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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			10-K


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ~~AND~~ EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

Commission File Number: 001-36771


LendingClub Corporation
(Exact name of registrant as specified in its charter)


Delaware									51-0605731
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

595 Market Street, Suite 200,

San Francisco,

94105

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (415) 930-7440

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common stock, par value $0.01 per share	LC	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $~~824~~1,~~231~~205,~~718~~883,976 based on the closing price reported for such date on the New York Stock Exchange. Shares of the registrant’s common stock held by each executive officer, director and holder of 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.

As of January 3130, ~~2025~~2026, there were ~~113~~115,~~383~~180,~~917~~598 shares of the registrant’s common stock outstanding.

Documents Incorporated by Reference

Portions of the registrant’s Definitive Proxy Statement for the Registrant’s ~~2025~~2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, ~~2024~~2025.

LENDINGCLUB CORPORATION

Annual Report On Form 10-K

For Fiscal Year Ended December 31, ~~2024~~2025

TABLE OF CONTENTS

Glossary		1
Forward-looking Statements		3
PART I		5
Item 1.	Business	5
Item 1A.	Risk Factors	1718
Item 1B.	Unresolved Staff Comments	4750
Item 1C.	Cybersecurity	4750
Item 2.	Properties	4851
Item 3.	Legal Proceedings	4952
Item 4.	Mine Safety Disclosures	4952
PART II		5053
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5053
Item 6.	[Reserved]	5255
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5356
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	7882
Item 8.	Financial Statements and Supplementary Data	7882
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	~~140~~144
Item 9A.	Controls and Procedures	~~140~~144
Item 9B.	Other Information	~~142~~146
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~142~~146
PART III		~~142~~146
Item 10.	Directors, Executive Officers and Corporate Governance	~~142~~146
Item 11.	Executive Compensation	~~142~~146
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~142~~146
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~143~~146
Item 14.	Principal Accountant Fees and Services	~~143~~146
PART IV		~~144~~147
Item 15.	Exhibits and Financial Statement Schedules	~~144~~147
Item 16.	Form 10-K Summary	~~144~~147
Signatures		~~145~~148
Exhibit Index		~~147~~150

LENDINGCLUB CORPORATION

Glossary

The following is a list of common acronyms and terms LendingClub Corporation regularly uses in its financial reporting:

ACL			Allowance for Credit Losses (includes both the allowance for loan and lease losses, allowance for securities available for sale and the reserve for unfunded lending commitments)
AFS			Available for Sale
ALLL			Allowance for Loan and Lease Losses
Annual Report			Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025
ASU			Accounting Standards Update
AUM			Assets Under Management (outstanding balances of Loan Originations serviced by the Company including loans sold to investors as well as loans held for investment and held for sale by the Company)
Balance Sheet			Consolidated Balance Sheets
CECL			Current Expected Credit Losses (Accounting Standards Update 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments)
CET1			Common Equity Tier 1
CET1 Capital Ratio			Common Equity Tier 1 capital divided by total risk-weighted assets as defined under the Basel III capital framework
DCF			Discounted Cash Flow
EPS			Earnings Per Share
Exchange Act			Securities Exchange Act of 1934, as amended
FRB or Federal Reserve			Board of Governors of the Federal Reserve System and, as applicable, Federal Reserve Bank(s)
GAAP			Accounting Principles Generally Accepted in the United States of America
HFI			Loans which are retained by the Company and held for investment
HFS			~~Held~~Loans which are held for sale ~~loans~~and expected to be sold to investors~~, including Marketplace Loans~~
Income Statement			Consolidated Statements of Income
LC Bank or LendingClub Bank			LendingClub Bank, National Association
LendingClub, LC, the Company, we, us, or our			LendingClub Corporation and its subsidiaries
Loan Originations			Unsecured personal loans and auto refinance loans originated by the Company or facilitated by third-party issuing banks
Marketplace Loans			Loan Originations designated as HFS ~~and subsequently sold to investors~~
N/M			Not meaningful
Parent			LendingClub Corporation (the Parent Company of LendingClub Bank, National Association and other subsidiaries)
PPNR or Pre-Provision Net Revenue			PPNR, or Pre-Provision Net Revenue, is a non-GAAP financial measure calculated by subtracting the provision for credit losses and income tax benefit/expense from net income.
SEC			United States Securities and Exchange Commission
Securities Act			Securities Act of 1933, as amended
Statement of Cash Flows			Consolidated Statements of Cash Flows
Structured Program transactions			Asset-backed securitization transactions where certain accredited investors and qualified institutional buyers have the opportunity to invest in securities backed by a pool of unsecured personal ~~whole~~ loans.

LENDINGCLUB CORPORATION

Tier 1 Capital Ratio			Tier 1 capital, which includes Common Equity Tier 1 capital plus non-cumulative perpetual preferred equity that qualifies as additional tier 1 capital, divided by total risk-weighted assets as defined under the Basel III capital framework.
Tier 1 Leverage Ratio			Tier 1 capital, which includes Common Equity Tier 1 capital plus non-cumulative perpetual preferred equity that qualifies as additional tier 1 capital, divided by quarterly adjusted average assets as defined under the Basel III capital framework.
Total Capital Ratio			Total capital, which includes Common Equity Tier 1 capital, Tier 1 capital and allowance for credit losses and qualifying subordinated debt that qualifies as Tier 2 capital, divided by total risk-weighted assets as defined under the Basel III capital framework.
Unsecured personal loans			Unsecured personal loans originated on the Company’s platforms, including an online direct to consumer platform and a platform connected with a network of ~~education~~purchase ~~and patient~~ finance providers.
VIE			Variable Interest Entity

LENDINGCLUB CORPORATION

Except as the context requires otherwise, as used herein, “LendingClub,” “Company,” “we,” “us,” and “our,” refer to LendingClub Corporation, a Delaware corporation, and, where appropriate, its consolidated subsidiaries ~~and consolidated variable interest entities (VIEs)~~, including LendingClub Bank, National Association (LC Bank), and various entities established to facilitate loan sale transactions under LendingClub’s Structured Program.

Forward-looking Statements

This Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 (Annual Report) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). Forward-looking statements in this Annual Report include, without limitation, statements regarding borrowers, credit scoring, our strategy, future operations, expected losses, future financial position, future revenue, projected costs, prospects, plans, objectives of management, expected market growth and the impact on our business. You can identify these forward-looking statements by words such as “anticipate,” “appear,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “predict,” “project,” “should,” “strategy,” “target,” “will,” “would,” or similar expressions.

These forward-looking statements include, among other things, statements about:

•The impact of, and our ability to successfully navigate, the current interest rate and economic climate;

•whether and when we become subject to supervision and enforcement by the Consumer Financial Protection Bureau;

•our ability to sustain the business under adverse circumstances;

•our ability to attract and retain new members, to expand our product offerings and services, to improve revenue and generate recurring earnings, and to increase resiliency;

•our compliance, and that of third-party partners or providers, with applicable local, state and federal laws, regulations and regulatory developments or court decisions affecting our business;

•the effects of natural disasters, public health issues, acts of war or terrorism, geopolitical uncertainty and other external events on our customers and business~~, including the Ukrainian-Russian and Gaza Strip conflicts~~;

•the impact of changes in laws or the regulatory or supervisory environment, including as a result of legislation, regulation, policies, legal challenges to agency regulations and interpretations or changes in government officials or other personnel;

•whether and how a cap on interest rates, including credit card interest rates, is implemented and/or voluntarily complied with by other financial institutions;

•the impact of changes in monetary, fiscal, or trade laws or policies;

•the impact of accounting standards, or policies, ~~including~~elections ~~the~~or ~~Current Expected Credit Losses (CECL) standard~~methodologies;

•the results of examinations of us by regulatory authorities and the possibility that any such regulatory authority may, among other things, require us to limit our business activities, increase our allowance for loan losses, increase our capital levels, or affect our ability to borrow funds or maintain or increase deposits;

•our ability, and that of third-party partners or providers, to maintain an enterprise risk management framework that is effective in mitigating risk;

•our ability to effectively manage capital or liquidity to support our evolving business or operational needs, while remaining compliant with regulatory or supervisory requirements and appropriate risk management standards;

•our ability to attract and retain loan borrowers;

•our ability to develop and maintain our deposit base or other low-cost funding sources necessary to fund our activities;

•the impact of changes in consumer spending, borrowing and saving habits;

•the impact of the continuation of, or changes in, the interest rate environment and economic climate;

•the impact of changes in the U.S. political environment or disruptions in government operations;

•our expectations on the interplay among origination volume, underwriting standards and interest rates;

•the ability and willingness of borrowers to repay loans;

•our belief that certain loans and leases in our commercial loan portfolio will be fully repaid in accordance with the contractual loan terms;

•our ability to maintain investor confidence in the operation of our platform;

LENDINGCLUB CORPORATION

•our ability to retain existing sources and secure new or additional sources of investor commitments for our platform;

•the performance of our loan products and expected rates of return for investors;

•~~platform~~loan volume, pricing and ~~balance~~demand;

•the effectiveness of our platform’s credit decisioning and scoring models;

•our ability to innovate and the adoption and success of new products and services;

•the adequacy of our corporate governance, risk management framework and compliance programs;

•the impact of, and our ability to resolve, pending litigation and governmental inquiries and investigations;

•the use of our own capital to purchase loans and the impact of holding loans on and our ability to sell loans off our balance sheet;

•our intention not to sell our available for sale (AFS) investment portfolio securities in loss positions;

•our financial condition and performance, including the impact that management’s estimates have on our financial performance;

•our ability, and that of third-party partners and providers, to maintain service and quality expectations;

•the inputs used in the fair value measurement of our financial instruments;

•our estimate of our interest rate sensitivity;

•our calculation of expected credit losses for our collateral-dependent loans;

•our estimated maximum exposure to losses;

•our expectation of loan servicing fee revenue based on forecasted prepayments and estimated market rate of servicing at the time of loan sale;

•capital expenditures;

•our compliance with contractual obligations or restrictions;

•the potential impact of macroeconomic developments, including ~~recessions~~economic shutdowns, inflation or other adverse circumstances;

•our ability to develop and maintain effective internal controls;

•our ability to recruit and retain quality employees to support current operations and future growth;

•our ability to continue to realize the financial and strategic benefits of our digital marketplace bank business model;

•the timeline for occupying our recently acquired property in San Francisco;

•our tax profile;

•changes in the effectiveness and reliability of our information technology and computer systems, including the impact of any security or privacy breach;

•the impact of artificial intelligence on our business;

•~~Our~~our ability to control our cost structure;

•our ability to manage and repay our indebtedness; ~~and~~

•the impact of our potential rebranding initiative;

•shares acquired under, and the impact of, our share repurchase and acquisition program; and

•other risk factors listed from time to time in reports we file with the SEC.

We caution you that the foregoing list may not contain all of the forward-looking statements in this Annual Report. We may not actually achieve the plans, intentions or expectations disclosed in forward-looking statements, and you should not place undue reliance on forward-looking statements. We have included important factors in the “Risk Factors” section of this Annual Report, as well as in our consolidated financial statements, related notes, and other information appearing elsewhere in this Annual Report and our other filings with the SEC that could, among other things, cause actual results or events to differ materially from forward-looking statements contained in this Annual Report. Forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

You should read this Annual Report carefully and completely and with the understanding that actual future results may be materially different from what we expect. We do not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, actual results, future events or otherwise, other than as required by law.

LENDINGCLUB CORPORATION

PART I

Item 1. Business

~~Introduction~~A Digital Bank for the Motivated Middle

LendingClub isoperates a leading nationally chartered digital~~-first~~ ~~company~~bank focused on ~~building~~serving ~~lifetime~~a ~~lending~~large ~~relationships~~and ~~with~~underserved ~~our~~segment ~~members.~~of Wecreditworthy ~~execute~~U.S. ~~against~~consumers athat ~~core~~we ~~strategy~~refer ofto ~~acquiring~~as ~~new~~the ~~members~~“motivated ~~with~~middle.” ~~our~~These ~~award-winning~~consumers ~~personal~~are ~~loan~~digitally ~~product~~capable, ~~then~~value-conscious, ~~engaging~~ and ~~retaining~~make ~~them~~frequent ~~with~~use ~~other~~of ~~innovative~~credit ~~lending,~~to ~~deposit~~achieve ~~and~~intentional ~~debt~~financial ~~management~~goals; ~~products. Founded in 2006~~however, ~~LendingClub~~they ~~operates~~are aoften ~~leading,~~poorly ~~nationally~~served ~~chartered,~~by ~~digital~~traditional ~~marketplace~~financial ~~that~~institutions ~~leverages~~due ~~data and technology~~ to ~~increase~~structural ~~access~~inefficiencies toand ~~credit,~~limited ~~lower~~transparency. ~~borrowing~~Our ~~costs~~branchless, ~~and~~mobile-first ~~improve~~platform ~~returns~~enables onmembers ~~savings.~~to Weapply ~~offer~~for aand ~~suite~~manage oflending ~~deposit~~ and ~~loan~~banking products ~~through~~digitally, adelivering ~~smart,~~competitive ~~simple~~pricing and ~~rewarding~~a ~~digital~~streamlined experience. We ~~retain~~focus aon ~~portion~~high-demand areas of ~~the~~lending ~~loans~~where weinefficiencies ~~originate~~persist, ~~and sell the remainder to marketplace investors~~ including ~~banks,~~personal ~~credit unions~~loans, ~~asset~~auto ~~managers~~refinance, and ~~private~~point-of-sale ~~credit~~financing ~~funds.~~for ~~Since~~major ~~our founding, more than 5 million individuals have become members and we have facilitated more than $95 billion of loans~~purchases.

Our ~~loan~~competitive ~~origination~~differentiation is grounded in four core advantages: (i) an underwriting platform built on nearly two decades of proprietary data and machine-learning models; (ii) products designed to provide meaningful value to our members; (iii) digital experiences that enhance transparency and drive engagement, loyalty, and operating efficiency; and (iv) a technology stack engineered for innovation and scalability. Our advanced decisioning, pricing, and risk management capabilities are enabled by an extensive and diverse dataset spanning borrower behavior, credit performance, and economic cycles. We leverage our data advantage, lower-cost deposit ~~gathering~~base, ~~model~~and complementary marketplace platform and bank balance sheet to optimize loan sales and retention, generating both recurring net interest income and capital-light fee revenue while maintaining attractive returns through economic cycles.

Our ~~sales~~lending ~~and~~products ~~marketing~~typically ~~efforts~~serve ~~are~~as ~~designed~~the toentry ~~efficiently~~point ~~attract~~to ~~and~~our ~~retain~~ecosystem, with members, ~~build~~often ~~brand~~returning ~~awareness,~~for ~~and~~additional ~~support~~borrowing ~~member~~needs ~~satisfaction~~as their financial needs evolve. We ~~attract~~supplement ~~and~~these ~~retain~~lending ~~members~~interactions ~~directly~~with ongoing engagement through our ~~website~~mobile application and ~~mobile~~award-winning ~~app~~banking products, ~~using~~including ~~channels~~checking ~~such~~and ~~as,~~savings ~~online~~accounts ~~affiliate~~and ~~partners,~~digital ~~direct~~tools ~~mail,~~that ~~paid~~provide ~~search~~members ~~engines,~~with ~~online~~insights ~~display~~into ~~advertising,~~their ~~email~~debt, ~~social media~~spending, and ~~strategic~~savings ~~relationship referrals~~behavior. ~~When~~We believe our ~~members~~expanding ~~need~~product ~~another~~suite ~~loan~~and orintegrated ~~deposit~~business ~~product~~model enable flexibility, ~~many~~resilience, ~~return~~and tothe ~~LendingClub~~ability –to atefficiently ~~very~~scale ~~low~~originations ~~acquisition~~across ~~cost~~multiple tolending usverticals, –supporting ~~which~~sustainable ~~increases~~growth ~~the~~and ~~lifetime~~long-term value ofcreation ~~these~~for ~~repeat~~our members ~~while~~and ~~providing~~stockholders. ~~them~~Since ~~additional~~our ~~opportunities~~founding toin ~~improve~~2006, ~~their~~more ~~financial~~than ~~position~~five million individuals have become members and more than $100 billion of loans have been originated through our platform.

Our ~~primary~~Loan ~~loan~~Origination ~~products include unsecured personal loans, patient~~ and ~~education~~Deposit finance loans, and secured auto refinance loans (Consumer Loans). Once a loan application is received, our multivariable and automated processes enable us to assess risk and present approved applicants with one or more loan options, including the term, rate, and amount for which the applicant qualifies. Although approval of the vast majority of our loans is automated, we may perform additional applicant verifications. Once any additional verifications are completed, the loan is originated and funded, net of any origination fee retained by us.Business

WeOur ~~currently~~sales ~~offer~~and ~~borrowers~~marketing ~~multiple~~efforts ~~features~~are designed to ~~lower~~efficiently ~~their~~attract ~~cost~~and ofretain ~~debt~~members and ~~enhance~~support ~~their~~member ~~financial~~satisfaction. ~~position,~~We ~~including~~attract ~~balance~~members ~~transfers~~through ~~(where~~various achannels ~~borrower’s~~such ~~existing~~as ~~credit~~our ~~card~~website ~~debt(s)~~and ~~are~~mobile ~~directly~~app, ~~paid~~online ~~down~~affiliate ~~and~~partners, ~~the~~direct ~~debt~~mail, ispaid ~~consolidated~~search ~~into~~engines, aonline ~~fixed-rate~~display ~~term~~advertising, ~~loan)~~email, ~~joint~~social ~~applications~~media, ~~(where~~strategic ~~borrowers~~relationship ~~may~~referrals ~~receive~~and asmall ~~better~~businesses ~~rate~~such ~~when~~as ~~they~~merchants, ~~jointly~~healthcare ~~apply~~providers ~~for~~and asoon, ~~personal~~home ~~loan),~~improvement ~~and~~providers. When our ~~recently~~members ~~introduced~~need ~~TopUp~~another ~~product~~loan ~~(where~~or ~~borrowers~~deposit ~~can~~product, ~~easily~~many ~~combine~~return ~~their~~to ~~existing~~ LendingClub ~~loan~~– ~~with~~at ~~additional~~a ~~loan~~very ~~proceeds~~low ~~into~~acquisition acost ~~new~~to ~~single~~us ~~payment~~and ~~loan).~~experience ~~These~~a ~~loan~~simple, ~~products~~streamlined ~~are~~application ~~intended~~process tofor ~~directly~~them ~~address~~– ~~the~~which ~~core~~increases ~~borrowing~~the ~~needs~~lifetime value of ~~our~~these repeat members ~~and~~while ~~are~~providing ~~underpinned~~them byadditional ~~our~~opportunities ~~scalable~~to ~~technology~~improve ~~platform~~their ~~and~~financial ~~capabilities~~position.

~~Our~~Once ~~commercial~~a ~~lending~~loan ~~business~~application is ~~primarily~~received, ~~focused~~multivariable, onmachine-learning ~~small businesses~~driven, and weautomated ~~participate~~processes inallow ~~the~~us ~~U.S. Small~~to ~~Business~~assess ~~Administration~~risk ~~(SBA)~~and ~~lending~~present ~~programs,~~decisioned ~~which~~applicants ~~guarantee~~with aone ~~portion~~or ofmore ~~the~~ loan inoptions, including the ~~case~~term(s), ofrate(s), ~~borrower~~and ~~default.~~amount(s) ~~Commercial~~for ~~loans~~which ~~are sourced through relationships with businesses across~~ the ~~country~~applicant qualifies. WeOnce ~~underwrite~~any ~~loans~~additional ~~based~~verifications onare ~~the creditworthiness of businesses~~completed, ~~including~~the anloan ~~assessment~~is oforiginated ~~cash flows,~~ and onfunded ~~the~~often ~~underlying~~within ~~value~~24 ~~of any collateral~~hours. InOur ~~the~~loan ~~first~~products ~~quarter~~are ofintended ~~2023,~~to wedirectly ~~ceased~~address ~~originating~~the ~~commercial~~core ~~real~~borrowing ~~estate~~needs ~~loans~~of ~~and~~our ~~equipment~~members ~~leases~~ and ~~currently~~are ~~intend~~underpinned toby ~~retain~~our ~~the~~scalable ~~existing~~technology ~~loan~~platform ~~portfolios~~and ~~to maturity~~capabilities.

Our ~~deposit~~primary ~~business includes sourcing deposits directly from customers and from third-party marketing channels and deposit brokers. For~~ consumer ~~depositors,~~loan weproducts ~~offer~~include ~~FDIC-insured~~the high-yield savings accounts, checking accounts, and certificates of deposit (CDs). Our high-yield savings accounts allow members to enhance their savings by earning a competitive interest rate on their entire balance. In addition, we recently launched a new product, LevelUp Savings, to reward members with our best interest rates for engaging in positive savings behavior. following:

•Personal Loans. Unsecured, fixed-rate, and fixed-term consumer loans that may be used for various purposes. We currently offer borrowers multiple features to lower their cost of debt and enhance their

LENDINGCLUB CORPORATION

~~Our~~financial ~~checking~~position, ~~accounts~~including ~~deliver~~balance antransfers ~~award-winning~~(where ~~digital~~a ~~experience~~borrower’s existing credit card debt(s) are directly paid down and ~~member~~the debt is consolidated into a fixed-~~friendly~~rate ~~features~~term loan), ~~such~~joint asapplications ~~ATM~~(where ~~fee~~borrowers ~~rebates,~~may noreceive ~~overdraft~~a ~~fees~~better rate when they jointly apply for a personal loan), and ~~early~~TopUp ~~direct~~(where ~~deposits~~borrowers can easily combine their existing LendingClub loan with additional loan proceeds into a new single payment loan).

~~Our~~•Major ~~marketplace~~Purchase Finance. Unsecured, fixed-rate, and fixed-term consumer loans that help borrowers manage larger planned expenses such as elective medical, dental, and other healthcare procedures, as well as other higher cost goods and services. We partner with providers and merchants who offer our financing options directly to their customers. By leveraging our existing purchase finance capabilities, we intend to expand our loan offerings in 2026 to include home improvement financing, enabling payments directly to partner retail merchants and contractors and streamlining the customer financing experience.

~~Our~~•Auto ~~Consumer~~Refinance. ~~Loans~~Secured ~~are~~consumer ~~either:~~loans ~~(i)~~that ~~sold~~help toborrowers ~~marketplace~~reduce ~~investors~~the orcost ~~(ii)~~of ~~retained~~their byexisting LCauto ~~Bank~~loan. ~~Our~~We ~~commercial~~offer ~~loans~~qualified ~~are~~borrowers ~~generally~~the ~~retained~~opportunity to lower their interest rate, reduce monthly payments, and/or adjust their repayment term by LCrefinancing ~~Bank~~their existing auto loan.

~~Loan~~Our ~~Sales~~commercial ~~(Marketplace~~lending ~~Activity):~~business Weis ~~sell~~primarily ~~loans~~focused toon ~~marketplace~~small ~~investors~~businesses, ~~through~~and ~~our~~we ~~innovative~~participate ~~and~~in ~~proprietary~~the ~~marketplace~~U.S. Small ~~The~~Business ~~composition~~Administration (SBA) lending programs, certain of ~~these~~which ~~investors~~guarantee ~~varies~~a ~~from~~portion ~~time~~of tothe ~~time,~~loan ~~but~~in ~~can~~the ~~include~~case ~~banks,~~of ~~institutional~~borrower ~~funds,~~default. ~~private~~Commercial ~~credit~~loans ~~funds~~are sourced through relationships with businesses across the country. We underwrite loans based on the creditworthiness of businesses, ~~asset~~including ~~managers~~an assessment of cash flows, and ~~insurance~~on ~~companies~~the underlying value of any collateral. ~~Our~~In ~~marketplace~~the ~~loan~~first ~~sales~~quarter ~~are~~of ~~executed~~2023, aswe ~~either:~~ceased ~~(i) loan~~originating ~~sales~~commercial ~~shortly~~real ~~after~~estate ~~origination~~loans orand ~~through~~equipment ~~our~~leases ~~Extended~~and ~~Seasoning~~currently ~~program,~~intend orto ~~(ii) Structured~~retain ~~Program~~the ~~transactions~~existing loan portfolios to maturity. However, we continue to originate loans secured by real estate under the SBA lending programs.

InOur ~~2023,~~deposit webusiness ~~launched~~includes ~~Structured~~sourcing ~~Certificates~~deposits –directly afrom ~~new~~customers ~~type~~and offrom ~~private~~third-party ~~Structured~~marketing ~~Program~~channels ~~transaction~~and deposit brokers. InFor ~~this~~consumer ~~structure~~depositors, we ~~have~~offer ~~primarily~~a ~~retained~~range ~~(but~~of ~~may~~FDIC-insured ~~sell)~~deposit ~~the~~products, ~~senior~~including ~~securities~~high-yield atsavings aaccounts, ~~fixed~~checking ~~rate~~accounts, ~~along~~and ~~with~~certificates ~~the~~of ~~amount~~deposit ~~required~~(CDs). ~~pursuant~~Our toLevelUp ~~the~~Savings ~~U.S.~~product ~~Risk~~delivers ~~Retention~~a ~~Rules,~~competitive interest rate and werewards ~~sell~~members ~~the~~with ~~residual~~our ~~certificates~~best tointerest ~~marketplace~~rate ~~investors.~~on ~~This~~savings ~~structure,~~for ~~developed~~engaging byin ~~LendingClub~~positive ~~and~~ongoing ~~enabled~~savings bybehavior. ~~our~~Our ~~marketplace~~flagship ~~bank~~LevelUp ~~model,~~Checking delivers aan ~~transaction~~award-winning ~~that~~digital ~~benefits~~experience ~~both marketplace investors~~ and ~~LendingClub.~~member-friendly ~~Marketplace~~features, ~~investors~~such ~~earn~~as ~~compelling~~ATM ~~levered~~fee ~~returns~~rebates, ~~(without~~no ~~the~~overdraft ~~need~~fees, ~~for~~and ~~the~~early ~~financing~~direct ~~typically~~deposits. ~~required~~Further, ~~for~~LevelUp aChecking ~~whole~~rewards ~~loan~~our ~~purchase)~~members ~~and~~with ~~LendingClub~~cash ~~earns~~back anwhen ~~attractive~~they ~~yield~~make ~~with~~on-time ~~remote~~LendingClub ~~credit~~personal ~~risk~~loan onpayments ~~its~~through ~~retained~~their ~~senior~~LevelUp ~~securities.~~Checking ~~Since~~account ~~launch~~and ~~through~~when ~~the~~they ~~end~~use oftheir ~~2024,~~LevelUp weChecking ~~sold~~debit ~~over~~card ~~$4.7 billion~~for ofqualifying ~~loans~~gas, ~~under~~grocery, ~~this~~and ~~program.~~pharmacy purchases.

~~Also~~Our in 2023, as part of our Extended Seasoning program, we began accumulating loans into the held for sale portfolio to meet marketplace investor demand for seasoned loans. Under this program, we earn interest income on the loans during the holding period.Marketplace

WeOur ~~also~~consumer ~~facilitate~~loans ~~loan~~are ~~sales~~either ~~through~~retained ~~LCX,~~by ~~our~~LendingClub ~~real-time~~Bank ~~electronic~~or ~~platform~~sold to marketplace investors through our innovative and ~~settlement~~proprietary ~~technology~~loan marketplace. ~~This~~The ~~proprietary~~composition ~~platform~~of ~~allows~~our ~~for~~marketplace ~~dynamically~~investors ~~priced~~varies ~~loans~~from attime ~~scale~~to time but generally includes asset managers (such as private credit and ~~can~~fund ~~easily~~asset bemanagers), ~~customized~~other tofinancial ~~meet~~institutions ~~the~~and ~~needs~~insurance ofcompanies. ~~individual~~Our marketplace ~~investors,~~loan ~~making~~sales are executed as either loan sales or Structured Program transactions. onMany of our loan sales are pursuant to singular transactions with marketplace ~~fast~~investors. However, ~~easy~~from time to time, ~~and~~we ~~repeatable~~also enter into agreements with marketplace investors that outline terms of conditions pursuant to which multiple loan sales occur over an extended period of time.

~~LendingClub~~Structured ~~Bank:~~Program LCtransactions ~~Bank~~deliver ~~retains~~benefits ~~loans~~to both marketplace investors and ~~funds~~LendingClub. ~~those~~Marketplace ~~loans~~investors ~~directly~~earn ~~with~~compelling ~~its~~levered ~~own~~returns ~~capital~~(benefiting ~~and~~from ~~deposits.~~financing Webuilt ~~retain~~into ~~these~~the ~~loans~~structure) asand ~~held~~LendingClub ~~for~~earns ~~investment~~an ~~(HFI)~~attractive oryield ~~held~~with ~~for~~remote ~~sale~~credit ~~(HFS)~~risk ~~and~~on ~~recognize~~our ~~the~~retained ~~associated~~senior ~~recurring~~securities. ~~revenue~~Since ~~over~~launch through the ~~period~~end ~~that~~of ~~these~~2025, ~~loans~~we ~~are~~sold ~~held~~approximately on$8 billion LCof ~~Bank’s~~loans ~~balance~~under ~~sheet~~this program.

~~Loan Purchases: From time to time~~Additionally, we may opportunistically and/or systematically purchase loans, including portfolios of loans that we previously originated and sold to marketplace investors. ~~Since the fourth quarter of 2022, we have acquired such loan portfolios with over $2.5 billion in outstanding principal balance.~~

Our competitive advantages

As a digital marketplace bank, we offer key business model and competitive advantages over both traditional banks and fintech marketplaces. These include:

•Financially attractive and resilient business model. As a bank, we benefit from two distinct revenue streams: (i) marketplace revenue in the form of origination fees from borrowers and servicing fees on loans sold to marketplace investors, which provides attractive in-period income, and (ii) net interest income earned from retaining loans and senior securities related to Structured Program transactions (offset by interest expense on our deposits), which provide a recurring and resilient revenue source. In addition to improving our loan-level economics, our banking capabilities also substantially increase the long-term resiliency of our business by providing access to deposit funding, instead of higher-cost and more volatile third-party warehouse funding. Finally, as a digital marketplace bank without the typical brick-and-mortar

LENDINGCLUB CORPORATION

~~branch~~Our ~~network~~Competitive ~~and~~Advantages ~~related infrastructure of traditional banks, we are better able to leverage technology to meet customers where they are and provide them with smart, simple, and rewarding solutions.~~

~~•Unmatched~~As ~~data and analytics, which power our customer experience and underwriting results. We believe that lending is essentially~~ a ~~data~~digital ~~problem~~marketplace and that we have the technology and expertise to solve it. We serve members across a wide band of the credit spectrum and have facilitated more than $95 billion of loans. Through our interactions with applicants and membersbank, we have ~~collected~~key ~~more~~business ~~than~~model ~~150 billion cells of performance~~ and ~~behavioral~~competitive ~~data~~advantages ~~across~~over ~~thousands of attributes and various economic cycles. That data informs our activities across the customer lifecycle in~~ both lending and savings – from marketing to underwriting, pricing, and servicing – and informs our proprietary credit decisioning and machine learning models to rapidly adapt and adjust to changing environments. As a result of our data advantage and iterative credit modeling, third-party data shows that we are able to assess credit risk more effectively than traditional ~~scoring~~banks ~~models~~ and ~~our~~fintech ~~peer set, which allows us to expand access to credit and generate savings for members while also generating competitive risk-adjusted returns~~marketplaces. WeThese also believe these advantages promote lower customer acquisition costs and give us a deep understanding of our members, which helps us anticipate their needs, informs future product offerings, and enables us to effectively customize offers.include:

•~~Strong,~~Financially ~~growing,~~attractive and ~~engaged~~resilient ~~customer~~business ~~base~~model. ~~Our~~As ~~scalable~~a ~~technology marketplace~~bank, ~~customer-focused~~we ~~culture,~~benefit ~~and~~from ~~use~~two ofdistinct ~~data~~revenue ~~and~~streams: ~~analytics~~(i) marketplace ~~has~~revenue ~~enabled~~in usthe toform ~~provide~~of ~~loans~~origination ~~and~~fees ~~deposit~~from ~~accounts~~borrowers toand ~~our~~servicing ~~millions~~fees ofon ~~members.~~loans ~~Our~~sold ~~typical~~to ~~member~~marketplace isinvestors, ~~among~~which ~~the~~provides ~~industry’s~~attractive ~~most sought~~in-~~after~~period ~~consumers:~~income, ~~borrowers~~and ~~who have relatively high incomes~~ (~~$100,000+~~ii) net ~~annual~~interest income onearned ~~average),~~from ~~high~~retaining ~~FICO~~loans ~~scores (above 700 on average)~~ and ~~are~~Structured ~~between~~Program ~~mid-30s~~securities, tooffset ~~mid-50s~~by ininterest ~~age.~~expense ~~Many~~on of our ~~members~~deposits, ~~have~~which ~~accumulated~~provides ~~higher-cost debt as~~ a ~~result~~recurring ofand ~~relying~~resilient onrevenue asource. ~~limited~~In ~~set~~addition ofto ~~available~~improving ~~credit~~our ~~options~~loan-level toeconomics, ~~bridge~~our ~~cash~~banking ~~flow~~capabilities ~~gaps~~also orsubstantially ~~disruptions~~increase ~~and~~the ~~they~~long-term ~~want~~resiliency ~~better,~~of ~~lower-cost~~our ~~solutions.~~business Weby ~~are~~providing ~~able~~access to ~~help~~deposit ~~members~~funding, ~~refinance~~instead ~~their~~of higher-cost ~~debt~~and ~~into~~more avolatile ~~lower~~third-~~cost,~~party ~~fixed-rate~~warehouse ~~product~~funding. Finally, ~~thereby~~as ~~providing our members with both savings and~~ a ~~pathway~~digital ~~toward~~marketplace anbank ~~improved~~without ~~financial position. Our high net promoter score reflects~~ the ~~strong~~typical ~~affinity~~brick-and-mortar ~~our~~branch ~~members~~network ~~have for our brand~~ and ~~the~~related ~~value~~infrastructure weof ~~provide.~~traditional ~~In fact~~banks, ~~many~~we ofare ~~our~~better ~~members~~able ~~return~~ to usleverage ~~for~~technology ~~a subsequent personal loan and/or~~ to ~~increase~~meet ~~their~~customers ~~savings~~where ~~through~~they ~~other~~are ~~loan products, like auto refinance,~~ and~~/or~~ ~~checking~~provide ~~and~~them ~~deposit~~with ~~products. These repeat members have very low acquisition costs~~smart, ~~demonstrate better loan performance~~simple, and ~~are~~rewarding ~~avid proponents of LendingClub, which serves as a powerful foundation for extension into future products~~solutions.

~~Our~~•Unmatched ~~marketplace~~data ~~serves~~and analytics, which power our customer experience and underwriting results. We believe that lending is essentially a ~~broad~~data ~~range~~problem and that we have the technology and expertise to solve it. We serve members across a wide band of ~~investors~~the ~~who~~credit ~~purchase~~spectrum and ~~invest~~more inthan ~~our~~$100 billion of loans, ~~which~~have ~~includes~~been ~~banks~~originated through our platform since 2006. Through our interactions with applicants and members, ~~institutional~~we ~~funds~~have collected more than 150 billion cells of performance and behavioral data across thousands of attributes and various economic cycles. That data informs our activities across the customer lifecycle – from marketing to underwriting, ~~private~~pricing, and servicing – and informs our proprietary credit ~~funds,~~decisioning ~~asset~~and ~~managers,~~machine learning models to rapidly adapt and ~~insurance~~adjust ~~companies.~~to ~~Our~~changing ~~marketplace~~environments. ~~primarily~~As ~~competes~~a ~~with~~result ~~other~~of ~~investment~~our ~~vehicles~~data advantage and ~~asset~~iterative ~~classes~~credit modeling, ~~such~~third-party asdata ~~equities,~~shows ~~bonds~~that we are able to assess credit risk more effectively than traditional scoring models and our peer set, which allows us to expand access to credit and ~~short-term~~generate ~~fixed~~savings ~~income~~for ~~securities.~~members ~~LendingClub’s~~while ~~key~~also generating competitive risk-adjusted returns. We also believe these advantages ~~for~~result ~~marketplace~~in ~~investors~~lower ~~include:~~customer acquisition costs and give us a deep understanding of our members, which helps us anticipate their needs, informs future product offerings, and enables us to effectively customize offers.

•Strong, growing, and engaged customer base. Our scalable technology, customer-focused culture, and use of data and analytics has enabled us to provide loans and deposit accounts to our millions of members. Our typical member is among the industry’s most sought-after consumers: borrowers who have relatively high incomes and higher than average FICO scores. Many of our members have accumulated higher-cost debt and they want better, lower-cost solutions. We are able to help members refinance their higher-cost debt into a lower-cost, fixed-rate product, thereby providing both interest expense savings and a pathway toward an improved financial position. Our high net promoter score reflects the strong affinity our members have for our brand and the value we provide. In fact, many of our members return to us for a subsequent personal loan and/or to increase their savings through other loan products, like auto refinance, and deposit products. These repeat members have very low acquisition costs, demonstrate better loan performance, and are avid proponents of LendingClub, creating a powerful foundation for future products.

