Clear Secure, Inc.

Previous wording

To evaluate performance of the business, we utilize a variety of other non-GAAP financial reporting and performance measures. These key measures include Total Bookings, Total CLEAR Members, and Active CLEAR+ Members.

Current wording

To evaluate performance of the business, we utilize a variety of performance measures. These key measures include Total Bookings, Total CLEAR Members, and Active CLEAR+ Members.

Previous 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.

Current wording

Total Bookings increased by $63.4 million, or 24%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily driven by growth in Active CLEAR+ Members as well as price increases.

Previous wording

Total Bookings increased by $157.5 million, or 37%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by growth in Active CLEAR+ Members as well as price increases.

Current wording

Total Bookings increased by $220.9 million, or 32%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily driven by growth in Active CLEAR+ Members as well as price increases.

Previous 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.

Current wording

Total CLEAR Members were 46,741 as of September 30, 2026 and 35,751 as of September 30, 2025, which represented a 31% increase. The year-over-year increase was driven by CLEAR1 and CLEAR+ Member enrollments.

Previous 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.

Current wording

Active CLEAR+ Members were 8,474 as of September 30, 2026 and 7,399 as of September 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

We define Free Cash Flow as net cash (used in) provided by operating activities adjusted for purchases of property. We believe Free Cash Flow provides useful information to management and investors about the Company’s liquidity and cash flow trends. With regards to our CLEAR+ subscription service, we generally collect cash from our Members upfront for annual subscriptions. As a result, when the business is growing Free Cash Flow can be a real time indicator of the current trajectory of the business.

Current wording

We define Free Cash Flow as net cash (used in) provided by operating activities adjusted for purchases of property and equipment. We believe Free Cash Flow provides useful information to management and investors about the Company’s liquidity and cash flow trends. With regards to our CLEAR+ subscription service, we generally collect cash from our Members upfront for annual subscriptions. As a result, when the business is growing Free Cash Flow can be a real time indicator of the current trajectory of the business.

Previous wording

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow:

Current wording

Reconciliation of Net Cash (Used in) Provided by Operating Activities to Free Cash Flow:

Previous wording

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

Current wording

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

Previous 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:

Current wording

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

Previous wording

Revenue increased by $58.3 million, or 27%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The change was primarily due to a 15% increase in the number of Active CLEAR+ Members as of June 30, 2026 compared to June 30, 2025 and increases to the price of CLEAR+ membership compared to the price as of June

Current wording

Revenue increased by $63.7 million, or 28%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The change was primarily due to a 15% increase in the number of Active CLEAR+ Members as of September 30, 2026 compared to September 30, 2025 and increases to the price of CLEAR+ membership compared to the price as of September 30, 2025. Approximately 26% and 26% of paying CLEAR+ Members were on a family plan as of September 30, 2026 and 2025, respectively.

Previous 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.

Current wording

Revenue increased by $163.6 million, or 25%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The change was primarily due to a 15% increase in the number of Active CLEAR+ Members as of September 30, 2026 compared to September 30, 2025 and increases to the price of a CLEAR+ membership compared to the price as of September 30, 2025. Approximately 26% and 26% of paying CLEAR+ Members were on a family plan as of September 30, 2026 and 2025, respectively.

Previous 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.

Current wording

Cost of revenue share fee increased by $11.3 million, or 36%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The change was driven primarily by an increase of $1.5 million, or a 15% increase, in fixed airport fees and $9.8 million, or a 46% increase, in per Member fees.

Previous wording

Cost of revenue share fee increased by $15.4 million, or 25%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The change was driven primarily by an increase of $2.3 million, or a 12% increase, in fixed airport fees and $13.1 million, or a 32% increase, in per Member fees.

Current wording

Cost of revenue share fee increased by $26.7 million, or 29%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The change was driven primarily by an increase of $3.8 million, or a 13% increase, in fixed airport fees and $22.9 million, or a 37% increase, in per Member fees.

