LendingClub SVP vests RSUs, withholds shares

LendingClub Corp executive Fergal Stack, SVP and Corporate Controller, reported the vesting and exercise of restricted stock units covering 10,669 shares of common stock on August 25, 2025.

Accepted by SEC EDGAR 08/27/2025 - 04:42 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

LendingClub Corp executive Fergal Stack, SVP and Corporate Controller, reported the vesting and exercise of restricted stock units covering 10,669 shares of common stock on August 25, 2025. Each RSU delivers one share of LendingClub common stock upon vesting.

In connection with this vesting, 4,300 shares of common stock were withheld by the company to cover tax withholding obligations at $16.31 per share, and do not represent a market sale. Following these transactions, Stack directly holds 248,834 shares of common stock and 49,066 RSUs.

Insights

Financial Analyst

TL;DR: Routine RSU vesting and tax-withholding, modest change in insider's share count without sale to third parties.

The filing documents standard employee equity compensation activity: multiple RSU vesting events converted to shares at $0 per unit, increasing beneficial ownership in stages, and the issuer withheld 4,300 shares to cover taxes at $16.31 per share. This is a non‑cash compensation settlement rather than an open‑market sale, so it does not represent a liquidity event by the insider. The incremental ownership changes are disclosed across both non‑derivative and derivative tables and reflect scheduled vesting terms described in the explanations.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting obligations; transactions appear consistent with company RSU plan vesting.

The Form 4 provides the required transparency for insiders by listing the vesting dates, amounts, and the tax‑withholding arrangement where shares were withheld (4,300 shares at $16.31). The explanatory footnotes clarify vesting schedules (initial 8.33% on May 25 of successive years with quarterly vesting thereafter). No indications of atypical timing, related‑party transfers, or exercises beyond scheduled vesting are present in the record.

Insider Trade Summary

10,669 shares exercised/converted

Exercise 7 txns

Insider Stack Fergal

Role SVP, Corporate Controller

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit (RSU)	5,645	$0.00	$0.00
Exercise	Restricted Stock Unit (RSU)	3,117	$0.00	$0.00
Exercise	Restricted Stock Unit (RSU)	1,907	$0.00	$0.00
Exercise	Common Stock	5,645	$0.00	$0.00
Exercise	Common Stock	3,117	$0.00	$0.00
Exercise	Common Stock	1,907	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,300	$16.31	$70K

Holdings After Transaction: Restricted Stock Unit (RSU) — 49,066 contracts (Direct); Common Stock — 248,834 shares (Direct)

Holdings Before and After: Restricted Stock Unit (RSU), 59,735 to 49,066 contracts (Direct); Common Stock, 242,465 to 248,834 shares (Direct)

Footnotes (6)

1. F1. 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. F2. 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. F3. 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. F4. Not applicable.
5. F5. 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. F6. 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.

Key Figures

RSUs vested and converted: 10,669 shares Shares withheld for taxes: 4,300 shares Tax withholding price: $16.31 per share +2 more

5 metrics

RSUs vested and converted 10,669 shares Total RSU-derived shares from derivative exercises on August 25, 2025

Shares withheld for taxes 4,300 shares Common shares withheld to cover tax obligations on RSU vesting

Tax withholding price $16.31 per share Per-share value used for the 4,300 shares withheld for taxes

Post-transaction common stock holding 248,834 shares Direct common stock held by Fergal Stack after reported transactions

Post-transaction RSU holding 49,066 units Direct restricted stock units held after the August 25, 2025 vesting

Key Terms

Restricted Stock Unit (RSU), tax withholding obligations, derivative security

3 terms

Restricted Stock Unit (RSU) financial

"Each restricted stock unit ("RSU") represents the contingent right to receive..."

A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.

tax withholding obligations financial

"Represents the number of shares withheld by the Issuer to cover tax withholding obligations..."

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did LendingClub (LC) report for Fergal Stack?

LendingClub reported that SVP Fergal Stack had 10,669 RSUs vest and convert into common stock on August 25, 2025. These restricted stock units each deliver one share of common stock when they vest, increasing his direct shareholdings.

How many LendingClub (LC) shares were withheld for taxes in this Form 4?

The company withheld 4,300 shares of LendingClub common stock to cover Fergal Stack’s tax obligations. According to the disclosure, this withholding is not a market sale but an in-kind payment of tax liabilities tied to the RSU vesting.

At what price were the withheld LendingClub (LC) shares valued?

The 4,300 shares withheld for taxes were valued at $16.31 per share. This per-share value is used solely to determine the tax-withholding amount associated with the RSU vesting, not to indicate a market trade price in this transaction.

How many LendingClub (LC) shares does Fergal Stack own after these transactions?

After the reported transactions, Fergal Stack directly holds 248,834 shares of LendingClub common stock. He also retains 49,066 RSUs, which represent additional contingent rights to receive common shares upon future vesting events, subject to continued service.

What are RSUs in the context of LendingClub (LC) executive compensation?

For LendingClub, each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock upon vesting. Vesting schedules, described as quarterly 8.33% increments, tie these awards to continued service by the executive over time.

Did the LendingClub (LC) Form 4 report any open-market sales by Fergal Stack?

No open-market sales were reported. The only disposition was 4,300 shares withheld by LendingClub to satisfy tax withholding obligations related to RSU vesting, which the disclosure explicitly states does not represent a sale of shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Stack Fergal

(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)
	SVP, Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		M		5,645	A	$0(1)	248,110	D
Common Stock	08/25/2025		M		3,117	A	$0(1)	251,227	D
Common Stock	08/25/2025		M		1,907	A	$0(1)	253,134	D
Common Stock	08/25/2025		F		4,300(2)	D	$16.31	248,834	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)	08/25/2025		M			5,645	(3)	(4)	Common Stock	5,645	$0	11,292	D
Restricted Stock Unit (RSU)	$0(1)	08/25/2025		M			3,117	(5)	(4)	Common Stock	3,117	$0	18,704	D
Restricted Stock Unit (RSU)	$0(1)	08/25/2025		M			1,907	(6)	(4)	Common Stock	1,907	$0	19,070	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	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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