Sanborn Scott 4

What Happened
Scott Sanborn, CEO and director of LendingClub Corp (LC), had 278,520 performance-based restricted stock units (PBRSUs) vest on 2026-01-16 (reported on a Form 4 filed 2026-01-21). The award was recorded as an acquisition (A) at $0.00 per share. Simultaneously, 149,140 shares were withheld by the company to cover tax withholding obligations (reported as disposition code F) at $20.36 per share, totaling $3,036,490. The vested award originated from PBRSUs granted March 12, 2023 and vested upon certification of performance criteria.

Key Details

• Transaction dates: Vesting/award and withholding occurred 2026-01-16; Form 4 filed 2026-01-21 (filed 5 days after the transaction).
• Award: 278,520 shares acquired (A) at $0.00.
• Tax withholding: 149,140 shares withheld (F) at $20.36 for $3,036,490 (this withholding is not a public sale by the insider).
• Implied market value (using $20.36) of the vested shares ≈ $5.67M (filing shows acquisition price $0 because these were performance-based awards).
• Shares owned after transaction: Not disclosed on this Form 4.
• Footnotes: F1 notes vesting upon Compensation Committee certification of performance; F2 clarifies withheld shares are to cover tax obligations and do not represent an open-market sale.
• Timeliness: The Form 4 was filed five days after the transaction date, which is later than the typical 2-business-day filing window for Form 4s.

Context
This was a performance-based vesting event (PBRSUs) rather than an open-market purchase or voluntary sale. The company withheld a portion of the vested shares to satisfy tax withholding — a common administrative action that should not be interpreted as an intent to sell shares on the market.