accounts payable and accrued liabilities as of December 31, 2025 were $309 and $1,130, respectively and $4,792 and $1 as of December 31, 2024, respectively.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized impairment charges of $362, $723, and $3,469 on property and equipment. During the year ended December 31, 2025, these charges related to write-offs of stale equipment. During the year ended December 31, 2024, these charges related to early termination of a lease and subsequent impairment to primarily leasehold improvements and other fixed assets. See Note 8 for more information. During the year ended December 31, 2023, these charges related to capitalized software and hardware for which the Company discontinued product development.

8. Leases

Below is a reconciliation of the amounts reported on the consolidated balance sheets with respect to the Company’s operating leases:

During the year ended December 31, 2023, the Company entered into a sublease agreement whereby the Company continues to be a lessee under the original operating lease but will act as a sublessor.

During the years ended December 31, 2025, 2024 and 2023, the Company recorded $0, $0, and $1,506, respectively, of impairment to its right of use assets within general and administrative in the consolidated statements of operations. For the years ended December 31, 2025, 2024 and 2023, the Company recorded $1,777, $1,776 and $1,557, respectively, of sublease income within other income (expense), net within the consolidated statements of operations.

As of December 31, 2025, the weighted-average incremental borrowing rate was 7.74%. Additionally, the weighted-average remaining lease term as of December 31, 2025 was 11.65 years.

Total operating lease expense recognized on the consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023 was $15,547, $15,805, and $16,021, respectively. Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2025, 2024 and 2023 was $15,829, $14,953 and $12,322, respectively.

9. Intangible Assets, net

See below for Intangible assets, net as of December 31, 2025 and 2024:

Amortization expense of intangible assets was $10,701, $4,731 and $3,434 for the years ended December 31, 2025, 2024 and 2023 respectively. The Company hasnot recognize any impairment charges on intangible assets, net or goodwill.

10. Restricted Cash

As of December 31, 2025 and 2024, the Company maintained bank deposits of $2,764 and $3,456, respectively, which were primarily pledged as collateral for long-term letters of credit issued in favor of airports, in connection with the Company’s obligations under revenue share agreements.

11. Other Assets

Other assets as of December 31, 2025 and 2024 consist of the following:

During the three months ended March 31, 2024, the Company made an incremental strategic investment in equity securities of a privately held company, which the Company previously invested in during three months ended March 31, 2023. As the investment does not have a readily determinable fair value, the Company elected the measurement alternative to record the investment at initial cost less impairments, if any, adjusted for observable changes in fair value for identical or similar investments of the same issuer. Adjustments resulting from these fluctuations are recorded within other income (expense) on the Company’s consolidated statements of operations. In June 2025, the Company recorded an impairment of $4.7 million in relation to its strategic investment due to a fair value adjustment.

12. Accrued Liabilities and Other Long Term Liabilities

Accrued liabilities consist of the following as of December 31, 2025 and 2024:

The Company’s accrued partnership liabilities primarily relates to estimated amounts related to a portion of merchant credit card benefits that it expects to fund.

Other long term liabilities consist of the following as of December 31, 2025 and 2024:

13. Warrants

Historically, Alclear issued warrants for their holders to purchase shares of Class B redeemable capital units. These warrants were generally subject to performance-based vesting criteria. The Company recognizes the expense for those warrants expected to vest on a straight-line basis over the requisite service period of the warrants, which generally ranges from three months tosix years. For warrants that vest upon issuance, the entire cost is expensed immediately.

In January 2023, the Company recognized $1,038 of the remaining expense related to the 534,655 fully vested United Airlines warrants. These warrants were exercised for Class A Common Stock in a cashless exercise with an intrinsic value of $16,136. The existing warrant agreement with United Airlines expired in the first quarter of 2023. In September 2024, the Company’s remaining warrant agreement, which granted warrants that were exercisable for non-voting common units of Alclear (“Alclear Units”), expired.

