you-20260331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission file number 001-40568

CLEAR SECURE, INC.

(Exact name of registrant as specified in its charter)


Delaware									86-2643981
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
85 10th Avenue, 9th Floor, New York, NY									10011
(Address of Principal Executive Offices)									(Zip Code)

(646) 723-1404

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.00001 per share	YOU	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The registrant had the following outstanding shares of common stock as of May 1, 2026:


Class A Common Stock par value $0.00001 per share (the “Class A Common Stock”)			100,612,468
Class B Common Stock par value $0.00001 per share (the “Class B Common Stock”)			151,787
Class C Common Stock par value $0.00001 per share (the “Class C Common Stock”)			14,246,787
Class D Common Stock par value $0.00001 per share (the “Class D Common Stock”)			18,630,246

Table of Contents


		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Statements of Changes in Stockholders' Equity	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	34
Item 6.	Exhibits	35
Signatures		36

Table of Contents

CLEAR SECURE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(dollars in thousands, except share and per share data)


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	170,675	$	85,734
Marketable securities	629,401		614,439
Accounts receivable	1,062		1,925
Prepaid revenue share fee	28,629		29,679
Prepaid expenses and other current assets	35,088		32,837
Total current assets	864,855		764,614
Property and equipment, net	57,862		59,331
Right of use asset, net	98,803		100,048
Intangible assets, net	2,641		2,753
Goodwill	62,684		62,684
Restricted cash	2,851		2,764
Other assets	332,492		311,198
Total assets	$	1,422,188	$	1,303,392
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	6,469	$	7,156
Accrued liabilities	298,606		236,543
Deferred revenue	554,894		516,201
Total current liabilities	859,969		759,900
Other long term liabilities	348,585		339,107
Total liabilities	1,208,554		1,099,007
Commitments and contingencies (Note 16)
Class A Common Stock, $0.00001 par value - 1,000,000,000 shares authorized; 100,499,743 and 100,497,622 shares issued and outstanding, respectively, as of March 31, 2026 and 97,988,039 and 97,986,631 shares issued and outstanding as of December 31, 2025, respectively	1		1
Class B Common Stock, $0.00001 par value - 100,000,000 shares authorized; 151,787 shares issued and outstanding as of March 31, 2026 and 351,787 shares issued and outstanding as of December 31, 2025	—		—
Class C Common Stock, $0.00001 par value - 200,000,000 shares authorized; 14,266,787 shares issued and outstanding as of March 31, 2026 and 15,745,891 shares issued and outstanding as of December 31, 2025	—		—
Class D Common Stock, $0.00001 par value - 100,000,000 shares authorized; 18,630,246 shares issued and outstanding as of March 31, 2026 and 19,130,246 shares issued and outstanding as of December 31, 2025	—		—
Accumulated other comprehensive income	(315)		840
Treasury stock at cost, 0 shares as of March 31, 2026 and December 31, 2025	—		—
Retained earnings	123,417		119,791
Additional paid-in capital	62,245		57,102
Total stockholders’ equity attributable to Clear Secure, Inc.	185,348		177,734
Non-controlling interest	28,286		26,651
Total stockholders’ equity	213,634		204,385
Total liabilities and stockholders’ equity	$	1,422,188	$	1,303,392

See notes to condensed consolidated financial statements

Table of Contents

CLEAR SECURE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(dollars in thousands, except share and per share data)


	Three months ended March 31,
	2026		2025
Revenue	$	253,003	$	211,368

Operating expenses:
Cost of revenue share fee	36,878		29,567
Cost of direct salaries and benefits	48,252		50,742
Research and development	19,451		18,999
Sales and marketing	15,954		13,386
General and administrative	63,637		54,738
Depreciation and amortization	6,830		6,532
Operating income	62,001		37,404

Other income (expense):
Interest income, net	6,761		6,153
Other income, net	1,983		448
Income before tax	70,745		44,005
Income tax expense	(14,361)		(5,422)
Net income	56,384		38,583
Less: net income attributable to non-controlling interests	17,589		13,178
Net income attributable to Clear Secure, Inc.	$	38,795	$	25,405

