Clear Secure, Inc.

1. Description of Business and Recent Accounting Developments

Description and Organization

Clear Secure, Inc. (the “Company” and together with its consolidated subsidiaries, “CLEAR,” “we,” “us,” “our”) is a holding company and its principal asset is the controlling equity interest in Alclear Holdings, LLC (“Alclear”). Alclear was formed as a Delaware limited liability company on January 21, 2010 and operates under the terms of the Second Amended and Restated Operating Agreement dated June 7, 2023 (the “Operating Agreement”). As the sole managing member of Alclear, the Company operates and controls all of the business and affairs of Alclear, and through Alclear and its subsidiaries, conducts the Company’s business.

The Company operates a secure identity network under the brand name CLEAR primarily in the United States. CLEAR's current offerings in the CLEAR Travel portfolio include: CLEAR+, a consumer travel subscription service, which enables access to predictable and fast experiences through dedicated entry lanes in airport security checkpoints within our nationwide network of 63 airports (as of the date of this filing); TSA PreCheck® Enrollment Provided by CLEAR at 63 airports and 285 retail locations (as of the date of this filing); premium services such as CLEAR Concierge; other travel benefits such as expedited passport services; the free CLEAR app which helps travelers plan their trip Home to Gate; and other mobile-first identity solutions such as CLEAR ID. In addition, CLEAR1 is our business to business (“B2B”) multi-layered identity verification solution. We combine biometric, document and device signals with verified data sources to ensure users are who they claim to be. Our B2B partners can select which verification layers to deploy, based on their specific security requirements, risk tolerance and user experience goals. We partner with a breadth of organizations, with a particular focus on Healthcare, Workforce and Governmental organizations where high fidelity identity security is paramount to their operational success. Our scaled Member base and comprehensive secure identity platform underpin our CLEAR Travel and CLEAR1 businesses, maximizing security and minimizing friction for consumers and our enterprise partners.

2. Basis of Presentation and Summary of Significant Accounting Policies

These condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these condensed consolidated financial statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026.

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the condensed consolidated financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates.

These condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company hasone operating and reportable segment. See Note 19 for more information.

Recently Adopted Accounting Pronouncements

The Company adopted all applicable standards effective as of December 31, 2025, within these condensed consolidated financial statements. There was no material impact as a result. There are no newly issued standards since December 31, 2025 which require adoption in the nine months ended September 30, 2026.

3. Revenue

The Company derives substantially all of its revenue from subscriptions to its consumer aviation service, CLEAR+. For the three and nine months ended September 30, 2026 and 2025, no individual airport accounted for more than 10% of membership revenue.

Revenue by Geography

For the three and nine months ended September 30, 2026 and 2025, substantially all of the Company’s revenue was generated in the United States.

Contract liabilities and assets

The Company’s deferred revenue balance primarily relates to amounts received from customers for subscriptions paid in advance of the services being provided that will be earned within the next twelve months. The following table presents changes in the deferred revenue balance for the nine months ended September 30, 2026.

The Company has obligations for refunds and other similar items of $6,567 as of September 30, 2026 recorded within accrued liabilities.

During the nine months ended September 30, 2026 and 2025, the Company recognized $472,320 and $404,004, respectively, of revenue which was included in the opening deferred revenue balances.

4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of September 30, 2026 and December 31, 2025 consist of the following:

5. Fair Value Measurements

The Company values its available-for-sale securities and certain liabilities based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a fair value hierarchy that prioritizes observable and unobservable inputs is used to measure fair value into three broad levels, which are described below:

Level 1 – Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in inactive markets or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data.

Level 3 – Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs to the extent possible. In addition, the Company considers counterparty credit risk in its assessment of fair value.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following is a description of the valuation methodologies used for certain assets and liabilities measured at fair value, which are not considered Level 1 items.

Corporate bonds – Valued at the closing price reported on the active market on which the individual securities, all of which have counterparts with high credit ratings, are traded.

Commercial paper – Value is based on yields currently available on comparable securities of issuers with similar credit ratings.