Based on the probability of vesting, the Company recorded $623 for the years ended December 31, 2023 respectively within general and administrative expense in the consolidated statements of operations. No warrants were outstanding for the years ended December 31, 2025 and 2024

14. Stockholders’ Equity

Common Stock

The Company has and will issue shares of its common stock as a result of transactions in relation to exchanges and vesting of restricted stock units (“RSUs”).

Treasury Stock

Historically, the Company's treasury stock consisted of forfeited Restricted Stock Awards (“RSAs”) that were legally issued shares held by the Company, and recorded at par value, as well as any shares repurchased under the Company’s share repurchase program that are not retired by the Company’s board of directors (the “Board”). As of December 31, 2023, there were no RSAs outstanding and the Company no longer issues RSAs.The Company’s treasury stock can be utilized to settle equity-based compensation awards issued by the Company and is excluded from the calculation of the non-controlling interest ownership percentage.

During the year ended December 31, 2025, the Company repurchased and retired 5,294,598 shares of its Class A Common Stock for $126,345 at an average price of $23.86. As of December 31, 2025, $126,508 remains available under the repurchase authorization. The Company has elected to account for the repurchase price paid in excess of par value in additional paid in capital within the consolidated financial statements.

Special and Quarterly Dividends

On August 2, 2023, the Company announced that its Board adopted a dividend policy (the "Dividend Policy") of paying a quarterly cash dividend to holders of Class A Common Stock and Class B Common Stock. The amount of such quarterly dividends is subject to approval of the actual amount by the Board at the time of such dividend declaration. It is expected that the dividends will be funded by proportionate cash distributions by Alclear to all of its members as of the applicable record date, including holders of non-controlling interests in Alclear and the Company. The declaration of cash dividends in the future is subject to final determination each quarter by the Board based on a number of factors, including the Company’s results of operations, cash flows, financial position and capital requirements, as well as general business conditions, legal, tax and regulatory restrictions and other factors the Board deems relevant at the time it determines to declare such dividends.

Below is a summary of the Company’s quarterly and special dividends declared and paid to holders of record of Class A Common Stock and Class B Common Stock during the years ended December 31, 2025, 2024 and 2023:

To the extent the quarterly or special dividends exceed the Company's current and accumulated earnings and profits, a portion of such dividends may be deemed a return of capital gain to the holders of our Class A Common Stock or Class B Common Stock, as applicable.

Non-Controlling Interest

The non-controlling interest balance represents the economic interest in Alclear held by our co-founder, Caryn Seidman Becker (the “Co-Founder”), and members of Alclear. The non-controlling interest holders have the right to exchange Alclear Units, together with a corresponding number of shares of Class C Common Stock for Class A Common

Stock or Class D Common Stock for Class B Common Stock. As such, exchanges by non-controlling interest holders will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase Class A Common Stock or B Common Stock and additional paid-in-capital for the Company. Upon the issuance of shares Class A Common Stock or B Common Stock, Alclear issues a proportionate number of Alclear Units in conjunction with the terms of the Reorganization.

During the year ended December 31, 2025, certain non-controlling interest holders exchanged their Alclear Units and corresponding shares of Class C Common Stock or Class D Common Stock for shares of the Company's Class A Common Stock or Class B Common Stock, as applicable. As a result, the Company issued 5,633,620 shares of Class A Common Stock, including those issued in connection with the subsequent conversion of Class B Common Stock into shares of Class A Common Stock.

The non-controlling interest ownership percentage changed from 29.20% as of December 31, 2024 to 26.18% as of December 31, 2025. The primary driver of this decrease was attributable to the issuance of shares of Class A Common Stock, due to the exercise of exchanges described above.

