Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On June 23, 2026 (the "Effective Date"), Alclear Holdings, LLC (the "Borrower"), and certain other subsidiaries of the Borrower party thereto (the "Pledgors" and, together with the Borrower, the "Loan Parties"), entered into that certain Amendment No. 4 to its Credit Agreement (the "Amendment"), by and among the Loan Parties, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent") and issuing bank, which amends that certain Credit Agreement, dated as of March 31, 2020 (as amended, amended and restated, supplemented or otherwise modified prior to the Effective Date, the "Credit Agreement"), by and among the Borrower, the other Loan Parties party thereto, the lenders from time to time party thereto, the Administrative Agent and the other parties named therein.

On the Effective Date, the Loan Parties (i) reduced the lender commitments under the Credit Agreement from $100,000,000 to $50,000,0000, (ii) increased the letter of credit sublimit from $35,000,000 to $50,000,000, (iii) reduced the applicable margin under the Credit Agreement (x) from 2.50% per annum to 1.50% per annum in the case of term SOFR loans and (y) from 1.50% per annum to 0.50% per annum in the case of base rate loans and (iv) reduced the unused commitment fee from 0.35% per annum to 0.25% per annum. In addition, pursuant to the Amendment, the Borrower extended the maturity date of the Credit Agreement from June 28, 2026 to June 23, 2031.

The Amendment also deems certain existing letters of credit as issued under the revolving credit facility's letter of credit sublimit.

Other than as described above and certain other changes described in the Amendment, the loans under the Credit Agreement continue to have the same terms as provided under the Credit Agreement prior to the Effective Date.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.