ARMSTRONG ANNIE 4

4 · LendingClub Corp · Filed Feb 27, 2026

AI-generated summary of this filing

Updated Feb 27, 2026

LendingClub (LC) CRO Annie Armstrong Receives RSU Shares

What Happened

Annie Armstrong, Chief Risk Officer of LendingClub (LC), had restricted stock units (RSUs) vest on Feb 25, 2026. A total of 21,619 RSUs converted into shares (7,749 + 8,864 + 5,006).
Of those, 11,546 shares were withheld by the issuer to cover tax withholding obligations at $15.02 per share, totaling $173,421. The withheld shares are reported as a disposition for tax withholding purposes but do not represent an open-market sale.
Net shares delivered to Armstrong after withholding: 10,073 shares.

Key Details

Transaction date: 2026-02-25; Form 4 filed 2026-02-27 (timely filed within standard two-business-day window).
Conversion entries reported as derivative exercises (code M) at $0.00 per share — consistent with RSU vesting rather than option exercises requiring purchase price.
Tax withholding entry reported as code F: 11,546 shares withheld @ $15.02 = $173,421 (not an open-market sale; per footnote F2).
Relevant footnotes: F1 defines each RSU as the right to one share on vesting; F3–F6 describe the multi-year quarterly vesting schedule (8.33% initial vesting dates May 25 of 2023–2025 and quarterly thereafter).
Shares owned after the transaction are not specified in the provided filing excerpt.

Context

This is a routine vesting and tax-withholding transaction for equity compensation. The $0 exercise price lines reflect RSU conversion (no cash purchase required). Because shares were withheld to satisfy tax obligations rather than sold on the open market, the withholding should not be read as a bearish insider sale.

Form 4

Period: 2026-02-25

Chief Risk Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-25+7,749→ 385,944 total
Exercise/Conversion
Common Stock
[F1]
2026-02-25+8,864→ 394,808 total
Exercise/Conversion
Common Stock
[F1]
2026-02-25+5,006→ 399,814 total
Tax Payment
Common Stock
[F2]
2026-02-25$15.02/sh−11,546$173,421→ 388,268 total
Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F3][F4]
2026-02-25−7,749→ 0 total
Exercise: $0.00→ Common Stock (7,749 underlying)
Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F5][F4]
2026-02-25−8,864→ 35,459 total
Exercise: $0.00→ Common Stock (8,864 underlying)
Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F6][F4]
2026-02-25−5,006→ 40,046 total
Exercise: $0.00→ Common Stock (5,006 underlying)

Footnotes (6)

[F1]Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
[F2]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.
[F3]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.
[F4]Not applicable.
[F5]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.
[F6]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.

Signature

/s/ Bhavit Sheth, attorney-in-fact|2026-02-27

1 file