15. Incentive Plans

2021 Omnibus Incentive Plan

The Clear Secure, Inc 2021 Omnibus Incentive Plan (“2021 Omnibus Incentive Plan”) became effective on June 29, 2021 to provide grants of equity-based awards to the employees, consultants, and directors of the Company and its affiliates. The 2021 Omnibus Incentive Plan authorized the issuance of up to 20,000,000 shares of Class A Common Stock as of the date of the Reorganization. The 2021 Omnibus Incentive Plan authorized the issuance of shares pursuant to the grant, settlement or exercise of RSUs, RSAs, stock options and other share-based awards. Beginning with the first business day of each calendar year beginning in 2022 through 2031, the number of shares available will increase in an amount up to 5% of the total number of common shares outstanding (assuming exchange and/or conversion of all classes of common shares into Class A Common Stock) as of the last day of the immediately preceding year or a lesser amount approved by the Board or its compensation committee, so long as the total share reserve available for future awards at the time is not more than 12% of common shares outstanding (assuming exchange and/or conversion of all classes of common shares into Class A Common Stock). For fiscal year 2025, the Compensation Committee of the Board approved no increase in the 2021 Omnibus Incentive Plan, which such increase would have been effective on the first business day of 2025.

Restricted Stock Units

The RSUs are subject to both service-based and, in some cases, business performance-based vesting conditions. RSUs will vest on a specified date, provided the applicable service (generally three years) and, if applicable, business performance condition, have been satisfied. The RSUs with performance conditions issued are also subject to long-term revenue and cash-basis earnings performance hurdles. The Company determines the fair value of each RSU based on the grant date and records the expense over the vesting period or requisite service period and, if applicable, the performance conditions are probable of being met.

The following is a summary of activity related to the RSUs associated with compensation arrangements during years ended December 31, 2025:

The following is a schedule of the expected vesting period for unvested RSUs as of December 31, 2025:

Below is the compensation expense recognized related to the RSUs within the consolidated statements of operations:

As of December 31, 2025, estimated unrecognized compensation expense for RSUs that are probable of vesting was $79,090 with such expense expected to be recognized over a weighted-average period of approximately 2.14 years.

Founder PSUs

During June 2021, the Company established a long-term incentive compensation plan for the Co-Founders, which consists of performance restricted stock-unit awards (the “Founder PSUs”), that will be settled in shares of Class A Common Stock pursuant to the 2021 Omnibus Incentive Plan, subject to the satisfaction of both service and market based vesting conditions.

The grant date fair value for the Founder PSUs was determined by a Monte Carlo simulation and discounted by the risk-free rate on the grant date and an expected volatility of 45%. The Founder PSUs are estimated to vest over afive year period, based on the achievement of specified price hurdles of the Company’s Class A Common Stock. The specified price hurdles of the Company’s Class A Common Stock will be measured on the volume-weighted average price per share for the trailing days during any 180 day period that ends within the applicable measurement period. In June 2021, the Company granted 4,208,617 Founder PSUs. The Company recorded the expense related to these awards within general and administrative in the consolidated statements of operations, and as of December 31, 2025, estimated unrecognized expense for Founder PSUs was $0.

Below is a summary of total compensation expense recorded in relation to the Company’s incentive plans, excluding additional expense related to repurchases:

16. Net Income per Common Share

Shares of the Company’s Class C and Class D Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class C Common Stock and Class D Common Stock under the two-class method has not been presented. Each share of Class C Common Stock (together with a corresponding Alclear Unit) is exchangeable forone share of Class A Common Stock and each share of Class D Common Stock (together with a corresponding Alclear Unit) is exchangeable forone share of Class B Common Stock.

Below is the calculation of basic and diluted net income per common share:

Shares of the Company’s Class C and D Common Stock were determined to be anti-dilutive and thus were excluded from the computation of diluted earnings per share for the year ended December 31, 2025.

The following tables present potentially dilutive securities excluded from the computations of diluted earnings per share of Class A Common Stock and Class B Common Stock for the years ended December 31, 2025, 2024 and 2023:

For the year ended December 31, 2025, the Company has excluded 5,051,954 potentially dilutive shares from the tables above as they had performance conditions that were not achieved as of the end of the periods above.

