Clear Secure, Inc.

Previous wording

We are focused on growing Total CLEAR Members and the number of Members that engage with our platform. Our operating results and growth opportunities depend, in part, on our ability to attract new Members, including paying Members (CLEAR+ Members) as well as new platform Members. We rely on multiple channels to attract new CLEAR+ Members, including in-airport (our largest channel) which in turn is dependent on the ongoing ability of our Ambassadors to successfully engage with the traveling public. We also rely on numerous digital channels such as our website, mobile app and paid search. We also entered into strategic distribution partnerships with partners such as Delta Air Lines, United Airlines, Alaska Airlines, Hawaiian Airlines and American Express that promote our services to their customers on a discounted or subsidized basis which helps us to efficiently scale membership in CLEAR+. Through our partnership with American Express, eligible card members receive statement credits for all or a portion of their CLEAR Plus membership. We initially entered into our partnership with American Express in 2019. In February 2026, we executed a multi-year renewal of the partnership with American Express. In many cases, we offer limited time trials to new Members who may convert to paying Members upon the completion of their trial. Our future success is dependent on those channels continuing to drive new Members and our ability to convert trial Members into paying Members.

Current wording

We are focused on growing Total CLEAR Members and the number of Members that engage with our platform. Our operating results and growth opportunities depend, in part, on our ability to attract new Members, including paying Members (CLEAR+ Members) as well as new platform Members. We rely on multiple channels to attract new CLEAR+ Members, including in-airport (our largest channel) which in turn is dependent on the ongoing ability of our Ambassadors to successfully engage with the traveling public. We also rely on numerous digital channels such as our website, mobile app and paid search. We also entered into strategic distribution partnerships with partners such as Delta Air Lines, United Airlines, Alaska Airlines, and American Express that promote our services to their customers on a discounted or subsidized basis which helps us to efficiently scale membership in CLEAR+. Through our partnership with American Express, eligible card members receive statement credits for all or a portion of their CLEAR+ membership. We initially entered into our partnership with American Express in 2019. In February 2026, we executed a multi-year renewal of the partnership with American Express. In many cases, we offer limited time trials to new Members who may convert to paying Members upon the completion of their trial. Our future success is dependent on those channels continuing to drive new Members and our ability to convert trial Members into paying Members.

Previous wording

Total Bookings increased by $84.5 million, or 41%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily driven by growth in Active CLEAR+ Members as well as price increases.

Current wording

Total Bookings increased by $73.0 million, or 33%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily driven by growth in Active CLEAR+ Members as well as price increases.

Previous wording

Total CLEAR Members were 40,986 as of March 31, 2026 and 31,215 as of March 31, 2025, which represented a 31% increase. The year-over-year increase was driven by CLEAR1 and CLEAR+ Member enrollments.

Current wording

Total CLEAR Members were 43,501 as of June 30, 2026 and 33,472 as of June 30, 2025, which represented a 30% increase. The year-over-year increase was driven by CLEAR1 and CLEAR+ Member enrollments.

Previous wording

Active CLEAR+ Members were 8,167 as of March 31, 2026 and 7,229 as of March 31, 2025, which represented a 13% increase, driven by new Members added through new and existing airports as well as partner and organic channels.

Current wording

Active CLEAR+ Members was 8,329 as of June 30, 2026 and 7,227 as of June 30, 2025, which represented a 15% increase, driven by new Members added through new and existing airports as well as partner and organic channels.

Previous wording

The Company generates additional revenue from TSA PreCheck® Enrollment Provided by CLEAR. The Company offers both online and in person enrollments and renewals across multiple locations, and plans to continue to launch additional locations on a rolling basis, subject to TSA approval. The Company recognizes the revenue from these services net of fees remitted to TSA and the Federal Bureau of Investigation within the Company’s condensed statements of operations. The Company recognizes these revenues on a per transaction basis upon completion of each enrollment or renewal.

Current wording

The Company generates additional revenue from TSA PreCheck® Enrollment Provided by CLEAR. The Company offers both online and in person enrollments and renewals across multiple locations, and plans to continue to launch additional locations on a rolling basis, subject to TSA approval. The Company recognizes the revenue from these services net of fees remitted to TSA and the Federal Bureau of Investigation within the Company’s condensed consolidated statements of operations. The Company recognizes these revenues on a per transaction basis upon completion of each enrollment or renewal.