Our loan marketplace serves a broad range of investors who purchase and invest in our loans, including asset managers (such as private credit funds and fund asset managers), other financial institutions and insurance companies. Our marketplace primarily competes with other investment vehicles and asset classes, such as equities, bonds, and short-term fixed income securities. LendingClub’s key competitive advantages for marketplace investors include:

•Competitive risk-adjusted returns and short duration. We have over a 15-year track record of generating competitive risk-adjusted returns for marketplace investors. Our loans compare favorably to other alternative investment options due to their higher yield and shorter duration. We dynamically price loans based on a variety of inputs, such as competitive insights, supply and demand, and prevailing interest rates.

•Portfolio diversification. Loans we sell through our marketplace can offer duration, geographic, and/or asset diversification to these investors.

•Innovative and easy-to-use technology platform. Our marketplace brings the traditional loan trading model into the digital age with faster, more efficient transactions that enable borrowers and marketplace investors alike to achieve better outcomes. Our marketplace supports same-day automated settlements, flexible real-time market-based pricing, the ability to customize marketplace investor portfolios and trading activity and passive or active loan selection strategies.

•Regulated and resilient counterparty. As a national bank subject to regulatory oversight and an investor in our own loans, LendingClub is a trusted partner, which is especially important for banks participating on our marketplace.

LENDINGCLUB CORPORATION

•Portfolio diversification. Loans we sell through our marketplace can offer duration, geographic, and/or asset diversification to these investors.

•Innovative and easy-to-use technology platform. Our marketplace brings the traditional loan trading model into the digital age with faster and more efficient transactions. Our marketplace supports same-day automated settlements, flexible real-time market-based pricing, the ability to customize marketplace investor portfolios and trading activity, and passive or active loan selection strategies.

•Regulated and resilient counterparty. As a national bank subject to federal regulatory oversight and an investor in our own loans, LendingClub is a trusted partner, which is especially important for financial institutions participating in our loan marketplace.

LendingClub’s key competitive advantages also extend to our members, including:

•~~Easy~~Access ~~access~~ to affordable credit. We allow members to easily apply for a loan from a desktop or mobile device, presenting a variety of rate and term options with no impact to their credit score. Once an offer is selected, we run credit and identity verifications, relying on automation, when possible, to reduce friction, and, ~~typically~~for 80% of approved applicants, deposit net loan proceeds ~~to approved applicants~~ within a24 ~~matter of days~~hours.

•Improvements in their financial position. Members who use a LendingClub unsecured personal loan to pay off their existing debt not only reduce their cost of debt but also may increase their credit score over time.

•~~Access~~Other ~~to other~~ LendingClub products and services. Members have access to a growing set of financial products and services that are designed to work well together to deliver smart, simple, and rewarding solutions.

Seasonality

Historically, borrower demand for our loans is generally lower in the first and fourth quarters of the year, which can result in lower origination volume and contribute to fluctuations in our operating results. We believe that: (i) lower demand for our loans in the first quarter is attributable to the impact of tax refunds; and (ii) lower demand for our loans in the fourth quarter is attributable to holiday-driven behaviors.

Revenue

WeOur ~~sell~~primary ~~Consumer~~sources ~~Loans to marketplace investors, which generates a majority~~ of ~~related~~ revenue ~~immediately upon sale, or by using our own capital to hold the loans for investment, which generates revenue over the life of the loan.~~include:

~~Revenue~~•Net ~~from~~interest ~~loans HFS is recorded in “Marketplace revenue” and “Interest~~ income~~” on our Consolidated Statements of Income (Income Statement)~~. ~~Marketplace~~Interest ~~revenue~~earned ~~includes origination fees recorded at the time of loan origination and is monetized as cash from marketplace investor sale proceeds. Marketplace revenue also includes the gain~~ on ~~sales of~~ loans ~~(recognition~~retained ofon ~~servicing~~our ~~asset),~~balance ~~servicing fees received from marketplace investors over the life of the loan~~sheet, ~~and net fair value adjustments (gains or losses from sale prices in excess of or~~ less ~~than the loan principal amount sold and realized net charge-offs). We also earn~~ interest ~~income~~paid on ~~loans~~deposits ~~HFS between the time of origination~~ and ~~the~~other settlement date of the loan sales to marketplace investors. As loans are held on the Balance Sheet, incremental fair value adjustments on the loans are recorded in “Net fair value adjustments” within “Marketplace revenue,” whereas the associated interest-bearing ~~income, based on the loans’ contractual interest rate, is recorded within “Net interest income~~liabilities.”

~~Revenue from loans HFI at amortized cost is recorded in “Interest income” on our Income Statement.~~ •Origination fees. ~~and~~Fees ~~applicable~~charged ~~costs~~to onborrowers ~~loans HFI are deferred and are accreted through interest income, over the life of the loans and are accelerated when loans are paid~~ in ~~full~~connection ~~before~~with ~~their maturity date. The CECL allowance for HFI loans at amortized cost is calculated using a discounted cash flow (DCF) approach and is an estimate of~~ the ~~net present value of lifetime expected credit losses, which is initially recognized through earnings (as “Provision for credit losses”) at the time of~~ origination, ~~while the loan interest received and the accretion~~ of ~~deferred~~a ~~fees and costs are recognized according to the~~ loan~~’s contractual payment terms~~. Due to the timing difference caused by origination fee deferrals and upfront credit loss provisioning, earnings are disproportionately impacted from investment in our HFI loan portfolio (at amortized cost) before benefiting from higher levels of interest income in later periods.

~~HFI~~•Servicing ~~loans are measured at fair value if the Company elects the fair value option~~fees. WeFees ~~may~~to ~~elect~~compensate ~~the~~us ~~fair value option~~ for ~~certain~~servicing ~~HFI~~ loans. ~~Interest~~on ~~income~~behalf isof ~~recorded~~marketplace ~~under the effective interest method~~investors, ~~which~~including ~~considers~~managing ~~any~~payments ~~purchase~~from ~~premium~~borrowers orand ~~discounts.~~remittances Into ~~addition,~~those ~~purchase-related discounts absorb credit losses~~investors. ~~We record fair value adjustments on loans that are recorded at fair value in “Marketplace revenue” on our Income Statement.~~

~~Competition~~•Gain on sales of loans. In connection with loan sales to marketplace investors, we capitalize the initial fair value of servicing rights. A gain or loss is recorded based on the level to which the contractual servicing fee is above or below an estimated market rate of servicing at the time of sale.

~~The~~•Fair ~~financial~~value ~~services~~adjustments. ~~industry~~Adjustments isto ~~highly~~the ~~competitive,~~carrying ~~rapidly~~value ~~changing,~~of ~~highly innovative~~loans, ~~and~~for ~~subject~~which towe ~~regulatory~~have ~~scrutiny~~elected ~~and~~to ~~oversight.~~account Wefor ~~compete~~under ~~with~~the ~~financial~~fair ~~services~~value ~~providers such as banks~~option, ~~credit~~to ~~unions,~~reflect ~~and~~their ~~finance~~fair value.

The timing and classification of revenue depends, among other things, on whether the loans are accounted for at amortized cost or at fair value.

We elected to account for loans held for sale (HFS) under the fair value option. Revenue from HFS loans includes origination fees recognized at the time of loan origination, gain on sales of loans (recognition of servicing asset), servicing fees received from marketplace investors over the life of the sold loan, and net fair value adjustments

LENDINGCLUB CORPORATION

~~companies.~~(gains Weor ~~also~~losses ~~face increased competition~~ from ~~non-bank~~sale ~~institutions~~prices ~~such~~in asexcess ~~online and marketplace lending companies, as well as from financial services subsidiaries~~ of ~~commercial~~or ~~and~~less ~~manufacturing~~than ~~companies.~~the ~~Many~~loan ofprincipal ~~these~~amount ~~competitors~~sold ~~have less regulatory oversight~~ and ~~some~~realized ~~may~~net ~~have lower cost structures~~charge-offs). ~~The~~We ~~financial services industry is~~ also ~~likely~~earn tointerest ~~become~~income ~~more~~on ~~competitive~~HFS asloans ~~further~~from ~~technological~~the ~~advances~~time ~~enable~~of ~~more~~origination ~~companies~~until tothe ~~provide~~loans ~~financial~~have ~~services~~been sold.

Since becoming a bank in 2021 through 2025, loans originated as held for investment (HFI) were, and we expect will continue to be, accounted for at amortized cost. Revenue from HFI loans primarily consists of interest income, which includes the stated interest rate on the loans and the amortization of origination fees and marketing costs that are deferred at origination. We establish a CECL allowance on these loans based on an estimated net present value of lifetime expected credit losses. This allowance is initially recognized through earnings at the time of origination. Due to the timing difference caused by origination fee and marketing cost deferrals and upfront credit loss provisioning, earnings are initially disproportionately impacted from HFI loans accounted for at amortized cost before benefiting from higher levels of interest income in later periods. In addition, certain non-routine loan portfolio purchases designated as HFI were accounted under the fair value option on a transaction-specific basis, due to the short remaining duration of the acquired portfolios. Revenue from loan portfolio purchases includes interest income and net fair value adjustments which are recorded in current period earnings.

Effective January 1, 2026, we elected the fair value option to account for HFI loans that were originated on or after that date. Prior to this election, loans that were originated as HFI were, and we expect will continue to be, accounted for at amortized cost, which required the initial recognition of an allowance for lifetime expected credit losses under the CECL methodology, recognized within “Provision for credit losses” on the Income Statement. We believe that applying the fair value option, rather than the CECL methodology, to HFI loans more accurately reflects the in-period economic performance of the loans by better aligning the value of the loan to its then fair value. Under the fair value option, origination fee revenue and marketing costs are recognized in earnings at the time of loan origination, rather than being deferred, and changes in fair value of loans, including the impact of net credit losses, are recognized in current period earnings within “Net fair value adjustments” on the Income Statement. Further, by applying the fair value option to HFI loans, we are applying the same accounting methodology to all loans we originate after January 1, 2026, as both HFI and HFS loans will be measured at fair value.

Competition

The financial services industry is highly competitive and rapidly changing. We compete with a broad array of traditional and new financial services providers, including banks and non-banks. Some of these competitors have more resources and/or less regulatory oversight, and some may have lower cost structures. Further, the competition within the financial services industry is increasing as technology (such as artificial intelligence) enables efficiencies and innovations, additional companies obtain bank charters and non-banks expand the scope of their products and services.

See “Item 1A. Risk Factors – Substantial and increasing competition in our industry may harm our business” for further discussion of the potential impact of competition on our business.

Regulation and Supervision

General

The U.S. financial services and banking industry is highly regulated. The bank regulatory regime is intended primarily for the protection of customers, the public, the financial system and the Deposit Insurance Fund (DIF) of the Federal Deposit Insurance Corporation (FDIC), rather than our stockholders or creditors.

The legal and regulatory regime affects virtually all aspects of our operations. Statutes, regulations and regulatory and supervisory policies govern, among other things, the scope of activities that we may conduct and the manner in which we may conduct them; our business plan and growth; our board, management, and risk management infrastructure; the type, terms, and pricing of our products and services; our loan and investment portfolio; our capital and liquidity levels; our reserves against deposits; our ability to pay dividends, buy-back stock or distribute capital; and our ability to engage in mergers, acquisitions, strategic initiatives and transactions between LC Bank and its affiliates. The legal and regulatory regime is continually under review by legislatures, regulators and other governmental bodies, and changes regularly occur through the enactment or amendment of laws and regulations, through shifts in policy, implementation or enforcement or through legal challenges to new and/or existing agency regulations and interpretations. Changes are difficult to predict and could have significant effects on our business.

LENDINGCLUB CORPORATION

and its affiliates. The legal and regulatory framework is continually under review by legislatures, regulators and other governmental bodies, and changes regularly occur through the enactment or amendment of laws and regulations, through shifts in policy, implementation or enforcement or through legal challenges to new and/or existing agency regulations and interpretations. Changes are difficult to predict and could have significant effects on our business.

The material regulatory requirements that are applicable to us and our subsidiaries are summarized below. The description below, as well as other descriptions of laws and regulations in this Annual Report, are not intended to summarize all laws and regulations applicable to us and our subsidiaries, and are based upon the statutes, regulations, policies, interpretive letters and other written guidance that are in effect as of the date of this Annual Report.

Regulatory Framework

We are subject to regulation and supervision by multiple regulatory bodies. As a bank holding company, the Company is subject to the Bank Holding Company Act of 1956 (BHCA) and is subject to ongoing and comprehensive supervision, regulation, examination and enforcement by the Board of Governors of the Federal Reserve System (FRB). The FRB acts as the supervisor of the consolidated operations of bank holding companies.

As a national bank, LC Bank is subject to ongoing and comprehensive supervision, regulation, examination and enforcement by the Office of the Comptroller of the Currency (OCC). The OCC charges fees to national banks, including LC Bank, in connection with its supervisory activities. Further, ~~the~~as ~~Consumer~~a ~~Financial Protection Bureau (CFPB) has supervision and enforcement authority relating to federal consumer financial laws and regulations over~~ depository ~~institutions~~institution with assets ofover $10 billion ~~or more for four consecutive quarters. As of the filing of this Annual Report~~, LC Bank is ~~not~~ subject to supervision and enforcement byauthority ~~the~~relating ~~CFPB.~~to ~~However,~~federal weconsumer ~~currently~~financial ~~anticipate~~laws ~~that LC Bank will become subject to supervision~~ and ~~enforcement~~regulations by the ~~CFPB~~Consumer ~~later~~Financial inProtection ~~2025~~Bureau (CFPB).

LC Bank’s deposits are insured by the DIF of the FDIC up to applicable legal limits. As an FDIC-insured depository institution, LC Bank is subject under certain circumstances to supervision, regulation and examination by the FDIC. The FDIC charges deposit insurance assessments to FDIC-insured institutions, including LC Bank, to fund and support the DIF. The rate of these deposit insurance assessments is based on, among other things, the risk characteristics of LC Bank. The FDIC has the power to terminate LC Bank’s deposit insurance if it determines LC Bank is engaging in unsafe or unsound practices. Federal banking laws provide for the appointment of the FDIC as receiver in the event LC Bank were to fail, such as in connection with undercapitalization, insolvency, unsafe or unsound condition or other financial distress. In a receivership, the claims of the receiver for administrative expenses and the claims of LC Bank’s depositors (and those of the FDIC as subrogee of LC Bank) would have priority over other general unsecured claims against LC Bank.

LENDINGCLUB CORPORATION

support the DIF. The rate of these deposit insurance assessments is based on, among other things, the risk characteristics of LC Bank. The FDIC has the power to terminate LC Bank’s deposit insurance if it determines LC Bank is engaging in unsafe or unsound practices. Federal banking laws provide for the appointment of the FDIC as receiver in the event LC Bank were to fail, such as in connection with undercapitalization, insolvency, unsafe or unsound condition or other financial distress. In a receivership, the claims of the receiver for administrative expenses and the claims of LC Bank’s depositors (and those of the FDIC as subrogee of LC Bank) would have priority over other general unsecured claims against LC Bank.

We are subject to the disclosure and regulatory requirements of the Securities Act and the Exchange Act, both as administered by the SEC. Our common stock is listed on the New York Stock Exchange (NYSE) under the trading symbol “LC” and therefore we are also subject to the rules of the NYSE for listed companies.

Notwithstanding the forgoing, the ~~recent~~change ~~changes~~ in U.S. presidential administration and ~~the~~ composition of the U.S. Congress ishas ~~expected~~led to ~~lead to potentially~~ significant changes to the existence, priorities, scope, practices and/or staffing levels of various regulatory agencies. For example, in February 2025, the ~~Trump~~current presidential administration directed the CFPB to, among other things, suspend rule implementations and cease supervision activities; and while the CFPB is still operating, it has rescinded rules set under the prior U.S. presidential administration. For more information, see “Item 1A. Risk Factors – Changes in the legal, regulatory or political ~~regime~~environment could adversely affect our business, financial condition, and results of operations.”

Broad Powers to Ensure Safety and Soundness

A principal objective of the U.S. bank regulatory system is to ensure the safety and soundness of banking organizations. Safety and soundness is a broad concept that includes financial, operational, compliance and ~~reputational considerations, including matters such as capital, asset quality, quality of board and management oversight, earnings, liquidity, and sensitivity to market and interest rate risk.~~

LENDINGCLUB CORPORATION

reputational considerations, including matters such as capital, asset quality, quality of board and management oversight, earnings, liquidity, and sensitivity to market and interest rate risk.

The U.S. banking regulators have broad examination and enforcement authority. The regulators require banking organizations to file detailed periodic reports and regularly examine the operations of banking organizations. Banking organizations that do not meet the regulators’ supervisory expectations can be subjected to increased scrutiny and supervisory criticism. The regulators have various remedies available, which may be public or of a confidential supervisory nature, if they determine that an institution’s condition, management, operations or risk profile is unsatisfactory. The regulators may also take action if they determine that the banking organization or its management is violating or has violated any law or regulation. The regulators have the power to, among other things:

•require affirmative actions to correct any violation or practice;

•issue administrative orders that can be judicially enforced;

•direct increases in capital;

•direct the sale of subsidiaries or other assets;

•limit dividends and distributions;

•restrict growth and activities;

•set forth parameters, obligations and/or limitations with respect to the operation of our business;

•assess civil monetary penalties;

•remove officers and directors; and

•terminate deposit insurance.

Engaging in unsafe or unsound practices or failing to comply with applicable laws, regulations and supervisory agreements could subject us and our subsidiaries or their officers, directors and institution-affiliated parties to a broad variety of sanctions or remedies, including those described above.

LENDINGCLUB CORPORATION

Limits on Activities and Approval Requirements

The BHCA generally restricts the Company’s ability, directly or indirectly, to engage in, or acquire more than 5% of any class of voting securities of a company engaged in, activities other than those determined by the FRB to be so closely related to banking as to be a proper incident thereto. The Gramm-Leach-Bliley Act expanded the scope of permissible activities to include those that are financial in nature or incidental or complementary to a financial activity for a bank holding company that elects to be a financial holding company, which requires the satisfaction of certain conditions. We have not elected financial holding company status.

The bank regulatory ~~regime~~framework requires that we obtain prior approval of one or more regulators for various initiatives or corporate actions, including acquisitions or minority investments, the establishment, relocation or closure of branches, certain dividends or capital distributions. Regulators take into account a range of factors in determining whether to grant a requested approval, including the supervisory status of the applicant and its affiliates. Thus, there is no guarantee that a particular proposal by us would receive the required regulatory approvals.

The Community Reinvestment Act (CRA) requires federal banking regulators, in their review of certain applications by banking organizations, to take into account the applicant’s record in helping meet the credit needs of its community, including low- and moderate-income neighborhoods. LC Bank is subject to periodic examination under the CRA by the OCC, which will assign ratings based on the methodologies set forth in its regulations and guidance. Less favorable CRA ratings, or concerns raised under the CRA, may result in negative regulatory consequences for LC Bank. ~~The~~In ~~federal~~July ~~banking~~2025, ~~regulators have recently finalized reforms to~~ the ~~regulations~~federal ~~implementing~~banking ~~the~~regulators ~~CRA~~provided ~~that,~~notice ~~subject~~regarding toa ~~the~~change ~~outcome~~in ofposition ~~related~~on ~~litigation, may impact~~ how ~~certain~~the ~~activities~~examine ~~may~~banks beunder ~~considered,~~regulations ~~and~~implementing ~~how~~the ~~regulators~~CRA ~~may~~that ~~assess~~includes ~~performance,~~a ~~under~~potential ~~the~~for ~~CRA.~~

LENDINGCLUB CORPORATION

implementing new proposed rules, and subject to the outcome of related litigation and/or implementation of the new proposed rules, may impact how certain activities may be considered, and how regulators may assess performance, under the CRA.

Company as Source of Strength for LC Bank

Federal law and the FRB policy require that a bank holding company serve as a source of financial and managerial strength for any FDIC-insured depository institution that it controls. Thus, if LC Bank were to be in financial distress or to otherwise be viewed by the regulators as in an unsatisfactory condition, then the Federal Reserve has the authority to require the Company to act as a source of strength for LC Bank, which could include providing additional capital or liquidity support, or take other action, in support of LC Bank, even if doing so is not otherwise in the best interest of the Company.

Capital and Liquidity Requirements and Prompt Corrective Action

The Company and LC Bank are expected to have established policies and practices for identifying, measuring, monitoring and controlling their funding and liquidity risks. The banking regulators view capital levels as important indicators of an institution’s financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain a specified level of capital relative to the amount and types of assets they hold. While capital can serve as an important cushion against losses, higher capital requirements can also adversely affect an institution’s ability to grow and/or increase leverage through deposit-gathering or other sources of funding.

The Company and LC Bank are each subject to generally similar capital requirements adopted by the FRB and the OCC, respectively. These requirements establish required minimum ratios for common equity tier 1 (CET1) risk-based capital, Tier 1 risk-based capital, total risk-based capital and a Tier 1 leverage ratio; set risk-weighting for assets and certain other items for purposes of the risk-based capital ratios; require an additional capital conservation buffer over the minimum required capital ratios in order to avoid certain limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses; and define what qualifies as capital for purposes of meeting the capital requirements. The U.S. capital requirements generally are modeled off the Capital Accords of the Basel Committee on Banking Supervision (BCBS). Specifically, the capital thresholds in order to be regarded as a well-capitalized institution under the BCBS standardized approach for U.S. banking organizations are as follows: a CET1 risk-based capital ratio of 6.5%, a Tier 1 risk-based capital ratio of 8.0%, a total risk-based capital ratio of 10.0% and a Tier 1 leverage ratio of 5.0%. The regulators assess any particular institution’s capital adequacy based on numerous factors and may require a particular banking organization to maintain capital at levels higher than the generally applicable minimums.

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risk-based capital ratio of 6.5%, a Tier 1 risk-based capital ratio of 8.0%, a total risk-based capital ratio of 10.0% and a Tier 1 leverage ratio of 5.0%. The regulators assess any particular institution’s capital adequacy based on numerous factors and may require a particular banking organization to maintain capital at levels higher than the generally applicable minimums.

The Federal Deposit Insurance Act provides for a system of “prompt corrective action” (PCA). The PCA regime provides for capitalization categories ranging from “well-capitalized” to “critically undercapitalized.” An institution’s PCA category is determined primarily by its regulatory capital ratios. The PCA requires remedial actions and imposes limitations that become increasingly stringent as an institution’s condition deteriorates and its PCA capitalization category declines. Among other things, institutions that are less than well-capitalized become subject to increasingly stringent restrictions on their ability to accept and/or rollover brokered deposits.

In addition to capital requirements, depository institutions are required to maintain noninterest-bearing reserves at specified levels against their transaction accounts and certain non-personal time deposits.

Regulatory Limits on Dividends and Distributions

The ability of the Company or LC Bank to pay dividends, repurchase stock and make other capital distributions is limited by regulatory capital rules and other aspects of the regulatory regime. For example, a policy statement of the FRB provides that, among other things, a bank holding company generally should not pay dividends if its net income for the past year is not sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the company’s capital needs, asset quality, and overall financial condition. Because substantially all of our business activities, income and cash flow are expected to be generated by LC Bank, an inability of LC Bank to pay dividends or distribute capital to the Company would adversely affect the Company’s liquidity.

See “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 20. Regulatory Requirements” and “Item 1A. Risk Factors – Risks Related to Regulation, Supervision and Compliance” for additional information.12

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income for the past year is not sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the company’s capital needs, asset quality, and overall financial condition. Because substantially all of our business activities, income and cash flow are expected to be generated by LC Bank, an inability of LC Bank to pay dividends or distribute capital to the Company would adversely affect the Company’s liquidity.

See “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 19. Regulatory Requirements” and “Item 1A. Risk Factors – Risks Related to Regulation, Supervision and Compliance” for additional information.

Consumer Protection

We are subject to a broad array of federal, state and local laws and regulations that govern almost every aspect of our business relationships with consumers. These laws relate to, among other things, the content and adequacy of disclosures, pricing and fees, fair lending, anti-discrimination, privacy, cybersecurity, usury, mortgages and housing finance, lending to service members, escheatment, debt collection, loan servicing, collateral secured lending, availability of funds and unfair, deceptive or abusive acts or practices.

The CFPB has broad authority related to federal consumer ~~protection~~financial laws and regulations impacting the provision of consumer financial products and services, and has substantial power to define the rights of consumers and responsibilities of ~~lending~~financial institutions. In addition, the CFPB has primary supervision and enforcement authority relating to these federal consumer financial ~~protection~~ laws and regulations over banks with assets of $10 billion or more. As noted above, ~~the~~as ~~CFPB~~a ~~has supervision and enforcement authority relating to federal consumer financial laws and regulations over~~ depository ~~institutions~~institution with assets ofover $10 billion ~~or more for four consecutive quarters. As of the filing of this Annual Report~~, LC Bank is ~~not~~ subject to supervision and enforcement byauthority ~~the~~relating ~~CFPB.~~to ~~However,~~federal weconsumer ~~currently~~financial ~~anticipate~~laws ~~that LC Bank will become subject to supervision~~ and ~~enforcement~~regulations by the CFPB ~~later in 2025~~. ~~The~~Many ~~foregoing notwithstanding, many~~ consumer ~~protection~~financial laws and regulations adopted or amended by the CFPB currently apply to us and, prior to the CFPB, the OCC ~~supervises~~supervised our compliance with respect to these laws and regulations.

If we fail to comply with these laws and regulations, we may be subject to significant penalties, judgments, other monetary or injunctive remedies, lawsuits (including putative class action lawsuits and actions by state and local attorneys general or other officials), customer rescission rights, supervisory or enforcement actions, and civil or criminal liability.

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Anti-Money Laundering, Sanctions and Financial Crime

We are subject to a wide range of laws related to anti-money laundering (AML), anti-corruption, anti-bribery, economic sanctions and prevention of financial crime, including the Bank Secrecy Act, the USA PATRIOT Act and economic sanctions programs. We are required to, among other things, maintain an effective anti-money laundering and counter-terrorist compliance program, identify and file suspicious activity and currency transaction reports, and block or reject transactions with sanctioned persons or jurisdictions. Compliance with these laws requires significant investment of management attention and resources. These laws are enforced by a number of federal and state regulatory and enforcement authorities, including the FRB, OCC, Office of Foreign Assets Control, the Financial Crimes Enforcement Network, the U.S. Department of Justice, Drug Enforcement Administration, and Internal Revenue Service. Failure to comply with these laws, or to meet our regulators’ supervisory expectations in connection with these laws, could subject us to supervisory or enforcement action, significant financial penalties, criminal liability and/or reputational harm.

Third-Party Relationship Risk Management

We utilize third-party service providers to perform a wide range of operations and other functions, which may present various risks. Our regulators expect us to maintain an effective program for managing risk arising from third-party relationships, which should be commensurate with the level of risk and complexity of our business and our third-party relationships. If not managed effectively, the use of third-party service providers may expose us to risks that could result in regulatory action, financial loss, litigation, and reputational harm.

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Privacy, Information Technology and Cybersecurity

We are subject to various laws related to the privacy of consumer information. For example, the Company and its subsidiaries are required under federal law periodically to disclose to their retail clients the Company’s policies and practices with respect to the sharing of nonpublic client information with their affiliates and others, and the confidentiality and security of that information. In some cases, LC Bank must obtain a consumer’s consent before sharing information with an unaffiliated third party, and LC Bank must allow a consumer to opt out of LC Bank’s sharing of information with its affiliates for marketing and certain other purposes. We are also subject to laws and regulatory requirements related to information technology and cybersecurity. For example, the Federal Financial Institutions Examination Council (FFIEC), which is a council comprised of the primary federal banking regulators, has issued guidance and supervisory expectations for banking organizations with respect to information technology and cybersecurity. Our regulators regularly examine us for compliance with applicable laws and adherence to industry best practices with respect to these topics. For example, they will evaluate our security of user and customer credentials, business continuity planning, and the ability to identify and thwart cyber-attacks. The federal banking regulators have also implemented rules to require banks and their service providers to provide certain notification when certain cybersecurity incidents occur.

State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently, several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. Many states have also recently implemented or modified their data breach notification and data privacy requirements. For example, the California Privacy Rights Act of 2020 became fully operative on January 1, 2023. We expect this trend of state-level activity in those areas to continue and are monitoring developments in the states in which our customers are located.

Limitations on Transactions with Affiliates and Loans to Insiders

LC Bank is subject to restrictions on its ability to conduct transactions with affiliates and other related parties. For example, federal banking laws impose quantitative limits, qualitative requirements, and collateral standards on certain extensions of credit and other transactions by an insured depository institution with, or for the benefit of, its affiliates. In addition, most types of transactions by an insured depository institution with, or for the benefit of, an affiliate must be on terms substantially the same or at least as favorable to the insured depository institution as if the transaction were conducted with an unaffiliated third party. Federal banking laws also impose restrictions and procedural requirements in connection with the extension of credit by an insured depository institution to directors, executive officers, principal stockholders (including the Company) and their related interests. In addition, extensions of credit between an insured depository institution and its executive officers, directors, principal stockholders, and their related interests are also limited by federal law. The Sarbanes-Oxley Act generally prohibits loans by public companies to their executive officers and directors. However, there is a specific exception for loans by financial institutions, such as LC Bank, to its executive officers and directors that are made in compliance with federal banking laws.

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affiliate must be on terms substantially the same or at least as favorable to the insured depository institution as if the transaction were conducted with an unaffiliated third party. Federal banking laws also impose restrictions and procedural requirements in connection with the extension of credit by an insured depository institution to directors, executive officers, principal stockholders (including the Company) and their related interests. In addition, extensions of credit between an insured depository institution and its executive officers, directors, principal stockholders, and their related interests are also limited by federal law. The Sarbanes-Oxley Act generally prohibits loans by public companies to their executive officers and directors. However, there is a specific exception for loans by financial institutions, such as LC Bank, to its executive officers and directors that are made in compliance with federal banking laws.

Acquisition of a Significant Interest in the Company

Banking laws impose various regulatory requirements on parties that may seek to acquire a significant interest in the Company. For example, the Change in Bank Control Act of 1978 would generally require that any party file a formal notice with, and obtain non-objection of, the FRB prior to acquiring (directly or indirectly, whether alone or acting in concert with any other party) 10% or more of any class of voting securities of the Company. Further approval requirements and significant ongoing regulatory consequences would apply to any company that (directly or indirectly, whether alone or as part of an association with another company) seeks to acquire “control” of the Company or LC Bank for purposes of the BHCA. The determination whether a party “controls” a depository institution or its holding company for purposes of these laws is based on applicable regulations and all of the facts and circumstances surrounding the investment.

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Effect on Economic Environment

The policies of regulatory authorities, including the monetary policy of the FRB, have a significant effect on the operating results of bank holding companies and their subsidiaries. Among the means available to the FRB to affect the money supply are open market operations in U.S. government securities, changes in the discount rate on borrowings and changes in reserve requirements with respect to deposits. These means are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may affect interest rates charged on loans or paid for deposits. The FRB monetary policies have materially affected the operating results of commercial banks in the past and are expected to continue to do so in the future. Although we conduct stress tests to measure and prepare for the impact of potential changes in monetary policy, we cannot predict with certainty the nature of future monetary policies and the effect of such policies on our business and earnings.

Issuing Bank Model

Prior to becoming a bank holding company and establishing LC Bank, our issuing bank for unsecured personal and auto refinance loans was WebBank, a Utah-chartered industrial bank. Our partner banks for education and patient finance loans were NBT Bank and Comenity Capital Bank~~, which originate and service such loans~~. NBT Bank is subject to oversight by the OCC and was phased out as a partner in 2021. Comenity Capital Bank, which originates, owns and services its loans, is subject to oversight by the FDIC and the Utah Department of Financial Institutions, and continues to be a partner. These authorities impose obligations and restrictions on our activities and the loans facilitated through our lending marketplace through issuing and partner banks. ~~There~~With respect to the issuing bank model, there have been challenges to the ability of a bank to “export” interest rates permitted by the laws of the state where the bank is located. For more information, see “Item 1A. Risk Factors – Any challenge to or adverse consequence from our prior use of the issuing bank partnership model (or litigation or legislation aimed at thwarting certain transactions based on this model) may harm our business.”

Regulatory Examinations and Actions Relating to the Company’s Legacy Business

The Company is ~~routinely~~ subject to examination for compliance with applicable laws and regulations in the states in which it is licensed. Prior to becoming a bank holding company and establishing LC Bank, the Company conducted its business as a non-bank entity and maintained various financial services licenses in numerous jurisdictions. Since establishing LC Bank, the vast majority of the Company’s business is conducted through LC Bank pursuant to the laws applicable to national banks. Accordingly, many state level regulations and licensing requirements no longer apply to the Company in part because: (i) it is a bank holding company operating a national bank and therefore subject to the purview of the federal banking regulations and regulators, and (ii) the Company has ceased certain types of operations that were unique to its legacy business model, such as the LendingClub Member Payment Dependent Notes (Retail Notes) program.

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jurisdictions. Since establishing LC Bank, the vast majority of the Company’s business is conducted through LC Bank pursuant to the laws applicable to national banks. Accordingly, many state level regulations and licensing requirements no longer apply to the Company in part because: (i) it is a bank holding company operating a national bank and therefore subject to the purview of the federal banking regulations and regulators, and (ii) the Company has ceased certain types of operations that were unique to its legacy business model, such as the LendingClub Member Payment Dependent Notes (Retail Notes) program.

Therefore, the Company has returned, and may continue to return, certain state financial services licenses that were used for legacy business activities that have since been discontinued. Nevertheless, even after state financial services licenses are returned, the Company may continue to be subject to the regulation, supervision and enforcement of various state regulatory authorities with respect to legacy or residual activities. Furthermore, the Company continues to maintain certain state licenses, which continue to subject the Company to the regulation, supervision and enforcement of some state regulatory authorities.

For more information on how the regulatory environment, enforcement actions, findings and ratings could also have an impact on our strategies, the value of our assets, or otherwise adversely affect our business see “Item 1A. Risk Factors – Risks Related to Regulation, Supervision and Compliance.”

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Intellectual Property

To establish and protect our technology and intellectual property rights, we rely on a combination of copyright, trade secret and other rights, as well as confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other contractual rights. We are not dependent on any one patent, related group of patents, or any other single right to use intellectual property. Despite our efforts to protect our proprietary rights, third parties may, in an authorized or unauthorized manner, attempt to use, copy, or otherwise obtain and market or distribute our intellectual property rights or technology, or otherwise develop a product with the same functionality as our solution. In addition, our competitors may develop products that are similar to our technology. Policing all unauthorized use of our intellectual property rights is nearly impossible, and we cannot be certain that the steps we have taken or will take in the future will prevent misappropriations of our technology or intellectual property rights.

Human Capital

The Company and its consolidated subsidiaries had 1,~~002~~075 employees as of December 31, ~~2024~~2025, all of whom were located in the United States. Our success depends, in large part, on our ability to recruit, develop, motivate, and retain employees with the skills to execute our long-term strategy. We participate in a competitive market for talent and aim to distinguish ourselves by offering our employees the opportunity to make a meaningful positive impact on the financial success of Americans in an innovative technology-oriented environment. We also offer competitive compensation and benefits. Our compensation programs consist primarily of base salary, annual corporate bonus opportunity, and long-term equity and cash awards. We periodically conduct pay equity surveys to ensure our compensation programs are applied equitably across our workforce. Our benefits programs consist of comprehensive health, dental, and welfare benefits, including a 401(k) matching program and standalone mental health coverage. Since 2022, we have adopted a hybrid in-office work model.

We strive to create a welcoming and empowering environment where our employees feel that they are reaching their full potential, are highly engaged and are doing what they do best every day to accomplish our mission and vision. We support our employees professionally through onboarding programs, on-the-job training, career development sessions and performance check-ins. We monitor employee satisfaction and engagement through semi-annual engagement surveys. Our employee experience has earned a number of external recognitions, including being named to Newsweek’s list of the most loved workplaces.

Diversity of background and experience are core to our corporate culture because, among other things, we believe a diversity of talent better reflects, and thereby better allows us to serve, our customer base. We ~~therefore~~have ~~consider~~executive-sponsored leadership programs and resource groups for all employees, as well as an allyship program designed to provide all interested employees with mentorship opportunities designed to enhance community and inclusiveness within the workplace. We also maintain a Business Conduct and Ethics Policy, which, among other things, sets forth numerous policies designed to provide for a safe, ethical, respectful and compliant work environment.