17. Income Taxes

The Company is the sole managing member of Alclear, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Alclear is generally not subject to U.S. federal and most state and local income taxes. Any taxable income or loss generated by Alclear is passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis. The Company is subject to federal income taxes in the U.S. and its territories, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss of Alclear, as well as any stand-alone income or loss generated by the Company. The Company is also subject to income taxes in Israel, Argentina, and Mexico.

The components of income tax expense (benefit) are as follows:

A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate upon adoption of ASU 2023-09, is as follows:

1 State taxes in California and New York City made up the majority (greater than 50%) of the tax effect in this category.

The components of income tax paid are as follows:

The components of the deferred tax assets and liabilities are as follows:

The table below summarizes the significant movement year over year in the Company’s valuation allowance:

As of December 31, 2025, the Company had federal income tax net operating loss (“NOL”) carryforwards of $6,551. The Company had foreign income tax NOL carryforwards of $347, which, if unused, expire in years 2025 through 2035. The Company had state income tax NOL carryforwards of $11,997, $7,330 of which, if unused, will expire in 2041.

Future changes in the ownership of the Company may limit the future utilization of the NOL and tax credit carryforwards, as defined by the federal, foreign, state, and local tax codes (the “Code”). Accordingly, utilization of the NOL carryforwards and credits will be subject to the annual limitation provided by the Code and similar state provisions and may result in the expiration of the NOLs and credits before utilization.

The Company accrues liabilities for uncertain tax positions that are not more likely than not to be sustained upon examination. Interest and penalties related to uncertain tax positions are recorded in accrued liabilities in the accompanying consolidated balance sheets. The following is a tabular reconciliation of the total amounts of unrecognized tax benefit:

The Company is subject to income taxes in the U.S. and its territories, Israel, Argentina, and Mexico. The statute of limitations for adjustments to our historic tax obligations will vary from jurisdiction to jurisdiction. The tax years for U.S. federal and state income tax purposes open for examination are for the years ending December 31, 2020 and forward. The tax years for foreign jurisdictions open for examination are for the years ending December 31, 2019 and forward.

The Company is asserting permanent reinvestment of all accumulated undistributed earnings of its foreign subsidiaries as of December 31, 2025. Due to the timing and circumstances of repatriation of such earnings, if any, it is not practicable to determine the unrecognized deferred tax liability relating to such amounts.

During the year ended December 31, 2025, the Company repurchased 5,294,598 shares of its Class A Common Stock. However, there was no excise tax as of December 31, 2025 because the stock issuances were in excess of repurchases.

Recent U.S. Tax Legislation

On July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act (“the Act”) that includes several U.S. corporate tax provisions, including 100% bonus depreciation on qualified property and the current deductibility of domestic research and experimental expenditures. The provisions of the Act did not have a material impact on the Company’s tax expense or effective tax rate. The Act lowered the Company’s cash taxes paid for the year ended December 31, 2025, permitting the Company to accelerate the aforementioned deductions.

Tax Receivable Agreement

The Company entered into the TRA, which generally provides for payment by the Company to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that Clear Secure, Inc. actually realizes or is deemed to realize as a result of (i) any increase in tax basis in Alclear’s assets resulting from (a) exchanges by Alclear Members (or their transferees or other assignees) of Alclear Units (along with the corresponding shares of our Class C Common Stock or Class D Common Stock, as applicable) for shares of the Company’s Class A Common Stock or Class B Common Stock, as applicable, and purchases of Alclear Units and corresponding shares of Class C Common Stock or Class D Common Stock, as the case may be, from the Alclear Members (or their transferees or other assignees) or (b) payments under the TRA, and (ii) tax benefits related to imputed interest arising as a result of payments made under the TRA. The Company will retain the benefit of the remaining 15% of these net cash savings.

