LC Insider Filing: Cheng Jordan Reports RSU Vesting and Tax Withholding

Rhea-AI Filing Summary

Insider activity at LendingClub (LC): This Form 4 filed for reporting person Cheng Jordan (General Counsel & Secretary) shows multiple restricted stock units (RSUs) that vested on 08/25/2025 and related tax-withholding. A series of RSU vestings were reported as acquisitions (code M) totaling 12,121 RSUs added across three grants and reflected as increases in beneficial ownership. The filer also reported a disposition of 5,547 shares (code F) at $16.31 representing shares withheld by the issuer to cover tax obligations from vesting. After these transactions the filer reports beneficial ownership totals of 99,711 and 105,258 shares on different lines, and derivative RSU holdings converting to common stock are listed with post-transaction amounts of 5,779, 34,368, and 35,041 shares respectively. The form is signed by an attorney-in-fact on 08/27/2025.

Positive

• Equity alignment maintained: Scheduled RSU vesting demonstrates continued alignment of a senior officer with shareholder interests through equity compensation.
• Transparent reporting: Form 4 discloses vesting dates, amounts, and tax-withholding details, providing clear transparency on insider holdings.

Negative

• Share withholding occurred: The issuer withheld 5,547 shares to cover tax obligations, which reduced the number of newly issued shares delivered to the reporting person.
• No open-market purchases reported: All increases in beneficial ownership resulted from vesting (non-market acquisitions), offering limited signal about insider buying conviction.

Insights

Corporate Governance Expert

TL;DR: Insider RSU vesting and tax withholding are routine compensation events; they modestly change reported holdings without indicating a change in control.

The filing documents standard equity compensation vesting for a senior officer. Multiple RSU grants vested on 08/25/2025 and were reported as acquisitions under Code M, while the issuer withheld 5,547 shares to satisfy tax withholding, recorded as a disposition under Code F at $16.31 per share. These entries align with scheduled vesting schedules noted in the explanations and reflect compensation realization rather than open-market sales. For governance, this demonstrates management receiving equity-based pay and does not by itself signal a change in commitment or control. All details presented are limited to vesting mechanics and withholding actions explicitly stated in the Form 4.

Securities Analyst

TL;DR: The transactions increase disclosed beneficial ownership via vested RSUs while showing issuer withholding of shares for taxes—neutral for immediate market impact.

The report lists vested RSUs converted into common shares (totaling 12,121 RSUs across three grant lines) and shows the issuer withheld 5,547 shares to cover taxes at an implied withholding disposition price of $16.31. Post-transaction beneficial ownership figures are provided for each line, and derivative RSU-to-share conversions are itemized with resulting share counts. These are non-cash compensation realizations and withholding mechanics; there is no open-market sale or purchase reported that would directly affect liquidity or signal active trading by the reporting person.

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^*

Cheng Jordan

(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)
	General Counsel & Secretary

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		2,889	A	$0(1)	96,026	D
Common Stock	08/25/2025		M		5,728	A	$0(1)	101,754	D
Common Stock	08/25/2025		M		3,504	A	$0(1)	105,258	D
Common Stock	08/25/2025		F		5,547(2)	D	$16.31	99,711	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			2,889	(3)	(4)	Common Stock	2,889	$0	5,779	D
Restricted Stock Unit (RSU)	$0(1)	08/25/2025		M			5,728	(5)	(4)	Common Stock	5,728	$0	34,368	D
Restricted Stock Unit (RSU)	$0(1)	08/25/2025		M			3,504	(6)	(4)	Common Stock	3,504	$0	35,041	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.
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FAQ

What RSU transactions did Cheng Jordan report on Form 4 for LendingClub (LC)?

The Form 4 reports RSU vestings on 08/25/2025 totaling 12,121 RSUs across three grant lines, reported under Code M as acquisitions.

Why were 5,547 shares disposed of at $16.31 in the filing?

Those 5,547 shares were withheld by the issuer to satisfy tax withholding obligations in connection with RSU vesting; the filing notes this is not an open-market sale.

How many shares does the filing show after the transactions?

The filing lists various post-transaction beneficial ownership figures, including 99,711, 101,754, and 105,258 on different lines, and derivative RSU-related post-transaction counts of 5,779, 34,368, and 35,041.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Bhavit Sheth, attorney-in-fact on 08/27/2025.

What is the reporting person's role at LendingClub?

The reporting person, Cheng Jordan, is listed as General Counsel & Secretary and filed the Form 4 as an individual reporting person.