Executive Stock Sale
Clear Secure Executive Completes Routine Stock Sale Under Pre-Arranged Trading Plan
Anonymous
Key Points
1
Clear Secure disclosed that, on September 1, 2026, its chief accounting officer’s 10,969 RSUs vested and were settled into Class A shares, with 3,955 shares withheld specifically to satisfy tax obligations.
2
Clear Secure also disclosed that an open-market sale of 2,104 Class A shares occurred on September 3, 2026, under the company’s pre-arranged Rule 10b5-1 trading plan (described in the filing as automatically effected).
3
In its Rule 144 filings, the company (via the form instructions it includes) highlights that the disclosure must cover not only the account holder identified, but also “all other persons included” under Rule 144’s definition of “person,” and must aggregate sales required to be grouped under Rule 144(e).
4
The Rule 144 material further emphasizes that if securities were acquired with non-cash consideration (e.g., notes or installments), the filing must explain the type of consideration and when it was fully paid or last installment discharged.
5
The Form 4 language in the filings underscores that the transactions “reflect the issuance of shares following the vesting of restricted stock units,” reinforcing that the share deliveries were tied to vesting rather than purchases.
Clear Secure's chief accounting officer Dennis W. Liu sold 2,104 shares of Class A stock on September 3, 2026, for a total of $93,564, according to Investing.com. The sale followed routine RSU vesting on September 1, when 10,969 restricted stock units converted into shares, with 3,955 shares automatically withheld to cover Liu's tax bill.
RSU Vesting Triggered Automatic Tax Withholding
On September 1, 2026, Liu's 10,969 RSUs vested and converted into Class A shares at Clear Secure. The company automatically withheld 3,955 shares to satisfy Liu's tax obligations on the vesting event. This is standard practice when restricted stock units vest—employers hold back shares to pay the executive's income taxes owed on the grant value.
Pre-Arranged Trading Plan Governed the Stock Sale
Liu's stock sale on September 3 occurred under a pre-arranged Rule 10b5-1 trading plan, which allows insiders to schedule stock sales in advance for compliance and transparency. Under this plan, transactions are automatically executed according to a set schedule, removing discretionary timing decisions. The 2,104-share sale at $44.47 per share totaled $93,564 and followed Liu's RSU vesting just two days prior.
Filings Show Routine Executive Stock Activity
Clear Secure's Form 4 and Rule 144 filings emphasize that Liu's transactions reflect standard vesting and tax withholding rather than discretionary stock purchases. The filings require disclosure of all persons whose accounts are involved and must aggregate all sales subject to Rule 144 limits. If securities were acquired with non-cash consideration, the filing must explain when payment was completed or the final installment was due.
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