Net income per share of Class A Common Stock and Class B Common Stock (Note 14)
Net income per common share basic, Class A	$	0.39	$	0.26
Net income per common share basic, Class B	$	0.39	$	0.26
Net income per common share diluted, Class A	$	0.38	$	0.26
Net income per common share diluted, Class B	$	0.38	$	0.26
Weighted-average shares of Class A Common Stock outstanding, basic	99,206,588		95,323,648
Weighted-average shares of Class B Common Stock outstanding, basic	307,343		677,234
Weighted-average shares of Class A Common Stock outstanding, diluted	101,047,591		96,840,018
Weighted-average shares of Class B Common Stock outstanding, diluted	307,343		677,234

See notes to condensed consolidated financial statements

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CLEAR SECURE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(dollars in thousands)


	Three months ended March 31,
	2026		2025
Net income	$	56,384	$	38,583
Other comprehensive income (loss)
Currency translation	7		(21)
Unrealized gain (loss) on fair value of marketable securities	(1,557)		275
Total other comprehensive income (loss)	(1,550)		254
Comprehensive income	54,834		38,837
Less: comprehensive income attributable to non-controlling interests	17,194		13,253
Comprehensive income attributable to Clear Secure, Inc.	$	37,640	$	25,584

See notes to condensed consolidated financial statements

Table of Contents

CLEAR SECURE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

(dollars in thousands, except share data)

Table of Contents


	Class A			Class B			Class C			Class D			Additional paid in capital		Accumulated other comprehensive income		Treasury Stock			Retained earnings		Total stockholders’ equity attributable to Clear Secure, Inc.		Non-controlling Interest		Total stockholders’ equity
	Number of shares	Amount		Number of Shares	Amount		Number of Shares	Amount		Number of Shares	Amount						Number of Shares	Amount
Balance, January 1, 2026	97,986,631	$	1	351,787	$	—	15,745,891	$	—	19,130,246	$	—	$	57,102	$	840	—	$	—	$	119,791	$	177,734	$	26,651	204,385
Net income	—	—		—	—		—	—		—	—		—		—		—	—		38,795		38,795		17,589		56,384
Other comprehensive income	—	—		—	—		—	—		—	—		—		(1,155)		—	—		—		(1,155)		(395)		(1,550)
Equity-based compensation expense, net of forfeitures	—	—		—	—		—	—		—	—		8,628		—		—	—		—		8,628		2,939		11,567
Net share settlements of stock-based awards	371,788	—		—	—		—	—		—	—		(9,371)		—		—	—		—		(9,371)		(3,874)		(13,245)
Distribution to members	—	—		—	—		—	—		—	—		—		—		—	—		—		—		(4,948)		(4,948)
Tax distribution to members	—	—		—	—		—	—		—	—		—		—		—	—		—		—		(6,708)		(6,708)
Exchange of shares	2,179,104	—		(200,000)	—		(1,479,104)	—		(500,000)	—		2,708		—		—	—		—		2,708		(2,708)		—
Dividends	—	—		—	—			—		—	—		—		—		—	—		(15,064)		(15,064)		—		(15,064)
Special Dividends	—	—		—	—		—	—		—	—		—		—		—	—		(20,105)		(20,105)				(20,105)
Tax Receivable Agreement and related changes to deferred tax assets associated with adjustments in tax basis	—	—		—	—		—	—		—	—		4,156		—		—	—		—		4,156				4,156
Repurchase and retirement of Class A Common Stock	(39,901)	—		—	—		—	—		—	—		(978)		—		—	—		—		(978)		(260)		(1,238)
Balance, March 31, 2026	100,497,622	$	1	151,787	$	—	14,266,787	$	—	18,630,246	$	—	$	62,245	$	(315)	—	$	—	$	123,417	$	185,348	$	28,286	$	213,634

Balance, January 1, 2025	96,794,826	$	1	677,234	$	—	15,287,620	$	—	24,896,690	$	—	$	114,231	$	343	—	$	—

SEC Form 10-Q filed by Clear Secure Inc.