The TRA liability is calculated by determining the tax basis subject to TRA (“tax basis”) and applying a blended tax rate to the basis differences and calculating the iterative impact. The blended tax rate consists of the U.S. federal income tax rate and an assumed combined state and local income tax rate driven by the apportionment factors applicable to each state. Subsequent changes to the measurement of the TRA liability are recognized in the statements of operations as a component of other income (expense), net.

The Company expects to obtain an increase in the share of the tax basis of its share of the assets of Alclear when Alclear Units are redeemed or exchanged by Alclear Members and other qualifying transactions. This increase in tax basis may have the effect of reducing the amounts that the Company would otherwise pay in the future to various tax authorities. The increase in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

During the year ended December 31, 2025, the Company issued 5,308,173 shares of Class A Common Stock to certain non-controlling interest holders who exchanged their Alclear Units. These exchanges resulted in a tax basis increase subject to the provisions of the TRA. The recognition of the Company’s liability under the tax receivable agreement mirrors the recognition related to its deferred tax assets. As of December 31, 2025, the Company has recognized the deferred tax asset of $287,911 for the step-up in tax basis, as the asset is more-likely-than-not to be realized. As a result, the Company has determined the TRA liability is probable and therefore has recorded a tax receivable agreement liability as of December 31, 2025 of $244,724 of which 14,933 is classified as current liabilities. The TRA liability recorded as of December 31, 2024 was $196,801.

Tax Distributions

The members of Alclear, including Clear Secure, Inc., incur U.S. federal, state and local income taxes on their share of any taxable income of Alclear. The Operating Agreement provides for pro rata cash distributions (“tax distributions”) to the holders of the Alclear Units in an amount generally calculated to provide each member of Alclear with sufficient cash to cover its tax liability in respect of the taxable income of Alclear allocable to them. In general, these tax distributions are computed based on Alclear’s estimated taxable income, multiplied by an assumed tax rate as set forth in the Operating Agreement.

For the years ended December 31, 2025, Alclear paid tax distributions of $26,113 to holders of Alclear Units other than Clear Secure, Inc. and the state tax authorities. For the year ended December 31, 2025, Alclear recorded a liability of $7,851 related to tax distributions to holders of Alclear Units other than Clear Secure, Inc.

18. Commitments and Contingencies

Litigation

From time to time, the Company is involved in various legal proceedings arising in the ordinary course of business. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. Based on the currently available information, the Company does not believe that there are claims or legal proceedings that would have a material adverse effect on the business, or the consolidated financial statements of the Company.

Commitments other than leases

The Company is subject to minimum spend commitments of $2,414 over the nexttwo years under certain service arrangements.

In conjunction with the Company’s revenue share agreements with the airports, certain agreements contain minimum annual contracted fees. These future minimum payments are as follows as of December 31, 2025:

The Company also has commitments for future marketing expenditures to sports stadiums of $6,018 through 2026. For the year ended December 31, 2025, 2024 and 2023, marketing expenses related to sports stadiums were approximately $4,883, $5,119 and $5,508, respectively.

Refer to Note 8 for the Company’s lease commitments.

19. Related-Party Transactions

As of December 31, 2025, and December 31, 2024, the Company had total payables to certain related parties of $0 and $3,540. Additionally, for the years ended December 31, 2025, 2024 and 2023 the Company recorded $0, $13,088 and $12,524, respectively, within Cost of revenue share fee within the consolidated statements of operations. These amounts are subject to a Cost of revenue share fee arrangement with an airline. The entity previously disclosed as a related party in prior periods no longer meets the criteria for classification as a related party as of December 31, 2024.

Refer to Note 17 for information regarding the TRA liability.

20. Employee Benefit Plan

The Company has a 401(k) retirement savings and investment plan (the “401(k) Plan”). Participants make contributions to the 401(k) Plan in varying amounts, up to the maximum limits allowable under the Code. For the years ended December 31, 2025, 2024 and 2023 the Company recorded $4,841, $2,047 and $2,045, respectively within the consolidated statements of operations.

