What the changes say
- Clear Secure highlights new risks concerning M&A integration hurdles, third-party intellectual property licensing, and the Inflation Reduction Act excise tax on share buybacks.
What changed since the prior 10-K
New
- NewRisks Related to Our Business, Brand and Operations
We have in the past and may in the future seek to acquire or invest in businesses, products or technologies that we believe could complement or expand our current platform, enhance our technical capabilities or otherwise offer growth opportunities
We have limited experience acquiring businesses and may face challenges integrating targets, consuming capital, and diverting management attention.
- NewRisks Related to Information Technology and Intellectual Property
licenses from third parties so as to avoid infringement of those parties’ intellectual property rights. These licenses may not be available at all or may only be available on terms that are not commercially reasonable
We may face third-party intellectual property infringement claims requiring costly licenses, product redesigns, or damages.
- NewRisks Related to Our Corporate Structure
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, and we have no obligation to repurchase any amount of our Class A Common Stock under the repurchase program
The Inflation Reduction Act imposes a 1% excise tax on net share repurchases, which may increase our costs or reduce buybacks.
Dropped
- DroppedRisks Related to Our Business, Brand and Operations
that are considered valuable to our CLEAR Plus Members. Failure to do so could adversely affect our business, results of operations and financial condition
- DroppedRisks Related to Our Business, Brand and Operations
existing Members, including Active CLEAR Plus Members, or increase the utilization of our platform, our business, results of operations and financial condition would be materially and adversely affected” above
Failure to introduce valuable use cases for CLEAR Plus Members.
- DroppedRisks Related to Our Business, Brand and Operations
We also face competition from solutions that could be developed in-house by our existing and future partners, and by governmental agencies, which could result in lost revenues and otherwise have a material adverse effect on our business, results of operations and financial condition
- DroppedRisks Related to Our Business, Brand and Operations
Future acquisitions, strategic investments, partnerships or alliances could be difficult to identify and integrate, divert the attention of key management personnel, disrupt our business, dilute stockholder value and harm our results of operations and financial condition
Loss of partner trust or unsatisfactory platform experience.
- DroppedRisks Related to Our Business, Brand and Operations
or risk losing Members or partners. In the event we experience significant disruptions, we may be unable to repair our systems in an efficient and timely manner which could have a material adverse effect on our business, financial condition and operating results
- DroppedRisks Related to Our Business, Brand and Operations
Our marketing efforts to help grow our business may not be effective
- DroppedRisks Related to Our Business, Brand and Operations
If we cannot maintain our corporate culture as we grow, our business may be harmed
Competition from in-house partner solutions and governmental agencies.
- DroppedRisks Related to Information Technology and Intellectual Property
We rely on third-party technology and information systems to help complete critical business functions. If that technology is subject to a security breach or fails to adequately serve our needs, and we cannot find alternatives, it may negatively impact our business, financial condition and results of operations
- DroppedRisks Related to Our Financial Results
Prior to our 2023 fiscal year, we had not been profitable since our relaunch in 2010, and we recorded a net loss of approximately $115.4 million, $115.1 million and $9.3 million for the years ended December 31, 2022, 2021 and 2020, respectively
- DroppedRisks Related to Ownership of Our Class A Common Stock
We have incurred and will continue to incur substantial stock-based compensation expense related to the Founder PSUs, which may have an adverse effect on our financial condition and results of operations and may result in substantial dilution
- DroppedRisks Related to Ownership of Our Class A Common Stock
We have recorded, and will continue to record, substantial stock-compensation expense for the Founder PSUs. The aggregate grant date fair value of the Founder PSUs is estimated to be approximately $66.3 million, which will be recognized as compensation expense over a number of years following the closing of our IPO
Reworded
- 100% rewrittenRisks Related to Our Financial Results
We may not be able to sustain profitability in the future and have incurred, and expect to continue to incur, increased expenses as we continue to invest in growth
Updated to note that we have incurred net losses in the past and expect ongoing expense increases as we optimize and grow.
Was: We may not be able to achieve or sustain profitability in the future and have incurred, and expect to continue to incur, increased expenses as we continue to invest in growth
- 84% rewrittenRisks Related to Our Business, Brand and Operations
If we fail to add new and retain existing Members, including Active CLEAR+ Members, or increase the utilization of our platform, our business, results of operations and financial condition would be materially and adversely affected
Changed references from CLEAR Plus to CLEAR+ in describing our consumer aviation subscription service.
