Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 15, 2026, Clear Secure, Inc. (the "Company") entered into an agreement with Michael Barkin, the Company's President and a member of the Company's Board of Directors (the "Board"), pursuant to which Mr. Barkin will transition to an advisory role on October 15, 2026. In addition, effective October 15, 2026, Mr. Barkin will resign from the Board in accordance with his employment agreement. Mr. Barkin's resignation from the Board does not involve a disagreement on any matter relating to the Company's operations, policies or practices.

Mr. Barkin has been an impactful partner to CLEAR over the past seven years with significant contributions during pivotal moments of growth as well as oversight of key initiatives. In his CLEAR advisory role, Mr. Barkin will continue to support CLEAR's leadership and champion CLEAR's mission. The Company is grateful for Mr. Barkin's dedication and service to the Company.

Pursuant to the transition agreement, Mr. Barkin has agreed to remain in the advisory role until December 31, 2026, for an advisory fee of $300,000 per full month of service. The agreement contains customary representations and warranties, as well as confidentiality and intellectual property protection covenants and a general release of claims. The foregoing summary of the agreement is qualified by reference to the complete text of the Transition and Advisory Agreement dated September 15, 2026, a copy of which will be filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

In addition, on September 14, 2026, Kyle McLaughlin notified the Company of his intention to resign from his role as EVP, Aviation to pursue a new opportunity. Mr. McLaughlin's resignation does not involve a disagreement on any matter relating to the Company's operations, policies or practices. The Company is appreciative of Mr. McLaughlin's contributions during his tenure. Mr. McLaughlin's last day will be October 2, 2026. The Company has initiated a search for his successor.