LC Insider Filing: CEO Scott Sanborn Trims 0.4% Stake Under Trading Plan

Rhea-AI Filing Summary

LendingClub Corporation (LC) – Form 4 insider transaction

CEO & Director Scott Sanborn reported the sale of 5,250 shares of LendingClub common stock on 20 June 2025 at a weighted-average price of $11.1477 (individual trade range: $11.01-$11.38). The disposition was executed under a pre-arranged Rule 10b5-1 trading plan designed to diversify the executive’s holdings.

Following the transaction, Sanborn’s direct ownership stands at 1,293,675 shares. According to the footnote, the maximum shares that can be sold under the existing plan represent 4.1% of his total equity interest in the company, suggesting he retains a sizeable majority stake and ongoing alignment with shareholders.

No derivative securities were involved and no options were exercised. The filing indicates that the reporting person remains both a Director and the CEO. While insider sales can raise questions about executive sentiment, the modest size of this trade relative to the total holdings and the use of a 10b5-1 plan point to routine portfolio diversification rather than an abrupt shift in confidence.

Positive

• Transparent execution under Rule 10b5-1 reduces information-asymmetry risk and signals adherence to updated SEC guidelines.
• CEO retains 1.29 million shares, maintaining strong ownership alignment with shareholders.

Negative

• Insider sale by the CEO, even if small, can be perceived as a mild bearish signal for some investors.

Insights

Financial Analyst

TL;DR: Small 5,250-share 10b5-1 sale by CEO; negligible dilution, limited signal value.

The sale equates to roughly 0.4% of Sanborn’s post-transaction stake (5,250 ÷ 1,298,925 pre-sale est.), and an even smaller proportion of LendingClub’s ~109 million outstanding shares. Gross proceeds are near $59k, immaterial to corporate liquidity. Because the trade was pre-programmed under Rule 10b5-1, the informational content is muted; there is no indication of near-term operational weakness. From a valuation standpoint, insider-selling flags typically intensify when multiple executives unload significant percentages; this filing does not meet that threshold. Overall impact on share price or investor thesis is expected to be minimal.

Corporate Governance Specialist

TL;DR: Transparent 10b5-1 plan limits governance concerns; retention of 1.29 M shares keeps alignment.

Use of an affirmative-defense 10b5-1 plan complies with the December 2023 SEC amendments, enhancing transparency by disclosing plan adoption and aggregate limits (4.1% of holdings). The modest disposition helps Sanborn diversify while retaining a meaningful economic interest, reducing potential agency conflicts. No red flags such as clustered insider selling, option backdating, or undisclosed derivative positions are evident. Consequently, governance risk remains low, and the filing is largely procedural.

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).

X

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^*

Sanborn Scott

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		S(1)		5,250	D	$11.1477(2)	1,293,675	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

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan (the "Plan") to diversify the assets of the Reporting Person. As disclosed in, and as of the filing date of, the Issuer's Form 10-K for the period ending December 31, 2024, the maximum number of shares that can be sold under the Plan, inclusive of the reported transaction, represents 4.1% of the Reporting Person's equity interest in the Issuer.

2. This transaction was executed in multiple trades during the date at prices ranging from $11.01 to $11.38. The weighted-average price is reported above. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.

	/s/ Bhavit Sheth, attorney-in-fact	06/23/2025
	** 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

How many LendingClub (LC) shares did CEO Scott Sanborn sell?

He sold 5,250 shares of common stock on 20 June 2025.

At what price were the LC shares sold?

The weighted-average sale price was $11.1477 with a range of $11.01-$11.38.

What percentage of Scott Sanborn's holdings could be sold under the 10b5-1 plan?

The plan allows sales of up to 4.1% of his equity interest in LendingClub.

How many LC shares does the CEO still own after the sale?

He beneficially owns 1,293,675 shares following the reported transaction.

Was the transaction part of a pre-arranged trading plan?

Yes, the sale was conducted under a Rule 10b5-1 trading plan for diversification purposes.