Money market funds – Valued at the net asset value (“NAV”) of units of a collective fund. The NAV is used as a practical expedient to estimate fair value. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The contractual maturities of investments classified as marketable securities are as follows:

The following tables represent the amortized cost, gross unrealized gains and losses, and fair market value of the Company’s marketable securities by significant investment category in addition to their fair value level at September 30, 2026 and December 31, 2025.

(a)Money market funds that were measured at NAV per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the condensed consolidated balance sheets.

Of the total marketable securities held at fair value as of September 30, 2026, $49 were in a continuous unrealized loss position for 12 months or longer. The Company hadno continuous unrealized loss positions in relation to marketable securities as of September 30, 2026 or December 31, 2025 that were as a result of credit deterioration. For the periods presented the Company does not intend to nor will it be required to sell any securities before recovery of their amortized cost bases.

For certain other financial instruments, including accounts receivable, accounts payable, accrued liabilities, as well as other current liabilities, the carrying amounts approximate the fair value of such instruments due to the short maturity of these balances.

6. Property and Equipment, net

Property and equipment as of September 30, 2026 and December 31, 2025 consist of the following:

Depreciation and amortization expense related to property and equipment for the three months ended September 30, 2026 and 2025 was $6,714 and $6,387, respectively, and $19,980 and $17,529 for the nine months ended September 30, 2026 and 2025, respectively.

During the three months ended September 30, 2026 and 2025, $2,649 and $1,685, respectively, were capitalized in connection with internally developed software inclusive of $206 and $250 of equity-based compensation, respectively. During the nine months ended September 30, 2026 and 2025, $7,260 and $4,027, respectively, were capitalized in connection with internally developed software inclusive of $737 and $572 of equity-based compensation, respectively.

Amortization expense on internally developed software was $2,680 and $3,408 for the three months ended September 30, 2026 and 2025, respectively, and $8,101 and $9,870 for the nine months ended September 30, 2026 and 2025, respectively.

During the three and nine months ended September 30, 2026 and 2025, the Company recognizedno impairment charges related to its property and equipment, net.

Purchases of property and equipment with unpaid costs in accounts payable and accrued liabilities as of September 30, 2026 were $322 and $1,071, respectively, and $1,303 and $108 as of September 30, 2025, respectively.

7. Leases

Cash paid for amounts included in the measurement of operating lease liabilities for the three months ended September 30, 2026 and 2025 was $3,510 and $3,511, respectively, and $10,533 and $12,318 for the nine months ended September 30, 2026 and 2025, respectively. The Company had $445 sublease income for both the three months ended September 30, 2026 and 2025, and $1,333 sublease income for both the nine months ended September 30, 2026 and 2025.

8. Intangible Assets, net

See below for Intangible assets, net as of September 30, 2026 and December 31, 2025:

Amortization expense on intangible assets for the three months ended September 30, 2026 and 2025 was $100 and $1,037, respectively, and $325 and $3,195 for the nine months ended September 30, 2026 and 2025, respectively. The Company didnot recognize any impairment charges on intangible assets, net for any periods presented.

9. Restricted Cash

As of September 30, 2026 and December 31, 2025, the Company maintained bank deposits of $0 and $2,764, 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. During the three months ended September 30, 2026, these commitments were transferred to the Company’s revolving credit facility. See Note 18 for further information on the Company’s credit agreement.

10. Other Assets

Other assets consist of the following as of September 30, 2026 and December 31, 2025:

During the three and nine months ended September 30, 2026, there wereno fair value adjustments recorded by the Company in relation to its strategic investment. During the nine months ended September 30, 2025, the Company recorded an impairment of $4.7 million in relation to its strategic investment due to a fair value adjustment.

11. Accrued Liabilities and Other Long Term Liabilities

Accrued liabilities consist of the following as of September 30, 2026 and December 31, 2025:

The Company’s accrued partnership liabilities primarily relate to its obligation to fund a portion of merchant credit card benefits. The Company expects to settle a portion of these liabilities within the next twelve months and the remainder thereafter.

