LendingClub (LC) CRO exercises RSUs, withholds 11,546 shares for taxes

Rhea-AI Filing Summary

LendingClub Corp Chief Risk Officer Annie Armstrong reported multiple equity transactions tied to restricted stock units (RSUs). On February 25, 2026, she exercised RSUs that converted into 21,619 shares of common stock at a stated price of $0.00 per share. In a related move, 11,546 common shares at $15.02 per share were withheld by the company to satisfy tax obligations upon RSU vesting, which the footnote clarifies does not represent a market sale. After these transactions, Armstrong directly owned 388,268 shares of LendingClub common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ARMSTRONG ANNIE

(Last) (First) (Middle)

C/O LENDINGCLUB CORPORATION

595 MARKET ST., #200

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LendingClub Corp [ LC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		M		7,749	A	$0(1)	385,944	D
Common Stock	02/25/2026		M		8,864	A	$0(1)	394,808	D
Common Stock	02/25/2026		M		5,006	A	$0(1)	399,814	D
Common Stock	02/25/2026		F		11,546(2)	D	$15.02	388,268	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (RSU)	$0(1)	02/25/2026		M			7,749	(3)	(4)	Common Stock	7,749	$0	0	D
Restricted Stock Unit (RSU)	$0(1)	02/25/2026		M			8,864	(5)	(4)	Common Stock	8,864	$0	35,459	D
Restricted Stock Unit (RSU)	$0(1)	02/25/2026		M			5,006	(6)	(4)	Common Stock	5,006	$0	40,046	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.

2. Does not represent a sale of shares. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.

3. The RSUs vested as to 8.33% of the total shares on May 25, 2023, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.

4. Not applicable.

5. The RSUs vested as to 8.33% of the total shares on May 25, 2024, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.

6. The RSUs vested as to 8.33% of the total shares on May 25, 2025, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.

	/s/ Bhavit Sheth, attorney-in-fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did LendingClub (LC) report for Annie Armstrong?

LendingClub reported that Chief Risk Officer Annie Armstrong exercised restricted stock units into 21,619 common shares, with 11,546 shares withheld to cover taxes. Following these equity transactions, she directly held 388,268 shares of LendingClub common stock.

How many LendingClub shares did Annie Armstrong acquire in the latest Form 4?

Annie Armstrong acquired 21,619 shares of LendingClub common stock through the exercise and vesting of restricted stock units. These RSUs converted at a stated price of $0.00 per share, reflecting equity compensation rather than an open-market purchase of stock.

Were any of Annie Armstrong’s LendingClub (LC) transactions open-market sales?

The filing states that 11,546 shares were withheld to cover tax obligations upon RSU vesting and explicitly notes this does not represent a sale. There is no indication of open-market buying or selling; activity reflects equity award vesting and tax withholding.

What is Annie Armstrong’s new LendingClub common stock holding after the Form 4?

After the reported RSU exercises and tax-withholding share disposition, Annie Armstrong directly owned 388,268 shares of LendingClub common stock. This amount reflects her updated direct beneficial ownership position following the February 25, 2026 transactions.

What do the RSU footnotes in LendingClub’s Form 4 for Annie Armstrong explain?

The footnotes explain that each RSU converts into one common share upon vesting and describe quarterly vesting at 8.33% of total shares starting on specified May 25 dates, contingent on continued service. They also clarify that withheld shares cover taxes and are not sales.