Clear Secure, Inc.
For the period ended Dec 31, 2025. Filed Feb 25, 2026.
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FY2025 · Filed Feb 25, 2026
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Reports of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Clear Secure, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Clear Secure, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Accounting for Accrued partnership liabilities
| Description of theMatter | As described in Notes 2 and 12 to the consolidated financial statements, the Company contributes to credit card benefits obtained by its members through certain credit card partnerships. Membership subscription revenue is reduced by the Company’s estimate of its obligation to fund a portion of credit card benefits issued to members with one credit card partner at the end of the respective contract year. The obligation varies based on the number of members enrolled each contract year. Included in accrued partnership liabilities of approximately $163.4 million is the estimated amount due for the Company funded portion of the credit card benefits for one credit card partner as of December 31, 2025. Auditing management’s estimate of the accrued partnership liability and the related reduction to membership subscription revenue was complex and required significant judgment due to the level of uncertainty in the assumptions used by management. In particular, management was required to forecast the volume of membership enrollments would receive credit card benefits from this credit card partner for the remaining contract year in order to estimate the Company’s obligation under the arrangement as of December 31, 2025. Changes in this estimate can have a significant impact on the amount of revenue recognized and the related liability. |
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| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s review of the estimated accrued partnership liability and the related reduction to membership subscription revenue. This included testing controls over management’s review of the significant assumption described above.To test the Company’s estimate of the accrued partnership liability and the related reduction to membership subscription revenue, our audit procedures included, among others, evaluating the methodology, testing the significant assumptions and testing the completeness and accuracy of the underlying data used by management in its analyses. This included reviewing the terms of the partnership agreement, comparing elements of management’s calculation to actual enrollment credits data from the credit card partner for the contract period through December 31, 2025 and testing management's estimate of future membership enrollments for the remaining contract period by comparing the enrollment assumption used by management to historical trends, assessing the historical accuracy of management’s estimate and performing sensitivity analyses to evaluate the changes in membership subscription revenue and the accrued partnership liabilities that would result from changes in the significant assumption. |
Measurement of the Tax Receivable Agreement liability
| Description of theMatter | As discussed in Note 17 of the consolidated financial statements, the Company has a Tax Receivable Agreement (“TRA”), which is a contractual commitment to certain current and former members of Alclear Holdings, LLC (“Alclear”) to distribute 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that the Company actually realizes or is deemed to realize as a result from exchanges or purchases of Alclear Holdings, LLC units and TRA payments. The TRA payments are contingent upon, among other things, the generation of future taxable income over the term of the TRA and future changes in tax laws. As of December 31, 2025, the Company’s liability due was $244.7 million.Auditing management’s accounting for the TRA liability is especially complex and judgmental as the Company’s calculation of the TRA liability requires the Company to timely identify and calculate tax basis differences related to exchanges and purchases of Alclear units and related TRA payments. It also requires estimates of the Company’s future qualified taxable income over the term of the TRA as a basis to determine if the related tax benefits are expected to be realized. |
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| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process for determining the measurement of the Company’s TRA liability. Such controls include management’s review over the computation of the TRA liability in accordance with the terms set out in the TRA, which is based on several inputs including the Company’s share of the tax basis in Alclear as discussed above, as well as the estimate of future qualified taxable income over the term of the TRA. We tested the measurement of the Company’s TRA liability by performing audit procedures that included, among others, evaluating the reasonableness and existence of the exchange and repurchase activity, and recalculating the Company’s share of the tax basis in the net assets of Alclear. We also recalculated the TRA liability with the assistance of income tax specialists and verified the calculation of the TRA liability was in accordance with the terms set out in the TRA. To test the Company’s position that there is sufficient future taxable income to realize the tax benefits discussed above, we evaluated the assumptions used by management to develop the projections of future taxable income. For example, we compared management’s projections of future taxable income with the actual results of prior periods, and we also compared the projections of future taxable income with other forecasted financial information prepared by the Company. |
/s/Ernst & Young LLP
We have served as the Company’s auditor since 2019.
New York, New York
February 25, 2026
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