Previous wording

Cost of direct salaries and benefits expenses decreased by $2.3 million, or 2%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily due to a $4.3 million decrease in employee compensation costs, partially offset by a $2.5 million increase in overhead costs.

Current wording

Cost of direct salaries and benefits expenses decreased by $0.9 million, or 1%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The change was primarily due to a $3.4 million decrease in employee compensation costs partially offset by a $2.8 million increase in overhead costs.

Previous 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.

Current wording

Sales and marketing expenses increased by $4.8 million, or 37%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The change was driven primarily by $3.4 million of higher marketing expense, $0.9 million of higher employee compensation costs, and a $0.6 million increase in commission expense.

Previous wording

Sales and marketing expenses increased by $5.3 million, or 19%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The change was driven primarily by $2.9 million of higher marketing expense and $2.8 million of higher commission expense, partially offset by a $0.5 million decrease in employee compensation costs.

Current wording

Sales and marketing expenses increased by $10.1 million, or 24%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The change was driven primarily by $6.3 million of higher marketing expense and a $3.4 million increase in commission expense.

Previous 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.

Current wording

General and administrative expenses increased by $14.2 million, or 24%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The change was primarily driven by a $8.1 million increase in employee compensation costs primarily related to equity compensation costs, $3.4 million of higher professional fees, a $1.6 million increase in technology costs, and a $0.8 million increase in credit card fees due to higher Total Bookings.

Previous wording

General and administrative expenses increased by $16.3 million, or 14%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The change was primarily driven by an $8.7 million increase in employee compensation costs primarily related to equity compensation costs, a $5.6 million increase in credit card fees due to higher Total Bookings, and a $1.7 million increase in professional fees.

Current wording

General and administrative expenses increased by $30.5 million, or 18%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The change was primarily driven by a $16.8 million increase in employee compensation costs primarily related to equity compensation costs, a $6.4 million increase in credit card fees due to higher Total Bookings, $5.1 million of higher professional fees, and a $3.3 million increase in technology costs.

Previous 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.

Current wording

Interest income, net increased by $2.3 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This increase was primarily driven by higher average cash balances during the period for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.

Previous wording

Interest income, net increased by $2.7 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was primarily driven by higher average cash balances partially offset by lower interest rates for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current wording

Interest income, net increased by $5.0 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This increase was primarily driven by higher average cash balances during the period for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Previous wording

Other income, net increased by $4.5 million, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The change was driven primarily by the impairment of $4.7 million to the Company’s strategic investment due to a fair value adjustment in the prior year.

Current wording

Other income, net increased by $5.7 million, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily driven by a change in blended tax rate and the impairment of $4.7 million to the Company’s strategic investment due to a fair value adjustment in the prior year.

Previous wording

Income tax expense increased by $21.6 million, for the six months ended June 30, 2026 compared to the six 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.

Current wording

Income tax expense increased by $2.0 million, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily due to higher pre-tax income, partially offset by a lower effective tax rate in 2026. The higher effective tax rate for the three months ended September 30, 2025 reflected tax expense related to valuation allowance and other deferred tax adjustments.

Previous 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.

Current wording

Income tax expense increased by $23.6 million, for the nine months ended September 30, 2026 compared to the nine months ended September 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 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.

Current wording

Our operations have been financed primarily through cash flow from operating activities. As of September 30, 2026, we had cash and cash equivalents of $35.4 million and marketable securities of $597.6 million.

Previous wording

Historically, our principal uses of cash and cash equivalents have included funding our operations, capital expenditures, repurchases of members’ equity and more recently, business combinations and investments that enhance our strategic positioning. We may also use our cash and cash equivalents to repurchase our Class A Common Stock, pay cash dividends and distribute to members for tax payments. We plan to finance our operations, future stock repurchases, cash dividends and capital expenditures largely through cash generated from operations. We believe our existing cash and cash equivalents, marketable securities, cash provided by operations and the availability of additional funds under our Credit Agreement (as defined below) will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months, including payment of dividends, potential stock repurchases, and known commitments and contingencies as discussed below. We expect that future capital expenditure will generally relate to building enhancements to the functionality of our current platform, equipment, leasehold improvements and furniture and fixtures related to office expansion and relocation, and general corporate infrastructure.

