LC Form 4: Annie Armstrong RSU Vesting and Tax Withholding Reported

Rhea-AI Filing Summary

Annie Armstrong, Chief Risk Officer of LendingClub Corporation (LC), reported transactions on Form 4 dated 08/25/2025 showing vesting and tax-withholding activity in restricted stock units (RSUs).

The filing shows three vesting events treated as acquisitions (transaction code M) converting RSUs into common stock: 7,749 shares, 8,865 shares and 5,006 shares, each at $0 per share because they represent vested RSUs. The issuer withheld 11,514 shares (transaction code F) to satisfy tax withholding at a price of $16.31 per share; after these transactions the filing reports 390,250 shares beneficially owned by Ms. Armstrong. Table II lists the RSU derivatives underlying those amounts with post-transaction derivative holdings reported as 15,498, 53,188 and 50,058 respectively.

Positive

• RSU vesting increases executive ownership, aligning the Chief Risk Officer's incentives with shareholders by converting deferred compensation into common stock.
• Tax withholding handled by issuer (11,514 shares withheld) indicates the withholding was administrative rather than an open-market disposition by the insider.

Negative

• Net shares reduced by withholding: 11,514 shares were withheld to cover taxes, lowering the incremental shares delivered to the reporting person.
• No information on overall dilution impact beyond the reported transactions is provided in this form, so broader dilution effects cannot be assessed from this filing alone.

Insights

Financial Analyst

TL;DR: Routine executive equity vesting with tax-withholding; no market-moving sale disclosed beyond withholding.

The Form 4 documents scheduled vesting of RSUs into common shares for the Chief Risk Officer, increasing direct beneficial ownership while the company withheld 11,514 shares to cover taxes at $16.31 per share. This is a common compensation-related equity event and does not indicate a discretionary sale of shares by the insider. Impact on share count is local and expected; it does not, by itself, signal a change in company fundamentals or a material change in insider intent.

Corporate Governance Expert

TL;DR: Vesting and withholding follow standard compensation and tax procedures; supports alignment with shareholder interests.

The disclosure shows RSU vesting according to pre-existing schedules and tax withholding by the issuer rather than an open-market sale. Continued vesting and retained ownership generally align the officer’s interests with shareholders. There is no indication of accelerated vesting, extraordinary grants, or unusual disposal patterns in this filing that would raise governance concerns.

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^*

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)
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		7,749	A	$0(1)	387,893	D
Common Stock	08/25/2025		M		8,865	A	$0(1)	396,758	D
Common Stock	08/25/2025		M		5,006	A	$0(1)	401,764	D
Common Stock	08/25/2025		F		11,514(2)	D	$16.31	390,250	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			7,749	(3)	(4)	Common Stock	7,749	$0	15,498	D
Restricted Stock Unit (RSU)	$0(1)	08/25/2025		M			8,865	(5)	(4)	Common Stock	8,865	$0	53,188	D
Restricted Stock Unit (RSU)	$0(1)	08/25/2025		M			5,006	(6)	(4)	Common Stock	5,006	$0	50,058	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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FAQ

What transactions did Annie Armstrong (LC) report on Form 4 filed 08/27/2025?

The filing reports RSU vesting events on 08/25/2025 converting to common stock (7,749; 8,865; 5,006 shares acquired) and 11,514 shares withheld to satisfy tax withholding at $16.31 per share.

How many shares does Annie Armstrong beneficially own after these transactions?

The Form 4 reports 390,250 shares beneficially owned following the reported transactions.

Were any open-market sales by the insider reported?

No open-market sale by the reporting person is reported; the 11,514-share disposition (code F) represents shares withheld by the issuer for tax withholding, not a market sale by the insider.

What do the RSU transactions mean for ownership and incentives?

Vesting RSUs convert deferred compensation into equity, which increases direct ownership and aligns the Chief Risk Officer's incentives with shareholders; withholding reduced the net delivered shares.

What vesting schedule details are disclosed in the filing?

The filing explains vesting occurred per a schedule: an initial 8.33% on May 25 of each grant year with an additional 8.33% vesting quarterly thereafter for the disclosed RSU grants.