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diversity when making hiring decisions and aim for a diverse candidate slate and interview panel for open roles. We have executive-sponsored leadership programs and resource groups for all employees as well as an allyship program designed to provide all interested employees with mentorship opportunities designed to enhance community and inclusiveness within the workplace. We also maintain a Business Conduct and Ethics Policy, which, among other things, sets forth numerous policies designed to provide for a safe, ethical, respectful and compliant work environment.

As of December 31, 2024, our full-time workforce was 44% female and 51% non-white.

Available Information

Our website address is www.lendingclub.com. At our investor relations website, ir.lendingclub.com, we make available free of charge the following information and capabilities:

•Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC;

•Press releases, including with respect to our quarterly earnings;

•Announcements of public conference calls and webcasts;

•Corporate governance information, including our certificate of incorporation, bylaws, governance guidelines, committee charters, business conduct and ethics policy, and other governance-related policies;

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•Other news and market data that we may post from time to time that investors might find useful or interesting; and

•Opportunity to sign up for email notifications.

In addition to announcing material financial information through our investor relations website, press releases, SEC filings, and public conference calls and webcasts, we also intend to use other online and social media channels, including our ~~Blog~~Resource Center (~~http~~https://~~blog~~www.lendingclub.com/resource-center), ~~and~~ X (formerly Twitter) handles (@LendingClub and @LendingClubIR) toand ~~disclose~~Facebook page (https://www.facebook.com/LendingClubTeam) as a means of disclosing material non-public information and to comply with our disclosure obligations under Regulation FD.

The contents of the websites referred to above are not incorporated into this filing or in any other report or document on file with the SEC. Further, our references to the URLs for these websites are intended to be inactive textual references only.

The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

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Item 1A. Risk Factors

You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report, including the section titled “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes. While we believe the risks and uncertainties described below include all material risks currently known by us, it is possible that these may not be the only ones we face. If any of the risks actually occur, our business, financial condition, operating results and prospects could be materially and adversely affected.

Risk Factors Summary

Our business is subject to a number of risks that may adversely affect our business, financial condition and results of operations. These risks are discussed more fully below and include, but are not limited to:

Risks Related to Regulation, Supervision and Compliance

•operating within the bank regulatory ~~regime~~framework and to the satisfaction of the banking regulators;

•our compliance with applicable laws and regulations (including applicable foreign laws);

•the impact of any changes to the legal, regulatory and/or political environment;

•the adequacy of our allowance for loan losses;

•operating within capital and liquidity regulations and requirements; and

•the adequacy and effectiveness of our risk management framework~~; and~~.

•the impact of any changes to the legal, regulatory and/or political regime.

Risks Related to Operating Our Business

•holding loans on our balance sheet and associated credit, default and liquidity risks;

•selling loans through our marketplace bank platform;

•maintaining and increasing loan originations;

•maintaining our deposit base;

•our ability to develop and commercialize products and services;

•maintaining adequate liquidity;

•the impact of litigation and government and regulatory investigations, inquiries and requests;

•disruptions in our technology systems or failures in our technology initiatives;

•maintaining, protecting and promoting our brand;

•managing, and the impact of, fraudulent activity;

•forecasting demand for loans;

•M&A and related integration activity;

•offering a breadth and volume of loan purchase and investment opportunities for marketplace investors;

•our prior use of the issuing bank partnership model;

•breaches of certain representations and warranties made to others; and

•our ability to manage indebtedness.

Risks Related to Macroeconomic Conditions or Other External Factors

•the impact of the current economic environment, including related uncertainties;

•fluctuations in interest rates;

•a decline in overall social and economic conditions;

•the political environment and governmental fiscal/monetary policies;

•negative publicity and media coverage; and

•the impact of geopolitical events, natural disasters, infrastructure failures and other business interruptions.

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Risks Related to Credit and Collections

•the accuracy and effectiveness of our credit decisioning models;

•the effectiveness of our collection efforts; and

•the accuracy of credit and other information received from borrowers or third parties.

Risks Related to Our Industry

•our ability to compete; and

•the soundness of other financial institutions.

Risks Related to Personnel and Third Parties

•attracting and retaining employees;

•the impact of any misconduct or errors;

•our reliance on, and relationship with, third parties; and

•the failure or circumvention of our controls and procedures.

Risks Related to Data, Intellectual Property and Privacy

•security incidents, failures and bugs in our systems;

•the impact of cyber-attacks suffered by third parties;

•the collection, storage and use of personal data;

•protecting our intellectual property rights;

•the development and use of artificial intelligence; and

•our use of open-source software.

Risks Related to Tax and Accounting

•changes in tax laws and our ability to use our deferred tax asset;

•our net gain (loss) position; and

•changes in accounting standards and incorrect estimates and assumptions.

Risks Related to the Ownership of Our Common Stock

•the volatility of our stock price and fluctuations in quarterly results;

•the availability and content of research and reports by analysts;

•future equity dilution;

•our anti-takeover provisions and restrictions in accumulating a position in the Company; ~~and~~

•the use and impact of our share repurchase and acquisition program and related stock price volatility; and

•our intention to not pay dividends in the foreseeable future.

RISKS RELATED TO REGULATION, SUPERVISION AND COMPLIANCE

We operate in a highly regulated environment that affects virtually all aspects of our operations, and the need to comply with applicable laws, regulations and supervisory expectations can materially impact our business, financial condition and results of operations.

We are subject to extensive regulation, supervision and legal requirements that affect virtually all aspects of our operations. The regulatory ~~regime~~framework governing banking organizations is generally intended to protect customers, depositors, the Deposit Insurance Fund and the overall financial stability of the United States, not our stockholders or creditors. See “Item 1. Business – Regulation and Supervision” for information on the regulation and supervision framework which governs our Company and its activities.

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We are supervised and regularly examined and inspected by our regulators, including the FRB, ~~and~~ OCC. ~~Further, we currently anticipate that we will also be regulated by,~~ and ~~thereby subject to supervision and enforcement by, the~~ CFPB ~~in 2025~~. Our regulators have extensive authority and discretion in their interpretation, implementation, supervision and enforcement of the regulatory regime, including on matters related to:

•dividends or capital distributions by LC Bank or the Company;

•capital and liquidity requirements applicable to us, including the imposition of requirements more stringent than those required under generally applicable laws;

•the types and terms of products we offer, activities we may conduct or investments we may make;

•the composition, risk characteristics, potential adverse classification, allowance and risk reserves in connection with our loans or other assets;

•our deposit-gathering and other funding sources;

•the quality of our board and management oversight;

•the effectiveness of our risk management and compliance programs, including with respect to consumer protection, information technology, cybersecurity, third-party risk management, anti-money laundering and sanctions;

•LC Bank’s commitment to helping meet the credit needs of low- and moderate-income neighborhoods under the Community Reinvestment Act of 1977;

•their willingness to approve applications, such as the establishment, relocation or closure of new branches, the commencement of new activities, or the conduct of mergers and acquisitions; and

•our rate of growth and other expansionary or strategic initiatives.

We continue to devote substantial time and resources to compliance and meeting our regulators’ supervisory expectations, which will adversely affect our profitability and may adversely affect our ability to pursue advantageous business opportunities.

Failure to comply with applicable laws, regulations or commitments, or to satisfy our regulators’ supervisory expectations, could subject us to, among other things, supervisory or enforcement action, which could adversely affect our business, financial condition and results of operations.

If we do not comply with applicable laws, regulations or commitments, if we are deemed to have engaged in unsafe or unsound conduct, or if we do not satisfy our regulators’ supervisory expectations, then we may be subject to increased scrutiny, supervisory criticism, governmental or private litigation and/or a wide range of potential monetary penalties or consequences, enforcement actions, criminal liability and/or reputational harm. Such actions could be public or of a confidential nature, and arise even if we are acting in good faith or operating under a reasonable interpretation of the law and could include, for example, monetary penalties, payment of damages or other monetary relief, restitution or disgorgement of profits, directives to take remedial action or to cease or modify practices, restrictions on growth or expansionary proposals, denial or refusal to accept applications, removal of officers or directors, prohibition on dividends or capital distributions, increases in capital or liquidity requirements and/or termination of LC Bank’s deposit insurance. Additionally, compliance with applicable laws, regulations and commitments requires significant investment of management attention and resources. Any failure to comply with applicable laws, regulations or commitments could have an adverse effect on our business, financial condition and results of operations.

Changes in the legal, regulatory or political environment could adversely affect our business, financial condition, and results of operations.

Laws, regulations and supervisory expectations, and the manner in which they are interpreted and enforced, are constantly changing. Governments could pass legislation, regulations or adopt policies based on changes in leadership, shifting priorities, the stability of the banking system or in response to current financial conditions.

Further, the change in U.S. presidential administration and the composition of the U.S. Congress is resulting in significant changes in governing ideology and style, legislative, regulatory or policy priorities and/or the existence,

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priorities, scope, practices and/or staffing levels of regulatory agencies. For example, in February 2025, the current presidential administration directed the CFPB to, among other things, suspend rule implementations and cease supervision activities; and while the CFPB is still operating, it has rescinded rules set under the prior U.S. presidential administration. Additionally, changes in the leadership of federal banking agencies may impact supervision, examination and enforcement priorities and rulemaking of such agencies and may result in changes to interpretations of existing rules and guidance. Further, in January 2026, the current presidential administration proposed a 10% interest rate cap for credit cards which, if implemented, and depending on how it is implemented, could have an adverse effect on our business and results of operations, including reducing borrower demand for our loans given a significant portion of loan customers use our personal loan product to refinance existing higher interest rate credit card debt into a lower interest rate personal loan with us. Additionally, if the proposal for an interest rate cap (and any related legislation or executive order) extends to other forms of consumer credit such as personal loans, and, depending on how that would be implemented, our business and financial results could be materially and adversely impacted as we would be unable to offer our current personal loan product to many customers that we currently are able to serve. We cannot predict what other changes, if any, will be made to the legal and regulatory framework, whether the changes will be retained or the effect that such changes may have on our future business and earnings prospects.

Changes to the legal, regulatory or political environment may require material modifications to our products, services and operations, require significant investments of management attention and resources, or expose us to potential liability for past practices. Changes to the legal and regulatory framework, such as through amendments to laws and regulations, legal challenges to new and existing agency regulations and interpretations, imposition of supervisory action, or shifts in governmental or regulatory policies, practices or priorities may have a material adverse impact on our operations, including the cost to conduct business, our results of operations and what products and services we can offer.

Further, as a result of changes in priorities and/or leadership at federal, state and/or local levels, we may become subject to different and potentially conflicting requirements and expectations in the jurisdictions in which we operate or that may attempt to exercise jurisdiction over us, which may make it more challenging and/or resource intensive to comply with applicable laws and could have an adverse effect on our business and results of operations. For example, in March 2025, the SEC voted to abandon its defense of its 2024 climate-related disclosure rules, effectively pausing, and likely reversing, the mandate for issuer companies to report greenhouse gas emissions and climate risks. However, California and other states are continuing forward with, or contemplating, their own climate-related disclosure rules; though the California rules are being legally challenged and the outcome of such challenges is currently unknown.

Our allowance for loan losses may not be adequate to cover actual losses.

WeThrough ~~maintain~~its anadoption ~~allowance~~of ~~for~~the ~~loan~~CECL ~~losses~~methodology, tothe ~~provide~~Financial ~~for~~Accounting ~~loan~~Standards ~~defaults~~Board ~~and~~(FASB) ~~non-performance.~~implemented Wean ~~reserve~~accounting ~~for~~model ~~loan~~to measure credit losses byfor ~~establishing~~financial anassets ~~allowance~~measured ~~that~~at isamortized ~~based~~cost. onEffective ~~our~~January ~~assessment~~1, of2026, ~~loan~~we ~~losses~~elected inthe ~~our~~fair ~~loan~~value ~~portfolio.~~option ~~Further~~accounting methodology, ~~through~~in ~~its~~lieu ~~adoption~~ of ~~the~~ CECL ~~model~~, ~~the~~to ~~Financial~~account ~~Accounting~~for ~~Standards~~newly ~~Board~~originated ~~(FASB)~~HFI ~~implemented~~loans anand ~~accounting~~therefore ~~model~~all tonewly ~~measure~~originated ~~credit~~loans ~~losses~~are being accounted for ~~financial~~under ~~assets~~the ~~measured~~fair atvalue ~~amortized~~option ~~cost~~methodology. However, ~~which~~as ~~includes~~of the ~~vast~~date of this Annual Report, the majority of our loan portfolio. ~~Under~~reflects ~~this~~HFI ~~model~~loans originated prior to January 1, 2026, which are being, and we expect will continue to be, accounted for under the CECL methodology. Under CECL, we maintain an allowance isfor ~~established~~loan losses to ~~reserve~~provide for loan defaults and non-performance that reflects management’s best estimate of expected lifetime losses inherent in our finance receivables and loan portfolio.

19The process for determining the amount of the allowance requires subjective and complex judgments about the future, including forecasts of economic or market conditions that might impair the ability of borrowers to repay their loans. Changes in economic conditions affecting borrowers, revisions to accounting rules and related guidance, new qualitative or quantitative information about existing loans, identification of additional problem loans, changes in the size or composition of our finance receivables and loan portfolio, changes to our loss estimation techniques including consideration of forecasted economic assumptions, and other factors, both within and outside of our

LENDINGCLUB CORPORATION

The process for determining the amount of the allowance requires subjective and complex judgments about the future, including forecasts of economic or market conditions that might impair the ability of borrowers to repay their loans. Changes in economic conditions affecting borrowers, revisions to accounting rules and related guidance, new qualitative or quantitative information about existing loans, identification of additional problem loans, changes in the size or composition of our finance receivables and loan portfolio, changes to our loss estimation techniques including consideration of forecasted economic assumptions, and other factors, both within and outside of our control, may require an increase in the allowance for loan losses. We may also underestimate expected lifetime losses and therefore take additional allowance to account for such losses and/or fail to hold a sufficient allowance for such losses.

A decline in the national economy or the local economies of any areas in which the loans are concentrated could result in an increase in loan delinquencies, foreclosures or repossessions resulting in increased charge-off amounts and the need for additional loan loss allowances in future periods. In addition, our regulators may require us to make a provision for loan losses or otherwise recognize further loan charge-offs following their periodic review of our loan portfolio, our underwriting procedures, and our loan loss allowance.

We are subject to stringent capital and liquidity regulations and requirements.

LendingClub Corporation is the parent company of and a separate and distinct legal entity from LC Bank. Legal entity liquidity is an important consideration as there are legal, regulatory and other limitations on our ability to utilize liquidity from one legal entity to satisfy the liquidity requirements of another, which could result in adverse liquidity events at ~~either~~ LendingClub Corporation and/or LC Bank. In particular, LC Bank is subject to laws that restrict dividend payments or authorize regulatory bodies to block or reduce the flow of funds from ~~those~~a ~~subsidiaries~~subsidiary to ~~the~~their parent company or other affiliates. Applicable laws and regulations, including capital and liquidity requirements, could restrict our ability to transfer funds between LC Bank and LendingClub Corporation, which could adversely affect our cash flow and financial condition. Additionally, applicable laws and regulations may restrict what LendingClub Corporation is able to do with the liquidity it does possess, which may adversely affect our business and results of operations.

Bank holding companies, including the Company, are subject to capital and liquidity standards. From time to time, regulators may implement changes to these capital adequacy and liquidity requirements. If the Company fails to meet these minimum capital adequacy and liquidity guidelines and other regulatory requirements, its business activities, including lending, and its ability to expand could be limited. It could also result in the Company being required to take steps to increase its regulatory capital that may not otherwise be in the best interest of the Company or may be dilutive or adverse to stockholders, including issuing equity or borrowing funds to increase capital, limiting the Company’s ability to pay dividends to stockholders or limiting the Company’s ability to invest in assets even if deemed more desirable from a financial and business perspective.

Our business may be adversely affected if our risk management framework does not effectively identify, assess and mitigate risk.

Our risk management framework seeks to appropriately balance risk and return and mitigate our risks, including risks attributable to third parties. We have established policies intended to regularly identify and assess our risk profile, including credit risk, pricing risk, liquidity risk, strategic risk and operational risk, and then implement appropriate processes and controls to mitigate risk.

If our risk management framework does not effectively identify, assess and/or mitigate our risk profile, we could suffer unexpected losses or be adversely affected, which could have a material adverse effect on our business. For example, assessment of our risk profile depends, in part, upon the use of forecasting models. If these models are ineffective at predicting future losses or are otherwise inadequate, we may incur unexpected losses or otherwise be adversely affected. In addition, the information we use may be inaccurate or incomplete, both of which may be difficult to detect and avoid. Additionally, there may be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated.

20Finally, our risk management framework may be deemed insufficient or inadequate by our regulators, which has in the past required, and may in the future require, that we invest additional resources into remediating any deficiencies and which has adversely impacted, and may in the future impact, our ability to operate our business until the revised framework is deemed sufficient and adequate by our regulators.

LENDINGCLUB CORPORATION

Finally, our risk management framework may be deemed insufficient or inadequate by our regulators, which has in the past required, and may in the future require, that we invest additional resources into remediating any deficiencies and adversely impacted our ability to operate our business until the revised framework is deemed sufficient and adequate by our regulators.

Changes in the legal, regulatory or political regime could adversely affect our business, financial condition, and results of operations.

Laws, regulations and supervisory expectations, and the manner in which they are interpreted and enforced, are constantly changing. Governments could pass legislation or adopt policies based on changes in leadership, shifting priorities, the stability of the banking system or in response to current financial conditions. Further, the recent change in U.S. presidential administration and the composition of the U.S. Congress is expected to lead to potentially significant changes in governing ideology and style, legislative, regulatory or policy priorities and/or the existence, priorities, scope, practices and/or staffing levels of regulatory agencies. For example, in February 2025, the Trump administration directed the CFPB to, among other things, suspend rule implementations and cease supervision activities. We cannot predict what other changes, if any, will be made to the legal and regulatory regime, whether the changes will be retained or the effect that such changes may have on our future business and earnings prospects.

Changes to the legal, regulatory or political regime may require material modifications to our products, services and operations, require significant investments of management attention and resources, or expose us to potential liability for past practices. Changes to the legal and regulatory regime, such as through amendments to laws and regulations, legal challenges to new and existing agency regulations and interpretations, imposition of supervisory action, or shifts in governmental or regulatory policies, practices or priorities may have a material adverse impact on our operations, including the cost to conduct business, our results of operations and what products and services we can offer. Further, as a result of changes in priorities and/or leadership at federal, state and/or local levels, we may become subject to different and potentially conflicting requirements and expectations in the jurisdictions in which we operate or that may attempt to exercise jurisdiction over us, which may have an adverse effect on our business and results of operations.

Participation by non-U.S. residents on our marketplace bank platform may result in non-compliance with foreign laws.

From time to time, non-U.S. residents invest in loans directly through our marketplace bank platform. We are not experts with respect to all applicable laws in the various foreign jurisdictions from which an investor may be located, and we cannot be sure that we are complying with all applicable foreign laws. Failure to comply with such laws could result in fines and penalties payable by us, which could reduce our profitability or cause us to modify or delay planned expansions and expenditures, including investments in our growth. In addition, any such fines and penalties could create negative publicity, result in additional regulatory oversight that could limit our operations and ability to succeed, or otherwise hinder our plans to expand our business internationally.

RISKS RELATED TO OPERATING OUR BUSINESS

Holding loans on our balance sheet exposes us to credit, default and liquidity risks, which may adversely affect our financial performance.

We hold loans purchased and/or issued by the Company or LC Bank. While these loans are on our balance sheet we earn interest on the loans, but we have exposure to the credit risk of the borrowers. In the event ofthese borrowers experience a decline or volatility in ~~the~~their credit profile and/or ~~delinquency~~an ~~rates~~increase ofor ~~these~~volatility ~~borrowers~~in their delinquency rates, the value of these held loans may decline. For example, inflation and/or natural disasters may cause borrowers to allocate more of their income to necessities such as housing and food, thereby potentially increasing their risk of default by reducing their ability to make loan payments.

LENDINGCLUB CORPORATION

From time to time, we also sponsor the sale of loans through Structured Program transactions, and we may be required to and/or otherwise decide to retain a portion of the interests in these securitization transactions (Securitization Interests).

Volatility or a decline in the value of the loans and/or Securitization Interests held on our balance sheet may adversely impact the liquidity of these loans/interests, which could produce losses if we are unable to realize their fair value or manage declines in their value, each of which may materially and adversely affect our financial performance. Further, increases in delinquency rates may require that we take additional allowances for losses, which may adversely affect our financial performance and our ability to allocate sufficient financial resources for other purposes, such as advancing our products and services, which could impact our results of operations.

Notably, under the fair value option accounting methodology, changes in fair value of loans are recorded in current period earnings. Therefore, in-period volatility or a decline in the value of the loans held on our balance sheet could require that we record a potentially significant fair value expense with respect to the loans held on our balance sheet under the fair value option. Further, the process of determining the fair value of our loans is complex and incorporates several inputs that reflect the Company’s best estimate of fair value which, due to the inherent judgment required for certain inputs, may result in greater volatility of the fair value of loans held on our balance sheet. Accordingly, the risks articulated above (including the risk of a significant in-period fair value expense) are heightened by our decision, effective January 1, 2026, to elect the fair value option to account for newly originated HFI loans, which aligns the accounting of all newly originated loans (i.e., both HFI and HFS loans) under the fair value option methodology.

In addition to the discussion in this section, see the risk factor “The current economic environment, including related uncertainties, could negatively affect our business and operating results.”

If investors on our marketplace bank platform pause or cease their participation or exert influence over us, our business, financial condition and results of operations may be harmed.

Our success depends in significant part on marketplace investors purchasing loans through our marketplace bank platform. Investors may have financial conditions or limitations that adversely impact their ability to continue to participate on our platform. Further, investors may choose to deploy their capital elsewhere for any reason, including if financial returns on loans we offer prove to be unsatisfactory. For example, inflation and/or natural disasters may cause borrowers to allocate their income to necessities, such as housing and food, thereby potentially increasing their risk of default by reducing their ability to make loan payments. This may increase default rates, which could adversely affect marketplace investor returns. Additionally, in an elevated interest rate environment the return expectations of our marketplace investors will likely be elevated, and we may be unable to meet those expectations, which could prompt certain marketplace investors to reduce or cease their loan purchases or investments. The occurrence of one or more of these events with a significant number of investors has in the past and could in the future, alone or in combination, have a material and adverse effect on our business, financial condition and results of operation. For example, following the historic increases in interest rates by the FRB in 2022 and 2023, a number of our largest marketplace investors ceased or significantly reduced their purchases of our products, which resulted in a material reduction in our marketplace origination volume and revenue.

From time to time, we may provide incentives to investors to purchase loans from us or we may sell loans at a price that is less than par, which typically adversely impacts the economics of our business. Even in the event that an incentive or difference to par is partially or wholly offset by other factors, such as interest earned on the loan prior to its sale, selling loans with incentives or at prices less than par may: (i) discourage investors from purchasing loans on our platform without incentives or at par value, (ii) cause us to realize less revenue than expected with respect to such loans or (iii) prompt dissatisfaction and complaints from investors unable to purchase incentivized or discounted loans.23

Additionally, investors may exert significant influence over us, our management and our operations. For example, if investors pause or discontinue their investment activity, we may need to provide incentives or discounts and/or enter into alternative structures or terms to attract investor capital to the platform, such as our Structured Certificates. Any new arrangements or programs may: (i) increase the complexity of our business, (ii) require allocation of personnel and other resources to create and operate such arrangements or programs, and/or (iii) have new and/or different structures and terms, including alternative fee arrangements, purchase price rebates or other incentives. There is also no assurance that we will be able to enter into any of these arrangements or programs with interested parties, or if we do, what the final terms will be. Failure to attract investor capital on reasonable terms may result in a reduction in origination volume.

We may also experience significant concentration on our marketplace bank platform, where a limited number of investors purchase a large volume of loans from our platform. Such concentration exposes us disproportionately to

LENDINGCLUB CORPORATION

~~any~~participate ofon ~~those~~our platform. Further, investors ~~choosing~~may choose to ~~cease~~deploy ~~participation~~their capital elsewhere for any reason, including if financial returns on ~~our~~loans ~~platform~~we offer prove to be unsatisfactory. For example, inflation and/or ~~choosing~~natural disasters may cause borrowers to ~~deploy~~allocate their ~~capital~~income ~~elsewhere~~to necessities, such as housing and food, thereby potentially increasing their risk of default by reducing their ability to make loan payments. This may increase default rates, which could adversely affect marketplace investor returns. Additionally, in an elevated interest rate environment the ~~economic~~return ~~performance~~expectations of our marketplace investors will likely be elevated, and we may be unable to meet those expectations, which could prompt certain marketplace investors to reduce or tocease ~~any~~their loan purchases or investments. The occurrence of one or more of these events with a significant number of investors has in the past and could in the future, ~~circumstances~~alone or ~~risks~~in ~~affecting~~combination, ~~such~~have a material and adverse effect on our business, financial condition and results of operation. For example, following the historic increases in interest rates by the FRB in 2022 and 2023, a number of our largest marketplace investors ceased or significantly reduced their purchases of our products, which resulted in a material reduction in our marketplace origination volume and revenue.

Additionally, marketplace investors may exert significant influence over us, our management and our operations. For example, if these investors pause or discontinue their investment activity, we may need to provide incentives or discounts and/or enter into alternative structures or terms to attract investor capital to the platform, such as our Structured Certificates. Any new arrangements or programs may: (i) increase the complexity of our business, (ii) require allocation of personnel and other resources to create and operate such arrangements or programs, and/or (iii) have new and/or different structures and terms, including alternative fee arrangements, purchase price rebates or other incentives. There is also no assurance that we will be able to enter into any of these arrangements or programs with interested parties, or if we do, what the final terms will be. Failure to attract marketplace investor capital on reasonable terms may result in a reduction in origination volume.

We may also experience significant concentration on our marketplace bank platform, where a limited number of marketplace investors purchase a large volume of loans from our platform. Such concentration exposes us disproportionately to any of those investors choosing to cease participation on our platform or choosing to deploy their capital elsewhere, to the economic performance of those investors or to any events, circumstances or risks affecting such investors.

Further, the terms and conditions of loan purchases or investment by marketplace investors are an input to the fair value of loans and/or Securitization Interests held on our balance sheet under the fair value option accounting methodology. Accordingly, for example, a reduction in the prices paid by or increase in the concessions offered to marketplace investors could have a material adverse effect on the value of such loans and/or Securitization Interests which could have a material adverse impact on our financial performance.

Any material reduction in loan purchases or investments by marketplace investors, or the economics of those purchases or investments for the Company, may have a material adverse impact on our business, financial condition and results of operations. In addition to the discussion in this section, see the risk factor “The current economic environment, including related uncertainties, could negatively affect our business and operating results.”

LENDINGCLUB CORPORATION

If we do not maintain or continue to increase loan originations, or expand our marketplace bank to new markets, we may not succeed in maintaining and/or growing our business, and as a result our business and results of operations could be adversely affected.

The vast majority of our revenue currently comes from origination fees, servicing fees on loans sold to marketplace investors and net interest income earned from retaining loans on our balance sheet. Growing these revenue streams may require that we increase loan originations over time. Doing so requires that we attract a large number of new borrowers who meet our platform’s lending standards and those of new and existing marketplace investors, including investors in any of our Structured Program transactions. Our ability to attract qualified borrowers depends in large part on the success of our marketing efforts, the visibility, placement and customer reviews on third-party platforms and the quality and competitive advantage of our products and services. For example, if any of our marketing channels become less effective, or the cost of these channels were to significantly increase, we may not be able to attract new and retain existing customers in a cost-effective manner or convert potential customers into active customers in our marketplace bank. Additionally, changes in the way third-party platforms operate, including changes in our participation on such platforms, could make the maintenance and promotion of our products and services, and thereby maintaining and growing loan originations, more expensive or more difficult.

Further, every loan we originate is either held on our balance sheet or sold to marketplace investors. Our ability to hold or sell loans is dependent on a number of factors, including the economic and interest rate environment, the performance of our loans and the conditions of capital markets. If any of these factors is volatile or adverse, then we may be unable to hold or sell as many loans as we could potentially originate and therefore would need to reduce our origination volume.

Additionally, other than a modest number of marketplace investors that are located internationally, our business exists solely in the U.S. and therefore fluctuations in and risks to U.S. consumer credit, U.S. macroeconomic conditions, and the U.S. legal and regulatory landscape may have a greater adverse impact on our business and financial results than a competitor company with a global footprint.

If loan originations through our platform stagnate or decrease, for any reason, our business and financial results may be adversely affected. For example, following the historic increases in interest rates by the FRB in 2022 and 2023, a number of our largest marketplace investors ceased or significantly reduced their purchases of our loans, which resulted in a material reduction in our marketplace origination volume and revenue.

In addition to the discussion in this section, see the risk factor “The current economic environment, including related uncertainties, could negatively affect our business and operating results.”

We may not be able to maintain our deposit base.

We rely on deposits as a principal source of funding for our lending activities. As of December 31, ~~2024~~2025, we had approximately $9.18 billion in deposits. Our future growth and strategy depend on our ability to maintain deposits to provide a less costly and stable source of funding. The deposit markets are competitive, and therefore it may prove difficult and/or costly to grow our deposit base. For example, as the FRB increased interest rates in 2022 and 2023, we made corresponding increases to the rates we offer depositors, which increased our funding cost and reduced the net interest margin on loans held on our balance sheet.

23Changes we make to the rates offered on our deposit products may affect our finances and liquidity. We have brokered deposits, which may be more price sensitive than other types of deposits and may become less available if alternative investments offer higher returns. Further, a significant portion of our deposits is sourced from depositors referred to the Company through third party platforms, and any change in the way such third-party platforms operate, including our participation or the placement of our products on such third-party platforms, may have a materially adverse impact on our ability to maintain and/or grow our deposit base. In addition, our ability to maintain existing or obtain additional deposits may be impacted by factors, including factors beyond our control, including perceptions about the stability of the banking industry, our reputation or financial strength, or branchless

LENDINGCLUB CORPORATION

Changes we make to the rates offered on our deposit products may affect our finances and liquidity. We have brokered deposits, which may be more price sensitive than other types of deposits and may become less available if alternative investments offer higher returns. Further, a significant portion of our deposits is sourced from depositors referred to the Company through third party platforms, and any change in the way such third-party platforms operate, including our participation or the placement of our products on such third-party platforms, may have a materially adverse impact on our ability to maintain and/or grow our deposit base. In addition, our ability to maintain existing or obtain additional deposits may be impacted by factors, including factors beyond our control, including perceptions about the stability of the banking ~~industry, our reputation or financial strength, or branchless banking~~ generally, which could reduce the number of consumers choosing to place deposits with us. In particular, sudden and substantial withdrawals could cause the banking regulators to close our institution and seize our assets. For example, in 2023, Silicon Valley Bank, Signature Bank, and First Republic Bank each failed shortly after substantial reductions in their deposit bases over the course of a few days/weeks.

Our ability to obtain deposit funding and offer competitive interest rates on deposits is also dependent on capital levels of LC Bank and being considered “well-capitalized” by the banking regulators. Our regulators can adjust the requirements to be “well-capitalized” at any time, as well as require us to maintain capital levels higher than a “well-capitalized” bank under the current statutory definitions, and have authority to place limitations on our deposit businesses, including the interest rate we pay on deposits and the amount of brokered deposits we can accept. An inability to develop and maintain a strong deposit base could have a material adverse impact on our business, financial condition and results of operations.

In addition to the discussion in this section, see the risk factor “The current economic environment, including related uncertainties, could negatively affect our business and operating results.”

If we are unable to develop and commercialize new products and services and enhancements to existing products and services, our business may suffer.

The financial services and banking industry is evolving and changing with disruptive technologies and the introduction of new products and services. We derive a significant portion of our revenue from transaction-based fees we collect in connection with the origination of unsecured personal loans and net interest income earned from retaining loans on our balance sheet. To enhance customer engagement and diversify our revenue streams, we are undertaking a strategy to broaden the scope of our products and services we offer. Failure to broaden the scope of our products and services leaves us dependent on a ~~single~~limited number of revenue ~~stream~~streams and vulnerable to competitors offering a suite of products and services. Accordingly, a key part of our success depends on our ability to develop and commercialize new products and services and enhancements to existing products and services. For example, we recently announced an expansion into home improvement financing and failure to meet objectives with respect to this initiative may adversely impact our medium- and/or long-term business and financial results.

We incur expenses and expend resources to develop and commercialize new products and services and enhancements to existing products and services. However, we may not assign the appropriate level of resources, priority or expertise to the development and commercialization of these new products, services or enhancements. We also could utilize and invest in technologies, products and services that ultimately do not achieve widespread adoption and, therefore, are not as attractive or useful to our customers as we anticipate. Moreover, we may not realize the benefit of new technologies, products, services or enhancements for many years, and competitors may introduce more compelling products, services or enhancements in the meantime. Competitors also may develop or adopt technologies or introduce innovations that make our marketplace bank platform less attractive to our borrowers and/or investors. Further, compliance with applicable laws and regulations, our regulators’ supervisory expectations and the development of new laws and regulations may impact our ability to develop and commercialize new products and services. If we are unable to develop and commercialize timely and attractive products and services, our growth may be limited and our business may be materially and adversely affected.

An inability to maintain adequate liquidity could jeopardize our business and financial condition.

Liquidity is essential to our business. Although we believe that we currently have an adequate amount of liquidity to support our business, there are a number of factors that could reduce and/or deplete our existing liquidity position, including results of operations that are reduced relative to our projections, costs related to existing or future litigation or regulatory matters, the pursuit of strategic business opportunities (whether through acquisition or organic) and unanticipated liabilities. Additionally, as noted above, we are subject to stringent capital and liquidity regulations and requirements and need to manage our liquidity position at both LendingClub Corporation and LC Bank within the parameters and terms set forth by applicable regulations and regulators. LC Bank is subject to various legal, regulatory and other restrictions on its ability to make distributions and payments to the Company.

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including results of operations that are reduced relative to our projections, costs related to existing or future litigation or regulatory matters, the pursuit of strategic business opportunities (whether through acquisition or organic) and unanticipated liabilities. Additionally, as noted above, we are subject to stringent capital and liquidity regulations and requirements and need to manage our liquidity position at both LendingClub Corporation and LC Bank within the parameters and terms set forth by applicable regulations and regulators. LC Bank is subject to various legal, regulatory and other restrictions on its ability to make distributions and payments to the Company. Any inability to maintain an adequate liquidity position could adversely affect our operations, our compliance with applicable regulations and the performance of our business.

Further, our ability to raise additional capital, should that be deemed beneficial and/or necessary, depends on conditions in the capital markets, economic conditions and a number of other factors, including investor perceptions regarding the financial services and banking industry, market conditions, governmental activities, and our financial condition and performance. Accordingly, we may be unable to raise additional capital if needed or on acceptable terms, which may adversely affect our liquidity, business, financial condition and results of operations.

We are regularly subject to litigation, and government and regulatory investigations, inquiries and requests.

We are regularly subject to claims, individual and class action lawsuits, lawsuits alleging regulatory violations such as the Telephone Consumer Protection Act (TCPA), Fair Credit Reporting Act (FCRA), Unfair and Deceptive Acts and Practices (UDAP) or Unfair, Deceptive or Abusive Acts or Practices (UDAAP) violations, government and regulatory exams, investigations, inquiries or requests, and other proceedings involving consumer protection, privacy, labor and employment, intellectual property, privacy, data protection, cybersecurity, anti-money laundering, securities, tax, commercial disputes, record retention and other matters. The number and/or significance of these claims, lawsuits, exams, investigations, inquiries and requests have increased as our business has expanded in scope and geographic reach, and our products and services have increased in complexity. For example, we are subject to supervision, regulation, examination and enforcement by multiple federal banking regulatory bodies. Specifically, as a bank holding company, the Company is subject to ongoing and comprehensive supervision, regulation, examination and enforcement by the FRB. Further, as a national bank with assets over $10 billion, LC Bank is subject to ongoing and comprehensive supervision, regulation, examination and enforcement by the OCC. ~~Moreover, we currently anticipate becoming subject to supervision~~ and ~~enforcement by~~ the CFPB ~~in 2025~~. Accordingly, we have been and continue to invest in regulatory compliance and to be subject to certain parameters, obligations and/or limitations set forth by the banking regulations and regulators with respect to the operation of our business. We are also subject to significant litigation and regulatory inquiries, as discussed more fully in “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 19 18. Commitments and Contingencies,” below.

The scope, timing, outcome, consequences and impact of claims, lawsuits, proceedings, investigations, inquiries and requests that we are subject to cannot be predicted with certainty. Determining reserves for our pending litigation is a complex, fact-intensive process that requires significant judgment. Furthermore, resolution of such claims, lawsuits, proceedings, investigations, inquiries and requests could result in substantial fines, penalties or other monetary, injunctive or declaratory relief, which may materially and adversely affect our business. These claims, lawsuits, proceedings, exams, investigations, and requests could also: (i) result in reputational harm, criminal sanctions, consent decrees, and/or orders preventing us from offering certain features, functionalities, products or services, (ii) limit our access to credit, (iii) result in a modification or suspension of our business practices, (iv) require certain parameters, obligations and/or limitations with respect to the operation of our business, (v) require us to develop non-infringing or otherwise altered products or technologies, (vi) prompt ancillary claims, lawsuits, proceedings, investigations, inquiries and requests, (vii) consume financial and other resources which may otherwise be utilized for other purposes, such as advancing our products and services, (viii) cause a breach or cancellation of certain contracts, or (ix) result in a loss of customers, investors and/or ecosystem partners, any of which may adversely affect our business and operations. Furthermore, even following the resolution of any claims, lawsuits, proceedings, exams, investigations, inquiries and requests against us, a regulatory enforcement agency could take action against one or more individuals or entities, which may require us to continue to incur significant expense for indemnification for any such individual or entity until such matters may be resolved. Any of these consequences could materially and adversely affect our business.

LENDINGCLUB CORPORATION

expense for indemnification for any such individual or entity until such matters may be resolved. Any of these consequences could materially and adversely affect our business.

Any significant disruption in our technology systems, including events beyond our control, or failure in our technology initiatives could have a material adverse effect on our operations.

We believe the technology platform that powers our marketplace bank enables us to deliver solutions to customers and marketplace investors, and provides a significant time and cost advantage over traditional banks. The satisfactory performance, reliability and availability of our technology and our underlying network infrastructure are critical to our operations, customer service and reputation. Our failure to maintain satisfactory performance, reliability and availability of our technology and underlying network infrastructure may impair our ability to attract new and retain existing customers or marketplace investors, which could have a material adverse effect on our operations.

LENDINGCLUB CORPORATION

satisfactory performance, reliability and availability of our technology and our underlying network infrastructure are critical to our operations, customer service and reputation. Our failure to maintain satisfactory performance, reliability and availability of our technology and underlying network infrastructure may impair our ability to attract new and retain existing customers or marketplace investors, which could have a material adverse effect on our operations.

Any interruptions or delays in our technology systems or service, whether as a result of third-party error, our error, natural disasters, terrorism, other man-made problems, or security breaches, whether accidental or willful, could harm our reputation and relationships with our customers and marketplace investors. Additionally, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. Our disaster recovery plan has not been tested under actual disaster conditions, and we may not have sufficient capacity to recover all data and services in the event of an outage. These factors could prevent us from processing or posting payments on loans, processing loan purchases or investments, damage our brand and reputation, divert our employees’ attention, reduce our revenue, subject us to liability, and cause customers to abandon our marketplace bank platform, any of which could adversely affect our business, financial condition and results of operations.

We depend on our technology infrastructure to conduct and grow our business and operations and accordingly we invest in system upgrades, new solutions and other technology initiatives, including artificial intelligence. Many of these initiatives take a significant amount of time to develop and implement, are tied to critical systems and require significant human and financial resources. While we take steps to mitigate the risks and uncertainties associated with these initiatives, these initiatives may not be implemented on time (or at all), within budget or without negative financial, operational or customer impact. Further, if and when implemented, these initiatives may not perform as we or our customers, marketplace investors and other stakeholders expect. We also may not succeed in anticipating or keeping pace with future technology needs, technology demands of our customers or the competitive landscape for technology. The failure to implement new and maintain existing technologies could adversely affect our business, financial condition and results of operations.

Failure to maintain, protect and promote our brand may harm our business.

Maintaining, protecting and promoting our brand is critical to achieving widespread acceptance of our products and services and expanding our base of customers. Maintaining, protecting and promoting our brand depends on many factors, including our ability to continue to provide useful, reliable, secure and innovative products and services, as well as our ability to maintain trust.

Our brand can be harmed in many ways, including failure by us or our partners to satisfy expectations of service and quality, inadequate protection of sensitive information, failure to maintain or provide adequate or accurate documentation and/or disclosures, compliance failures, failure to comply with contractual obligations, regulatory requests, inquiries or proceedings, litigation and other claims, employee misconduct and misconduct by our partners. We have also been, and may in the future be, the target of incomplete, inaccurate and/or misleading statements about our company, our business, and/or our products and services. Furthermore, our ability to maintain, protect and promote our brand is partially dependent on visibility and customer reviews on third-party platforms. Changes in the way these platforms operate could make the maintenance, protection and promotion of our products and services and our brand more expensive or more difficult. Further, as we pursue a potential rebranding initiative, it is possible that the rebrand may not resonate, and/or create confusion, with our customers and other stakeholders and thereby adversely impact our reputation, brand and/or the willingness of customers to do business with us.

26Finally, stakeholder views, priorities and expectations are diverse, rapidly changing and diverging, and we may not be able to meet the range of expectations and demands of all of our stakeholders. For example, stakeholder interest in our environmental, social, governance and other sustainability responsibilities, strategy and related disclosures vary considerably and are evolving. If we do not successfully maintain, protect and promote our brand we may be unable to maintain and/or expand our base of customers and investors, which may materially harm our business.

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Many of our stakeholders are becoming increasingly interested in our environmental, social, governance and other sustainability responsibilities, strategy and related disclosures. For example, certain of our marketplace investors and equity investors have inquired about our progress and disclosures on this topic. Further, this area of disclosure is subject to state legislation and pending rules from the SEC, which the Company continues to monitor and will comply with as applicable. For example, in October 2023, California adopted the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act, which, among other things, will require certain companies doing business in California to disclose their direct and indirect greenhouse gas emissions and their climate-related financial risks and measures being taken to reduce such risks. As regulations regarding these reporting obligations are still in development, we cannot yet predict the full impact of these laws and their corresponding regulations and future enforcement activity on our business, financial condition, results of operations, brand or reputation. Our absolute and relative progress and disclosures, or lack thereof, on environmental, social, governance and other sustainability matters could impact our reputation, brand and the willingness of certain platform and equity investors to hold our loans or common stock, respectively. If we do not successfully maintain, protect and promote our brand we may be unable to maintain and/or expand our base of customers and investors, which may materially harm our business.

Fraudulent activity associated with our marketplace bank could negatively impact our operating results, brand and reputation and cause the use of our products and services to decrease and our fraud losses to increase.

We are subject to the risk of fraudulent activity associated with our marketplace bank, borrowers, depositors, investors and third parties handling borrower, depositor and investor information. We have taken measures to detect and reduce the risk of fraud, but these measures need to be continually improved and may not be effective against new and continually evolving forms of fraud, including fraud using artificial intelligence (AI), which may make fraud detection more difficult, or in connection with new product offerings. Further, the increasing use of near real-time money movement solutions increases the complexity of preventing, detecting and recovering fraudulent transactions. Under our agreements with marketplace investors, we are obligated to repurchase loans in cases of confirmed identity theft. The level of our fraud charge-offs and our results of operations could be materially and adversely affected if fraudulent activity were to significantly increase. High profile fraudulent activity or significant increases in fraudulent activity could lead to regulatory intervention, negatively impact our operating results, brand and reputation and lead us to take steps to reduce fraud risk, which could increase our costs.

In addition, in the past, third parties have attempted to defraud individuals, some of whom may be potential customers of ours, by misappropriating our logos and representing themselves as LendingClub in e-mail campaigns to e-mail addresses that have been obtained outside of LendingClub. In one particular scheme, third parties represented to individuals that they might obtain a loan if they paid an “advance fee.” Individuals who believe that the campaigns are genuine have in the past made, and may continue to make, payments to these unaffiliated third parties. Although we take commercially reasonable steps to prevent third-party fraud, we cannot always be successful in preventing individuals from suffering losses as a result of these schemes. Individuals who suffer damages due to the actions of these unaffiliated third parties may negatively view LendingClub, causing damage to our brand and reputation and reducing our business.

If we are unable to accurately forecast demand for loans, our business could be harmed.

We operate a marketplace bank platform for consumer credit, balancing borrower demand for loans against investor demand for risk-adjusted returns. We offer credit to borrowers across a range of credit profiles and rates, and we offer loan purchase and investment opportunities across a range of risk-adjusted returns. Investor demand on our platform is sensitive to a variety of factors including loan performance, alternative investment opportunities and macroeconomic conditions. To aid our ability to forecast investor demand, from time to time, we may enter into agreements with marketplace investors that outline expected purchases. However, these order agreements are generally non-binding or contain provisions that allow for modification and/or cancellation of the order. Therefore, it is challenging to precisely forecast investor demand. In the event that borrower demand at a given credit rate exceeds marketplace investor demand for that product for a given period, we may fund the loans and hold them on our balance sheet, which carries certain risks. See the risk factor “Holding loans on our balance sheet exposes us to credit, default and liquidity risks, which may adversely affect our financial performance.”

27Alternatively, in the event that marketplace investor demand at a given return exceeds borrower demand for that product for a given period, there may be insufficient inventory to satisfy the investor demand. If marketplace investors do not believe their demand can be met on our platform, they may seek alternative investments from ours and our business may suffer.

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Alternatively, in the event that investor demand at a given return exceeds borrower demand for that product for a given period, there may be insufficient inventory to satisfy investor demand. If investors do not believe their demand can be met on our platform, they may seek alternative investments from ours and our business may suffer.

Our acquisitions and other strategic transactions may not yield the intended benefits.

We have historically and may continue to evaluate and consider strategic transactions, combinations, acquisitions, dispositions or alliances. These transactions could be material to our financial condition and results of operations if consummated. If we are able to identify an appropriate business opportunity, we may not be successful in negotiating favorable terms and/or consummating the transaction and, even if we do consummate such a transaction, we may be unable to obtain the benefits or avoid the difficulties and risks of such transaction.

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However, any acquisition, disposition or other strategic transaction involves risks, including:

•difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business, which may require ongoing investment in development and enhancement of additional operational and reporting processes and controls;

•inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits;

•difficulties in retaining, training, motivating and integrating key personnel;

•diversion of management’s time and resources from our normal daily operations;

•difficulties in successfully incorporating licensed or acquired technology and rights into our platform;

•difficulties in implementing and maintaining uniform standards, controls, procedures and policies within the combined organization, including if the acquired business does not have adequate controls, procedures and policies;

•difficulties in retaining relationships with customers, employees and suppliers of the acquired business;

•risks of entering markets in which we have no or limited direct prior experience;

•regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business;

•assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability;

•failure to successfully further develop any acquired technology;

•liability for activities of the acquired or disposed of business before the acquisition or disposition, including patent and trademark infringement claims, violations of laws, regulatory actions, commercial disputes, tax liabilities and other known and unknown liabilities;

•difficulty in separating assets and replacing shared services;

•assumption of exposure to performance of any acquired loan portfolios;

•potential disruptions to our ongoing businesses; and

•unexpected costs and unknown risks and liabilities associated with the acquisition.

Accordingly, any acquisition, disposition or other strategic transaction may not be successful, may not benefit our business strategy, may not generate sufficient revenue to offset the associated costs or may not otherwise result in the intended benefits. Additionally, it may take us longer than expected to fully realize the anticipated benefits and synergies of these transactions, and those benefits and synergies may ultimately be smaller than anticipated or may not be realized at all, which could adversely affect our business and operating results.

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Any transactions, combinations, acquisitions, dispositions or alliances may also require us to issue additional equity securities, spend our cash, or incur debt (and increased interest expense), liabilities and amortization expenses related to intangible assets or write-offs of goodwill, which could adversely affect our results of operations and dilute the economic and voting rights of our stockholders and the interests of holders of our indebtedness.

In addition, we cannot assure you that any acquisition of new businesses or technology will lead to the successful development of new or enhanced products and services or that any new or enhanced products and services, if developed, will achieve market acceptance or prove to be profitable.

Finally, we may also choose to divest certain businesses or product lines that no longer fit with our strategic objectives. If we decide to sell assets or a business, we may have difficulty obtaining terms acceptable to us in a ~~timely manner, or at all. Additionally, the terms of such potential transactions may expose us to ongoing obligations and liabilities.~~

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timely manner, or at all. Additionally, the terms of such potential transactions may expose us to ongoing obligations and liabilities.

If we are unable to offer marketplace investors a satisfactory breadth and volume of investment opportunities, our business and results of operations may be materially harmed.

We invest in our marketplace bank platform and regularly iterate our processes to provide improved and more efficient investment opportunities, which includes efforts to provide marketplace investors the opportunity to invest in a broad selection of loans. However, various factors may contribute to certain loans being available only in a limited quantity or being entirely unavailable.

If marketplace investors are unable to invest in certain categories of loans, are unable to invest at the volume they desire, perceive that they are not offered the same investment opportunities as other investors and/or are dissatisfied with the risk-adjusted return they receive from investing on our platform, they may seek alternative investments from ours which may materially harm our business and results of operations.

Any challenge to or adverse consequence from our prior use of the issuing bank partnership model (or litigation or legislation aimed at thwarting certain transactions based on this model) may harm our business.

Prior to becoming a bank holding company, we utilized an issuing bank partnership model. Since becoming a banking organization, we have transitioned from an issuing bank partnership model to one in which we directly originate our loans. We believe that our historical use of the issuing bank partnership model was appropriate for all the jurisdictions in which we operated it, and we have worked with federal, state and local regulatory agencies to help them understand the model. However, we operate in a complex and evolving regulatory environment at the federal and state level and some enforcement authorities and private parties have challenged the ability to rely on legislative and judicial authority that permits a bank to “export” interest rates permitted by the laws of the state where the bank is located.

For example, in May 2015, the U.S. Court of Appeals for the Second Circuit issued its decision in Madden v. Midland Funding, LLC that interpreted the scope of federal preemption under the National Bank Act and held that a nonbank assignee of a loan originated by a national bank may not be entitled to the benefits of federal preemption of claims of usury. The Second Circuit’s decision is binding on federal courts located in Connecticut, New York, and Vermont, but the decision could also be adopted by other courts. However, in 2020, the OCC issued a final rule clarifying that interest on a loan that is lawful under federal law for national banks and federal savings associations remains lawful upon the sale, assignment or other transfer of the loan (the OCC Rule). The FDIC issued a similar final rule in 2020 applicable to FDIC-insured state-chartered banks (the FDIC Rule). Since these final rules, several federal district courts have declined to follow the decision of the U.S. Court of Appeals for the Second Circuit in Madden v. Midland Funding, LLC, including in Colorado, Massachusetts and New York. On February 8, 2022, a federal district court granted summary judgment in favor of the OCC and FDIC in lawsuits brought by multiple states seeking to invalidate the OCC Rule and FDIC Rule (California, et al. v. The Office of the Comptroller of the Currency, et al., No. 4:20-cv-05200-JSW (N.D. Cal.); California, et al. v. Federal Deposit Insurance Corporation, No. 4:20-cv-05860-JSW (N.D. Cal.)).While we believe that our prior use of the issuing bank model was appropriate and factually distinguishable from the decision of the U.S. Court of Appeals for the Second Circuit in Madden v. Midland Funding, LLC, the case could create potential liability under state statutes such as usury statutes. Further, state legislatures may enact new laws or amend existing laws aimed at undermining the ability of non-bank purchasers of loans to realize the outcome of a bank’s ability to export interest rates.

29Any challenge to or adverse consequence of our prior use of the issuing bank partnership model could adversely affect our business, financial condition and results of operations.

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No. 4:20-cv-05860-JSW (N.D. Cal.)).While we believe that our use of the issuing bank model was appropriate and factually distinguishable from the decision of the U.S. Court of Appeals for the Second Circuit in Madden v. Midland Funding, LLC, the case could create potential liability under state statutes such as usury statutes. Further, state legislatures may enact new laws or amend existing laws aimed at undermining the ability of non-bank purchasers of loans to realize the outcome of a bank’s ability to export interest rates.

Any challenge to or adverse consequence of our use of the issuing bank partnership model could adversely affect our business, financial condition and results of operations.

If we breach representations or warranties in connection with our marketplace investor transactions, including whole loan sales, structured products or securitization transactions, or if we suffer a direct or indirect loss in our retained interests in these transactions, our financial condition could be harmed.

We make customary representations, warranties and covenants to marketplace investors about the loans we sell and service. We have sponsored, and expect to sponsor in the future, the sale of unsecured personal whole loans through asset-backed securitizations. In connection with these securitizations, as well as other Structured Program transactions, we make customary representations, warranties and covenants. If there is a breach of those representations, warranties and covenants that materially and adversely affects the subject loans, then we will be required to either cure the breach, repurchase the affected loans from the purchasing entity or investor or reimburse the purchasing entity or investor for incurred losses and expenses, as the case may be. These repurchase or reimbursement obligations could be material and have an adverse effect on our financial condition.

In the event that we suffer losses on all or a portion of the interests in any securitization transaction that we have retained (whether to comply with applicable risk retention rules or otherwise), our financial condition could be harmed. We may enter into similar transactions in the future and those transactions are likely to entail similar and other substantial risks.

Indebtedness could adversely affect our business and financial results.

In the past, we have had a significant amount of indebtedness. While our indebtedness has materially decreased, if our debt service obligations increase, whether due to the increased cost of existing indebtedness or the incurrence of additional indebtedness, more of our cash flow from operations would need to be allocated to the payment of principal of, and interest on, our indebtedness, which would reduce the funds available for other purposes. Our indebtedness also could limit our ability to execute our strategic plan and withstand competitive pressures and could reduce our flexibility in responding to changing business and economic conditions.

Should we desire to obtain additional indebtedness, we may require a guarantee by LC Bank, where substantially all of our operations are being conducted. Any such guarantee is subject to regulatory limitations and may require approval of the banking regulators, and there can be no assurance that we would be able to obtain such a guarantee. To the extent that we are not able to obtain a guarantee from LC Bank, or any guarantee is limited, it may be more difficult or expensive for us to borrow money.

Our ability to make payments on our debt, to repay our existing indebtedness when due, and to fund our business, operations and significant planned capital expenditures will depend on our ability to pay with available cash or generate cash in the future. This, to a certain extent, is subject to financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, if we cannot service our indebtedness, we may have to take actions such as utilizing available capital, limiting the facilitation of additional loans, selling assets, selling equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances, any of which could impede the implementation of our business strategy, prevent us from entering into transactions that would otherwise benefit our business and/or adversely affect our business and financial results. We also may not be able to refinance our indebtedness or take such other actions, if necessary, on commercially reasonable terms, or at all.

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RISKS RELATED TO MACROECONOMIC CONDITIONS OR OTHER EXTERNAL FACTORS

The current economic environment, including related uncertainties, could negatively affect our business and operating results.

The U.S. economy has been undergoing a period of rapid change and significant uncertainty. A number of factors have been causing this change and uncertainty, including changing inflation and interest rates, evolving government policies and changing U.S. consumer spending patterns. Inflation reached a 40-year high of 9.1% in June 2022, and in response the FRB increased interest rates eleven times since early 2022, from a federal funds rate range of 0.00% to 0.25% in early 2022 to 5.25% to 5.50% in July 2023. While the FRB has since reduced rates to a range of 43.2550% to 4.5% as of December 2024, it has indicated a willingness to adjust rates, including slowing the pace of rate decreases or increasing rates, as it deems necessary to combat inflation. Elevated inflation and interest rates, and uncertainty with respect to future interest rate decreases, are changing lending and spending patterns, and thereby prompting some concern that the U.S. could experience an economic downturn or prolonged period of slow economic growth.

Our business is sensitive to, and may be adversely impacted by, changes in the inflation and interest rate environment. Among other things, as inflation and interest rates are elevated: (i) existing borrowers may allocate more of their income to necessities such as housing and food, thereby potentially increasing their risk of default by reducing their ability to make loan payments, (ii) the rate we offer on our deposit products may be elevated to remain competitive, thereby increasing our cost of funding and reducing our net interest margin, (iii) the return our loan products generate may be less attractive relative to other investment options, thereby reducing marketplace investor demand in our loan products, and (iv) we may need to increase interest rates and/or tighten credit standards for new originations, thereby potentially making it more challenging to source enough interested and qualified borrowers to enable sufficient origination volume. Further, the pace of changes in inflation and interest rates can create unique challenges in our ability to operate our business. For example, the rapid increase in interest rates in 2022 and 2023 quickly increased the cost of capital for our non-bank marketplace investors and thereby increased their return expectations. However, because our consumer loans are fixed interest rate products, we were unable to re-price existing loans, and with respect to new originations, we needed to re-price methodically to remain competitive and mitigate the adverse impacts of doing so. Therefore, until the interest rate environment stabilized, we were temporarily challenged to fully meet the return expectations for certain of our marketplace investors which adversely impacted our marketplace volume and related revenue. 32

~~Additionally,~~LENDINGCLUB uncertainty regarding the economic environment could adversely impact borrower or marketplace investor interest in our products, adversely impact our third-party vendors, cause us to change, postpone or cancel our strategic initiatives, or otherwise negatively affect our business, financial condition and results of operations. Notably, the recent changes in U.S. presidential administration and the composition of the U.S. Congress are expected to lead to potentially significant changes to the priorities, scope, practices and/or staffing levels of various governmental agencies. However, what changes will be made, whether the changes will be retained and the effect of the changes on the economic environment are currently uncertain and therefore the impact of the changes on our customers and business remains uncertain.CORPORATION

to 3.75% as of December 2025, it has indicated a willingness to adjust rates, including slowing the pace of rate decreases or increasing rates, as it deems necessary to combat inflation. Further, Federal economic policy is rapidly evolving and thereby creating uncertainty. For example, the establishment of, and subsequent revision(s) to, the Federal global tariff policy in 2025 was followed by market volatility and uncertainty in part due to the potential for tariffs to raise prices and thereby fuel increasing inflation and, subsequently, interest rates. Uncertainty with respect to tariffs, and the potential of elevated inflation and interest rates on U.S. consumers, are also changing spending patterns and thereby prompting concern that the U.S. could experience an economic downturn or prolonged period of slow economic growth.

Our business is sensitive to, and may be adversely impacted by, uncertainty with respect to and changes in the inflation and interest rate environment. Among other things, as inflation and interest rates increase and/or remain elevated: (i) existing borrowers may allocate more of their income to necessities such as housing and food, thereby potentially increasing their risk of default by reducing their ability to make loan payments, which may warrant, and has in the past warranted, that we take additional provision for credit losses, (ii) the rate we offer on our deposit products may be elevated to remain competitive, thereby increasing our cost of funding and reducing our net interest margin, (iii) the return our loan products generate may be less attractive relative to other investment options, thereby reducing marketplace investor demand in our loan products, and (iv) we may need to increase interest rates and/or tighten credit standards for new originations, thereby potentially making it more challenging to source enough interested and qualified borrowers to enable sufficient origination volume. Further, the pace of changes in inflation and interest rates can create unique challenges in our ability to operate our business. For example, the rapid increase in interest rates in 2022 and 2023 quickly increased the cost of capital for our non-bank marketplace investors and thereby increased their return expectations. However, because our consumer loans are fixed interest rate products, we were unable to re-price existing loans, and with respect to new originations, we needed to re-price methodically to remain competitive and mitigate the adverse impacts of doing so. Therefore, until the interest rate environment stabilized, we were temporarily challenged to fully meet the return expectations for certain of our marketplace investors which adversely impacted our marketplace volume and related revenue.

Additionally, uncertainty regarding the economic environment could adversely impact borrower or marketplace investor interest in our products, adversely impact our third-party vendors, cause us to change, postpone or cancel our strategic initiatives, or otherwise negatively affect our business, financial condition and results of operations. Notably, the changes in the U.S. presidential administration and the composition of the U.S. Congress are leading to significant changes to the priorities, scope, practices and/or staffing levels of various governmental agencies. For example, in February 2025, the current presidential administration directed the CFPB to, among other things, suspend rule implementations and cease supervision activities. However, what additional changes will be made, whether the changes will be retained and the effect of the changes on the economic environment are currently uncertain and therefore the impact of the changes on our customers and business remains uncertain.

The current economic environment, and its impact, may also have the effect of heightening many of the other risks described in “Item 1A. Risk Factors” and elsewhere in our Annual Report, such as our exposure to the credit and default risk of borrowers, maintaining and increasing loan originations, maintaining our deposit base and retaining our marketplace investors.

Fluctuations in interest rates could negatively affect transaction volume and our net interest income.

We offer loan products with both fixed and variable interest rates, depending on the type of loan. If interest rates rise, potential borrowers could seek to defer taking new loans as they wait for interest rates to decrease and/or settle, and borrowers of variable rate loans may be subject to increased interest rates, which could increase default risk. If interest rates decrease after a loan is made, existing borrowers may prepay their loans to take advantage of the lower rates and we may have to redeploy the proceeds into new loans at lower interest rates. Furthermore, marketplace investors would lose the opportunity to collect the higher interest rate payable on the corresponding loan and may delay or reduce future loan investments.

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rates. Furthermore, investors would lose the opportunity to collect the higher interest rate payable on the corresponding loan and may delay or reduce future loan investments.

Our net interest income is the interest we earn on loans and investments less the interest we pay on our deposits and borrowings. Our net interest margin is the difference between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of funding. Changes in interest rates will cause our net interest income and margin to increase or decrease. To the extent that we hold loans for sale on our balance sheet, we will be at risk to rising interest rates between origination and sale. In order to sell such loans, we may need to reduce the sale price in order to satisfy the yield expectations of our marketplace investors. Further, we are exposed to interest rate risk because our interest-earning assets and interest-bearing sources of funding do not react uniformly or concurrently to changes in interest rates, as the two have different time periods for adjustment and can be tied to different measures of rates. Fluctuations in the interest rate environment may impact our net interest income, net interest margin and/or discourage investors and borrowers from participating on our marketplace bank platform and may reduce our loan originations, any of which may adversely affect our business.

Notwithstanding the above, we monitor interest rates and have certain avenues to manage our interest rate risk exposure, including changing the interest rate offered on deposits and the interest rate on our loan products. If our interest rate risk management strategies are not appropriately monitored or executed, or if borrower or depositor behavior or overall economic conditions are significantly different than we expect, then these activities may not effectively mitigate our interest rate sensitivity or have the desired impact on our results of operations or financial condition.

Additionally, we use, and may in the future use, financial instruments for hedging and risk management purposes in order to protect against possible fluctuations in interest rates, or for other reasons that we may deem appropriate. However, any current or future hedges will not completely eliminate the risk associated with fluctuating interest rates and our hedging activities may prove to be ineffective. Any failure to manage our hedging positions properly or inability to enter into hedging instruments under acceptable terms, or any other unintended or unanticipated economic consequences of our hedging activities, could negatively affect our financial condition and results of operations.

A decline in social and economic conditions may adversely affect our customers, which may negatively impact our business and results of operations.

As a marketplace bank, we believe our customers are highly susceptible to uncertainties and negative trends in the markets driven by, among other factors, general social and economic conditions in the United States, abroad and the regional areas where our customers reside. Economic factors include interest rates, unemployment levels, tax and tariff rates, the impact of a federal government shutdown, natural disasters, public health emergencies, pandemics, gasoline prices, adjustments in monthly payments, adjustable-rate mortgages and other debt payments, the rate of inflation, relative returns available from competing investment products, economic downturns, periods of slow economic growth and consumer perceptions of economic conditions. Social factors include changes in consumer confidence levels and changes in attitudes with respect to incurring debt and the stigma of personal bankruptcy.

These social and economic factors may impact demand for our products and services, including our loans, and may affect the ability or willingness of borrowers to make payments on their loans. Because we pass through collected borrower payments to marketplace investors or we make payments to these investors ratably only to the extent we receive the borrower’s payments on the corresponding loan, if we do not receive payment(s) on the corresponding loan, the investor will not be entitled to the corresponding amount(s) or payment(s) under the terms of the investment or whole loan purchase agreement. For example, elevated inflation and/or interest rates may cause borrowers to allocate more of their income to necessities, such as housing and food, thereby potentially increasing their risk of default by reducing their ability to make loan payments.

In some circumstances, economic and/or social factors could lead a borrower to ~~pre-pay~~prepay their loan obligations. In the event of a prepayment, while the marketplace investor would receive the return of principal, interest would no longer accrue on the loan. Accordingly, the return for the investor would decline as compared to a loan that was timely paid in accordance with its amortization schedule. There is no penalty to borrowers if they choose to pay their loan early.

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Similarly, any adverse impact on the ability of borrowers to make loan payments and/or material increase in ~~pre-payment~~prepayment rates may also have a material impact on the net interest income we earn for loans held on our balance sheet.

We strive to maintain a marketplace bank platform in which annual percentage rates are attractive to borrowers and returns, including the impact of credit losses and prepayments, are attractive to marketplace investors and the Company. These external economic and social conditions and resulting trends or uncertainties could adversely impact the ability or desire of our borrowers or marketplace investors to participate on our platform, which could negatively affect our business and results of operations. In addition to the discussion in this section, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview.”

Our business and operating results could be adversely affected by the political environment and governmental fiscal and monetary policies.

An unpredictable or volatile political environment in the United States, including any related social unrest, could negatively impact business and market conditions, economic growth, financial stability, and business, consumer, investor, and regulatory sentiments, any one or more of which in turn could cause our business and financial results to suffer.

Our business and financial results are also significantly affected by the fiscal and monetary policies of the U.S. government and its agencies. We are particularly affected by the policies of the FRB, which regulates the supply of money and credit in the United States in pursuit of maximum employment, stable prices, and moderate long-term interest rates. The FRB and its policies influence the availability and demand for loans and deposits, the rates and other terms for loans and deposits, the conditions in equity, fixed-income, currency, and other markets, and the value of securities and other financial instruments. For example, in response to elevated inflation, the FRB increased interest rates eleven times since early 2022, from a federal funds rate range of 0.00% to 0.25% in early 2022 to 5.25% to 5.50% in July 2023. While the FRB has since reduced rates to a range of 43.2550% to 43.575% as of December ~~2024~~2025, it has indicated a willingness to adjust rates, including slowing the pace of rate decreases or increasing rates, as it deems necessary to combat inflation. Further, it is difficult to predict changes to fiscal and monetary policies by the current U.S. Congress and presidential administration. New appointments to the FRB could affect monetary policy and interest rates. Further, future legislation, regulation and changes in trade and fiscal policy could affect the banking industry and our business and financial results in ways that are difficult to predict.

Additionally, tax and other fiscal policies impact not only general economic and market conditions but also give rise to incentives or disincentives that affect how we and our customers prioritize objectives, deploy resources, and run households or operate businesses. Both the timing and the nature of any changes in monetary or fiscal policies, as well as their consequences for the economy and the markets in which we operate, are beyond our control and difficult to predict but could adversely affect our business and operating results.

Negative publicity and unfavorable media coverage could negatively affect our business.

Negative publicity about our industry or our company, including with respect to the quality and reliability of our marketplace bank, effectiveness of the credit decisioning or scoring models used in our marketplace bank platform, the effectiveness of our collection efforts, statements regarding investment returns, changes to our marketplace bank, our ability to grow our borrower and investor base at a rate expected by the market, our ability to effectively manage and resolve borrower and investor complaints, our ability to manage borrower and investor accounts in compliance with regulatory requirements which may not be clear, privacy and security practices, use of loan proceeds by certain borrowers of ours or other companies in our industry for illegal purposes, litigation, regulatory activity, and the experience of borrowers and investors with our marketplace bank, products or services, even if inaccurate, could adversely affect our reputation and the confidence in, and the use of, our bank, products and services, which could harm our business and operating results. Harm to our reputation can arise from many sources, including employee misconduct or error, misconduct or errors by our partners or partners of partners, other online marketplace banks, outsourced service providers or other counterparties, failure by us or our partners to meet minimum standards of service and quality, inadequate protection of borrower and investor information and compliance failures and claims.

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marketplace banks, outsourced service providers or other counterparties, failure by us or our partners to meet minimum standards of service and quality, inadequate protection of borrower and investor information and compliance failures and claims.

Our business operations may be adversely impacted by political events, terrorism, military conflict or acts of war, cyber-attacks, public health issues, natural disasters, severe weather, climate change, infrastructure failure or outages, labor disputes and other business interruptions.

Our business operations are subject to interruption by, among other things, political events, terrorism, military conflict or acts of war ~~(including the conflicts in Ukraine and the Gaza Strip)~~, cyber-attacks, public health issues, natural disasters, severe weather, climate change (including longer-term shifts in climate patterns, such as extreme heat, sea level rise and more frequent and prolonged drought), infrastructure failure or outages (including power outages), labor disputes and other events which could: (i) decrease demand for our products and services, (ii) adversely affect the macroeconomy and/or our customers, or (iii) make it difficult or impossible for us to deliver a satisfactory experience to our customers. Any such events could also affect the Company by impacting the stability of our deposit base, impairing the ability of our borrowers to repay their outstanding loans, causing significant property damage or otherwise impair the value of collateral securing our loans, and/or resulting in loss of revenue and/or ~~cause~~causing us to incur additional expenses. While we may undertake measures indicated to mitigate the adverse impacts of such events, there are no assurances that any of the measures we take will be sufficient or successful.

Furthermore, in the event of any disruption to our operations or those of the companies with whom we do business ~~with~~, we could experience delays in product development, marketing, operations and customer service efforts, incur significant losses, require substantial recovery time and experience significant expenditures in order to resume or maintain operations, any of which could have a material adverse impact on our business, financial condition and results of operations.

For example, the Ukrainian-Russian conflict, the responses thereto (such as sanctions imposed by the United States and other countries) and any expansion thereof have had, and may continue to have, unpredictable and/or adverse effects on the domestic and global economy and financial markets. Although we have not yet experienced any material direct impact from the Ukrainian-Russian conflict, in part because our business is conducted exclusively in the United States, our business, financial condition or results of operations may be impacted if the conflict prolongs and/or its impact exacerbates.

Similarly, natural disasters have had, and likely will continue to have, unpredictable and/or adverse effects on our customers. With increases to the frequency, breadth and impact of natural disasters, such as fires and hurricanes, the potential for a single or series of natural disaster(s) to have a material adverse impact on our business is also increasing.

Finally, geopolitical conflicts ~~such~~ as ~~the Ukrainian-Russian conflict and the conflict in the Gaza Strip as~~ well as natural disasters such as the 2025 Los Angeles area wildfires, and their impacts, have had, and may continue to have, the effect of heightening many of the other risks described in “Item 1A. Risk Factors” and elsewhere in our Annual Report, such as escalating inflation, elevating the possibility of a decline in economic conditions and increasing cybersecurity risk.

RISKS RELATED TO CREDIT AND COLLECTIONS

If the credit decisioning, pricing, loss forecasting and scoring models we use contain errors, do not adequately assess risk, or are otherwise ineffective, our reputation and relationships with customers could be harmed, our market share could decline and the value of loans held on our balance sheet may be adversely affected.

Our ability to attract customers to, and build trust in, our marketplace bank platform is significantly dependent on our ability to effectively evaluate a borrower’s credit profile and likelihood of default. To conduct this evaluation, we utilize credit decisioning, pricing, loss forecasting and scoring models that assign each loan offered through our marketplace bank platform a grade and a corresponding interest rate. Our models are based on algorithms that evaluate a number of factors, including behavioral data, transactional data, bank data and employment information, which may not effectively predict future loan losses. If we are unable to effectively segment borrowers into relative risk profiles, we may be unable to offer attractive interest rates for borrowers and risk-adjusted returns for marketplace investors.

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evaluate a number of factors, including behavioral data, transactional data, bank data and employment information, which may not effectively predict future loan losses. If we are unable to effectively segment borrowers into relative risk profiles, we may be unable to offer attractive interest rates for borrowers and risk-adjusted returns for marketplace investors.

Additionally, if these models fail to adequately assess the creditworthiness of our borrowers, we may experience higher than forecasted losses. Furthermore, as stated above, we hold loans on our balance sheet. We periodically assess the value of these loans and in doing so we review and incorporate a number of factors including forecasted losses. Accordingly, if we fail to adequately assess the creditworthiness of borrowers such that we experience higher than forecasted losses, the value of the loans held on our balance sheet may be adversely affected.

We continually refine these algorithms based on new data and changing macroeconomic conditions. However, there is no guarantee that the credit decisioning, pricing, loss forecasting and scoring models that we use have accurately assessed the creditworthiness of our borrowers, or will be effective in assessing creditworthiness in the future.

Similarly, if any of these models contain programming or other errors, are ineffective, or include misunderstood or incorrectly set assumptions or limitations, or the data provided by borrowers or third parties is incorrect or stale, our loan pricing and approval process could be negatively affected, resulting in mispriced or misclassified loans or incorrect approvals or denials of loans. If these errors were to occur, we may be obligated to repurchase the affected loans, marketplace investors may try to rescind their affected purchases or investments or decide not to purchase or invest in loans in the future or borrowers may seek to revise the terms of their loans or reduce the use of our marketplace bank platform for loans.

Additionally, we have entered, and may continue to enter, into credit support agreements where we may be obligated to make payments to certain marketplace investors if the losses on their loan portfolios exceed certain agreed-upon thresholds. If we are unable to accurately predict and manage losses, credit losses may exceed these agreed-upon thresholds and we may be obligated to make payments to these marketplace investors, which could negatively impact our results of operations.

Further, the use of these models, algorithms and ~~artificial~~AI ~~intelligence~~ for determining loan grades and corresponding interest rates may also heighten the risk of legal or regulatory scrutiny. We may be required to alter our models for compliance purposes, which could impact the interest rates offered to borrowers, the risk-adjusted returns offered to marketplace investors, result in higher losses or otherwise impact our results of operations.

If collection efforts on loans are ineffective or unsuccessful, the return on investment for investors in those loans would be adversely affected and investors may not find investing through our marketplace bank platform desirable.

Many of our loan products, including all of our personal loans, are unsecured obligations of borrowers, and they are not secured by any collateral. None of the loans facilitated on our platform are guaranteed or insured by any third party or backed by any governmental authority in any way. We are the loan servicer for all loans supporting our Structured Program transactions and we are the loan servicer for most, though not all, loans sold as whole loans. The ability to collect on the loans is dependent on the borrower’s continuing financial stability and willingness to make loan payments, and consequently, collections can be adversely affected by a number of factors, including job loss, divorce, death, illness, bankruptcy or the economic and/or social factors referenced above in the risk factor “A decline in social and economic conditions may adversely affect our customers, which may negatively impact our business and results of operations.” Furthermore, the application of various federal and state laws, including ~~federal and state~~ bankruptcy and insolvency laws, may limit the amount that can be recovered on these loans. Accordingly, we and our designated third-party servicers and collection agencies are limited in our ability to collect loans.

In addition, most marketplace investors depend on us or our third-party servicers and collection agencies to pursue collection on delinquent borrower loans. Collections are remitted to marketplace investors only to the extent we receive payments on the corresponding loans. If we, or third parties on our behalf, cannot adequately perform collection services on the loans, the marketplace investor will not be entitled to any remittances under the terms of the investment. Further, if collection action must be taken in respect of a loan, we or the collection agency may charge a collection fee on any amounts that are obtained (excluding litigation). These fees will correspondingly reduce the amounts of any payments received by an investor. Similarly, the returns to investors may be impacted by declines in market rates for sales of charged-off loans to third-party purchasers. Ultimately, if delinquencies impair

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the investment. Further, if collection action must be taken in respect of a loan, we or the collection agency may charge a collection fee on any amounts that are obtained (excluding litigation). These fees will correspondingly reduce the amounts of any payments received by an investor. Similarly, the returns to investors may be impacted by declines in market rates for sales of charged-off loans to third-party purchasers. Ultimately, if delinquencies impair our ability to offer competitive risk-adjusted returns for marketplace investors, they may seek alternative investments and our business may suffer.

In addition, if we experience a significant increase in the number of charged-off loans we will be unable to collect our servicing fee for such loans and our revenue could be adversely affected.

Further, we use internet-based processes to obtain application information and distribute certain legally required notices to applicants and borrowers of our loans and to obtain electronically signed loan documents. These processes may result in greater risks than paper-based loan originations, including risks regarding the sufficiency of notice for consumer protection laws, risks that borrowers may challenge the authenticity of loan documents or the validity of the borrower’s electronic signature on loan documents and risks that unauthorized changes are made to electronic loan documents. Any of these factors could cause our loans or certain terms of our loans to be unenforceable against a borrower or impair our ability to service the loans, which could adversely affect the value of our loans and our business, financial condition and results of operations.

Credit and other information that we receive from borrowers or third parties about a borrower may be inaccurate or may not accurately reflect the borrower’s creditworthiness, which may cause us to inaccurately price loans made through our marketplace bank platform.

Our ability to review and select qualified borrowers depends on obtaining borrower credit information from consumer reporting agencies, such as TransUnion, Experian or Equifax, and other third parties. We assign loan grades to loan requests based on our credit decisioning and scoring models that take into account reported credit score, other information reported by the consumer reporting agencies and the requested loan amount, in addition to a variety of other factors. A credit score or loan grade assigned to a borrower may not reflect that borrower’s actual creditworthiness because the credit score or loan grade may be based on outdated, incomplete or inaccurate data, including consumer reporting data, and we do not verify the information obtained from a borrower’s credit report.

Additionally, there is a risk that, following the date of the credit report or other third-party data that we obtain and review, a borrower may have:

•become delinquent in the payment of an outstanding obligation;

•defaulted on a pre-existing debt obligation;

•taken on additional debt; or

•sustained other adverse financial events.

In addition, borrowers supply a variety of information, including information that is included in the loan listings on our marketplace bank platform, and this information may be inaccurate or incomplete. To verify a borrower’s identity, income or employment, our verification process and teams connect to various data sources, directly or through third-party service providers, contact the human resources department of the borrower’s stated employer, or request pay stubs. However, we often do not verify a borrower’s stated income, tenure, job title, home ownership status or intention for the use of loan proceeds.

The factors above may result in loans being issued to otherwise non-qualified borrowers and/or impact our ability to effectively segment borrowers into relative risk profiles, each of which may impair our ability to offer competitive risk-adjusted returns for investors, which may cause investors to seek alternative investments from ours and our business may suffer. Additionally, if borrowers default on loans that are not priced correctly because the information provided by the borrowers or third parties is inaccurate, investors may try to rescind their affected investments in these loans or the loans may not perform as expected and our reputation may be harmed.

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RISKS RELATED TO OUR INDUSTRY

Substantial and increasing competition in our industry may harm our business.

The financial services and banking industry is ~~increasingly~~highly competitive. We compete with financial products and companies that attract borrowers, ~~investors~~depositors, and/or ~~both,~~marketplace ~~as described in “Item 1~~investors. ~~Business – Competition.”~~

Many of our competitors have significantly greater financial resources and may have access to less expensive capital than we do, and may offer a broader range of products, services or features, assume a greater level of risk, have lower operating or financing costs, or have different profitability expectations than us. Certain competitors may be able to offer lower rates to borrowers than we are able to offer and/or structure their products in a manner that is more attractive to potential customers. Additionally, some of our competitors ~~may~~have ~~also~~less beregulatory ~~subject~~oversight toand/or ~~less~~lower ~~burdensome~~cost ~~licensing~~structures than us. Further, competition within the financial services industry is increasing as technology (such as artificial intelligence) enables efficiencies and ~~other~~innovations, ~~regulatory~~additional ~~requirements~~companies obtain bank charters, and non-banks expand the scope of their products and services.

If we do not offer, price and develop attractive products and services for our customers, we may not be able to compete effectively against our competitors and our business and results of operations may be materially harmed. Additionally, competition may drive us to take actions that we might otherwise avoid, such as lowering interest rates or fees on loans or raising interest rates on deposits, and that may adversely affect our business and results of operations.

For example, in response to the proposal for a 10% cap on credit card interest rates, and as of the date of this Annual Report, certain companies or financial institutions are offering or are reported to be considering offering credit card products with a 10% promotional interest rate. A significant portion of loan customers use our personal loan product to refinance existing higher interest rate credit card debt into a lower interest rate personal loan with us. Lower interest rates on credit cards could be accompanied by a reduction in credit availability, which may present an opportunity for us to offer our personal loan product to customers unable to obtain credit through credit cards. However, the impact of a reduction in credit card interest rates, net of any potential opportunities we may have as a result, especially a sustained, a broad-based and/or retroactively applied reduction, is uncertain and could materially and adversely impact our origination volume, financial condition and results of operations.

We could be adversely affected by the soundness of other financial institutions.

Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks and other institutional clients. Many of these transactions expose us to credit risk in the event of a default by a counterparty or client. In addition, our credit risk may be exacerbated when our collateral cannot be foreclosed upon or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due. Any such losses could adversely affect our business, financial condition and results of operations.

In addition, events or perceptions with respect to liquidity, defaults and other markers of stability, performance and/or strength within the financial services industry have led, and may in the future, lead, to market-wide liquidity concerns, erosion of confidence in the banking system, the closure of financial services institutions and other adverse consequences. For example, in 2023, Silicon Valley Bank, Signature Bank, and First Republic Bank each failed shortly after substantial reductions in their deposit bases over the course of a few days/weeks. Any such events or perceptions may make our members reluctant to use our products and services or could adversely affect our business, financial condition and results of operations. Further, increases in our FDIC insurance premiums in connection with bank failures, or other events, may adversely affect our results of operations and financial condition.

LENDINGCLUB CORPORATION

RISKS RELATED TO PERSONNEL AND THIRD PARTIES

If we fail to attract and retain ~~our~~ highly skilled employees needed to support our business, we may not be able to achieve our anticipated level of growth and our business could suffer.

We believe our success depends on the efforts and talents of our employees, including software engineers, financial, banking, credit and risk personnel, and marketing professionals. Our future success depends on our continued ability to attract, develop, motivate and retain highly qualified and skilled employees. Competition for highly skilled technical and financial personnel, particularly in the San Francisco Bay Area, is extremely intense. Building and maintaining a positive culture and work environment that reinforces our values is also critical to attracting and retaining employees.

37We have previously experienced a high attrition rate from employees and while attrition rates have materially reduced recently, they may again become elevated. We periodically make adjustments to our compensation levels and structures as our business and the competitive market for talent evolves. Further, many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. While we strive to create a fulfilling workplace with competitive compensation, certain existing and prospective employees may find our workplace and/or compensation levels and structures to be unattractive, which may adversely impact our business by compromising our ability to retain and recruit an appropriately skilled workforce. Additionally, changes in U.S. immigration policy may make it difficult to renew or obtain visas for certain highly skilled employees that we have hired or are recruiting. For example, in September 2025, the current presidential administration issued a proclamation requiring a $100,000 fee for new H-1B visa applications. We cannot predict what other changes, if any, will be made to U.S. immigration policy, whether the changes will be retained or the effect that such changes may have on our business and earnings prospects or our ability to recruit or hire highly skilled employees.

LENDINGCLUB CORPORATION

We have previously experienced a high attrition rate from employees and while attrition rates have materially reduced recently, they may again become elevated. We periodically make adjustments to our compensation levels and structures as our business and the competitive market for talent evolves. Further, many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. While we strive to create a fulfilling workplace with competitive compensation, certain existing and prospective employees may find our workplace and/or compensation levels and structures to be unattractive, which may adversely impact our business by compromising our ability to retain and recruit an appropriately skilled workforce. Additionally, changes in U.S. immigration policy may make it difficult to renew or obtain visas for certain highly skilled employees that we have hired or are recruiting.

In addition to attracting and retaining highly skilled employees in general, our future performance depends, in part, on our ability to attract and retain key personnel, including our executive officers, senior management team and other key personnel, all of whom would be difficult to replace. The loss of the services of our executive officers, members of our senior management team or key employees and functions, and the process to replace and/or rebuild any of them, involve significant time and expense and distraction that may significantly delay or prevent the achievement of our business objectives or impair our operations or results.

Misconduct and errors by our employees, contractors and third-party service providers could harm our business and reputation.

We are exposed to many types of operational risk, including the risk of misconduct and errors by our employees and other third-party service providers. Our business depends on our employees, contractors and third-party service providers to facilitate the operation of our business and process a large number of increasingly complex transactions, and if any of our employees, contractors or third-party service providers provide unsatisfactory service or take, convert or misuse funds, documents or data (including customer and/or internal documents or data), make an error, or fail to follow protocol when interacting with customers, we could lose customers, harm our reputation, be liable for damages, be subject to repurchase obligations and be subject to complaints, regulatory actions and penalties.

While we have internal procedures and oversight functions to protect us against these risks, we could also be perceived to have facilitated or participated in the illegal misappropriation of funds, documents or data, or the failure to follow protocol, and therefore be subject to civil or criminal liability. Additionally, while we have a third-party risk management program, we do not control our third-party service providers and there can be no assurance that they will notify us of any potential risks or incidents in a timely manner or that our risk management program will mitigate the negative impact of a third-party service provider on our business.

LENDINGCLUB CORPORATION

Additionally, our use of third-party vendors is subject to increasingly demanding regulatory requirements and attention by our regulators. Regulations require us to perform due diligence of, perform ongoing monitoring of and exercise certain controls over our third-party vendors and other ongoing third-party business relationships. We expect that our regulators will hold us responsible for deficiencies in our oversight and control of our third-party relationships and in the performance of the parties with which we have these relationships.

Any of these occurrences could result in our diminished ability to operate our business, potential liability to customers, inability to attract future customers, reputational damage, regulatory intervention, enforcement action and financial harm, which could negatively impact our business, financial condition and results of operations.

Our growth depends in part on the success of our strategic relationships with third parties.

In order to grow our business and effectuate our business strategy, we anticipate that we will depend in part on our ability to develop and expand our strategic relationship with third parties to offer additional products and services on our platform.

Identifying suitable partners, and negotiating and documenting relationships with them, requires significant time and resources. In some cases, we also compete directly with our partners’ product offerings, and if these partners cease their strategic relationship with us it could result in fewer product and service offerings on our platform, which may impede our ability to execute on our business strategy. Further, if we are unsuccessful in establishing or maintaining our relationships with third parties, or realizing the anticipated benefits from such partnerships, our ability to compete and to grow our revenue could be impaired and our operating results may suffer.

LENDINGCLUB CORPORATION

maintaining our relationships with third parties, or realizing the anticipated benefits from such partnerships, our ability to compete and to grow our revenue could be impaired and our operating results may suffer.

A disruption or failure in services provided by third parties could materially and adversely affect our business.

We increasingly rely on third parties to provide and/or assist with certain critical aspects of our business, including: (i) customer support, (ii) collections, (iii) loan origination, (iv) data verification, (v) record keeping and (vi) cloud computing. These third parties may be subject to cybersecurity incidents, privacy breaches, service disruptions and/or financial, legal, regulatory, labor or operational issues; any of which may result in the third party providing inadequate service levels to us or our customers. In addition, these third parties may breach their agreements with us and/or refuse to continue or renew these agreements on commercially reasonable terms. If any third party provides inadequate service levels or fails to provide services at all, we may face business disruptions, customer dissatisfaction, reputational damage and/or financial and legal exposure; any of which may harm our business.

Our controls and procedures may be inadequate, fail or be circumvented and our business, operating results and financial condition may be adversely affected.

financial condition may be adversely affected.

We are required to maintain effective controls and procedures, including internal controls over our operations, financial reporting, disclosure controls and procedures, compliance monitoring and corporate governance policies and procedures. Designing and implementing effective controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business, industry and the economic and regulatory environment and to expend significant resources to maintain a system of controls that is adequate to satisfy our public company and bank regulatory obligations.

If we are unable to establish and maintain appropriate controls and procedures, or if our employees, contractors or third-party service providers fail to abide by or circumvent such controls and procedures, it could cause us to fail to meet our regulatory or financial reporting obligations, cause us to fail to timely detect errors, result in misstatements or omissions in our consolidated financial statements, harm our operating results and financial condition or otherwise adversely affect our business operations. We could also become subject to investigations by the NYSE, the SEC, or our banking regulators, or state agencies which could require additional financial and management resources.

LENDINGCLUB CORPORATION

RISKS RELATED TO DATA, INTELLECTUAL PROPERTY AND PRIVACY

Security incidents, system failures, bugs in our system, and similar disruptions could impair our operations, compromise the confidential information of our borrowers and our investors, damage our reputation, and harm our business and financial performance.

We believe the technology platform that powers our marketplace bank enables us to deliver solutions to customers and provides a significant time and cost advantage over traditional banks. The satisfactory performance, reliability and availability of our technology and underlying network infrastructure are critical to our operations, customer service and reputation. Like all information systems and technology, our systems may contain or develop material errors, failures, vulnerabilities or bugs, particularly when new features or capabilities are released, and may be subject to computer viruses or other malicious code, break-ins, phishing impersonation attacks, attempts to overload our servers with denial-of-service or other attacks, ransomware and similar incidents or disruptions from unauthorized use of our computer systems, as well as unintentional incidents causing data leakage, any of which could lead to interruptions, delays or make it difficult or impossible for us to deliver a satisfactory experience to our customers. Our failure to maintain satisfactory performance, reliability and availability of our technology and underlying network infrastructure may impair our ability to attract new customers and retain existing customers, which could have a material adverse effect on our business.

Our business involves the collection, storage, processing and transmission of customers’ personal information, including their financial information. The highly automated nature of our marketplace bank, our reliance on digital technologies and the types and amount of data collected, stored and processed on our systems make us an attractive target and subject to cyber-attacks, computer viruses, ransomware, physical or electronic break-ins and similar disruptions. While we have taken steps to protect confidential information that we collect, create, or have access to, our security measures or those of our third-party vendors and business partners are subject to breach. Unauthorized access to our proprietary business information or customer data may be obtained through, among other things, break-ins, sabotage, computer malware, viruses, social engineering, ransomware attacks, hacking into the systems or facilities of us or our partners, vendors, or customers, exposing and exploiting design flaws in our software, or other misconduct, including by state-sponsored and other sophisticated organizations. Such incidents have become more prevalent in recent years and may target our systems or facilities or those of our partners, vendors, or customers. For example, outside parties have attempted to fraudulently induce employees, vendors, customers, and others to disclose sensitive or confidential information in order to gain access to our systems. Our security measures could also be compromised by our personnel, theft or errors, or be insufficient to prevent exploitation of security vulnerabilities in software or systems on which we rely.

39Cyber-attacks have occurred on our systems in the past and may occur on our systems in the future. Although in 2025 we did not suffer material costs or disruption to our business from any such incident, unauthorized access to our marketplace bank and servicing systems can result in confidential borrower and investor information being stolen and potentially used for criminal purposes. Breaches of our security measures could negatively impact our relationships with customers, lead to interruptions or delays or make it difficult or impossible for us to deliver a satisfactory experience to our customers and expose us to liability related to the loss of the information, time-consuming expensive litigation and negative publicity. Moreover, any future security breach may also result in the theft of our intellectual property, proprietary data, or trade secrets, which could have a material adverse impact on our reputation, business operations and financial performance.

We also may be required to notify regulators, affected individuals and/or stockholders about any actual or perceived data breach involving personal information or material cybersecurity incident within strict time periods. This notice may be difficult to provide in a timely fashion for many reasons, including due to the complexity of gathering, verifying and analyzing relevant information. Furthermore, disclosures regarding a security breach may be costly to implement and often lead to widespread negative publicity, which may cause customers to lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm our reputation, could cause us to lose borrowers, investors and ecosystem partners and could adversely affect our business and operations.

LENDINGCLUB CORPORATION

~~target~~Because ~~and~~there ~~subject~~are tomany ~~cyber-attacks,~~different ~~computer~~cybercrime ~~viruses,~~and ~~ransomware,~~hacking ~~physical~~techniques ~~or electronic break-ins~~ and ~~similar~~such ~~disruptions.~~techniques ~~While~~continue ~~we have taken steps~~ to ~~protect~~evolve, ~~confidential~~including ~~information~~from ~~that~~cyber-attacks weusing ~~collect~~AI, ~~create,~~we ormay ~~have~~be ~~access~~unable to, ~~our~~anticipate attempted security ~~measures~~breaches, orreact ~~those~~in ofa ~~our~~timely ~~third-party~~manner ~~vendors~~or ~~and~~implement ~~business~~adequate ~~partners~~preventative ~~are~~or ~~subject~~remediation ~~to breach~~measures. ~~Unauthorized~~Cyber-attacks ~~access to our proprietary business information or customer data~~ may betake ~~obtained~~advantage ~~through,~~of ~~among~~weaknesses ~~other~~in ~~things, break~~third-~~ins,~~party ~~sabotage,~~technology ~~computer~~or ~~malware,~~standards ~~viruses,~~of ~~social~~which ~~engineering,~~we ~~ransomware~~are ~~attacks,~~unaware ~~hacking into the systems~~ or ~~facilities~~that ofwe usdo ornot ~~our~~control ~~partners,~~and ~~vendors,~~may ornot ~~customers,~~be ~~exposing~~recognized ~~and~~until ~~exploiting~~long ~~design~~after ~~flaws~~they inhave ~~our~~been ~~software,~~launched. orCertain ~~other~~efforts ~~misconduct,~~may ~~including~~be by state-sponsored ~~and~~or from other sophisticated organizations., ~~Such~~and ~~incidents~~supported ~~have~~by ~~become~~significant ~~more~~financial ~~prevalent~~and intechnological ~~recent~~resources, ~~years~~making ~~and~~them ~~may~~even ~~target~~more ~~our~~difficult ~~systems~~to ordetect. ~~facilities~~Efforts orto ~~those~~prevent ofhackers ~~our~~from ~~partners,~~disrupting ~~vendors,~~our services or ~~customers.~~otherwise ~~For~~accessing ~~example,~~our ~~outside~~systems ~~parties~~are ~~have~~expensive ~~attempted~~ to ~~fraudulently induce employees~~develop, ~~vendors~~implement, ~~customers,~~ and ~~others~~maintain. toSuch ~~disclose~~efforts ~~sensitive~~require orongoing ~~confidential~~monitoring ~~information~~and inupdating ~~order~~as totechnologies ~~gain~~change ~~access~~and efforts to ~~our~~overcome ~~systems. Our~~ security measures ~~could~~become ~~also~~more besophisticated ~~compromised~~and bymay ~~our~~limit ~~personnel,~~the ~~theft~~functionality ~~or errors~~of, or beotherwise ~~insufficient~~adversely toimpact, ~~prevent~~our ~~exploitation~~service ofofferings ~~security~~and ~~vulnerabilities in software or~~ systems ~~on which we rely~~.

~~Cyber-attacks~~The ~~have~~systems ~~occurred~~we onrely ~~our~~upon ~~systems~~also inremain ~~the~~vulnerable ~~past~~to ~~and~~damage ~~may~~or ~~occur~~interruption onfrom ~~our~~a ~~systems~~number inof other factors, including the ~~future.~~failure ~~Although~~of inour ~~2024~~network weor ~~did~~software ~~not~~systems, ~~suffer~~natural ~~material~~disasters, ~~costs~~terrorism, ortelecommunication ~~disruption~~failures, tohuman ~~our~~error, ~~business~~third-party ~~from~~error, ~~any~~other-man ~~such~~made ~~incident~~problems, ~~unauthorized~~and ~~access~~similar toevents ~~our~~or ~~marketplace~~disruptions. ~~bank~~Any ~~and~~interruptions ~~servicing~~or delays in our technology systems ~~can~~or ~~result~~service, inwhether ~~confidential~~accidental ~~borrower~~or ~~and~~willful, ~~investor~~could ~~information~~harm ~~being~~our ~~stolen~~relationships ~~and~~with ~~potentially~~our ~~used~~customers ~~for~~and ~~criminal~~our ~~purposes~~reputation. ~~Breaches~~Additionally, ofin ~~our~~the ~~security~~event ~~measures~~of ~~could~~damage ~~negatively~~or ~~impact~~interruption, our ~~relationships~~insurance ~~with~~policies ~~customers,~~may ~~lead~~not toadequately ~~interruptions~~compensate orus ~~delays~~for orany ~~make~~losses itthat ~~difficult~~we ormay ~~impossible~~incur. ~~for~~Our usdisaster torecovery ~~deliver~~plan ahas ~~satisfactory~~not ~~experience~~been totested ~~our~~under ~~customers~~actual disaster conditions, and ~~expose~~we usmay tonot ~~liability~~have ~~related~~sufficient capacity to ~~the~~recover ~~loss~~all ofdata ~~the~~and ~~information,~~services ~~time-consuming~~in ~~expensive~~the ~~litigation~~event ~~and~~of ~~negative~~an ~~publicity~~outage. ~~Moreover,~~These ~~any~~factors ~~future~~could ~~security~~prevent ~~breach~~us ~~may~~from ~~also~~processing ~~result~~or inposting ~~the~~payments ~~theft~~on ofloans, impact our ~~intellectual~~bank ~~property~~operations, ~~proprietary~~damage ~~data~~our brand and reputation, ordivert ~~trade~~our ~~secrets~~employees’ attention, ~~which~~reduce ~~could~~our ~~have~~revenue, asubject ~~material~~us ~~adverse~~to ~~impact~~liability onand cause customers to abandon our ~~reputation~~marketplace bank platform, any of which could adversely affect our business, ~~operations~~financial condition and ~~financial~~results ~~performance~~of operations.

We also may be required to notify regulators, affected individuals and/or stockholders about any actual or perceived data breach involving personal information or material cybersecurity incident within strict time periods. This notice may be difficult to provide in a timely fashion for many reasons, including due to the complexity of gathering, verifying and analyzing relevant information. Furthermore, disclosures regarding a security breach may be costly to implement and often lead to widespread negative publicity, which may cause customers to lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm our reputation, we could lose borrowers, investors and ecosystem partners and our business and operations could be adversely affected.

Because there are many different cybercrime and hacking techniques and such techniques continue to evolve, we may be unable to anticipate attempted security breaches, react in a timely manner or implement adequate preventative measures. Cyber-attacks may take advantage of weaknesses in third-party technology or standards of which we are unaware or that we do not control and may not be recognized until long after they have been launched. Certain efforts may be state-sponsored or from other sophisticated organizations, and supported by significant financial and technological resources, making them even more difficult to detect. Efforts to prevent hackers from disrupting our services or otherwise accessing our systems are expensive to develop, implement, and maintain. Such efforts require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated and may limit the functionality of, or otherwise adversely impact, our service offerings and systems.

The systems we rely upon also remain vulnerable to damage or interruption from a number of other factors, including the failure of our network or software systems, natural disasters, terrorism, telecommunication failures, human error, third-party error, other-man made problems, and similar events or disruptions. Any interruptions or delays in our technology systems or service, whether accidental or willful, could harm our relationships with our customers and our reputation. Additionally, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. Our disaster recovery plan has not been tested under actual disaster conditions, and we may not have sufficient capacity to recover all data and services in the event of an outage. These factors could prevent us from processing or posting payments on loans, impact our bank operations, damage our brand and reputation, divert our employees’ attention, reduce our revenue, subject us to liability and

LENDINGCLUB CORPORATION

cause customers to abandon our marketplace bank platform, any of which could adversely affect our business, financial condition and results of operations.

Cyber-attacks suffered by third parties upon which we rely could negatively affect our business.

We rely on third-party service providers to provide critical services that help us deliver our solutions and operate our business. These providers may store or otherwise process the same sensitive, proprietary, and confidential information that we handle. For example, in certain circumstances we utilize third-party vendors, including cloud applications and services, to facilitate the servicing of customer accounts. Under these arrangements, third-party vendors require access to certain customer data for the purpose of servicing the accounts. These service providers may not have adequate security measures and could experience a security incident that compromises the confidentiality, integrity, or availability of the systems they operate for us or the information they process on our behalf. Such occurrences could adversely affect our business to the same degree as if we had experienced these occurrences directly, and we may not have recourse to the responsible third-party service providers for the resulting liability we incur.

We also utilize certain information provided by third parties to facilitate the marketing, distribution, servicing and collection of loans. A cyber-attack suffered by a third party that provides data to us could impact our ability to market, distribute, service or collect for borrowers or investors. For example, Equifax announced a significant cyber breach that impacted millions of consumers. We utilize certain information from Equifax to allow us to market our products through pre-screened offers to qualified borrowers. If a consumer elects to “freeze” their credit data, we would not be able to access their information to make these pre-screened offers. Further, as a result of the release of personal information from a third-party platform, we could experience an increase in fraudulent loan applications or investor accounts. Under our policies, we reimburse investors for any loan obtained as a result of a verified identity fraud and any increase in identity theft could result in increased reimbursement costs.

The collection, processing, storage, use, and disclosure of personal information could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

We receive, transmit, store and process a large volume of personal information and other user data~~. There are federal~~, ~~state~~ and ~~foreign~~as ~~laws~~our ~~regarding~~products ~~privacy~~ and ~~the~~services ~~storing,~~are ~~sharing,~~mobile ~~use,~~and ~~disclosure~~internet-based, ~~protection~~the ~~and~~amount ~~other processing~~ of ~~personal information and other user~~ data. ~~Specifically,~~we ~~personal~~store ~~information~~for isour ~~increasingly~~customers ~~subject~~has tobeen ~~legislation~~increasing and ~~regulations~~will incontinue ~~numerous~~to Uincrease.S. ~~and~~There ~~international~~are ~~jurisdictions~~federal, ~~the~~state ~~intent~~and offoreign ~~which~~laws isregarding ~~to protect the~~ privacy ~~of personal information that is collected, processed~~ and ~~transmitted in or from~~ the ~~governing~~storing, ~~jurisdiction.~~

Governments, regulators, the plaintiffs’ bar, privacy advocates and customers have increased their focus on how companies collect, process, use, store, share and transmit personal information. This regulatory framework for privacy issues worldwide is evolving and is likely to continue to evolve for the foreseeable future, which creates uncertainty. For example, in California, the California Consumer Privacy Act (CCPA) became effective on January 1, 2020 and was modified by the California Privacy Rights Act (CPRA) on January 1, 2023. The CCPA and CPRA, among other things, gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how certain personal information is used and shared. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches, which is expected to increase the volume, cost and success of class action data breach litigation. The CPRA also established the California Privacy Protection Agency to implement and enforce the CCPA and CPRA, as well as to impose administrative fines. The full impact of this law and its corresponding regulations, future enforcement activity and potential liability is unknown. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the U.S., and multiple states have enacted or proposed similar laws. There is also discussion in Congress of new comprehensive federal data protection and privacy laws which we likely would be subject to if enacted. Additionally, the CFPB recently issued a final rule to implement Section 1033 of the Dodd-Frank Act (the Open Banking Rule) on “open banking” and protection of personal financial data rights that would give consumers certain rights regarding the use and transfer of their personal financial data.43

LENDINGCLUB CORPORATION

Wesharing, ~~cannot yet predict the full impact of the CCPA~~use, ~~CPRA~~disclosure, ~~Open~~protection ~~Banking~~and ~~Rule or any~~ other ~~proposed or enacted state, U.S. or international data privacy legislation on our business or operations, but such laws may require us to modify our data~~ processing ~~practices~~of ~~and~~personal ~~policies~~information and toother ~~incur~~user ~~substantial costs and expenses in an effort to comply~~data. WeSpecifically, ~~could~~personal ~~also~~information beis ~~adversely~~increasingly ~~affected~~subject ~~if other legislation or regulations are expanded~~ to ~~require changes in business practices or privacy policies, or if governing jurisdictions interpret or implement their~~ legislation orand regulations in ~~ways~~numerous ~~that~~U.S. ~~negatively~~and ~~affect~~international ~~our business~~jurisdictions, ~~financial~~the ~~condition~~intent ~~and results~~ of ~~operations.~~which ~~Any~~is ~~actual or perceived failure~~ to ~~comply~~protect ~~with~~the ~~data~~ privacy ~~laws~~of orpersonal ~~regulations,~~information orthat ~~related~~is ~~contractual or other obligations~~collected, orprocessed ~~any perceived privacy rights violation, could lead to investigations, claims,~~ and ~~proceedings~~transmitted byin ~~governmental~~or ~~entities~~from ~~and~~the ~~private~~governing ~~parties, damages for contract breach, and other significant costs, penalties, and other liabilities, as well as harm to our reputation and market position~~jurisdiction.

WeGovernments, ~~post~~regulators, onthe ~~our~~plaintiffs’ ~~website~~bar, ~~our~~ privacy ~~policies~~advocates and ~~practices~~customers ~~concerning~~have ~~the~~increased ~~collection~~their focus on how companies collect, process, use, ~~disclosure~~store, share and ~~processing~~transmit of personal information. WeThis ~~also~~regulatory ~~obtain~~framework ~~consent~~for ~~from~~privacy ~~our~~issues ~~borrowers~~worldwide tois ~~share~~evolving ~~personal~~and ~~information~~is ~~under~~likely ~~certain~~to ~~conditions.~~continue Weto ~~are~~evolve ~~subject~~for to the ~~terms~~foreseeable offuture, ~~our~~which ~~privacy~~creates ~~policies,~~uncertainty. ~~privacy-related~~For ~~disclosures~~example, ~~and~~California ~~contractual~~adopted ~~and~~the ~~other~~California ~~privacy-related~~Consumer ~~obligations~~Privacy toAct ~~our~~(CCPA), ~~customers~~which ~~and~~was ~~other~~modified ~~third~~by ~~parties~~the California Privacy Rights Act (CPRA). ~~Our~~The ~~failure~~CCPA and CPRA, ~~real~~among orother ~~perceived~~things, togives ~~comply~~California ~~with~~residents ~~applicable~~expanded ~~privacy~~rights ~~policies~~to oraccess ~~federal,~~and ~~state~~delete ortheir ~~foreign~~personal ~~laws~~information, ~~and~~opt ~~regulations~~out orof ~~any~~certain ~~compromise~~personal ofinformation ~~security~~sharing, ~~that~~and ~~results~~receive indetailed ~~the~~information ~~unauthorized~~about ~~release~~how ofcertain personal information oris ~~other~~used ~~user~~and ~~data~~shared. ~~could~~The ~~damage~~CCPA ~~our~~provides ~~reputation~~for civil penalties for violations, ~~discourage~~as ~~potential~~well ~~borrowers~~as ora ~~investors~~private ~~from~~right ~~using~~of ~~our~~action ~~marketplace~~for ~~bank~~certain ordata ~~result~~breaches, inwhich ~~fines~~is orexpected ~~proceedings~~to ~~brought~~increase ~~against~~the usvolume, ~~our~~cost ~~issuing~~and ~~banks~~success orof ~~other~~class ~~third~~action ~~parties~~data bybreach ~~governmental~~litigation. ~~agencies,~~The ~~borrowers,~~CPRA ~~investors~~also orestablished ~~other~~the ~~third~~California ~~parties,~~Privacy ~~one~~Protection orAgency ~~all~~to ofimplement ~~which~~and ~~could~~enforce ~~materially~~the ~~adversely~~CCPA ~~affect~~and ~~our business~~CPRA, ~~financial~~as ~~condition~~well ~~and~~as ~~results~~to ofimpose ~~operations~~administrative fines. InThe ~~addition~~full toimpact ~~laws,~~of ~~regulations~~this law and ~~other~~its ~~applicable~~corresponding ~~common~~regulations, ~~law~~future ~~rules~~enforcement ~~regarding~~activity ~~privacy,~~and ~~privacy~~potential ~~advocacy~~liability ~~groups,~~is ~~industry~~unknown. ~~groups~~Some orobservers ~~other~~have ~~private~~noted ~~parties~~that ~~may~~the ~~propose~~CCPA ~~new~~could ~~and~~mark ~~different~~the ~~privacy~~beginning ~~standards.~~of Wea ~~could~~trend ~~also~~toward bemore ~~subject~~stringent toprivacy ~~liability~~legislation ~~for~~in the ~~inappropriate~~U.S., ~~use~~and ofmultiple ~~information~~states ~~made~~have ~~available~~enacted byor usproposed similar laws. ~~Because~~There ~~the~~is ~~interpretation~~also ~~and~~discussion ~~application~~in Congress of ~~privacy~~new ~~and~~comprehensive federal data protection ~~laws~~ and privacy ~~standards~~laws ~~are~~which ~~still~~we ~~uncertain,~~likely itwould isbe ~~possible~~subject ~~that~~to ~~these~~if ~~laws~~enacted. orAdditionally, ~~privacy~~the ~~standards~~CFPB ~~may~~issued bea ~~interpreted~~final ~~and~~rule ~~applied~~to inimplement aSection ~~manner~~1033 ~~that~~of isthe ~~inconsistent~~Dodd-Frank ~~with~~Act ~~our~~(the ~~practices.~~Open ~~Any~~Banking ~~inability~~Rule) toon ~~adequately~~“open ~~address~~banking” ~~privacy~~and ~~concerns,~~protection ~~even~~of ifpersonal ~~unfounded,~~financial ordata torights ~~comply~~that ~~with~~would ~~applicable~~give ~~privacy~~consumers orcertain ~~data~~rights ~~protection~~regarding ~~laws,~~the ~~regulations~~use and ~~privacy~~transfer ~~standards,~~of ~~could~~their ~~result~~personal infinancial ~~additional~~data. ~~cost~~However, ~~and~~under ~~liability~~the ~~for~~current uspresidential administration, ~~damage~~the ~~our~~CFPB ~~reputation,~~has ~~inhibit~~begun ~~use~~new ofrulemaking ~~our~~to ~~marketplace~~reconsider ~~bank~~ and ~~harm~~revise ~~our~~the ~~business~~Open Banking Rule.

~~Any~~We ~~failure~~cannot yet predict the full impact of the CCPA, CPRA, Open Banking Rule or any other proposed or enacted state, U.S. or international data privacy legislation on our business or operations, but such laws may restrict our ability to ~~protect~~provide certain products and services or may require us to modify our ~~own~~data ~~intellectual~~processing ~~property~~practices ~~rights~~and policies and to incur substantial costs and expenses in an effort to comply. We could ~~impair~~also be adversely affected if other legislation or regulations are expanded to require changes in business practices or privacy policies, or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our ~~brand~~business, financial condition and results of operations. Any actual or ~~subject~~perceived usfailure to ~~claims~~comply ~~for~~with ~~alleged~~data ~~infringement~~privacy laws or regulations, or related contractual or other obligations, or any perceived privacy rights violation, could lead to investigations, claims, and proceedings by ~~third~~governmental entities and private parties, ~~which~~damages ~~could~~for contract breach, and other significant costs, penalties, and other liabilities, as well as harm to our ~~business~~reputation and market position.

We ~~rely~~post on aour ~~combination~~website ofour ~~copyright,~~privacy ~~trade~~policies ~~secret~~and practices concerning the collection, ~~trademark~~use, ~~patent~~disclosure and ~~other~~processing ~~rights,~~of aspersonal ~~well~~information. asWe ~~confidentiality~~also ~~procedures~~obtain ~~and~~consent ~~contractual~~from ~~provisions~~our borrowers to ~~protect~~share ~~our~~personal ~~proprietary~~information ~~technology,~~under ~~underwriting~~certain ~~and~~conditions. ~~credit~~We ~~decisioning~~are ~~data,~~subject ~~processes~~to ~~and~~the ~~other~~terms ~~intellectual~~of ~~property.~~our ~~However~~privacy policies, ~~the~~privacy-related ~~steps~~disclosures, weand ~~take~~contractual toand ~~protect~~other ~~our~~privacy-related ~~intellectual~~obligations ~~property~~to ~~rights~~our ~~may~~customers beand ~~inadequate.~~other ~~Third~~third parties. ~~may~~Our ~~seek~~failure, toreal ~~challenge~~or perceived, ~~invalidate~~to orcomply ~~circumvent~~with ~~our~~applicable ~~copyright,~~privacy ~~trade~~policies ~~secret,~~or ~~trademark~~federal, ~~patent~~state ~~and~~or ~~other~~foreign ~~rights~~laws orand ~~applications~~regulations ~~for~~or any compromise of security that results in the ~~foregoing.~~unauthorized ~~Further,~~release asof ~~our~~personal ~~business~~information ~~continues~~or toother ~~expand~~user wedata ~~may~~could ~~increase~~damage our ~~dependence~~reputation, ondiscourage ~~third~~potential ~~parties~~borrowers toor ~~provide~~investors ~~additional~~from ~~products~~using ~~and~~our ~~services.~~marketplace ~~Third~~bank ~~parties~~or ~~who~~result ~~are~~in ~~contractually~~fines ~~obligated~~or toproceedings ~~protect~~brought ~~our~~against ~~intellectual~~us ~~property~~or ~~may~~other bethird ~~the~~parties ~~target~~by ofgovernmental ~~data~~agencies, ~~breaches~~borrowers, investors or ~~may~~other ~~breach~~third ~~their~~parties, ~~obligations~~one ~~and~~or ~~disseminate,~~all ~~misappropriate~~of orwhich ~~otherwise~~could ~~misuse~~materially ~~our~~and ~~proprietary~~adversely ~~technology~~affect our business, ~~underwriting~~financial condition and ~~data~~results of operations. In addition to laws, ~~processes~~regulations and other ~~intellectual~~applicable ~~property.~~common ~~Additionally,~~law ~~our~~rules ~~competitors~~regarding privacy, asprivacy ~~well~~advocacy asgroups, aindustry ~~number~~groups ofor other ~~entities~~private parties may propose new and ~~individuals,~~different ~~may~~privacy ~~own~~standards. orWe ~~claim~~could also be subject to ~~own~~liability ~~intellectual~~for ~~property~~the ~~relating~~inappropriate touse ~~our~~of ~~industry~~information made available by us. ~~From~~Because ~~time~~the tointerpretation ~~time,~~and ~~third~~application ~~parties~~of ~~may~~privacy ~~claim~~and ~~that~~data weprotection ~~are~~laws ~~infringing~~and onprivacy ~~their~~standards ~~intellectual~~are ~~property~~still ~~rights~~uncertain, ~~and~~it weis possible that these laws or privacy standards may be ~~found~~interpreted toand beapplied ~~infringing~~in ona ~~such~~manner ~~rights~~that is inconsistent with our practices. WeAny ~~may~~inability to adequately address privacy concerns, ~~however~~even if unfounded, beor ~~unaware~~to ofcomply ~~the~~with ~~intellectual~~applicable ~~property~~privacy ~~rights~~or ~~that~~data ~~others~~protection ~~may~~laws, ~~claim~~regulations ~~cover~~and ~~some~~privacy orstandards, ~~all~~could result in additional cost and liability for us, damage our reputation, inhibit use of our ~~technology~~marketplace orbank ~~services~~and harm our business.

In order to protect our intellectual property rights, we may be required to spend significant resources. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of intellectual property. In addition, any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our products or operating our platform 44

LENDINGCLUB CORPORATION

orAny ~~require~~failure ~~that~~to weprotect ~~comply~~our ~~with~~own ~~other~~intellectual ~~unfavorable~~property ~~terms.~~rights ~~Our~~could ~~failure~~impair toour ~~secure~~brand, ~~protect~~or ~~and~~subject ~~enforce~~us ~~our~~to ~~intellectual~~claims ~~property~~for ~~rights~~alleged ~~could~~infringement ~~seriously~~by ~~adversely~~third ~~affect~~parties, ~~our~~which ~~brand~~could ~~and~~harm ~~adversely impact~~ our business.

We rely on a combination of copyright, trade secret, trademark, patent and other rights, as well as confidentiality procedures and contractual provisions to protect our proprietary technology, underwriting and credit decisioning data, processes and other intellectual property. However, the steps we take to protect our intellectual property rights may be inadequate. Third parties may seek to challenge, invalidate or circumvent our copyright, trade secret, trademark, patent and other rights or applications for any of the foregoing. Further, as our business continues to expand we may increase our dependence on third parties to provide additional products and services. Third parties who are contractually obligated to protect our intellectual property may be the target of data breaches or may breach their obligations and disseminate, misappropriate or otherwise misuse our proprietary technology, underwriting and credit decisioning data, processes and other intellectual property. Additionally, our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our industry. From time to time, third parties may claim that we are infringing on their intellectual property rights, and we may be found to be infringing on such rights. We may, however, be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Additionally, the use of AI may complicate our ability to obtain intellectual property rights with respect to the AI generated content.

The development and use of artificial intelligence presents risks and challenges that could adversely impact our business, financial condition and results of operations.

We, are incorporating AI technology in certain business processes and we or our third-party service providers, may develop or incorporate ~~artificial intelligence (~~AI) ~~technology~~ in ~~certain~~additional business processes, products or services. The development and use of AI presents a number of risks and challenges. The legal and regulatory environment relating to AI is uncertain and rapidly evolving, with states proposing and adopting laws and regulations on the use of AI, which could require changes in our potential use and implementation of AI technology, limit our ability to integrate AI and increase our compliance costs and the risk of non-compliance. For example, the use of machine learning and AI can implicate potential fair lending issues, which may raise concerns for regulators or consumer advocacy groups and could result in litigation.

~~Additionally,~~We weare integrating AI into certain aspects of our business and may further integrate AI into our operations, technology, products and services in the future. AI models may produce output or take action that is ~~incorrect~~inaccurate or incomplete, ~~infringe~~infringes on the intellectual property rights of others or is otherwise harmful. In addition, the complexity of AI models may make it challenging to understand why they generate particular outputs. There can be no assurance that any products or services that utilize AI will be successful ornor ~~that~~is wethere ~~will~~any ~~keep~~assurance ~~pace~~that ~~with~~our ~~the~~use ~~rapid evolution~~ of AI. ~~Further,~~will ~~while~~enhance weour ~~have~~business ~~policies~~or ~~governing~~that the ~~use~~anticipated benefits of AI bywill ~~our~~materialize. ~~employees~~For example, ~~contractors~~we ~~and~~may ~~third-party~~invest ~~service~~in ~~providers,~~AI weinstead ~~cannot~~of ~~guarantee~~other ~~that~~technology ~~they~~solutions ~~will~~or ~~follow~~replace ~~such~~certain ~~policies~~employees ~~when~~or ~~using~~roles with AI orsolutions, ~~that~~and such ~~policies~~AI ~~will~~investments ~~protect~~or ussolutions ~~from~~may ~~potential~~not ~~liability~~provide ~~relating~~the tobenefits ~~our~~we ~~adoption~~expect or ~~use~~may ofresult AIin ~~technologies~~operational inefficiencies. ~~Additionally~~Conversely, ~~others~~our ~~may~~investments in and use of AI may be insufficient and thereby potentially place us at a relative disadvantage to ~~increase~~our competitors, including with respect to the ~~frequency~~attractiveness of our products and ~~severity~~services ofto ~~cybersecurity~~customers, ~~attacks~~our ~~against~~operating usefficiency and/or our ~~third-party~~ability ~~service~~to ~~providers~~innovate. An inability to effectively implement AI, ~~which~~either ~~could~~on ~~adversely~~an absolute or relative basis, may negatively impact our business, financial condition and results of operations.

LENDINGCLUB CORPORATION

In addition, negative public opinion of AI could impair the acceptance of AI solutions, and we could see reduced demand for our products and services or harm to our brand or reputation due to the use of AI in our operations. Further, while we have policies governing the use of AI by our employees, contractors and third-party service providers, we cannot guarantee that they will follow such policies when using AI or that such policies will protect us from potential liability relating to our adoption or use of AI technologies.

Further, adoption of AI is becoming, or is likely to become, increasingly widespread among competitors, analysts, media, governmental officials and offices, vendors and others. This adoption of AI may have the effect of heightening many of the other risks described in “Item 1A. Risk Factors” and elsewhere in our Annual Report, such as our ability to compete, cyber security related risks and the availability and content of research and reports by analysts. For example, others may use AI to increase the frequency, sophistication and severity of cybersecurity attacks against us or our third-party service providers, which could adversely impact our business and results of operations.

Some aspects of our platform include open-source software, and any failure to comply with the terms of one or more of these open-source licenses could negatively affect our business.

Aspects of our platform include software covered by open-source licenses, which may include, by way of example, GNU General Public License and the Apache License. Open-source license terms are often ambiguous, and there is little or no legal precedent governing the interpretation of many of the terms of certain of these licenses. Therefore, the potential impact of such terms on our business is somewhat unknown. If portions of our proprietary software are determined to be subject to an open-source license, we could be required to publicly release and grant royalty-free licenses under the affected portions of our proprietary source code, re-engineer all or a portion of our technologies or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our technologies and products. There can be no assurance that efforts we take to monitor the use of open-source software to avoid uses in a manner that would require us to disclose or grant licenses under our proprietary source code will be successful, and such use could inadvertently occur. This could harm our intellectual property position and have a material adverse effect on our business, results of operations, cash flow, and financial condition. In addition to risks related to license requirements, usage of open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with use of open-source software cannot be eliminated, and could adversely affect our business.

RISKS RELATED TO TAX AND ACCOUNTING

Changes in tax laws and our ability to use our deferred tax assets to offset future taxable income could have a material adverse effect on our business, financial condition and results of operations.

We are subject to taxes in the United States under federal, state and local jurisdictions in which we operate. The governing tax laws and applicable tax rates vary by jurisdiction and are subject to interpretation and changes. We may be subject to examination by the tax authorities and such authorities may disagree with our tax positions, which could adversely affect our financial condition.

43Further, the amount of tax payable in a given financial statement period may be impacted by sudden or unforeseen changes in tax laws, changes in the mix and level of earnings by taxing jurisdictions, or changes to existing accounting rules or regulations. For example, the Tax Cuts and Jobs Act (the Tax Act) enacted on December 22, 2017, made broad and complex changes to the U.S. tax code and the Tax Act’s reduction of the federal corporate income tax rate from 35% to 21%.

LENDINGCLUB CORPORATION

Further, the amount of tax payable in a given financial statement period may be impacted by sudden or unforeseen changes in tax laws, changes in the mix and level of earnings by taxing jurisdictions, or changes to existing accounting rules or regulations. For example, the Tax Cuts and Jobs Act (the Tax Act) enacted on December 22, 2017, made broad and complex changes to the U.S. tax code and the Tax Act’s reduction of the federal corporate income tax rate from 35% to 21%, effective January 1, 2018, has reduced our deferred tax asset associated with net operating loss carryforwards (NOLs). A lack of future taxable income would also adversely impact our ability to utilize our NOLs.

In addition, under Section 382 of the Internal Revenue Code of 1986 (Internal Revenue Code), as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income. Future changes in our stock ownership, as well as other changes that may be outside of our control, could result in additional ownership changes under Section 382 of the Internal Revenue Code, as amended. Our NOLs may also be impaired under similar provisions of state law. Further, additional changes to federal or state tax laws or technical guidance relating to the Tax Act that would further reduce the corporate tax rate could operate to effectively reduce or eliminate the value of any deferred tax asset. Our tax attributes as of December 31, 2024 may expire unutilized or underutilized, which could prevent us from offsetting future taxable income.

We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize certain deferred tax assets. On the basis of this evaluation, a valuation allowance has been recorded to recognize only deferred tax assets that are more likely than not to be realized.

Our ability to accurately forecast net income (loss) is in part a function of our ability to use our NOLs and, more generally, forecast our tax liability. Fluctuations in our tax obligations may differ materially from amounts recorded in our financial statements and could adversely affect our business, financial condition and results of operations in the periods for which such determination is made.46

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Our ability to accurately forecast net income (loss) is in part a function of our ability to use our net operating loss carryforwards (NOLs) and, more generally, forecast our tax liability. Among other things, our existing NOLs may be impaired under state law and therefore certain tax attributes as of December 31, 2025 may expire unutilized or underutilized, which could prevent us from offsetting future taxable income. Further, fluctuations in our tax obligations may differ materially from amounts recorded in our financial statements and could adversely affect our business, financial condition and results of operations in the periods for which such determination is made.

We have incurred net losses in the past and may incur net losses in the future.

Although we ~~were profitable for the years ended December 31, 2024 and 2023, and~~ expect to remain profitable for the year ending December 31, ~~2025~~2026, we have incurred net losses in the past. Our operating expenses may continue to be elevated as we resolve regulatory investigations and examinations, enhance our compliance and technology systems, continue the growth of our business, attract customers and partners, and further enhance and develop our products and services. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. We may incur additional losses in the future and may not maintain profitability on a quarterly or annual basis.

If accounting standards change or if our estimates or assumptions relating to our critical accounting policies prove to be incorrect, our results of operations and financial condition could be adversely affected.

Our financial statements are subject to the application of accounting principles generally accepted in the United States of America (GAAP). The application of GAAP is also subject to varying interpretations over time. We are required to adopt new or revised accounting standards or comply with revised interpretations that are issued from time to time by various parties, including accounting standard setters and those who interpret the standards, such as the FASB, the SEC, and bank regulatory authorities. Those changes are beyond our control but could adversely affect our results of operations and financial condition. See “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 1. Summary of Significant Accounting Policies – Adoption of New Accounting Standards” below for information on new financial accounting standards issued by the FASB. Additionally, the preparation of our financial statements in conformity with GAAP requires estimates and assumptions that affect the amounts reported and disclosed in our financial statements. While we base our estimates and assumptions on historical experience and other assumptions that we believe to be reasonable under the circumstances, our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions.

LENDINGCLUB CORPORATION

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

Our stock price has been and may continue to be volatile.

Our stock price has exhibited substantial volatility. Our stock price may continue to fluctuate in response to a number of events and factors, such as quarterly operating results; changes in our financial projections provided to the public or our failure to meet those projections; changes in the credit performance of our loans; the public’s reaction to our filings with the SEC, press releases, other public announcements ~~and filings with the SEC~~; progress and resolution with respect to litigation and regulatory inquiries; our operation of LC Bank; significant transactions or acquisitions; new features, products or services offered by us or our competitors; changes in financial estimates and recommendations by securities analysts; media coverage of our business and financial performance; the operating and stock price performance of, or other developments involving, other companies that stockholders may deem comparable to us; trends in our industry; any significant change in our management; and general economic conditions.

In addition, the stock market in general, and the market prices for companies in our industry, have experienced volatility. These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance. Price volatility over a given period may cause the price of any repurchase of our own stock to exceed the stock’s price at a given point in time. Volatility in our stock price also impacts the value of our equity compensation, which affects our ability to recruit and retain employees. In addition, some companies that have experienced volatility in the market price of their stock, including us, have been subject to securities class action litigation. We have been the target of this type of litigation and may continue to be a target in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

LENDINGCLUB CORPORATION

equity compensation, which affects our ability to recruit and retain employees. In addition, some companies that have experienced volatility in the market price of their stock, including us, have been subject to securities class action litigation. We have been the target of this type of litigation and may continue to be a target in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

Further, our stock could be the target of short sellers who may seek to drive down the price of shares they have sold short by disseminating negative reports or information about the Company. Such negative publicity may lead to additional public scrutiny or may cause further volatility in our stock price, a decline in the value of a stockholder’s investment in us or reputational harm.

We also use equity-based compensation to recruit and retain our employees. In connection with vesting events for such equity compensation, we have a tax withholding obligation for our employees. We may use and in the past have used, the “sell-to-cover” method of tax withholding in connection with such vesting events, under which shares with a market value equivalent to the tax withholding obligation are sold in the market to cover the tax withholding liability. To the extent shares are sold in connection with any future vesting event, such sales volume may cause our stock price to fluctuate.

Any stock price decline could have a material adverse impact on stockholder confidence and employee retention.

If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our stock price and trading volume could decline.

Research and reports that securities or industry analysts publish about the Company or our business may be consumed by equity investors and influence their opinion of our business and/or investment in our common stock. For example, if one or more of the analysts who cover us downgrades our stock, our stock price may decline. Additionally, if one or more of these analysts cease coverage of the Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

Future issuances and/or sales of common stock may result in significant dilution to our stockholders and may place downward pressure on our stock price.

We may issue additional equity securities to raise capital, support acquisitions, or for a variety of other purposes. We also utilize equity-based compensation as an important tool in recruiting and retaining employees and other service providers. Additional issuances of our stock may be made pursuant to the exercise or vesting of stock options or restricted stock units, respectively. Dilution to existing holders of our common stock from equity-based compensation and other additional issuances could be substantial and may place downward pressure on our stock price.

LENDINGCLUB CORPORATION

Our quarterly results may fluctuate significantly and may not fully reflect the longer-term underlying performance of our business.

Our operating and financial results have varied on a quarterly basis during our operating history and may continue to fluctuate significantly. These fluctuations may be due to a variety of factors, some of which are outside of our control and may not fully reflect the underlying performance of our business. Factors that may cause fluctuations in our quarterly financial results include our ability to attract and retain new customers, seasonality in our business, the costs associated with and outcomes of legal and regulatory matters, volatility related to fraud and credit performance, the timing of capital markets transactions, variability in the valuation of loans held on our balance sheet, changes in business or macroeconomic conditions and a variety of other factors, including as a result of the risks set forth in this “Risk Factors” section. Fluctuation in quarterly results and how we perform relative to guidance may adversely affect the price of our common stock, and our quarterly financial results and historical trends may not be a reliable indicator of future performance, results or trends.

LENDINGCLUB CORPORATION

Anti-takeover provisions in our charter documents and Delaware law may delay or prevent an acquisition of our company.

Our eighth amended and restated Certificate of Incorporation (Certificate of Incorporation), and our amended and restated Bylaws (Bylaws) contain provisions that can have the effect of delaying or preventing a change in control of us or changes in our management. The provisions, among other things:

•establish a classified board of directors so that not all members of our board of directors are elected at one time;

•permit only our board of directors to establish the number of directors and fill vacancies on the board;

•provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders;

•require two-thirds of all outstanding shares of our capital stock vote to amend some provisions in our Certificate of Incorporation and Bylaws;

•authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan (also known as a “poison pill”);

•eliminate the ability of our stockholders to call special meetings of stockholders;

•prohibit stockholder action by written consent, which requires that all stockholder actions must be taken at a stockholder meeting;

•do not provide for cumulative voting; and

•establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. In addition to these provisions, banking laws impose notice, approval, and ongoing regulatory requirements on any stockholder or other party that seeks to acquire direct or indirect “control” of an FDIC-insured depository institution and bank holding company. These laws include the BHCA and the Change in Bank Control Act. These laws could delay or prevent an acquisition. See “Item 1. Business – Regulation and Supervision – Acquisition of a Significant Interest in the Company” for additional information.

We cannot guarantee that our share repurchase and acquisition program will be fully used or that it will enhance long-term stockholder value.

In November 2025, our board of directors approved a program to repurchase and acquire up to $100 million shares of our common stock through December 31, 2026 (the Repurchase and Acquisition Program). The timing, amount and methodology of shares acquired through the Repurchase and Acquisition Program are discretionary and will depend on our stock price, business and market conditions, and other factors, and we cannot provide any assurance that we will acquire shares of our common stock in any amounts or at all or that such acquisitions will enhance long-term stockholder value. The Repurchase and Acquisition Program could affect our stock price, increase volatility and reduce our cash available for operations and other strategic opportunities. Additionally, the failure to fully utilize or renew, suspension of and/or termination of our Repurchase and Acquisition Program could have a negative effect on our stock price.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, a stockholder may only receive a return on their investment in our common stock if the trading price of our common stock increases.

Also, as a bank holding company, our ability to pay dividends is affected by the policies and enforcement powers of the FRB and any future payment of dividends will depend on LC Bank’s ability to make distributions and payments to the Company as our principal source of funds to pay such dividends. LC Bank is also subject to various legal,

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regulatory and other restrictions on its ability to make distributions and payments to the Company. In addition, in the future, we may enter into borrowing or other contractual arrangements that restrict our ability to pay dividends. As a consequence of these various limitations and restrictions, we may not be able to pay dividends on our common stock. See “Item 1. Business – Regulation and Supervision – Regulatory Limits on Dividends and Distributions” for additional information.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cybersecurity represents a critical component of our overall approach to risk management. Accordingly, cybersecurity risks are subject to oversight by the Company’s Board of Directors (the Board), primary responsibility for which has been delegated by the Board to its Operational Risk Committee (the Board Operational Risk Committee).

Our cybersecurity policies, processes and practices are informed by the cybersecurity framework established by the National Institute of Standards and Technology. We are able to leverage a cross-functional team that includes senior personnel from our technology, operations, legal, risk management and internal audit functions as and when warranted by the particular cybersecurity matter. In managing cybersecurity risks, we strive to: (i) identify, prevent and mitigate cybersecurity threats; (ii) preserve the confidentiality, security and availability of proprietary or confidential information; (iii) protect the Company’s intellectual property; (iv) maintain the confidence of our members, marketplace investors and business partners; and (v) provide appropriate and required disclosure of cybersecurity risks and incidents.

Risk Management and Strategy

Our processes for assessing, identifying, and managing material risks from cybersecurity threats are fully integrated into our enterprise risk management (ERM) program and include the following areas of focus:

•Systems Safeguards: Preventing and mitigating cybersecurity threats, including through the use of firewalls, intrusion prevention and detection systems, anti-malware software, access controls and other system safeguards.

•Incident Response: Identifying and responding to cybersecurity incidents in accordance with our information security incident response plan.

•Collaboration: Collaborating internally and with public and private entities, including intelligence and enforcement agencies, industry groups and third-party service providers, to identify, assess and respond to cybersecurity risks.

•Third-Party Risk Management: Maintaining a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems.

•Training: Reinforcing our information security policies, processes and practices through periodic mandatory training for Company personnel.

•Governance: Designing a comprehensive framework for the oversight of cybersecurity risk, with regular interaction between the Board Operational Risk Committee and the Company’s ERM function, our Chief Information Security Officer (CISO) and members of Company management and relevant management committees, including the Company’s Management Operational Risk Committee (the Management Operational Risk Committee).

A key part of our strategy for managing risks from cybersecurity threats is the assessment and testing of our processes and practices through auditing, assessments, tabletop exercises, threat modeling, vulnerability scanning

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and other exercises focused on evaluating the effectiveness of our cybersecurity measures. We engage third parties to perform assessments on our cybersecurity measures, including information security penetration tests, audits and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the Board Operational Risk Committee and are used to adjust our cybersecurity policies, standards, processes and practices, as necessary.

Governance

The Board Operational Risk Committee oversees the management of risks from cybersecurity threats, including policies, processes and practices implemented by Company management to address such risks. The Board Operational Risk Committee receives presentations and reports on cybersecurity risks and information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates until such incident has been addressed. At least once each year, the Board Operational Risk Committee discusses the Company’s approach to cybersecurity risk management with our CISO. Further, the Board periodically, as warranted, receives reports with respect to and engages in discussions with Company management on cybersecurity matters.

Our CISO is principally responsible for overseeing our cybersecurity risk management program, in partnership with other senior personnel across the Company. Our CISO works in coordination with the other members of the Company’s Management Operational Risk Committee, which includes our Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Chief Risk Officer and General Counsel. Our CISO has served in that role for over 5 years and in various roles in information technology and information security for over 20 years. Our CISO holds an undergraduate degree in computer information systems and has attained the professional certification of Certified Information Systems Security Professional. The other members of the Management Operational Risk Committee each have relevant qualifications and over 10 years of experience managing risk in the technology and/or financial services industry.

Our CISO, in coordination with the Management Operational Risk Committee, works collaboratively across the Company to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents. To facilitate the success of this program, cross-functional teams are deployed to address cybersecurity threats and to respond to cybersecurity incidents in accordance with our information security incident response plan. Our CISO, through his team and use of accompanying technology, monitors the prevention, detection, mitigation and remediation of cybersecurity incidents, and report such incidents to the Management Operational Risk Committee and/or the Board Operational Risk Committee, as and when appropriate.

In ~~2024~~2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, we cannot eliminate all risks from cybersecurity threats or provide assurances that we have not experienced undetected cybersecurity incidents of a material nature. For additional information about the risks from cybersecurity threats, see “Item 1A. Risk Factors” in this Annual Report.

Item 2. Properties

~~Our~~In ~~corporate~~April ~~headquarters~~2025, ~~are~~we acquired a 233,887 square foot office building located in San Francisco, California. ~~and~~Approximately ~~consist of approximately 115~~100,000 square feet ofwill ~~office~~be ~~space~~used ~~under~~as aour ~~lease~~headquarters ~~that~~beginning ~~expires~~ in the second quarter of 2026, following the expiration of our current San Francisco headquarters office lease. In addition to our headquarters, we lease office space in other parts of the United States, including in the Salt Lake City, Utah area, expiring in 2029, as well as in Boston, Massachusetts and New York, New York, both expiring in 2028. These leases total approximately 140,000 square feet. ~~With the exception of New York, we have renewal options to extend the terms of all of our leases.~~ We believe our current leased properties are adequate for our immediate business needs.

For more information regarding our leases, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 18. Leases” of this Annual Report.51

LENDINGCLUB CORPORATION

For more information regarding our leases, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 17. Leases” of this Annual Report.

Item 3. Legal Proceedings

The information set forth under “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 19 18. Commitments and Contingencies” of this Annual Report is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information for Common Stock

LendingClub’s common stock is listed on the New York Stock Exchange (NYSE) under the ticker symbol “LC.”

Holders of Record

As of January 3130, ~~2025~~2026, there were 3332 holders of record of LendingClub’s common stock. Because many of LendingClub’s shares of common stock are held by brokers and other institutions on behalf of stockholders, ~~the~~we ~~Company~~are is unable to estimate the total number of stockholders represented by these record holders.

Dividend Policy

~~LendingClub~~We ~~has~~have not paid cash or other dividends since ~~its~~our inception and ~~does~~do not anticipate paying cash or other dividends in the foreseeable future. Further, see “Part I – Item 1. Business – Regulation and Supervision – Regulatory Limits on Dividends and Distributions” and “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 2019. Regulatory Requirements” for a summary of certain rules and regulations that limit the ability of the Company or LC Bank to pay dividends.

Sales of Unregistered Securities

None.

LENDINGCLUB CORPORATION

Issuer Purchases of Equity Securities

~~None~~On November 4, 2025, our Board of Directors approved a program to repurchase and acquire up to $100 million of our common stock through December 31, 2026 (the Repurchase and Acquisition Program). The Repurchase and Acquisition Program is inclusive of the anticipated fair market value of shares of our common stock acquired by holding back a portion of vesting restricted stock units held by our employees to satisfy applicable tax withholding obligations. The timing, amount and methodology of shares acquired through the Repurchase and Acquisition Program are discretionary and will depend on our stock price, business and market conditions, and other factors.

50The following table sets forth information on LendingClub’s share repurchase activity for the fourth quarter of 2025 (dollars in millions, except per share data):


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
October 1 – October 31, 2025	—	$	—	—	$	—
November 1 – November 30, 2025	234,685	$	17.33	234,685	$	91.1
December 1 – December 31, 2025	154,939	$	19.70	154,939	$	88.1
Total	389,624	$	18.27	389,624

(1) In November 2025, we utilized $4.8 million to hold back 287,088 shares of our common stock at an average per share price of $16.80 to satisfy applicable tax withholding obligations in connection with the vesting of restricted units held by our employees (the Q4 Holdback). Inclusive of the Q4 Holdback and as of December 31, 2025, we have utilized a total of $11.9 million of the $100 million authorization under the Repurchase and Acquisition Program to acquire a total of 676,712 shares of our common stock at an average per share price of $17.65.

LENDINGCLUB CORPORATION

Performance Graph

This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of LendingClub under the Securities Act, or the Exchange Act.

The following graph and table compare the cumulative total return to stockholders of LendingClub’s common stock relative to the cumulative total returns of the KBW Nasdaq Bank Index and Standard & Poor’s 500 Index. An investment of $100 (with reinvestment of all dividends, when applicable) is assumed to have been made in LendingClub’s common stock and in each index at market close on December 31, ~~2019~~2020 and its relative performance is tracked through December 31, ~~2024~~2025. The returns shown are based on historical results and are not intended to suggest future performance.

	December 31, 2019		December 31, 2020		December 31, 2021		December 30, 2022		December 29, 2023		December 31, 2024
	December 31, 2020		December 31, 2021		December 30, 2022		December 29, 2023		December 31, 2024		December 31, 2025
LendingClub Corporation	$	100	$	83228.6898	$	~~191~~83.6033	$	6982.7377	$	69153.2631	$	~~128~~179.2936
KBW Nasdaq Bank Index	$	100	$	86135.3704	$	~~116~~103.6400	$	8898.9607	$	84130.7019	$	~~112~~167.4568
Standard & Poor’s 500 Index	$	100	$	~~116~~126.2689	$	~~147~~102.5222	$	~~118~~126.8499	$	~~147~~156.6459	$	182.0525

LENDINGCLUB CORPORATION

Item 6. [Reserved]

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes that appear in this Annual Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and in this Annual Report, particularly in “Part I – Item 1A. Risk Factors.” The forward-looking statements included in this Report are made only as of the date hereof and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Overview

LendingClub operates a leading, nationally chartered, digital marketplace bank that aims to advantage our members with the information, tools, and guidance needed to achieve their own version of financial success. We do this through a smart, simple, and rewarding digital experience that leverages data and technology to increase access to credit, ~~lower~~reduce borrowing costs, and improve returns on savings for our members.

Election of Fair Value Option

Effective January 1, 2026, we elected the fair value option to account for held for investment (HFI) loans that were originated on or after that date. Prior to this election, loans that were originated as HFI were, and we expect will continue to be, accounted for at amortized cost, which required the initial recognition of an allowance for lifetime expected credit losses under the CECL methodology, recognized within “Provision for credit losses” on the Income Statement. We believe that applying the fair value option, rather than the CECL methodology, to HFI loans more accurately reflects the in-period economic performance of the loans by better aligning the value of the loan to its then fair value. Under the fair value option, origination fee revenue and marketing costs are recognized in earnings at the time of loan origination, rather than being deferred, and changes in fair value of loans are recognized in current period earnings within “Net fair value adjustments” on the Income Statement. Further, by applying the fair value option to HFI loans, we are applying the same accounting methodology to all loans we originate after January 1, 2026, as both HFI and held for sale (HFS) loans will be measured at fair value.

Executive Summary

The following is a summary of our results for the year ended December 31, ~~2024,~~2025 compared to the same period in ~~2023~~2024, ~~reflect~~reflecting growth in ~~our~~loan ~~Balance~~originations, ~~Sheet~~total asnet ~~well~~revenue asand ~~an increase in~~ net income.

•Loan originations: Loan originations ~~decreased~~increased $0.2.4 billion, or 333%, for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024. The ~~decrease~~increase was ~~primarily~~ driven by aan ~~decrease~~increase in unsecured personal loan origination volume.

◦~~Loan~~Marketplace loan originations ~~held~~increased ~~for investment (HFI) at amortized cost decreased~~ $01.47 billion, or 2130%, for the year ended December 31, ~~2024~~2025 compared to the ~~prior~~same ~~year~~period in 2024, driven by a higher retention of HFS loans and an increase in marketplace investor demand. Loan originations HFS as a percentage of loan originations was 74% and 76% for the years ended December 31, 2025 and 2024, respectively.

◦Loan originations HFI at amortized cost asincreased a$719.3 million, ~~percentage~~or ~~of loan originations was 24~~41%, ~~and 29%~~ for the ~~years~~year ended December 31, ~~2024~~2025 ~~and~~compared ~~2023,~~to ~~respectively.~~the ~~The~~same ~~percentage~~period ofin ~~loan~~2024. Loan originations HFI inat ~~any~~amortized ~~period~~cost isas ~~dependent~~a onpercentage ~~many~~of ~~factors,~~loan ~~including~~originations ~~quarterly~~was ~~loan~~26% ~~origination~~and ~~volume,~~24% ~~risk-adjusted~~for ~~returns,~~the ~~liquidity~~years ~~and~~ended ~~general~~December ~~regulatory~~31, ~~capital~~2025 ~~considerations.~~and 2024, respectively.

•Total net revenue: Total net revenue ~~decreased~~increased $77211.68 million, or ~~9.0~~27%, for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024.

◦Marketplace revenue: Marketplace revenue decreased $48.7 million, or 17%, for the year ended December 31, 2024 compared to the same period in 2023. The decrease was primarily due to a decrease in servicing fees due to lower loan balances serviced for others as well as a $7.7 million servicing asset write-off related to a loan portfolio purchase in the third quarter of 2024 of loans that we previously originated and sold. In addition, the decrease was also driven by an increased loss in net fair value adjustments due to the increase in the origination volume of marketplace loans, partially offset by higher loan sales prices. 56

◦Net interest income: Net interest income decreased $27.8 million, or 5%, for the year ended December 31, 2024 compared to the same period in 2023. The decrease was primarily driven by lower interest income due to a lower average balance of loans retained as HFI in the current period. In addition, the decrease was also driven by an increase in interest expense associated with growth in interest-bearing deposits and an increase in interest rates. This was partially offset by higher interest income due to a higher average balance of securities retained associated with our Structured Certificates and a higher average balance of loans held for sale (HFS).

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

◦~~Net~~Marketplace ~~interest margin~~revenue: ~~Net~~Marketplace ~~interest~~revenue ~~margin~~increased $113.2 million, or 47%, for the year ended December 31, 2025 compared to the same period in 2024. The increase was ~~5.6%,~~primarily ~~decreasing~~due ~~from~~to ~~7.0%~~higher inorigination ~~the~~volume ~~prior~~of ~~year~~marketplace loans and improved loan sales prices.

~~•Provision~~◦Net ~~for~~interest ~~credit losses~~income: ~~Provision~~Net ~~for~~interest ~~credit~~income ~~losses~~increased ~~decreased~~ $6591.36 million, or 2717%, for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024. The ~~decrease~~increase was primarily ~~driven~~due byto a decrease in the initial provision for credit losses from a lower volume of originated loans retained as HFI at amortized cost. In addition, the provision for credit losses in 2023 included a higher quantitative and qualitative allowance as a result of an increase in ~~expected~~total ~~losses~~interest-earning assets and alower ~~less~~deposit ~~favorable~~funding ~~economic outlook~~costs. The year over year decrease was partially offset by the impact of a $8.0 million provision in our Commercial Real Estate (CRE) portfolio due to one legacy office loan, which was recognized in 2024. Excluding this one office loan, the CRE office loan portfolio balance was under $35 million as of December 31, 2024.

~~•Total~~◦Net ~~non-~~interest ~~expense~~margin: ~~Total~~Net ~~non-~~interest ~~expense~~margin ~~decreased $22.8, or 4%,~~ for the year ended December 31, ~~2024~~2025 ~~compared~~was to6.07%, ~~the~~increasing ~~same~~from ~~period in 2023~~5.62% ~~The decrease was primarily due to a decrease~~ in ~~headcount as a result of~~ the ~~workforce~~prior ~~reduction plans we implemented in 2023~~year.