21. Debt

In March 2020, the Company entered into a credit agreement for athree-year $50,000 revolving credit facility, with a group of lenders (the “Credit Agreement”). In April 2021, the Company entered into Amendment No. 1 to the Credit Agreement that increased the commitments under the revolving credit facility to $100,000, which extended the maturity date to March 31, 2024. The revolving credit facility includes a letter of credit sub-facility. In June 2023, the Company entered into Amendment No. 2 to the Credit Agreement to transition from London Interbank Offered Rate to the Secured Overnight Financing Rate ("SOFR") as our benchmark interest rate and to extend the maturity date to June 28, 2026. The Company incurred immaterial debt issuance costs in connection to Amendment No. 2 to the Credit Agreement. In November 2024, the Company entered into Amendment No. 3 to the Credit Agreement to increase the letter of credit sublimit from $35,000 to $50,000. The line of credit hasnot been drawn against as of December 31, 2025. Prepaid loan fees related to this facility are capitalized and amortized over the remaining term of the credit agreement. The balance expected to be amortized within twelve months from the balance sheet date is presented within Prepaid and other current assets on the consolidated balance sheets, while the long term portion is presented within Other assets in the consolidated balance sheets.

The Credit Agreement contains customary terms and conditions, including limitations on consolidations, mergers, indebtedness, and certain payments, as well as a financial covenant relating to leverage. Borrowings under the Credit Agreement generally will bear a floating interest rate per year and will also include interest based on the greater of the prime rate, SOFR, or New York Federal Reserve Bank (NYFRB) rate, plus an applicable margin for specific interest periods.

As of December 31, 2025, the Company had a remaining borrowing capacity of $67,807, net of standby letters of credit, and hadno outstanding debt obligations.

In addition, the Credit Agreement contains certain other covenants (none of which relate to financial condition), events of default and other customary provisions. As of December 31, 2025, the Company was in compliance with all of the financial and non-financial covenants of the Credit Agreement.

22. Segment Information

The Company is organized and operates as a single operating and reportable segment, which aligns with the way the Chief Operating Decision Maker (“CODM”), who is the Chief Executive Officer, evaluates financial performance and results and allocates resources based on the consolidated results of the Company as a whole. The Company's operations are primarily focused on growing and maintaining its secure identity network across multiple offerings in both aviation and non-aviation channels. See Note 1 for further information on the Company’s operations and services from which it derives its revenues.

Operating income and assets are managed at the consolidated level, and there are no separate components that are regularly reviewed for performance or allocation of resources. Consolidated operating income as reported in the financial statements is used by the CODM to monitor budget versus actual results, review performance and allocate resources. The Company’s consolidated financial statements within this Annual Report on Form 10-K reflect the Company’s operations for its single operating and reportable segment.

Total revenues and long-lived assets outside of the United States are immaterial for each of the three years in the period ending December 31, 2025.

23. Subsequent Events

Quarterly and Special Dividend

On February 25, 2026, the Company announced that its Board declared a quarterly dividend of $0.15 per share and a special cash dividend of $0.20 per share, payable on March 24, 2026 to holders of record of Class A Common Stock and Class B Common Stock as of the close of business on March 10, 2026 (the “Record Date”). The Company will fund the quarterly dividend from proportionate cash distributions by Alclear to all of its members as of the Record Date, including holders of non-controlling interests in Alclear and the Company. The Company will fund the payment of the special cash dividend with cash held by the Company following its receipt of a pro rata cash distribution made by Alclear to all of its members as of the Record Date, including the Company, together with cash held by the Company following its receipt of tax distributions made by Alclear.

During the first quarter of 2026, the Company used $1,237 to repurchase and retire 39,901 shares of Class A Common Stock at an average price of $31.00.

On February 25, 2026, the Company announced that its Board authorized a $125,000 increase to its existing Class A Common Stock share repurchase program, resulting in an aggregate remaining authorization of approximately $250,271. 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.