Other long term liabilities consist of the following as of September 30, 2026 and December 31, 2025:

12. Stockholders’ Equity

Common Stock

The Company has issued 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

The Company's treasury stock consists of shares repurchased under the Company’s share repurchase program that are not retired by the Company’s board of directors (the “Board”). 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 nine months ended September 30, 2026, the Company repurchased and retired 3,739,173 shares of its Class A Common Stock for $172,185 at an average price of $46.05. As of September 30, 2026, $79,397 remained available under the repurchase authorization.

Special and Quarterly 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 nine months ended September 30, 2026 and 2025:

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.

Non-Controlling Interest

The non-controlling interest balance represents the economic interest in Alclear held by our founder, Caryn Seidman Becker (the “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 of Class A Common Stock or B Common Stock, Alclear issues a proportionate number of Alclear Units in conjunction with the terms of the Company’s reorganization. On July 2, 2026, pursuant to the sunset provisions described in the Company’s prospectus and set forth in the Company’s Fourth Amended and Restated Certificate of Incorporation,151,787 shares of Class B Common Stock and 18,380,246 shares of Class D Common Stock automatically converted on aone-for-one basis into Class A Common Stock and Class C Common Stock, respectively. Following the automatic conversion, there were no outstanding shares of Class B Common Stock and Class D Common Stock.

During the nine months ended September 30, 2026, the Company issued 3,448,152 shares of Class A Common Stock in connection with exchanges of Class C Common Stock or Class D Common Stock, including those issued in connection with the conversion of Class B Common Stock.

The non-controlling interest ownership percentage declined from 26.18% as of December 31, 2025 to 24.21% as of September 30, 2026.

13. 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 Company’s 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 2026, 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 2026.

Restricted Stock Units

RSUs are subject to both service-based and, in some cases, performance-based vesting conditions. RSUs will vest on a specified date, provided the applicable service (generally three years) and, if applicable, when certain performance conditions are probable of satisfaction. The RSUs with performance-based vesting conditions are generally subject to long-term bookings and liquidity performance hurdles. The Company measures the fair value of RSUs at the grant date and recognizes compensation expense over the requisite service period on a straight-line basis. For awards with performance-based vesting conditions, compensation expense is recognized only if achievement of the applicable performance conditions is probable.

The following is a summary of activity related to the RSUs associated with compensation arrangements during the nine months ended September 30, 2026:

The following is a schedule of the expected vesting period for unvested RSUs as of September 30, 2026:

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

The total fair value of RSUs vested during the nine months ended September 30, 2026 was $60,031. As of September 30, 2026, estimated unrecognized expense for RSUs that are probable of vesting was $111,273 with such expense to be recognized over a weighted-average period of approximately 2.19 years.

Founder PSUs

During June 2021, the Company established a long-term incentive compensation plan for our co-founders, Caryn Seidman Becker and Kenneth Cornick, which consists of performance restricted stock-unit awards (the “Founder PSUs”), that 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 were 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 were 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. In June 2026, the first stock price hurdle was achieved and 1,402,871 Founder PSUs vested at a fair market value of $77,396. As a result,959,396 shares were issued, net of 443,475 shares withheld to satisfy employee tax withholding obligations, as applicable. In July 2026, an additional 133,286 Founder PSUs vested on a pro-rated basis pursuant to the straight-line interpolation provisions of the awards, as the Company’s stock price exceeded the first price hurdle but did not fully achieve the second price hurdle. The vested Founder PSUs were settled through the issuance of 91,151 shares of Class A Common Stock, net of 42,135 shares withheld to satisfy applicable tax withholding obligations. By their terms, all unvested Founder PSUs remaining after the final vesting on July 2, 2026 were forfeited on the same date.

The Company recorded the expense related to the Founder PSU awards within general and administrative in the condensed statements of operations, and as of December 31, 2025, there wasno unrecognized expense remaining for Founder PSUs.

Below is a summary of total compensation expense recorded in relation to the Company’s incentive plans within the condensed consolidated statements of operations: