ARMSTRONG ANNIE 4

What Happened Annie Armstrong, Chief Risk Officer of LendingClub Corp (LC), had 50,641 performance-based restricted stock units (PBRSUs) vest on Jan 16, 2026 (acquired at $0.00). To cover tax withholding related to the vesting, 27,473 shares were withheld by the issuer (reported at $20.36 per share, ~$559,350). Separately, Armstrong sold 6,666 shares in the open market on the same date at $20.38 per share, generating proceeds of about $135,853. The sale was effected pursuant to a Rule 10b5-1 trading plan.

Key Details

• Transaction date: 2026-01-16; Filing date: 2026-01-21.
• Vesting/award: 50,641 shares acquired @ $0.00.
• Tax withholding: 27,473 shares @ $20.36 = ~$559,350 (issuer withheld shares to cover taxes; not a market sale).
• Open-market sale: 6,666 shares @ $20.38 = ~$135,853 (executed under a Rule 10b5-1 plan).
• Footnotes: Vesting resulted from PBRSUs granted March 12, 2023 (Comp. Committee certification). Withholding represents tax payment, not a sale. The 10b5-1 plan governed the sale.
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Timeliness: Filing occurred 5 days after the transactions (filed Jan 21 for Jan 16 transactions), which is later than the typical 2-business-day reporting expectation for Form 4s.

Context This was primarily a vesting event (award conversion of PBRSUs) with routine tax withholding and a pre-planned sale of a portion of the shares. Tax withholding and planned sales are common following equity vesting and do not necessarily indicate a change in the insider’s view of the company.