Sanborn Scott 4

What Happened

• Sanborn Scott, CEO and Director of LendingClub (LC), had restricted stock units (RSUs) vest on February 25, 2026, resulting in the conversion/acquisition of 534,895 shares (reported as derivative exercises, code M). To cover tax withholding obligations, 285,636 shares were withheld (reported as code F) at $15.02/share, a withholding value of $4,290,253. After withholding, Scott received 249,259 net shares.

Key Details

• Transaction date: February 25, 2026; Form filed February 27, 2026 (timely).
• Shares acquired via conversion/vesting: 534,895 (aggregate of 14,945; 498,754; 13,151; 8,045).
• Shares withheld for taxes: 285,636 at $15.02/share = $4,290,253 (tax withholding — not an open-market sale).
• Net shares delivered to insider: 249,259.
• Footnotes: RSUs convert to one share each upon vesting (F1); the withholding represents shares retained by the issuer to satisfy tax obligations (F2); these RSUs vested in full on Feb 25, 2026 (F5).
• Filing does not disclose Scott’s total shares owned after these transactions.

Context

• This was an award/vesting event (RSU conversion), not a purchase or an open-market sale. The withholding of shares to cover taxes is a routine cashless settlement and should not be interpreted as a market sale signal. Transaction codes: M = derivative exercise/conversion (vesting), F = payment of tax liability (withholding).