ARMSTRONG ANNIE 4

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.