LC Insider Filing: SVP Fergal Stack RSU Vesting and Tax Withholding Reported

Rhea-AI Filing Summary

Insider transactions at LendingClub (LC): This Form 4 reports multiple restricted stock unit (RSU) vestings for SVP and Corporate Controller Fergal Stack on 08/25/2025. Several RSUs were converted to common stock at $0 per unit, resulting in incremental beneficial ownership increases: 5,645; 3,117; and 1,907 shares in separate vesting events, and a separate entry shows 4,300 shares withheld by the issuer to satisfy tax withholding at $16.31 per share. After these transactions the reporting person beneficially owned between 248,110 and 253,134 shares across lines reported. The filing was signed by an attorney-in-fact on 08/27/2025.

Positive

• Transparent reporting of scheduled RSU vesting and tax withholding consistent with Section 16 requirements
• Beneficial ownership increased through vesting (total incremental shares reported: 10,669 non‑withheld shares)

Negative

• Issuer withheld 4,300 shares to cover tax obligations, reducing net shares delivered to the reporting person

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.

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

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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.
* 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 transactions did Fergal Stack report on the Form 4 for LendingClub (LC)?

The Form 4 reports RSU vestings on 08/25/2025 converting to common stock: 5,645; 3,117; and 1,907 shares, plus 4,300 shares withheld for taxes at $16.31 per share.

Do the reported RSU transactions represent open‑market sales by the insider?

No. The transactions are RSU vestings and a tax‑withholding by the issuer; they are not open‑market sales to third parties.

How did the tax withholding affect the number of shares received?

The issuer withheld 4,300 shares to satisfy tax withholding obligations, reducing the net shares delivered to the reporting person.

What vesting schedule details are provided in the filing?

Explanatory notes state RSUs vested 8.33% on May 25 of applicable years with an additional 8.33% vesting quarterly thereafter, subject to continued service.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by attorney‑in‑fact Bhavit Sheth on 08/27/2025 for the reporting person.