Was: If we fail to add new and retain existing Members, including Active CLEAR Plus Members,or increase the utilization of our platform, our business, results of operations and financial condition would be materially and adversely affected
- 69% rewrittenRisks Related to Our Business, Brand and Operations
We operate in a highly competitive market, and we may be unable to compete successfully against existing and future competitors
Expanded competitive landscape wording to note that tech platforms and credit card companies may have already developed competing platforms.
- 63% rewrittenRisks Related to Our Business, Brand and Operations
If we fail to add new or retain existing partners, or profit from partner relationships, our business, results of operations and financial condition could be materially and adversely affected
Added a direct cross-reference link to risk 0 regarding member growth and retention.
- 59% rewrittenRisks Related to Our Corporate Structure
The timing and amount of any repurchases under our stock repurchase program are subject to a number of uncertainties
Updated remaining repurchase authorization amount to $126.5 million as of December 31, 2025.
- 53% rewrittenRisks Related to Information Technology and Intellectual Property
If our future products incorporate technologies that infringe the proprietary rights of third parties, and we do not secure licenses from them, we could be liable for substantial damages
Modified heading to explicitly warn about liability for substantial damages if future products infringe third-party proprietary rights without licenses.
- 41% rewrittenRisks Related to Our Corporate Structure
We are controlled by Caryn Seidman Becker, our co-founder, whose interests in our business may be different than yours
Updated voting power control figures to specify Caryn Seidman Becker controls 77.4% as of December 31, 2025.
Was: We are controlled by the Founder Post-IPO Members, whose interests in our business may be different than yours
- 32% rewrittenRisks Related to Information Technology and Intellectual Property
There may be breaches of our information technology systems that subject us to significant reputational, financial, legal and operational consequences or materially damage Member and partner relationships
Retained standard PII data security risk phrasing regarding our handling of sensitive personal and biometric information.
- 30% rewrittenRisks Related to Our Business, Brand and Operations
We have limited experience operating outside the United States and any future international expansion strategy will subject us to additional costs and risks and our plans may not be successful
- 28% rewrittenRisks Related to Our Business, Brand and Operations
Any decline or disruption in the travel industry or general economic downturn could materially adversely affect our business, results of operations and financial condition
- 26% rewrittenRisks Related to Our Business, Brand and Operations
Our platform is highly complex, and any errors, systems failures or our failure to successfully implement upgrades and new technology could materially adversely affect our business, results of operations and financial condition
- 22% rewrittenRisks Related to Our Business, Brand and Operations
Our business may be vulnerable to the adverse effects of climate change, which may negatively impact our operations
All 50 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business, Brand and Operations
- 01If we fail to add new and retain existing Members, including Active CLEAR+ Members, or increase the utilization of our platform, our business, results of operations and financial condition would be materially and adversely affected84% rewritten
- 02If we fail to add new or retain existing partners, or profit from partner relationships, our business, results of operations and financial condition could be materially and adversely affected63% rewritten
- 03If we are not able to meet stakeholder expectations or to maintain the value and reputation of our brand, our business and financial results may be harmed
- 04We operate in a highly competitive market, and we may be unable to compete successfully against existing and future competitors69% rewritten
- 05Increased adoption of new technological solutions and services, including third-party identity verification and credential authentication solutions, at locations where we operate or may operate in the future could impact our business
- 06Public confidence in, and acceptance of, identity platforms and biometrics generally, and our platform specifically, will be a key factor in our business’s continued growth
- 07Our metrics and estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm our reputation and negatively affect our business
- 08We might not implement successful strategies to increase the adoption of our platform or expand into new verticals, which would limit our growth
- 09Our commercial agreements and strategic alliances, as well as potential indemnification obligations, expose us to risk
- 10Portions of our business and results of operations depend upon concessionaire agreements
- 11Any decline or disruption in the travel industry or general economic downturn could materially adversely affect our business, results of operations and financial condition28% rewritten
- 12We may require additional capital to support business growth and objectives, and this capital might not be available to us on reasonable terms, if at all, and may result in stockholder dilution
- 13We have in the past and may in the future seek to acquire or invest in businesses, products or technologies that we believe could complement or expand our current platform, enhance our technical capabilities or otherwise offer growth opportunitiesNew
- 14Our business depends on retaining and attracting high-quality personnel, including certain key personnel, and continued or future attrition, or unsuccessful succession planning could adversely affect our business
- 15Our platform is highly complex, and any errors, systems failures or our failure to successfully implement upgrades and new technology could materially adversely affect our business, results of operations and financial condition26% rewritten
- 16Our business could be adversely impacted by changes in the Internet browsers and mobile device accessibility of Members
- 17We are subject to payment processing risk