•~~Net~~Provision ~~income~~for credit losses: ~~Net~~Provision ~~income~~for credit losses increased $1213.41 million, or 327%, for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024. The increase was primarily driven by a higher volume of originated loans retained as HFI at amortized cost, partially offset by a shift in the mix of loans toward types with lower expected credit losses and the impact of an $8.0 million provision recognized in 2024 related to one legacy office loan within our commercial real estate (CRE) portfolio.

•~~Diluted~~Total ~~earnings~~non-interest ~~per share (Diluted EPS)~~expense: ~~Diluted~~Total ~~EPS~~non-interest ~~was~~expense increased $086.459 million, or 16%, for the year ended December 31, ~~2024,~~2025 compared to $0the same period in 2024.36 The increase was primarily due to an increase in marketing expense based on higher origination volume and the ~~prior~~resumption ~~year.~~of certain marketing initiatives, as well as increases in professional services expense and compensation and benefit expense.

•~~Pre-provision~~Net ~~net~~income: ~~revenue~~Net ~~(PPNR):~~income ~~PPNR~~increased $84.3 million, or 164%, for the year ended December 31, ~~2024~~2025 ~~decreased $54.8 million, or 18%,~~ compared to the same period in ~~2023~~2024.

•~~Total~~Diluted ~~assets:~~earnings ~~Total~~per ~~assets~~share as(EPS): ofDiluted ~~December 31,~~EPS ~~2024~~ increased to $1.~~8 billion,~~16 orfor ~~20%, compared to~~ the ~~prior~~ year, ~~primarily~~ended ~~reflecting~~December 31, ~~growth~~2025, incompared ~~securities related~~ to ~~our Structured Certificates program and loans held for investment at fair value, including the purchase of a~~ $10.~~3 billion~~45 ~~outstanding~~for ~~principal balance loan portfolio during~~ the ~~third~~prior ~~quarter of 2024~~year. ~~This portfolio consisted of loans that we previously originated and sold. This increase was partially offset by a decrease in loans retained as HFI.~~

•~~Deposits~~Pre-provision net revenue (PPNR): ~~Total~~PPNR ~~deposits~~for asthe ofyear ended December 31, ~~2024~~2025 increased $1124.79 ~~billion~~million, or 2451%, compared to the same period in ~~2023~~2024, ~~primarily~~driven ~~reflecting~~by ~~growth~~an increase in ~~our~~total ~~high-yield~~net ~~savings~~revenue, ~~and~~partially ~~certificates~~offset ofby ~~deposit.~~an ~~Federal~~increase ~~Deposit~~in ~~Insurance Corporation (FDIC)~~non-~~insured~~interest ~~deposits represent approximately 87% of total deposits as of December 31, 2024~~expense.

•Total assets: Total assets were $11.6 billion as of December 31, 2025 compared to $10.6 billion in the prior year. Total assets increased year-over-year primarily driven by an increase in loans on our balance sheet.

•Deposits: Total deposits were $9.8 billion as of December 31, 2025 compared to $9.1 billion in the prior year. The increase was primarily due to growth in our high-yield savings deposits.

◦Federal Deposit Insurance Corporation (FDIC)-insured deposits represent approximately 88% of total deposits as of December 31, 2025.

The above summary should be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations in its entirety. For additional discussion related to our operating segments, see “Segment Information.”

~~Financial Highlights~~57

We regularly review several metrics to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions. The following presents our select financial metrics for the periods presented:

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

As Of and For The Year Ended December 31,	2024			2023			2022
Non-interest income	$	252,970		$	302,781		$	712,391
Net interest income	534,041			561,838			474,825
Total net revenue	787,011			864,619			1,187,216
Non-interest expense	543,678			566,437			766,853
Pre-provision net revenue (1)	243,333			298,182			420,363
Provision for credit losses	178,267			243,565			267,326
Income before income tax (expense) benefit	65,066			54,617			153,037
Income tax (expense) benefit	(13,736)			(15,678)			136,648
Net income	$	51,330		$	38,939		$	289,685
Income tax benefit from release of tax valuation allowance	—			—			143,495
Net income excluding income tax benefit (1)(2)	$	51,330		$	38,939		$	146,190
Basic EPS – common stockholders	$	0.46		$	0.36		$	2.80
Diluted EPS – common stockholders	$	0.45		$	0.36		$	2.79
Diluted EPS excluding income tax benefit (1)(2)	$	0.45		$	0.36		$	1.41
LendingClub Corporation Performance Metrics:
Net interest margin	5.6		%	7.0		%	8.2		%
Efficiency ratio (3)	69.1		%	65.5		%	64.6		%
Return on average equity (ROE)	4.0		%	3.2		%	28.4		%
Return on tangible common equity (ROTCE) (1)	4.3		%	3.5		%	31.3		%
Return on average total assets (ROA)	0.5		%	0.5		%	4.7		%
Marketing as a % of loan originations	1.4		%	1.3		%	1.5		%
LendingClub Corporation Capital Metrics:
Common equity tier 1 capital ratio	17.3		%	17.9		%	15.8		%
Tier 1 leverage ratio	11.0		%	12.9		%	14.1		%
Book value per common share	$	11.83		$	11.34		$	10.93
Tangible book value per common share (1)	$	11.09		$	10.54		$	10.06
Loan Originations (in millions) (4):
Marketplace loans	$	5,482		$	5,253		$	9,389
Loan originations held for investment	1,735			2,184			3,731
Total loan originations	$	7,218		$	7,437		$	13,121
Loan originations held for investment as a % of total loan originations	24		%	29		%	28		%
Servicing Portfolio AUM (in millions) (5):
Total servicing portfolio	$	12,371		$	14,122		$	16,157
Loans serviced for others	$	7,207		$	9,336		$	10,819

Financial Highlights


As of and for the year ended December 31,	2025			2024			2023
Non-interest income	$	373,176		$	252,970		$	302,781
Net interest income	625,672			534,041			561,838
Total net revenue	998,848			787,011			864,619
Non-interest expense	630,582			543,678			566,437
Pre-provision net revenue (1)	368,266			243,333			298,182
Provision for credit losses	191,320			178,267			243,565
Income before income tax expense	176,946			65,066			54,617
Income tax expense	(41,269)			(13,736)			(15,678)
Net income	$	135,677		$	51,330		$	38,939



Basic EPS	$	1.18		$	0.46		$	0.36
Diluted EPS	$	1.16		$	0.45		$	0.36


LendingClub Corporation Performance Metrics:
Net interest margin	6.07		%	5.62		%	6.97		%
Efficiency ratio (2)	63.1		%	69.1		%	65.5		%
Return on average equity (ROE)	9.6		%	4.0		%	3.2		%
Return on tangible common equity (ROTCE) (1)	10.2		%	4.3		%	3.5		%
Return on average total assets (ROA)	1.3		%	0.5		%	0.5		%
Marketing as a % of loan originations	1.56		%	1.39		%	1.26		%

LendingClub Corporation Capital Metrics:
Common equity tier 1 capital ratio	17.4		%	17.3		%	17.9		%
Tier 1 leverage ratio	12.0		%	11.0		%	12.9		%
Book value per common share	$	13.01		$	11.83		$	11.34
Tangible book value per common share (1)	$	12.30		$	11.09		$	10.54

Loan Originations (in millions) (3):
Marketplace loans	$	7,134		$	5,482		$	5,253
Loan originations held for investment	2,455			1,735			2,184
Total loan originations	$	9,589		$	7,218		$	7,437
Loan originations held for investment as a % of total loan originations	26		%	24		%	29		%

Servicing Portfolio AUM (in millions) (4):
Total servicing portfolio	$	13,423		$	12,371		$	14,122
Loans serviced for others	$	7,601		$	7,207		$	9,336

(1) Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures” for additional information.

(2) ~~The~~Calculated ~~year~~as ~~ended~~the ~~December 31,~~ratio ~~2022 excludes an income tax benefit~~ of ~~$143.5 million~~non-interest ~~due~~expense to ~~the~~total ~~release~~net ~~of our deferred tax asset valuation allowance~~revenue.

(3) ~~Calculated~~Includes asunsecured ~~the~~personal ~~ratio~~loans ofand ~~non-interest~~auto ~~expense~~loans ~~to total net revenue~~only.

(4) ~~Includes~~Assets under management (AUM) reflects loans serviced on our platform, which includes outstanding balances of unsecured personal loans and auto refinance loans ~~only~~serviced for others and retained by the Company as of the end of the periods presented.

(5) Assets under management (AUM) reflects loans serviced on our platform, which includes outstanding balances of unsecured personal loans, auto refinance loans and education and patient finance loans serviced for others and retained by the Company.58

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

As of December 31,	~~2024~~2025			~~2023~~2024
Balance Sheet Data:
Securities available for sale	$	3,~~452~~706,~~648~~709		$	13,~~620~~452,~~262~~648
Loans held for sale at fair value	$	~~636~~1,~~352~~762,396		$	~~407~~636,~~773~~352
Loans and leases held for investment at amortized cost	$	4,~~125~~272,~~818~~812		$	4,~~850~~125,~~302~~818
Gross allowance for loan and lease losses (1)	$	(~~285~~312,~~686~~667)		$	(~~355~~285,~~773~~686)
Recovery asset value (2)	$	4836,~~952~~924		$	4548,~~386~~952
Allowance for loan and lease losses	$	(~~236~~275,~~734~~743)		$	(~~310~~236,~~387~~734)
Loans and leases held for investment at amortized cost, net	$	3,~~889~~997,~~084~~069		$	43,~~539~~889,~~915~~084
Loans held for investment at fair value (3)(4)	$	1,027,798		$	272,678
Loans held for investment at fair value	$	473,314		$	1,027,798
Total loans and leases held for investment (3)(4)	$	4,916,882		$	4,812,593
Total loans and leases held for investment	$	4,470,383		$	4,916,882
Total assets	$	1011,~~630~~567,~~509~~816		$	810,~~827~~630,~~463~~509
Total deposits	$	9,~~068~~833,~~237~~870		$	79,~~333~~068,~~486~~237
Total liabilities	$	910,~~288~~067,~~778~~388		$	79,~~575~~288,~~641~~778
Total equity	$	1,~~341~~500,~~731~~428		$	1,~~251~~341,~~822~~731
Allowance Ratios (5):
Allowance Ratios (3):
ALLL to total loans and leases held for investment at amortized cost	56.75		%	65.47		%
ALLL to commercial loans and leases held for investment at amortized cost	32.95		%	13.89		%
ALLL to consumer loans and leases held for investment at amortized cost	67.12		%	76.21		%
Gross ALLL to consumer loans and leases held for investment at amortized cost	78.52		%	87.35		%
Net charge-offs	$	~~249~~151,~~083~~919		$	~~261~~249,~~035~~083
Net charge-off ratio (6)	5.8		%	4.9		%
Net charge-off ratio (4)	3.6		%	5.8		%

(1) Represents the allowance for future estimated net charge-offs on existing portfolio balances.

(2) Represents the negative allowance for expected recoveries of amounts previously charged-off.

(3) ~~Prior~~Calculated ~~period~~as ~~amounts~~ALLL ~~have~~or ~~been~~gross ~~reclassified~~ALLL, towhere ~~conform~~applicable, to the ~~current~~corresponding ~~period~~portfolio ~~presentation~~segment balance of loans and leases held for investment at amortized cost.

(4) ~~The~~Calculated ~~balance~~as atnet ~~December 31,~~charge-offs ~~2024~~divided ~~includes~~by aaverage ~~loan~~outstanding ~~portfolio~~loans ~~that~~and ~~was~~leases ~~purchased~~HFI ~~with~~at aamortized ~~$1.3 billion~~cost, ~~outstanding~~net, ~~principal balance~~ during the ~~third quarter of 2024~~period. ~~This portfolio consisted of loans which we previously originated and sold.~~

(5) Calculated as ALLL or gross ALLL, where applicable, to the corresponding portfolio segment balance of loans and leases held for investment at amortized cost.

(6) Calculated as annualized net charge-offs divided by average outstanding loans and leases HFI at amortized cost, net, during the period.

Results of Operations

This section of this Form 10-K generally discusses ~~2024~~2025 and ~~2023~~2024 items and year-over-year comparisons between ~~2024~~2025 and ~~2023~~2024. For discussion related to ~~2022~~2023 items and year-over-year comparisons between ~~2023~~2024 and ~~2022~~2023, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

5659

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

The following table sets forth the Income Statement data for each of the periods presented:

Year Ended December 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023		~~2024~~2025 vs. ~~2023Change~~2024Change (%)		~~2023~~2024 vs. ~~2022Change~~2023Change (%)
Non-interest income:
Marketplace revenue	$	~~242~~355,~~791~~944	$	~~291~~242,~~484~~791	$	~~683~~291,~~626~~484	~~(17)~~47	%	(5717)	%
Other non-interest income	1017,~~179~~232		1110,~~297~~179		2811,~~765~~297		~~(10)~~69	%	(6110)	%
Total non-interest income	~~252~~373,~~970~~176		~~302~~252,~~781~~970		~~712~~302,~~391~~781		~~(16)~~48	%	(5716)	%
Interest income:
Interest on loans held for sale	92142,~~442~~937		3592,~~655~~442		2635,~~183~~655		~~159~~55	%	36159	%
Interest and fees on loans and leases held for investment	~~494~~490,~~214~~071		~~616~~494,~~735~~214		~~465~~616,~~450~~735		(201)	%	33(20)	%
Interest on loans held for investment at fair value (1)	77,034		74,088		31,012		4	%	139	%
Interest on loans held for investment at fair value	72,782		77,034		74,088		(6)	%	4	%
Interest on securities available for sale	~~187~~223,~~961~~820		40187,~~235~~961		1640,~~116~~235		~~367~~19	%	~~150~~367	%
Other interest income	5631,~~307~~933		6556,~~917~~307		1865,~~579~~917		(1543)	%	~~255~~(15)	%
Total interest income	~~907~~961,~~958~~543		~~832~~907,~~630~~958		~~557~~832,~~340~~630		96	%	499	%
Interest expense:
Interest on deposits	~~369~~335,~~219~~724		~~265~~369,~~556~~219		60265,~~451~~556		39(9)	%	~~339~~39	%
Other interest expense (1)	4,698		5,236		22,064		(10)	%	(76)	%
Other interest expense	147		4,698		5,236		(97)	%	(10)	%
Total interest expense	~~373~~335,~~917~~871		~~270~~373,~~792~~917		82270,~~515~~792		38(10)	%	~~228~~38	%
Net interest income	~~534~~625,~~041~~672		~~561~~534,~~838~~041		~~474~~561,~~825~~838		~~(5)~~17	%	18(5)	%
Total net revenue	~~787~~998,~~011~~848		~~864~~787,~~619~~011		1864,~~187,216~~619		~~(9)~~27	%	(279)	%
Provision for credit losses	~~178~~191,~~267~~320		~~243~~178,~~565~~267		~~267~~243,~~326~~565		~~(27)~~7	%	(927)	%
Non-interest expense:
Compensation and benefits	~~232~~241,~~158~~846		~~261~~232,~~948~~158		~~339~~261,~~397~~948		~~(11)~~4	%	(2311)	%
Marketing	~~100~~149,~~402~~211		93100,~~840~~402		~~197~~93,~~747~~840		749	%	~~(53)~~7	%
Equipment and software	5157,~~194~~014		5351,~~485~~194		4953,~~198~~485		~~(4)~~11	%	9(4)	%
Depreciation and amortization	5862,~~834~~889		4758,~~195~~834		4347,~~831~~195		257	%	825	%
Professional services	3242,~~045~~339		3532,~~173~~045		5035,~~516~~173		~~(9)~~32	%	(309)	%
Occupancy	1519,~~798~~834		1715,~~532~~798		2117,~~977~~532		~~(10)~~26	%	(2010)	%
Other non-interest expense	5357,~~247~~449		5753,~~264~~247		6457,~~187~~264		~~(7)~~8	%	(117)	%
Total non-interest expense	~~543~~630,~~678~~582		~~566~~543,~~437~~678		~~766~~566,~~853~~437		~~(4)~~16	%	(264)	%
Income before income tax (expense) benefit	65,066		54,617		153,037		19	%	(64)	%
Income before income tax expense	176,946		65,066		54,617		172	%	19	%
Income tax (expense) benefit	(13,736)		(15,678)		136,648		(12)	%	(111)	%
Income tax expense	(41,269)		(13,736)		(15,678)		200	%	(12)	%
Net income	$	51135,~~330~~677	$	3851,~~939~~330	$	~~289~~38,~~685~~939	32164	%	~~(87)~~32	%

~~(1) Prior period amounts have been reclassified to conform to the current period presentation.~~60

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Marketplace Revenue

Marketplace revenue consists of the following:

Year Ended December 31,

~~2024~~2025

~~2023~~2024

Change ($)

Change (%)

Origination fees

~~283~~372,~~420~~815

~~279~~283,~~146~~420

489,~~274~~395

232

Servicing fees

6458,~~933~~988

9864,~~613~~933

(335,~~680~~945)

(349)

Gain on sales of loans

4959,~~097~~087

4749,~~839~~097

19,~~258~~990

320

Net fair value adjustments

(~~154~~134,~~659~~946)

(~~134~~154,~~114~~659)

~~(20~~19,~~545)~~713

~~(15)~~13

Total marketplace revenue

~~242~~355,~~791~~944

~~291~~242,~~484~~791

~~(48~~113,~~693)~~153

~~(17)~~47

Year Ended December 31,

~~2023~~2024

~~2022~~2023

Change ($)

Change (%)

Origination fees

~~279~~283,~~146~~420

~~499~~279,~~179~~146

~~(220~~4,~~033)~~274

~~(44)~~2

Servicing fees

9864,~~613~~933

8098,~~609~~613

18(33,~~004~~680)

22(34)

Gain on sales of loans

4749,~~839~~097

9547,~~335~~839

~~(47~~1,~~496)~~258

~~(50)~~3

Net fair value adjustments

(~~134~~154,~~114~~659)

8(134,~~503~~114)

(~~142~~20,~~617~~545)

~~N/M~~15

Total marketplace revenue

~~291~~242,~~484~~791

~~683~~291,~~626~~484

(~~392~~48,~~142~~693)

(5717)

We elected to account for HFS loans under the fair value option. With the election of the fair value option, origination fees, net fair value adjustments prior to the sale of the loans, and servicing asset gains on the sales of the loans, are reported as separate components within “Marketplace revenue.”

Origination Fees

Origination fees recorded as a component of marketplace revenue are ~~primarily~~ fees ~~earned~~charged ~~related~~ to ~~originating~~borrowers ~~and~~in ~~issuing~~connection ~~unsecured~~with ~~personal~~the origination of loans that are HFS.

The following table presents loan origination volume during each of the periods set forth below:

Year Ended December 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023		~~2024~~2025 vs. ~~2023Change~~2024Change (%)		~~2023~~2024 vs. ~~2022Change~~2023Change (%)
Marketplace loans	$	57,~~482~~134,~~339~~117	$	5,~~252~~482,~~668~~339	$	95,~~389~~252,~~445~~668	430	%	~~(44)~~4	%
Loan originations held for investment	12,~~735~~454,~~409~~743		21,~~184~~735,~~095~~409		32,~~731~~184,~~057~~095		~~(21)~~41	%	(4121)	%
Total loan originations (1)	$	79,~~217~~588,~~748~~860	$	7,~~436~~217,~~763~~748	$	137,~~120~~436,~~502~~763	~~(3)~~33	%	(433)	%

(1) Includes unsecured personal loans and auto loans only.

Origination fees were $~~283~~372.48 million and $~~279~~283.14 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively, an increase of 232%. The increase was primarily due to ~~the~~higher ~~increase in the~~ origination ~~volume~~volumes of marketplace loans.

Servicing Fees

We receive servicing fees to compensate us for servicing loans on behalf of marketplace investors, including managing payments from borrowers, ~~collections~~ and ~~payments~~remittances to those investors. Servicing fee revenue related to loans sold also includes the change in fair value of servicing assets associated with the loans.

5861

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

The ~~tables~~table below ~~illustrate~~illustrates ~~AUM serviced on our platform by~~ the ~~method~~average inbalance ~~which~~of ~~the~~ loans ~~were financed as of the periods presented. Loans~~ sold and subsequently serviced on behalf of the investor ~~represent~~on ~~a key driver of~~ our ~~servicing~~marketplace ~~fee~~platform ~~revenue.~~(in millions):

As of December 31,	2024		2023		Change ($)				Change (%)
Year Ended December 31,	2025		2024		2023		2025 vs. 2024Change (%)		2024 vs. 2023Change (%)
AUM (in millions):
Average AUM – Loans sold	$	7,347	$	8,116	$	10,093	(9)	%	(20)	%
Loans sold	$	7,207	$	9,336	$	(2,129)			(23)	%
Loans held by LendingClub Bank	5,164		4,786		378				8	%
Total	$	12,371	$	14,122	$	(1,751)			(12)	%

As of December 31,	2023		2022		Change ($)		Change (%)
AUM (in millions):
Loans sold	$	9,336	$	10,819	$	(1,483)	(14)	%
Loans held by LendingClub Bank	4,786		5,338		(552)		(10)	%
Total	$	14,122	$	16,157	$	(2,035)	(13)	%

In addition to the loans serviced on our marketplace platform, we serviced $42.7 million, $102.0 million and $133.2 million in outstanding principal balance of commercial loans sold as of December 31, 2025, 2024 and 2023, respectively.

InServicing ~~addition~~fees towere ~~the loans serviced on our marketplace platform, we serviced~~ $~~102~~59.0 million, and $~~133~~64.29 million for the years ended December 31, 2025 and ~~$167~~2024, respectively, a decrease of 9%.~~0 million~~ inThe ~~outstanding~~decrease was primarily due to a lower average principal balance of ~~commercial~~ loans ~~sold~~serviced asand ofreduction ~~December 31~~in servicing fees on delinquent loan collections. This was partially offset by a decrease in fair value amortization on the servicing asset, which included a $7.7 million servicing asset write-off in the third quarter of 2024, ~~2023~~related ~~and~~to ~~2022,~~a ~~respectively~~loan portfolio purchase.

Servicing fees were $64.9 million and $98.6 million for the years ended December 31, 2024 and 2023, respectively, a decrease of 34%. The decrease was primarily due to a decrease in loan balances serviced for others as well as a $7.7 million servicing asset write-off related to the loan portfolio purchase during the third quarter of 2024 of loans that we previously originated and sold. In addition, the decrease was also driven by a one-time benefit related to recouping volume-based purchase incentives during the third quarter of 2023 as well as an increase in the fair value of the servicing asset based on higher expected servicing fee revenue in 2023.

Gain on Sales of Loans

In connection with loan sales to marketplace investors, we ~~recognize~~capitalize athe ~~gain~~initial orfair ~~loss~~value onof ~~the~~servicing ~~sale~~rights. ofA ~~loans~~gain or loss is recorded based on the level to which the contractual servicing fee is above or below an estimated market rate of servicing at the time of sale. Additionally, we recognize transaction costs, if any, as a loss on sale of loans.

The following tables present the unpaid principal balance of the volume of marketplace loans sold, which is a key driver of our gain on sales revenue, during each of the periods set forth below:

Year Ended December 31,

~~2024~~2025

~~2023~~2024

~~2022~~2023

~~2024~~2025 vs. ~~2023Change~~2024Change (%)

~~2023~~2024 vs. ~~2022Change~~2023Change (%)

Marketplace loans sold (1)

45,~~716~~377,~~173~~856

4,~~749~~716,~~411~~173

94,~~034~~749,~~583~~411

~~(1)~~14

(471)

(1) Includes unsecured personal loans and auto loans only.

Gain on sales of loans was $4959.1 million and $4749.81 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively, an increase of 320%. The increase was primarily ~~due~~driven toby athe ~~decrease~~increase in the volume of marketplace loans sold ~~with~~as ~~credit~~well ~~support~~as ~~agreements~~higher ~~compared~~Structured toProgram ~~the~~transaction ~~prior~~expenses ~~year~~in 2024.

Net Fair Value Adjustments

We record ~~fair~~adjustments ~~value~~to ~~adjustments~~the oncarrying value of loans, ~~that~~for ~~are~~which ~~recorded~~we athave elected to account for under the fair value option, ~~which~~to reflect their fair value. These adjustments include gains or losses from sale prices in excess of or less than the loan principal amount sold and realized net charge-offs. In addition, as loans are held on the Balance Sheet, incremental fair value adjustments on the loans are recorded in “Net fair value adjustments” within “Marketplace revenue,” whereas the associated interest income is recorded within “Net interest income.”

59Net fair value adjustments were $(134.9) million and $(154.7) million for the years ended December 31, 2025 and 2024, respectively, a decreased loss of $19.7 million. The reduction was primarily due to higher loan sale prices as well as a fair value benefit recognized in the second quarter of 2025 based on improved credit performance, partially offset by an increase in the origination volume of marketplace loans.

Net fair value adjustments primarily consist of fair value adjustments on our HFS loan portfolio. See “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 7. Fair Value

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

~~adjustments~~Measurements” ~~within~~for ~~“Marketplace~~additional ~~revenue,”~~information ~~whereas~~related to the ~~associated~~significant ~~interest~~unobservable ~~income~~inputs isused ~~recorded~~in the fair value measurement of HFS loans and activity within ~~“Net~~the ~~interest~~HFS ~~income~~loan portfolio.”

~~Net~~Other fair value adjustments were $(154.7) million and $(134.1) million for the years ended December 31, 2024 and 2023, respectively, an increased loss of $20.5 million. The increased loss was primarily driven by the increase in the origination volume of marketplace loans. This was partially offset by higher loan sales prices compared to the prior year, resulting primarily from a decrease in Non-interest ~~rates.~~Income

~~Net~~Other ~~fair~~non-interest ~~value~~income ~~adjustments~~ primarily ~~consist~~consists of ~~fair~~(i) rental ~~value~~income ~~adjustments~~earned onfrom ~~our~~third-party ~~loans~~tenants ~~HFS~~under ~~portfolio.~~operating ~~See~~lease ~~“Item 8.~~agreements ~~Financial Statements~~ and ~~Supplementary~~(ii) referral ~~Data~~revenue –that ~~Notes~~relates to ~~Consolidated~~fees ~~Financial~~earned ~~Statements~~from –third-party ~~Note 7.~~companies ~~Fair~~when ~~Value~~customers ~~Measurements”~~referred ~~for~~by ~~additional~~us ~~information~~consider ~~related~~or topurchase ~~the~~products ~~significant~~or ~~unobservable~~services ~~inputs~~from ~~used~~such inthird-party ~~the~~companies. ~~fair~~The ~~value~~tables ~~measurement~~below ofillustrate ~~loans~~the ~~HFS~~composition ~~and~~of ~~activity~~other ~~within~~non-interest ~~the~~income ~~loans~~for ~~HFS~~each ~~portfolio.~~period presented:


Year Ended December 31,	2025		2024		Change ($)		Change (%)
Rental income	$	7,459	$	—	$	7,459	N/M
Referral revenue	3,647		3,174		473		15	%
Realized gains on sales of securities available for sale and other investments	—		95		(95)		N/M
Other	6,126		6,910		(784)		(11)	%
Other non-interest income	$	17,232	$	10,179	$	7,053	69	%


Year Ended December 31,	2024		2023		Change ($)		Change (%)
Referral revenue	$	3,174	$	4,574	$	(1,400)	(31)	%
Realized gains on sales of securities available for sale and other investments	95		—		95		N/M
Other	6,910		6,723		187		3	%
Other non-interest income	$	10,179	$	11,297	$	(1,118)	(10)	%

Other non-interest income increased $7.1 million, or 69%, for the year ended December 31, 2025 compared to the same period in 2024. The increase was primarily due to rental income earned from third-party tenants under operating lease agreements associated with the building purchased in the second quarter of 2025.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Net Interest Income

The table below presents net interest income information corresponding to interest-earning assets and interest-bearing funding sources. The average yield/rate is calculated by dividing the period-end interest income/expense by the average balance.

	Year Ended December 31,
	2024						2023						2022
	2025						2024						2023
	AverageBalance		Interest Income/Expense		Average Yield/Rate		AverageBalance		Interest Income/Expense		Average Yield/Rate		AverageBalance		Interest Income/Expense		Average Yield/Rate
Interest-earning assets (1)
Cash, cash equivalents, restricted cash and other	$	1770,~~081,644~~044	$	5631,~~307~~933	54.2115	%	$	1,~~293~~081,~~047~~644	$	6556,~~917~~307	5.1021	%	$	~~987~~1,~~833~~293,047	$	1865,~~579~~917	15.8810	%
Securities available for sale at fair value	23,~~707~~518,~~049~~310		~~187~~223,~~961~~820		6.9436	%	~~652~~2,~~047~~707,049		40187,~~235~~961		6.1794	%	~~370~~652,~~277~~047		1640,~~116~~235		46.3517	%
Loans held for sale at fair value	~~719~~1,~~898~~131,157		92142,~~442~~937		12.8464	%	~~252~~719,~~519~~898		3592,~~655~~442		~~14.~~12.84	%	~~162~~252,~~760~~519		2635,~~183~~655		1614.0912	%
Loans and leases held for investment at amortized cost:
Unsecured personal loans	3,~~220~~199,~~969~~345		~~431~~429,~~782~~419		13.4142	%	43,~~143~~220,~~482~~969		~~549~~431,~~256~~782		13.2641	%	24,~~967~~143,~~410~~482		~~410~~549,~~222~~256		13.8226	%
Commercial and other consumer loans (2)	1,073,445		62,432		5.82	%	1,151,201		67,479		5.86	%	1,109,505		55,228		4.98	%
Commercial and other consumer loans	1,035,486		60,652		5.86	%	1,073,445		62,432		5.82	%	1,151,201		67,479		5.86	%
Loans and leases held for investment at amortized cost	4,~~294~~234,~~414~~831		~~494~~490,~~214~~071		11.5157	%	54,294,~~683~~414		~~616~~494,~~735~~214		11.6551	%	45,~~076~~294,~~915~~683		~~465~~616,~~450~~735		11.4265	%
Loans held for investment at fair value (2)	693,557		77,034		11.11	%	567,504		74,088		13.06	%	219,104		31,012		14.15	%
Loans held for investment at fair value	661,349		72,782		11.01	%	693,557		77,034		11.11	%	567,504		74,088		13.06	%
Total loans and leases held for investment (2)	4,987,971		571,248		11.45	%	5,862,187		690,823		11.78	%	4,296,019		496,462		11.56	%
Total loans and leases held for investment	4,896,180		562,853		11.50	%	4,987,971		571,248		11.45	%	5,862,187		690,823		11.78	%
Total interest-earning assets	910,~~496~~315,~~562~~691		~~907~~961,~~958~~543		9.5632	%	89,~~059~~496,~~800~~562		~~832~~907,~~630~~958		109.3356	%	58,~~816~~059,~~889~~800		~~557~~832,~~340~~630		910.5833	%
Cash and due from banks and restricted cash	5132,~~732~~696						7051,~~653~~732						7270,~~764~~653
Allowance for loan and lease losses	(~~247~~255,~~458~~779)						(~~345~~247,~~434~~458)						(~~234~~345,~~532~~434)
Other noninterest-earning assets	621,324						676,335						547,388
Other non-interest earning assets	627,791						621,324						676,335
Total assets	$	910,~~922~~720,~~160~~399					$	89,~~461~~922,~~354~~160					$	68,~~202~~461,~~509~~354
Interest-bearing liabilities
Interest-bearing deposits:
Checking and money market accounts	$	1,012,164	$	35,143	3.47	%	$	1,344,431	$	34,462	2.56	%	$	2,205,691	$	16,464	0.75	%
Savings and money market accounts (2)	$	6,250,152	$	237,557	3.80	%	$	5,022,106	$	234,046	4.66	%	$	4,438,916	$	186,305	4.20	%
Savings accounts and certificates of deposit	6,923,221		334,076		4.83	%	5,345,734		231,094		4.32	%	2,123,037		43,987		2.07	%
Certificates of deposit (2)	2,105,408		92,701		4.40	%	2,044,776		104,850		5.13	%	1,051,378		48,988		4.66	%
Interest-bearing deposits	7,935,385		369,219		4.65	%	6,690,165		265,556		3.97	%	4,328,728		60,451		1.40	%
Checking accounts (2)	414,754		5,466		1.32	%	868,503		30,323		3.49	%	1,199,871		30,263		2.52	%
Other interest-bearing liabilities (2)	143,189		4,698		3.28	%	69,120		5,236		7.58	%	316,193		22,064		6.98	%
Interest-bearing deposits	8,770,314		335,724		3.83	%	7,935,385		369,219		4.65	%	6,690,165		265,556		3.97	%
Total interest-bearing liabilities	8,078,574		373,917		4.63	%	6,759,285		270,792		4.01	%	4,644,921		82,515		1.78	%
Other interest-bearing liabilities	3,205		147		4.57	%	143,189		4,698		3.28	%	69,120		5,236		7.58	%
Noninterest-bearing deposits	323,378						236,618						264,099
Total interest-bearing liabilities	8,773,519		335,871		3.83	%	8,078,574		373,917		4.63	%	6,759,285		270,792		4.01	%
Other liabilities	228,270						261,401						274,209
Noninterest-bearing deposits	301,510						323,378						236,618
Total liabilities	$	8,630,222					$	7,257,304					$	5,183,229
Other liabilities	237,842						228,270						261,401
Total equity	$	1,291,938					$	1,204,050					$	1,019,280
Total liabilities	$	9,312,871					$	8,630,222					$	7,257,304
Total liabilities and equity	$	9,922,160					$	8,461,354					$	6,202,509
Total equity	$	1,407,528					$	1,291,938					$	1,204,050

6164

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

	Year Ended December 31,
	2024						2023						2022
	2025						2024						2023
	AverageBalance		Interest Income/Expense		Average Yield/Rate		AverageBalance		Interest Income/Expense		Average Yield/Rate		AverageBalance		Interest Income/Expense		Average Yield/Rate
Interest rate spread					4.93	%					6.32	%					7.80	%
Total liabilities and equity	$	10,720,399					$	9,922,160					$	8,461,354
Net interest income and net interest margin			$	534,041	5.62	%			$	561,838	6.97	%			$	474,825	8.16	%
Interest rate spread					5.49	%					4.93	%					6.32	%
Net interest income and net interest margin			$	625,672	6.07	%			$	534,041	5.62	%			$	561,838	6.97	%

(1) Nonaccrual loans and any related income are included in their respective loan categories.

(2) Prior period amounts have been reclassified to conform to the current period presentation.

An analysis of the year-over-year changes in the categories of interest ~~revenue~~income and interest expense resulting from changes in volume and rate is as follows:

	2024 Compared to 2023						2023 Compared to 2022
	2025 Compared to 2024						2024 Compared to 2023
	Increase (Decrease) Due to Change in:						Increase (Decrease) Due to Change in:
	Average Volume (1)		Average Yield/Rate(1)		Total		Average Volume (1)		Average Yield/Rate(1)		Total
Interest-earning assets
Cash, cash equivalents, restricted cash and other	$	(1014,~~980~~287)	$	1(10,~~370~~087)	$	(924,~~610~~374)	$	7(10,~~243~~980)	$	401,~~095~~370	$	47(9,~~338~~610)
Securities available for sale at fair value	~~142~~52,~~079~~640		5(16,~~647~~781)		~~147~~35,~~726~~859		15142,~~571~~079		85,~~548~~647		24147,~~119~~726
Loans held for sale at fair value	6051,~~295~~991		(31,~~508~~496)		5650,~~787~~495		1260,~~994~~295		(3,~~522~~508)		956,~~472~~787
Loans and leases held for investment at amortized cost	(~~115~~6,~~197~~884)		(72,~~324)~~741		(~~122~~4,~~521~~143)		~~155~~(115,~~258~~197)		(37,~~973~~324)		~~151~~(122,~~285~~521)
Loans held for investment at fair value (2)	14,988		(12,042)		2,946		45,661		(2,585)		43,076
Loans held for investment at fair value	(3,550)		(702)		(4,252)		14,988		(12,042)		2,946
Total increase (decrease) in interest income on interest-earning assets	$	9179,~~185~~910	$	(1526,~~857~~325)	$	7553,~~328~~585	$	~~236~~91,~~727~~185	$	38(15,~~563~~857)	$	~~275~~75,~~290~~328
Interest-bearing liabilities
Checking and money market accounts	$	(9,757)	$	10,438	$	681	$	(8,592)	$	26,590	$	17,998
Savings and money market accounts (2)	$	51,214	$	(47,703)	$	3,511	$	25,945	$	21,796	$	47,741
Savings accounts and certificates of deposit	73,880		29,102		102,982		109,053		78,054		187,107
Certificates of deposit (2)	3,033		(15,182)		(12,149)		50,491		5,371		55,862
Interest-bearing deposits	64,123		39,540		103,663		100,461		104,644		205,105
Checking accounts (2)	(11,342)		(13,515)		(24,857)		(9,701)		9,761		60
Other interest-bearing liabilities (2)	3,532		(4,070)		(538)		(18,572)		1,744		(16,828)
Interest-bearing deposits (2)	42,905		(76,400)		(33,495)		66,735		36,928		103,663
Total increase in interest expense on interest-bearing liabilities	$	67,655	$	35,470	$	103,125	$	81,889	$	106,388	$	188,277
Other interest-bearing liabilities	(5,879)		1,328		(4,551)		3,532		(4,070)		(538)
Increase (decrease) in net interest income	$	23,530	$	(51,327)	$	(27,797)	$	154,838	$	(67,825)	$	87,013
Total increase (decrease) in interest expense on interest-bearing liabilities (2)	$	37,026	$	(75,072)	$	(38,046)	$	70,267	$	32,858	$	103,125
Increase (decrease) in net interest income (2)	$	42,884	$	48,747	$	91,631	$	20,918	$	(48,715)	$	(27,797)

(1) Volume and rate changes have been allocated on a consistent basis using the respective percentage changes in average balances and average rates.