Previous wording

Comparison of the three months ended March 31, 2026 and 2025 (in millions)1:

Current wording

Comparison of the three and six months ended June 30, 2026 and 2025 (in millions)1:

Previous wording

1 Note certain numbers in this table and accompanying discussion do not foot due to rounding differences

Current wording

1 Note certain numbers in these tables and accompanying discussion do not foot due to rounding differences

Previous wording

Information about our operating results for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is set forth below:

Current wording

Information about our operating results for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 is set forth below:

Previous wording

Revenue increased by $41.6 million, or 20%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.The change was primarily due to a 13% increase in the number of Active CLEAR+ Members as of March 31, 2026 compared to March 31, 2025 and increases to the price of a CLEAR+ membership compared to the price as of March 31, 2025. Approximately 26% and 27% of paying CLEAR+ members were on a family plan as of March 31, 2026 and 2025, respectively.

Current wording

Revenue increased by $99.9 million, or 23%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The change was primarily due to a 15% increase in the number of CLEAR+ Members as of June 30, 2026 compared to June 30, 2025 and increases to the price of a CLEAR+ membership compared to the price as of June 30, 2025. Approximately 26% and 27%, respectively, of paying CLEAR+ Members were on a family plan as of June 30, 2026 and 2025, respectively.

Previous wording

Cost of revenue share fee increased by $7.3 million, or 25%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The change was driven primarily by an increase of $1.0 million, or an 11% increase, in fixed airport fees and $6.3 million, or a 31% increase, in per Member fees.

Current wording

Cost of revenue share fee increased by $8.1 million, or 26%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The change was driven primarily by an increase of $1.0 million, or a 9% increase, in fixed airport fees and $7.1 million, or a 34% increase, in per Member fees.

Previous wording

Research and development expenses increased by $0.5 million, or 2%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The change was primarily due to a $1.1 million increase in technology costs, partially offset by a $0.4 million decrease in professional fees and a $0.3 million decrease in employee compensation costs.

Current wording

Research and development expenses decreased by $0.5 million, or 3%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The change was primarily due to a $1.4 million decrease in employee compensation costs and a $0.2 million decrease in professional fees, partially offset by a $1.2 million increase in technology costs.

Previous wording

Sales and marketing expenses increased by $2.6 million, or 19%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The change was driven primarily by $1.9 million of higher commission expense primarily related to our B2B offering, CLEAR1, and $1.2 million of higher marketing expense.

Current wording

Sales and marketing expenses increased by $2.7 million, or 18%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The change was driven primarily by $1.7 million of higher marketing expense and $0.9 million of higher commission expense.

Previous wording

General and administrative expenses increased by $8.9 million, or 16%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The change was driven by a $5.6 million increase in employee compensation costs primarily related to performance-based equity compensation costs, and a $3.2 million increase in credit card fees due to higher bookings.

Current wording

General and administrative expenses increased by $7.4 million, or 13%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The change was primarily driven by a $3.1 million increase in employee compensation costs primarily related to equity compensation costs, a $2.4 million increase in credit card fees due to higher Total Bookings, and a $1.5 million increase in professional fees.

Previous wording

Interest income, net increased by $0.6 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase is primarily driven by higher average cash balances relative to the comparative period, partially offset by lower interest rates.

Current wording

Interest income, net increased by $2.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was primarily driven by higher average cash balances partially offset by lower interest rates for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Previous wording

Income tax expense increased by $8.9 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The change was primarily due to higher pre-tax earnings, and a higher effective tax rate driven by an increase in Clear Secure, Inc.’s ownership percentage.

Current wording

Income tax expense increased by $12.6 million, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The change was primarily due to higher pre-tax earnings, and a higher effective tax rate driven by an increase in Clear Secure, Inc.’s ownership percentage.

Previous wording

Our operations have been financed primarily through cash flows from operating activities. As of March 31, 2026, we had cash and cash equivalents of $170.7 million and marketable securities of $629.4 million.

Current wording

Our operations have been financed primarily through cash flow from operating activities. As of June 30, 2026, we had cash and cash equivalents of $128.2 million and marketable securities of $831.0 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, with subsequent increases to the repurchase program authorized by the Board in November 2023, March 2024, August 2024, February 2025, and February 2026. 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, 2026, the Company repurchased 39,901 shares for $1.3 million. The repurchased shares were retired. As of March 31, 2026, $250.3 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, with subsequent increases to the repurchase program authorized by the Board in November 2023, March 2024, August 2024, February 2025, and February 2026. 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, 2026, the Company repurchased 39,901 shares for $1.2 million. The repurchased shares were retired. As of June 30, 2026, $250.3 million remained available under the repurchase authorization.

