LaBenne Andrew 4

What Happened

• Andrew LaBenne, Chief Financial Officer of LendingClub (LC), had 70,897 performance-based restricted stock units (PBRSUs) convert to fully vested common shares on Jan 16, 2026 (acquired at $0). To satisfy tax withholding obligations, the issuer withheld 36,968 of those shares at $20.36 per share, representing approximately $752,668. The withholding is not a market sale of shares.

Key Details

• Transaction date: January 16, 2026.
• Award/acquisition: 70,897 shares (A) at $0.00 per share.
• Tax withholding/disposition: 36,968 shares (F) withheld at $20.36 per share — ~$752,668 withheld to cover taxes.
• Shares owned after transaction: Not specified in the filing.
• Footnotes: F1 — shares vested upon Compensation Committee certification of performance criteria for PBRSUs granted Mar 12, 2023 under the 2014 Equity Incentive Plan. F2 — withholding does not represent a sale to a third party; shares were withheld to cover taxes. F3 — filing aggregates 5,000 shares held in each of two UTMA accounts for the reporting person’s children.
• Filing: Form 4 filed Jan 21, 2026 for a Jan 16, 2026 transaction (appears outside the typical 2-business-day Form 4 reporting window).

Context

• These transactions reflect issuance/vesting of performance-based restricted stock rather than an open-market purchase or voluntary sale. The share withholding is a common, administrative step to satisfy tax obligations and should not be read as an active sale of stock to raise cash.