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.

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 revenue and cash-basis earnings performance hurdles. The Company determines the fair value of each RSU based on the grant date and records the expense over the vesting period or requisite service period on a straight-line basis and for performance-based vesting awards, whether they are probable or not.

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


	RSU’s	Weighted- Average Grant-Date Fair Value
Unvested balance as of January 1, 2026	4,357,412	$	23.31
Granted	1,809,438	45.40
Vested	(1,025,492)	22.76
Forfeited	(752,980)	26.50
Unvested balance as of June 30, 2026	4,388,378	$	32.01

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


			Unvested RSU’s
Expected to vest within 1 year			1,769,211
Expected to vest between 1 to 2 years			1,743,574
Expected to vest between 2 to 3 years			875,593
Unvested balance as of June 30, 2026			4,388,378


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Cost of direct salaries and benefits	$	162	$	97	$	254	$	234
Research and development	2,432		3,259		5,777		6,356
Sales and marketing	303		272		517		412
General and administrative	8,191		5,645		15,851		9,073
Total	$	11,088	$	9,273	$	22,399	$	16,075

The total fair value of RSUs vested during the six months ended June 30, 2026 was $47,307. As of June 30, 2026, estimated unrecognized expense for RSUs that are probable of vesting was $118,205 with such expense to be recognized over a weighted-average period of approximately 2.32 years.

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 will be 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 are estimated to vest over a five 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 will be 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. The Company recorded the expense related to these awards within general and administrative in the condensed statements of operations, and as of December 31, 2025, there was no unrecognized expense remaining for Founder PSUs.


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Cost of direct salaries and benefits	$	162	$	97	$	254	$	234
Research and development	2,432		3,259		5,777		6,356
Sales and marketing	303		272		517		412
General and administrative	8,191		6,664		15,851		11,089
Total	$	11,088	$	10,292	$	22,399	$	18,091