Current wording

Historically, our principal uses of cash and cash equivalents have included funding our operations, capital expenditures, repurchases of members’ equity and more recently, business combinations and investments that enhance our strategic positioning. We may also use our cash and cash equivalents to repurchase our Class A Common Stock, pay cash dividends and distributions to our members. We plan to finance our operations, future stock repurchases, cash dividends and capital expenditures largely through cash generated from operations. We believe our existing cash and cash equivalents, marketable securities, cash provided by operations and the availability of additional funds under our Credit Agreement (as defined below) will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months, including payment of dividends, potential stock repurchases, and known commitments and contingencies as discussed below. We expect that future capital expenditure will generally relate to building enhancements to the functionality of our current platform, equipment, leasehold improvements and furniture and fixtures related to office expansion and relocation, and general corporate infrastructure.

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 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.

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, February 2026 and November 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 nine months ended September 30, 2026, the Company repurchased 3,739,173 shares for $172.2 million. The repurchased shares were retired. As of September 30, 2026 and November 4, 2026, $79.4 million and $254.4 million, respectively, 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 six months ended June 30, 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 nine months ended September 30, 2026 and 2025:

Previous wording

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.

Current wording

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 to the holders of our Class A Common Stock or Class B Common Stock, as applicable.

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. 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.

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, 2031). 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) extend the maturity date to June 23, 2031.

Previous 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.

Current wording

As of September 30, 2026, the Company had a remaining borrowing capacity of $14.4 million, net of standby letters of credit, and had no outstanding debt obligations. As of September 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 six months ended June 30, 2026 and 2025 (in millions):

Current wording

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

Previous 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.

Current wording

For the nine months ended September 30, 2026, net cash provided by operating activities was $293.0 million compared to net cash provided by operating activities of $174.0 million for the nine months ended September 30, 2025, an increase of $118.9 million primarily due to higher net income, year-over-year favorable changes in working capital of $24.1 million primarily driven by higher deferred revenue offset by lower partnership liabilities, and an increase in non-cash adjustments to net income of $12.4 million driven primarily by higher deferred income tax expense and equity based compensation.

Previous 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.

Current wording

For the nine months ended September 30, 2026 net cash used in investing activities was $9.6 million compared to net cash provided by investing activities of $73.0 million for the nine months ended September 30, 2025, a decrease of $82.6 million. The change was primarily due to an increase in the net purchases of marketable securities of $76.4 million, an increase in capital expenditures of $4.0 million, and a decrease in proceeds from a divestiture of $2.7 million in the prior year.

Previous 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.

Current wording

For the nine months ended September 30, 2026, net cash used in financing activities was $336.5 million compared to net cash used in financing activities of $238.9 million for the nine months ended September 30, 2025, an increase of $97.6 million. The change was primarily due to an increase in the amounts used to repurchase Class A Common Stock of $45.8 million, an increase in payments of taxes on net settled stock-based awards of $41.0 million, and higher TRA payments of $13.9 million, partially offset by a decrease in payments of dividends and distributions of $3.5 million.

Previous 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.

Current wording

We have non-cancelable operating lease arrangements for office space. As of September 30, 2026, we had future minimum payments of $164.4 million, with $14.2 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 June 30, 2026, we had future minimum payments of $86 million.

Current wording

We have and continue to enter into agreements with airports for access to floor and office space. As of September 30, 2026, we had future minimum payments of $104.2 million.

Previous wording

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

Current wording

We have commitments for future marketing expenditures to sports stadiums of $4.3 million as of September 30, 2026.

Previous wording

We are subject to certain minimum spend commitments of approximately $0.0 million over the next two years under service arrangements.

Current wording

We are subject to certain minimum spend commitments of approximately $1.3 million over the next two years under service arrangements.