- 18Our business may be vulnerable to the adverse effects of climate change, which may negatively impact our operations22% rewritten
- 19We have limited experience operating outside the United States and any future international expansion strategy will subject us to additional costs and risks and our plans may not be successful30% rewritten
Risks Related to Information Technology and Intellectual Property
- 20There may be breaches of our information technology systems that subject us to significant reputational, financial, legal and operational consequences or materially damage Member and partner relationships32% rewritten
- 21Failure to adequately protect our intellectual property, technology and confidential information could harm our business, competitive position, financial condition and results of operations
- 22If we are unable to effectively protect our intellectual property rights on a worldwide basis, we may not be successful in the international expansion of our business that we may pursue
- 23If our future products incorporate technologies that infringe the proprietary rights of third parties, and we do not secure licenses from them, we could be liable for substantial damages53% rewritten
- 24licenses from third parties so as to avoid infringement of those parties’ intellectual property rights. These licenses may not be available at all or may only be available on terms that are not commercially reasonableNew
Risks Related to Regulation and Litigation
- 25We must continue to meet the evolving standards set for our airport operations by governmental stakeholders
- 26We may be sued by third parties for alleged infringement, misappropriation or other violations of intellectual property and other proprietary rights
- 27The laws and regulations that we are subject to or may become subject to are constantly evolving
- 28As our industry evolves and we continue to expand our platform offerings, Member base and partnerships, we may become subject to additional laws and regulations, which may differ or conflict from one jurisdiction to another
- 29We may be subject to legal proceedings, regulatory disputes and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention and materially harm our business, financial condition and operating results
- 30The coverage afforded under our insurance policies may be inadequate for the needs of our business or our third-party insurers may be unable or unwilling to meet our coverage requirements, which could materially adversely affect our business, results of operations and financial condition
- 31Our use of “open source” software could adversely affect our ability to offer our services and subject us to possible litigation, and may increase our vulnerability to unauthorized access and cyberattacks
- 32Liability protections provided by the SAFETY Act may be limited
Risks Related to Our Financial Results
- 33We may not be able to sustain profitability in the future and have incurred, and expect to continue to incur, increased expenses as we continue to invest in growth100% rewritten
- 34If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected
- 35Our focus on delivering a safe, reliable, predictable and frictionless Member experience may not maximize short-term financial results, which may yield results that conflict with the market’s expectations and could result in our stock price being negatively affected
Risks Related to Our Corporate Structure
- 36We are a holding company and our principal asset is our equity interests in Alclear, and we are accordingly dependent upon distributions from Alclear to pay dividends, if any, and taxes, make payments under any Tax Receivable Agreement and cover other expenses, including our corporate and other overhead expenses
- 37We have in the past, and may or may not in the future, pay quarterly and special cash dividends to our stockholders, but our ability to do so may be limited by our holding company structure, contractual restrictions and other factors
- 38Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the CLEAR Post-IPO Members that will not benefit holders of our Class A Common Stock to the same extent that it will benefit the CLEAR Post-IPO Members
- 39We are controlled by Caryn Seidman Becker, our co-founder, whose interests in our business may be different than yours41% rewritten
- 40We will be required to pay the CLEAR Post-IPO Members for certain tax benefits we may claim, and the amounts we may pay could be significant
- 41absence of those transactions. Both the existing and anticipated tax basis adjustments are expected to reduce the amount of tax that we would otherwise be required to pay in the future
- 42Our Credit Agreement contains restrictions that limit our flexibility
- 43The timing and amount of any repurchases under our stock repurchase program are subject to a number of uncertainties59% rewritten
- 44volume, market conditions, and other general business considerations. The repurchase program has no expiration date and may be modified, suspended, or terminated at any time, and we have no obligation to repurchase any amount of our Class A Common Stock under the repurchase programNew
- 45The U.S. federal income tax treatment of distributions on our Class A Common Stock to a stockholder will depend upon our tax attributes and the stockholder’s tax basis in our stock, which are not necessarily predictable and can change over time
Risks Related to Ownership of Our Class A Common Stock
- 46Substantial future sales of shares of our Class A Common Stock in the public market could cause our stock price to fall
- 47If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired
- 48Provisions in our charter documents and certain rules imposed by regulatory authorities may delay or prevent our acquisition by a third-party
- 49Our stock price has been, and may in the future be, volatile, and your investment in our Common Stock could decline in value
- 50We may issue preferred securities, the terms of which could adversely affect the voting power or value of our Common Stock
Other Clear Secure 10-Ks
- FY2024 10-K risk factors58 risks
This company faces high concentration risk from CLEAR Plus airport operations, heavy reliance on government regulations and airport concessionaire agreements, and increasing competition in identity verification.
Filed Feb 26, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.