Previous wording

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 three months ended March 31, 2026 and 2025:

Current wording

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 six months ended June 30, 2026 and 2025:

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 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. 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. 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. In June 2026, the Company entered into Amendment No. 4 to (i) reduce the lender commitments under the Credit Agreement from $100 million to $50 million and (ii) to extend the maturity date to June 23, 2031.

Previous wording

As of March 31, 2026, the Company had a remaining borrowing capacity of $67.7 million, net of standby letters of credit, and had no outstanding debt obligations. As of March 31, 2026, the Company was in compliance with all of the financial and non-financial covenants of the Credit Agreement. Refer to Note 18 within the condensed consolidated financial statements for further details.

Current wording

As of June 30, 2026, the Company had a remaining borrowing capacity of $17.7 million, net of standby letters of credit, and had no outstanding debt obligations. As of June 30, 2026, the Company was in compliance with all of the financial and non-financial covenants of the Credit Agreement. Refer to Note 18 within the condensed consolidated financial statements for further details.

Previous wording

The following summarizes our cash flows for the three months ended March 31, 2026 and 2025 (in millions):

Current wording

The following summarizes our cash flows for the six months ended June 30, 2026 and 2025 (in millions):

Previous wording

For the three months ended March 31, 2026, net cash provided by operating activities was $190.4 million compared to net cash provided by operating activities of $98.3 million for the three months ended March 31, 2025, an increase of $92.0 million primarily due to higher net income, an increase in non-cash adjustments to net income of $11.7 million, and year-over-year favorable changes in working capital of $62.5 million driven primarily by higher partnership liabilities offset and higher deferred revenues.

Current wording

For the six months ended June 30, 2026, net cash provided by operating activities was $391.5 million compared to net cash provided by operating activities of $221.3 million for the six months ended June 30, 2025, an increase of $170.2 million primarily due to higher net income, year-over-year favorable changes in working capital of $101.0 million driven by higher partnership liabilities and deferred revenue, and an increase in non-cash adjustments to net income of $16.9 million driven primarily by higher deferred income tax expense.

Previous wording

For the three months ended March 31, 2026 net cash used in investing activities was $21.4 compared to net cash provided by investing activities of $93.3 million for the three months ended March 31, 2025, a decrease of $114.7 million. The change was primarily due to an increase in net purchases of marketable securities of $116.9 million and an increase in capital expenditures of $2.2 million.

Current wording

For the six months ended June 30, 2026 net cash used in investing activities was $235.5 million compared to net cash provided by investing activities of $16.6 million for the six months ended June 30, 2025, a decrease of $252.1 million. The change was primarily due to an increase in the net purchases of marketable securities of $245.0 million, an increase in capital expenditures of $4.9 million, partially offset by a decrease in proceeds from a divestiture of $2.7 million.

Previous wording

For the three months ended March 31, 2026, net cash used in financing activities was $83.9 million compared to net cash used in financing activities of $171.3 million for the three months ended March 31, 2025, a decrease of $87.4 million. The change was primarily due to a decrease in the amounts used to repurchase Class A Common Stock of $100.5 million and lower dividends and distributions of $11.4 million offset partially by higher payments of taxes on net settled stock-based awards and TRA payments of $10.6 million and $13.9 million, respectively.

Current wording

For the six months ended June 30, 2026, net cash used in financing activities was $113.5 million compared to net cash used in financing activities of $216.3 million for the six months ended June 30, 2025, a decrease of $102.8 million. The change was primarily due to a decrease in the amounts used to repurchase Class A Common Stock of $125.1 million and a decrease in payments of dividends and distributions of $7.3 million, partially offset by an increase in payments of taxes on net settled stock-based awards of $15.4 million and higher TRA payments of $13.9 million.

Previous wording

We have non-cancelable operating lease arrangements for office space. As of March 31, 2026, we had future minimum payments of $170.9 million, with $14.0 million due within twelve months.

Current wording

We have non-cancelable operating lease arrangements for office space. As of June 30, 2026, we had future minimum payments of $167.4 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, 2026, 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, 2026, we had future minimum payments of $86 million.

Previous wording

We have commitments for future marketing expenditures to sports stadiums of $5.4 million as of March 31, 2026.

Current wording

We have commitments for future marketing expenditures to sports stadiums of $5.1 million as of June 30, 2026.

Previous wording

We are subject to certain minimum spend commitments of approximately $0.3 million over the next two years under service arrangements.

Current wording

We are subject to certain minimum spend commitments of approximately $0.0 million over the next two 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