(2) Prior period amounts have been reclassified to conform to the current period presentation.

6265

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Provision for Credit Losses

The allowance for loan and lease losses (ALLL) for lifetime expected losses under CECL on ~~HFI~~ loans and leases HFI at amortized cost is initially recognized as “Provision for credit losses” at the time of origination. The ALLL is estimated using a discounted cash flow (DCF) approach, where effective interest rates are used to calculate the net present value (NPV) of expected cash flows. The effective interest rates are calculated based on the periodic interest income received from the loan’s contractual cash flows and the net investment in the loan, which includes deferred origination fees and marketing costs, to provide a constant rate of return over the loan term. The NPV from the DCF approach is then compared to the amortized cost basis of the loans and leases to ~~derive~~determine ~~expected~~the ~~credit losses~~ALLL. Under the DCF approach, the provision for credit losses in subsequent periods includes a credit loss expense related to the discounting effect due to the passage of time after the initial recognition of the ALLL on originated ~~HFI~~ loans and leases HFI at amortized cost.

The provision for credit losses includes the credit loss expense for ~~HFI~~ loans and leases HFI at amortized cost, available for sale (AFS) securities and unfunded lending commitments. The table below illustrates the composition of the provision for credit losses for each period presented, as well as the loan originations ~~held~~HFI ~~for investment~~ in each period, which is a key driver for credit loss expense:

Year Ended December 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
Credit loss expense for loans and leases held for investment	$	~~175~~190,~~430~~928	$	~~243~~175,~~570~~430	$	~~266~~243,~~679~~570
Credit loss expense for securities available for sale	~~3,527~~566		—3,527		—
Credit loss expense (benefit) for unfunded lending commitments	(690)		(5)		647
Credit loss benefit for unfunded lending commitments	(174)		(690)		(5)
Total provision for credit losses	$	~~178~~191,~~267~~320	$	~~243~~178,~~565~~267	$243,565	~~267,326~~
Loan originations held for investment	$	12,~~735~~454,~~409~~743	$	21,~~184~~735,~~095~~409	$2,184,095	~~3,731,057~~

The provision for credit losses was $~~178~~191.3 million and $~~243~~178.63 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively, aan ~~decrease~~increase of 277%. The ~~decrease~~increase was primarily driven by a ~~decrease~~higher ~~in the initial provision for credit losses from a lower~~ volume of originated loans retained as HFI at amortized cost~~. In addition~~, ~~the~~partially ~~provision~~offset ~~for~~by ~~credit~~a ~~losses~~shift in ~~2023~~the ~~included~~mix aof ~~higher~~loans ~~quantitative~~toward ~~and~~types ~~qualitative~~with ~~allowance~~lower ~~as a result of an increase in~~ expected losses and ~~a less favorable economic outlook. The year over year decrease was partially offset by~~ the impact of aan $8.0 million provision recognized in ~~our~~2024 ~~CRE~~related ~~portfolio due~~ to one legacy office loan, ~~which~~within ~~was~~our ~~recognized in 2024. Excluding this one loan, the~~ CRE ~~office loan~~ portfolio ~~balance was under $35 million as of December 31, 2024~~.

6366

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Allowance for Credit Losses

The activity in the allowance for credit losses (ACL) was as follows:

Year Ended December 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
Allowance for loan and lease losses:
Beginning of period	$	~~310~~236,~~387~~734	$	~~327~~310,~~852~~387	$	~~144~~327,~~389~~852
Credit loss expense for loans and leases held for investment	~~175~~190,~~430~~928		~~243~~175,~~570~~430		~~266~~243,~~679~~570
Charge-offs	(303,593)		(281,107)		(87,473)
Charge-offs (1)	(218,874)		(303,593)		(281,107)
Recoveries	5466,~~510~~955		2054,~~072~~510		420,~~257~~072
End of period	$	~~236~~275,~~734~~743	$	~~310~~236,~~387~~734	$	~~327~~310,~~852~~387
Allowance for securities available for sale:
Beginning of period	$	—3,527	$	—	$	—
Credit loss expense for securities available for sale	~~3,527~~566		—3,527		—
End of period	$	34,~~527~~093	$	—3,527	$	—
Reserve for unfunded lending commitments:
Beginning of period	$	1,~~873~~183	$	1,~~878~~873	$	1,~~231~~878
Credit loss expense (benefit) for unfunded lending commitments	(690)		(5)		647
Credit loss benefit for unfunded lending commitments	(174)		(690)		(5)
End of period (1)	$	1,183	$	1,873	$	1,878
End of period (2)	$	1,009	$	1,183	$	1,873

(1) ~~Relates~~The tofirst quarter of 2025 included an $~~105~~8.0 million charge-off related to one office loan within our CRE portfolio, ~~$78.1 million~~which ~~and~~was ~~$138~~fully reserved for in prior periods.~~0 million~~ ofThe ~~unfunded~~CRE ~~commitments~~office loan portfolio balance was under $35 million as of December 31, ~~2024, 2023 and 2022, respectively~~2025.

~~The~~(2) Relates ~~following~~to ~~table~~$52.0 million, ~~presents~~$105.0 million ~~the~~and ~~components~~$78.1 million of ~~the~~unfunded ~~allowance~~commitments ~~for~~as ~~loan~~of December 31, 2025, 2024 and ~~lease~~2023, ~~losses:~~respectively.

Year Ended December 31,	2024		2023		2022
Gross allowance for loan and lease losses (1)	$	285,686	$	355,773	$	340,369
Recovery asset value (2)	(48,952)		(45,386)		(12,517)
Allowance for loan and lease losses	$	236,734	$	310,387	$	327,852

The following table presents the components of the ALLL:


Year Ended December 31,	2025		2024		2023
Gross allowance for loan and lease losses (1)	$	312,667	$	285,686	$	355,773
Recovery asset value (2)	(36,924)		(48,952)		(45,386)
Allowance for loan and lease losses	$	275,743	$	236,734	$	310,387

(1) Represents the allowance for future estimated net charge-offs on existing portfolio balances.

(2) Represents a negative allowance for expected recoveries of amounts previously charged-off.

Year Ended December 31,	~~2024~~2025			~~2023~~2024			~~2022~~2023
Total loans and leases held for investment	$	4,~~125~~272,~~818~~812		$	4,~~850~~125,~~302~~818		$	54,~~033~~850,~~154~~302
Allowance for loan and lease losses	$	~~236~~275,~~734~~743		$	~~310~~236,~~387~~734		$	~~327~~310,~~852~~387
Allowance ratio (1)	56.75		%	65.47		%	6.54		%
Gross allowance for loan and lease losses	$	~~285~~312,~~686~~667		$	~~355~~285,~~773~~686		$	~~340~~355,~~369~~773
Gross allowance ratio (1)	67.93		%	76.39		%	67.83		%

(1) Calculated as ALLL or gross ALLL, where applicable, to total loans and leases held for investment at amortized cost.

6467

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Net Charge-Offs

The following table presents information regarding average loan and lease balances, net charge-offs and the ratio of net charge-offs to average outstanding loans and leases HFI at amortized cost, net, during the period:. Net charge-offs are impacted by the expected timing of the charge-offs, anticipated recoveries and the age of the overall portfolio.

Year Ended December 31,	~~2024~~2025			~~2023~~2024			~~2022~~2023
Average loans and leases held for investment at amortized cost	$	4,~~294~~234,~~414~~831		$	54,294,~~683~~414		$	45,~~076~~294,~~915~~683
Net charge-offs	~~249~~151,~~083~~919			~~261~~249,~~035~~083			83261,~~216~~035
Net charge-off ratio	53.86		%	45.98		%	24.09		%

Nonaccrual

Loans and leases are generally placed on nonaccrual status when contractually past due 90 days or more, or earlier if management believes that the probability of collection does not warrant further accrual. Unsecured personal loans are generally charged-off nowhen ~~later~~a ~~than~~borrower is contractually 120 days past due.

The following table presents nonaccrual loans and leases:

As of December 31,	~~2024~~2025			~~2023~~2024
Nonaccrual loans and leases held for investment at amortized cost	$	7260,~~304~~432		$	4472,~~382~~304
% of total loans and leases held for investment	1.84		%	01.98		%

For additional information on the ACL and nonaccrual loans and leases, see “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 1. Summary of Significant Accounting Policies” and “Note 5. Loans and Leases Held for Investment at Amortized Cost, Net of Allowance for Loan and Lease Losses.”

6568

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Non-~~interest~~Interest Expense

Non-interest expense primarily consists of (i) compensation and benefits, which include salaries and wages, benefits and stock-based compensation expense, (ii) marketing, which includes costs attributable to borrower and deposit customer acquisition efforts and building general brand awareness, (iii) equipment and software, (iv) depreciation and amortization, (v) professional services, which primarily consist of consulting fees, and (vi) occupancy, which includes rent expense and all other costs related to occupying our office spaces.


Year Ended December 31,	2025		2024		Change ($)		Change (%)
Non-interest expense:
Compensation and benefits	$	241,846	$	232,158	$	9,688	4	%
Marketing	149,211		100,402		48,809		49	%
Equipment and software	57,014		51,194		5,820		11	%
Depreciation and amortization	62,889		58,834		4,055		7	%
Professional services	42,339		32,045		10,294		32	%
Occupancy	19,834		15,798		4,036		26	%
Other non-interest expense	57,449		53,247		4,202		8	%
Total non-interest expense	$	630,582	$	543,678	$	86,904	16	%


Year Ended December 31,	2024		2023		Change ($)		Change (%)
Non-interest expense:
Compensation and benefits	$	232,158	$	261,948	$	(29,790)	(11)	%
Marketing	100,402		93,840		6,562		7	%
Equipment and software	51,194		53,485		(2,291)		(4)	%
Depreciation and amortization	58,834		47,195		11,639		25	%
Professional services	32,045		35,173		(3,128)		(9)	%
Occupancy	15,798		17,532		(1,734)		(10)	%
Other non-interest expense	53,247		57,264		(4,017)		(7)	%
Total non-interest expense	$	543,678	$	566,437	$	(22,759)	(4)	%

Year Ended December 31,	2023		2022		Change ($)		Change (%)
Non-interest expense:
Compensation and benefits	$	261,948	$	339,397	$	(77,449)	(23)	%
Marketing	93,840		197,747		(103,907)		(53)	%
Equipment and software	53,485		49,198		4,287		9	%
Depreciation and amortization	47,195		43,831		3,364		8	%
Professional services	35,173		50,516		(15,343)		(30)	%
Occupancy	17,532		21,977		(4,445)		(20)	%
Other non-interest expense	57,264		64,187		(6,923)		(11)	%
Total non-interest expense	$	566,437	$	766,853	$	(200,416)	(26)	%

Compensation and benefits expense increased $9.7 million, or 4%, for the year ended December 31, 2025 compared to the same period in 2024. The increase was primarily due to an increase in headcount.

~~Compensation~~Marketing ~~and benefits~~ expense ~~decreased~~increased $2948.8 million, or 1149%, for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024. The ~~decrease~~increase was primarily due to aan ~~decrease~~increase in ~~headcount~~variable asmarketing aexpenses ~~result~~based ofon ~~the~~higher ~~workforce~~origination ~~reduction~~volume ~~plans~~as wewell ~~implemented~~as inthe ~~2023~~resumption of certain marketing initiatives.

~~Marketing~~Equipment and software expense increased $65.68 million, or 711%, for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024. The increase was primarily due to an increase in ~~variable~~software ~~marketing~~license ~~expenses~~expense ~~based~~and oncloud ~~higher origination volume of marketplace loans~~services.

~~Equipment~~Depreciation and ~~software~~amortization expense ~~decreased~~increased $24.31 million, or 47%, for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024. The ~~decrease~~increase was primarily due to an increase in the amortization of internally-developed software placed into service in 2025, partially offset by a decrease in impairment expense for internally-developed software ~~license~~compared ~~expense~~to the prior year.

~~Depreciation~~Professional ~~and~~services ~~amortization~~ expense increased $1110.63 million, or 2532%, for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024. The increase was primarily due to an increase in ~~the~~business ~~amortization~~consulting ~~of internally-developed software as well as a $5~~services.~~5 million impairment expense for internally-developed software recorded in 2024.~~

Professional services expense decreased $3.1 million, or 9%, for the year ended December 31, 2024 compared to the same period in 2023. The decrease was primarily due to a decrease in consulting fees.69

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Occupancy expense ~~decreased~~increased $14.70 million, or 1026%, for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024. The ~~decrease~~increase was primarily ~~due~~related to aoperating ~~decrease~~expenses inassociated ~~rent~~with ~~expense~~the office building purchased during the second quarter of 2025.

Other non-interest expense ~~decreased~~increased $4.02 million, or 78%, for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024. The ~~decrease~~increase was primarily due to aan ~~decrease~~increase in miscellaneous operating expenses.

Income Taxes

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, we recorded an income tax expense of $1341.73 million and $1513.7 million, representing an effective tax rate of 2123.13% and 2821.71%, respectively. The effective tax rate for the year ended December 31, ~~2024~~2025 differs from the statutory rate due to state taxes, the favorable impact of recurring tax credits, changes in unrecognized tax benefits related to prior year tax credits, equity-based compensation, and the unfavorable impact of the non-deductible portions of executive compensation ~~and stock-based compensation~~. The ~~decrease~~increase in effective tax rate for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024 was primarily due to athe ~~decrease~~remeasurement inof ~~the~~deferred ~~unfavorable~~tax ~~impact~~assets because of the ~~non-deductible~~decrease ~~portions~~in ofcombined ~~executive~~state ~~compensation~~tax ~~and~~rate. ~~stock-based~~On ~~compensation.~~June ~~For~~27, ~~the~~2025, ~~year~~California ~~ended~~Senate ~~December 31,~~Bill ~~2022,~~132 wewas ~~recorded~~signed aninto ~~income~~law, ~~tax~~requiring ~~benefit~~that ofbanks ~~$136.6 million~~and ~~primarily~~financial ~~due~~companies totransition ~~the~~from ~~release~~an ofequally aweighted ~~$175.6 million~~three-factor ~~valuation~~apportionment ~~allowance~~formula ~~against~~to ~~our~~a ~~deferred~~single-sales-factor ~~tax~~apportionment ~~assets~~formula, ofeffective ~~which~~for ~~$143.5 million~~tax ~~was~~years ~~primarily~~beginning ~~based~~in on2025. ~~our~~Other ~~reassessment~~year-over-year ofchanges ~~the~~in ~~future~~rate ~~realizability~~reconciliation ofitems ~~our~~largely ~~deferred~~offset ~~tax~~each ~~assets~~other.

InFor ~~2022,~~the weyear ~~evaluated~~ending ~~both~~December ~~positive~~31, ~~and~~2023, ~~negative~~we ~~evidence~~recorded ~~when~~a ~~assessing~~tax ~~the~~expense ~~recoverability~~ of ~~our~~$15.7 ~~net~~million ~~deferred~~representing ~~tax~~an ~~assets.~~effective ~~Several~~tax ~~factors~~rate ~~were~~of ~~considered,~~28.7%. ~~which~~The ~~primarily~~decrease ~~included~~in ~~our~~effective ~~business~~tax ~~model~~rate ~~transition~~for ~~and~~ the ~~resulting~~year ~~increase~~ended inDecember ~~profitability~~31, ~~and~~2024 ~~the~~compared ~~expectation~~to ofthe ~~continued~~same ~~profitability.~~period ~~These factors resulted~~ in ~~the~~2023 ~~release~~was ofprimarily ~~the~~due ~~majority~~to offavorable ~~our~~changes ~~valuation~~related ~~allowance~~to ~~against~~windfalls ~~our~~and ~~deferred~~shortfalls ~~tax~~related ~~assets~~to inequity ~~2022~~compensation.

As of December 31, ~~2024~~2025, we maintained a valuation allowance of $4648.30 million related to certain state net operating loss carryforwards (NOLs) and state tax credit carryforwards. The realization and timing of any remaining state NOLs and state tax credit carryforwards is uncertain and may expire before being utilized, based primarily on the allocation of taxable income constraints to the Parent and not related to the earnings of the Company. Changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions are recorded as current period income tax expense or benefit.

Income taxes are recorded on a separate entity basis whereby each operating segment determines income tax expense or benefit as if it filed a separate tax return. Differences between separate entity and consolidated tax returns are eliminated upon consolidation.

~~Segment~~On ~~Information~~July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted. For the year ended December 31, 2025, OBBBA did not impact our effective tax rate; however, certain OBBBA provisions, including enhanced expensing, reduced current taxes payable. OBBBA has multiple effective dates, and we will continue to monitor developments and evaluate potential impacts on future periods.

~~Reportable Segments~~70

The Company defines operating segments to be components of the Company for which discrete financial information is evaluated regularly by the Chief Operating Decision Maker (CODM) to allocate resources and evaluate financial performance. The measure of segment profit used by the CODM in this evaluation is net income. The CODM consists of the Company’s Chief Executive Officer and Chief Financial Officer. This information is reviewed according to the legal organizational structure of the Company’s operations with products and services presented separately for the parent bank holding company and its wholly-owned subsidiary, LC Bank, which are both considered reportable segments. Income taxes are recorded on a separate entity basis whereby each operating segment determines income tax expense or benefit as if it filed a separate tax return.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Segment Information

Reportable Segments

We define operating segments to be components of the Company for which discrete financial information is evaluated regularly by the Chief Operating Decision Maker (CODM) to allocate resources and evaluate financial performance. The measure of segment profit used by the CODM in this evaluation is net income. The CODM consists of our Chief Executive Officer and Chief Financial Officer. This information is reviewed according to the legal organizational structure of our operations with products and services presented separately for the parent bank holding company and its wholly-owned subsidiary, LC Bank, which are both considered reportable segments. Income taxes are recorded on a separate entity basis whereby each operating segment determines income tax expense or benefit as if it filed a separate tax return.

LendingClub Bank

The LC Bank operating segment represents the national bank legal entity and reflects operating activities after its formation. This segment provides a full complement of financial products and solutions, including loans and deposits. It originates loans to individuals and businesses, retains loans for investment, sells loans to marketplace investors and manages relationships with deposit holders.

LendingClub Corporation (Parent Only)

The LendingClub Corporation (Parent only) operating segment represents the holding company legal entity and predominately reflects the operations of the Company prior to the formation of LC Bank. This activity includes, but is not limited to, servicing fee revenue on purchased servicing assets, and interest income and interest expense related to ~~the Retail Program and Structured Program~~ transactions entered into prior to LC Bank’s formation.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Financial information for the segments is presented in the following table:

	LendingClub Bank						LendingClub Corporation (Parent only)						Total Reportable Segments
Year ended	~~2024~~2025		~~2023~~2024		~~2022~~2023		~~2024~~2025		~~2023~~2024		~~2022~~2023			~~2024~~2025		~~2023~~2024		~~2022~~2023
Non-interest income:
Marketplace revenue	$	~~176~~303,~~921~~930	$	~~206~~176,~~381~~921	$	~~610~~206,~~536~~381	$	3629,~~595~~613	$	4136,~~817~~595	$	4841,~~231~~817		$	~~213~~333,~~516~~543	$	~~248~~213,~~198~~516	$	~~658~~248,~~767~~198
Other non-interest income	5352,~~643~~050		7453,~~684~~643		8574,~~208~~684		97,~~038~~472		9,~~503~~038		159,~~628~~503			6259,~~681~~522		8462,~~187~~681		~~100~~84,~~836~~187
Total non-interest income	~~230~~355,~~564~~980		~~281~~230,~~065~~564		~~695~~281,~~744~~065		4537,~~633~~085		5145,~~320~~633		6351,~~859~~320			~~276~~393,~~197~~065		~~332~~276,~~385~~197		~~759~~332,~~603~~385
Interest income:
Interest income	~~902~~960,~~741~~714		~~818~~902,~~206~~741		~~526~~818,~~471~~206		~~5,217~~829		145,~~424~~217		3014,~~869~~424			~~907~~961,~~958~~543		~~832~~907,~~630~~958		~~557~~832,~~340~~630
Interest expense	(~~373~~335,~~219~~871)		(~~266~~373,~~218~~219)		(60266,~~954~~218)		~~(698)~~—		(~~4,574~~698)		(214,~~561~~574)			(~~373~~335,~~917~~871)		(~~270~~373,~~792~~917)		(82270,~~515~~792)
Net interest income	~~529~~624,~~522~~843		~~551~~529,~~988~~522		~~465~~551,~~517~~988		~~4,519~~829		94,~~850~~519		9,~~308~~850			~~534~~625,~~041~~672		~~561~~534,~~838~~041		~~474~~561,~~825~~838
Total net revenue	~~760~~980,~~086~~823		~~833~~760,~~053~~086		1833,~~161,261~~053		5037,~~152~~914		6150,~~170~~152		7361,~~167~~170			~~810~~1,~~238~~018,737		~~894~~810,~~223~~238		1894,~~234,428~~223
Provision for credit losses	(~~178~~191,~~267~~320)		(~~243~~178,~~565~~267)		(~~267~~243,~~326~~565)		—		—		—			(~~178~~191,~~267~~320)		(~~243~~178,~~565~~267)		(~~267~~243,~~326~~565)
Non-interest expense:
Compensation and benefits	(~~225~~235,~~620~~289)		(~~255~~225,~~428~~620)		(~~331~~255,~~627~~428)		(6,~~538~~557)		(6,~~520~~538)		(76,~~770~~520)			(~~232~~241,~~158~~846)		(~~261~~232,~~948~~158)		(~~339~~261,~~397~~948)
Marketing	(~~100~~149,~~400~~211)		(93100,~~840~~400)		(~~197~~93,~~559~~840)		~~(2)~~—		—(2)		~~(188)~~—			(~~100~~149,~~402~~211)		(93100,~~840~~402)		(~~197~~93,~~747~~840)
Equipment and Software	(51,068)		(53,239)		(49,004)		(126)		(246)		(194)			(51,194)		(53,485)		(49,198)
Equipment and software	(56,963)		(51,068)		(53,239)		(51)		(126)		(246)			(57,014)		(51,194)		(53,485)
Depreciation and Amortization	(50,309)		(30,216)		(16,489)		(8,525)		(16,979)		(27,342)			(58,834)		(47,195)		(43,831)
Depreciation and amortization	(58,277)		(50,309)		(30,216)		(4,612)		(8,525)		(16,979)			(62,889)		(58,834)		(47,195)
Professional Services	(31,376)		(33,963)		(49,993)		(669)		(1,210)		(523)			(32,045)		(35,173)		(50,516)
Professional services	(41,689)		(31,376)		(33,963)		(650)		(669)		(1,210)			(42,339)		(32,045)		(35,173)
Occupancy	(712,~~582~~068)		(7,~~980~~582)		(87,~~631~~980)		(87,~~216~~766)		(98,~~552~~216)		(139,~~346~~552)			(1519,~~798~~834)		(1715,~~532~~798)		(2117,~~977~~532)
Other non-interest expense	(5462,~~963~~854)		(6254,~~360~~963)		(7162,~~001~~360)		(2114,~~511~~484)		(2421,~~508~~511)		(4024,~~398~~508)			(7677,~~474~~338)		(8676,~~868~~474)		(~~111~~86,~~399~~868)
Total non-interest expense	(~~521~~616,~~318~~351)		(~~537~~521,~~026~~318)		(~~724~~537,~~304~~026)		(4534,~~587~~120)		(5945,~~015~~587)		(8959,~~761~~015)			(~~566~~650,~~905~~471)		(~~596~~566,~~041~~905)		(~~814~~596,~~065~~041)
Income tax (expense) benefit	(1241,~~824~~502)		(1712,~~881~~824)		(4217,~~354~~881)		~~(912)~~233		~~2,203~~(912)		~~125~~2,~~954~~203			(1341,~~736~~269)		(1513,~~678~~736)		83(15,~~600~~678)
Net income(1)	$	47,677	$	34,581	$	127,277	$	3,653	$	4,358	$	109,360		$	51,330	$	38,939	$	236,637
Net income (1)	$	131,650	$	47,677	$	34,581	$	4,027	$	3,653	$	4,358		$	135,677	$	51,330	$	38,939
Capital expenditures	$	54143,~~302~~566	$	5954,~~509~~302	$	6959,~~481~~509	$	—	$	—	$	—		$	54143,~~302~~566	$	5954,~~509~~302	$	6959,~~481~~509

(1) Total net income from reportable segments reflects net income on a consolidated basis.


Year Ended December 31,	2025		2024		2023
Total net revenue – reportable segments	$	1,018,737	$	810,238	$	894,223
Intercompany eliminations	(19,889)		(23,227)		(29,604)
Total net revenue – consolidated	$	998,848	$	787,011	$	864,619

An analysis of our results of operations and material drivers and trends of the financial results of the segments presented above are consistent with those provided on a consolidated basis in “Results of Operations.”

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Year Ended December 31,	2024		2023		2022
Total net revenue – reportable segments	$	810,238	$	894,223	$	1,234,428
Intercompany eliminations	(23,227)		(29,604)		(47,212)
Total net revenue – consolidated	$	787,011	$	864,619	$	1,187,216

An analysis of the Company’s results of operations and material drivers and trends of the financial results of the segments presented above are consistent with those provided on a consolidated basis in “Results of Operations.”

Non-GAAP Financial Measures

To supplement our financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: Pre-Provision Net Revenue (PPNR), Tangible Book Value (TBV) Per Common Share, and Return on Tangible Common Equity (ROTCE)~~, Net Income Excluding Income Tax Benefit and Diluted EPS Excluding Income Tax Benefit~~. Our non-GAAP financial measures do have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP.

We believe these non-GAAP financial measures provide management and investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and enable comparison of our financial results with other public companies.

We believe PPNR, ~~Net~~is ~~Income~~an ~~Excluding Income Tax Benefit and Diluted EPS Excluding Income Tax Benefit are~~ important ~~measures~~measure because ~~they~~it ~~reflect~~reflects the underlying financial performance of our business operations. PPNR is a non-GAAP financial measure calculated by subtracting the provision for credit losses and income tax benefit/expense from net income. Net Income Excluding Income Tax Benefit adjusts for the release of a deferred tax asset valuation allowance in 2022. Diluted EPS Excluding Income Tax Benefit is a non-GAAP financial measure calculated by dividing Net Income Excluding Income Tax Benefit by the weighted-average diluted common shares outstanding.

We believe TBV Per Common Share is an important measure used to evaluate the Company’s use of equity. TBV Per Common Share is a non-GAAP financial measure representing tangible common equity for the period (common equity reduced by goodwill and customer relationship intangible assets), divided by the ending number of common shares issued and outstanding.

We believe ROTCE is an important measure because it reflects the Company's ability to generate income from its core assets. ROTCE is a non-GAAP financial measure calculated by dividing net income by the average tangible common equity for the applicable period.

The following tables provide a reconciliation of PPNR to the nearest GAAP measure:

For the year ended December 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
GAAP Net income	$	51135,~~330~~677	$	3851,~~939~~330	$	~~289~~38,~~685~~939
Less: Provision for credit losses	(~~178~~191,~~267~~320)		(~~243~~178,~~565~~267)		(~~267~~243,~~326~~565)
Less: Income tax (expense) benefit	(13,736)		(15,678)		136,648
Less: Income tax expense	(41,269)		(13,736)		(15,678)
Pre-provision net revenue	$	~~243~~368,~~333~~266	$	~~298~~243,~~182~~333	$	~~420~~298,~~363~~182


For the year ended December 31,	2025		2024		2023
Non-interest income	$	373,176	$	252,970	$	302,781
Net interest income	625,672		534,041		561,838
Total net revenue	998,848		787,011		864,619
Non-interest expense	(630,582)		(543,678)		(566,437)
Pre-provision net revenue	368,266		243,333		298,182
Provision for credit losses	(191,320)		(178,267)		(243,565)
Income before income tax expense	176,946		65,066		54,617
Income tax expense	(41,269)		(13,736)		(15,678)
GAAP Net income	$	135,677	$	51,330	$	38,939

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

For the year ended December 31,	2024		2023		2022
Non-interest income	$	252,970	$	302,781	$	712,391
Net interest income	534,041		561,838		474,825
Total net revenue	787,011		864,619		1,187,216
Non-interest expense	(543,678)		(566,437)		(766,853)
Pre-provision net revenue	243,333		298,182		420,363
Provision for credit losses	(178,267)		(243,565)		(267,326)
Income before income tax (expense) benefit	65,066		54,617		153,037
Income tax (expense) benefit	(13,736)		(15,678)		136,648
GAAP Net income	$	51,330	$	38,939	$	289,685

The following table provides a reconciliation of TBV Per Common Share to the nearest GAAP measure:

As of December 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
GAAP common equity	$	1,~~341~~500,~~731~~428	$	1,~~251~~341,~~822~~731	$	1,~~164~~251,~~294~~822
Less: Goodwill	(75,717)		(75,717)		(75,717)
Less: Customer relationship intangible assets	(85,~~586~~685)		(128,~~135~~586)		(1612,~~334~~135)
Tangible common equity	$	1,~~257~~419,~~428~~026	$	1,~~163~~257,~~970~~428	$	1,~~072~~163,~~243~~970
Book value per common share
GAAP common equity	$	1,~~341~~500,~~731~~428	$	1,~~251~~341,~~822~~731	$	1,~~164~~251,~~294~~822
Common shares issued and outstanding	~~113~~115,~~383~~368,~~917~~987		~~110~~113,~~410~~383,~~602~~917		~~106~~110,~~546~~410,~~995~~602
Book value per common share	$	1113.8301	$	11.3483	$	1011.9334
Tangible book value per common share
Tangible common equity	$	1,~~257~~419,~~428~~026	$	1,~~163~~257,~~970~~428	$	1,~~072~~163,~~243~~970
Common shares issued and outstanding	~~113~~115,~~383~~368,~~917~~987		~~110~~113,~~410~~383,~~602~~917		~~106~~110,~~546~~410,~~995~~602
Tangible book value per common share	$	1112.0930	$	1011.5409	$	10.0654

The following table provides a reconciliation of ROTCE to the nearest GAAP measure:

As of and For The Year Ended December 31,	2024			2023			2022
As of and for the year ended December 31,	2025			2024			2023
Average GAAP common equity	$	1,~~291~~407,~~938~~528		$	1,~~204~~291,~~050~~938		$	1,~~019~~204,~~280~~050
Less: Average goodwill	(75,717)			(75,717)			(75,717)
Less: Average customer relationship intangible assets	(107,~~324~~099)			(1410,~~198~~324)			(1814,~~721~~198)
Average tangible common equity	$	1,~~205~~324,~~897~~712		$	1,~~114~~205,~~135~~897		$	~~924~~1,~~842~~114,135
Return on average equity
GAAP net income	$	51135,~~330~~677		$	3851,~~939~~330		$	~~289~~38,~~685~~939
Average GAAP common equity	1,~~291~~407,~~938~~528			1,~~204~~291,~~050~~938			1,~~019~~204,~~280~~050
Return on average equity	49.06		%	34.20		%	283.42		%
Return on tangible common equity
GAAP net income	$	51135,~~330~~677		$	3851,~~939~~330		$	~~289~~38,~~685~~939
Average tangible common equity	1,~~205~~324,~~897~~712			1,~~114~~205,~~135~~897			~~924~~1,~~842~~114,135
Return on tangible common equity	410.32		%	34.53		%	~~31.~~3.5		%

7074

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

The following table provides a reconciliation of Net Income Excluding Income Tax Benefit and Diluted EPS Excluding Income Tax Benefit to the nearest GAAP measures:

As of and For The Year Ended December 31,		2024		2023		2022
GAAP Net income		$	51,330	$	38,939	$	289,685
Income tax benefit from release of tax valuation allowance		—		—		143,495
Net income excluding income tax benefit		$	51,330	$	38,939	$	146,190
GAAP Diluted EPS – common stockholders		$	0.45	$	0.36	$	2.79
(A)	Income tax benefit from release of tax valuation allowance	N/A		N/A		$	143,495
(B)	Weighted-average common shares – Diluted	N/A		N/A		104,001,288
(A/B)	Diluted EPS impact of income tax benefit	N/A		N/A		$	1.38
Diluted EPS excluding income tax benefit		$	0.45	$	0.36	$	1.41

N/A – Not applicable

Supervision and Regulatory Environment

We are subject to ~~periodic exams~~supervision, ~~investigations~~regulation, ~~inquiries or requests~~examination, enforcement ~~actions~~ and other proceedings ~~from~~by multiple federal ~~and~~banking ~~state~~ regulatory bodies. Specifically, as a bank holding company, the Company is subject to ongoing and~~/or~~ ~~law~~comprehensive ~~enforcement~~supervision, ~~agencies~~regulation, ~~including~~examination ~~the~~and ~~federal~~enforcement ~~banking~~by ~~regulators~~the ~~that~~Board ~~directly~~of ~~regulate~~Governors of the ~~Company~~Federal ~~and/or~~Reserve ~~LC Bank~~System (FRB). Further, weas ~~are~~a national bank, LC Bank is subject to ~~claims,~~ongoing ~~individual~~ and ~~class~~comprehensive ~~action~~supervision, ~~lawsuits~~regulation, examination and ~~lawsuits~~enforcement ~~alleging~~by ~~regulatory~~the ~~violations.~~Office ~~Although~~of ~~historically~~ the ~~Company~~Comptroller ~~has~~of ~~generally~~the ~~resolved~~Currency ~~these~~(OCC). ~~matters~~Additionally, inas a ~~manner~~depository ~~that~~institution ~~was~~with ~~not~~assets ~~materially~~over ~~adverse~~$10 billion, LC Bank is subject to ~~its~~supervision and enforcement authority relating to federal consumer financial ~~results~~laws orand ~~business~~regulations ~~operations~~by the Consumer Financial Protection Bureau (CFPB). Accordingly, nowe ~~assurance~~have ~~can~~been beand ~~given~~continue asto invest in regulatory compliance and be subject to ~~the~~certain ~~timing~~parameters, ~~outcome~~obligations and/or ~~consequences~~limitations ofset ~~any~~forth ofby ~~these~~the ~~matters~~banking inregulations and regulators with respect to the ~~future~~operation of our business.

WeFurther, we are subject to periodic supervision, regulation, examination, enforcement and ~~enforcement~~other byproceedings ~~multiple~~from ~~federal~~various ~~banking~~other ~~regulatory~~federal ~~bodies.~~and ~~Specifically,~~state asregulatory aand/or ~~bank~~law ~~holding~~enforcement ~~company~~agencies. Additionally, ~~the~~we ~~Company~~are is subject to ~~ongoing~~claims, individual and ~~comprehensive~~class ~~supervision,~~action ~~regulation~~lawsuits, ~~examination~~ and ~~enforcement~~lawsuits byalleging ~~the~~regulatory ~~Board~~violations. ofAlthough ~~Governors~~historically of the ~~Federal~~Company ~~Reserve~~has ~~System~~generally ~~(FRB).~~resolved ~~Further,~~these asmatters in a ~~national~~manner ~~bank,~~that ~~LC Bank~~was isnot ~~subject~~materially adverse to ~~ongoing~~its ~~and~~financial ~~comprehensive~~results ~~supervision,~~or ~~regulation,~~business ~~examination and enforcement by the Office of the Comptroller of the Currency (OCC). Accordingly~~operations, weno ~~have~~assurance ~~been~~can ~~and continue to invest in regulatory compliance and~~ be ~~subject~~given as to ~~certain~~the ~~parameters~~timing, ~~obligations~~outcome ~~and/~~or ~~limitations~~consequences ~~set~~of ~~forth~~any byof ~~the~~these ~~banking~~matters ~~regulations~~in ~~and regulators with respect to~~ the ~~operation of our business~~future.

If we are found to not have complied with applicable laws, regulations or requirements, we could: (i) lose one or more of our licenses or authorizations, or be required to obtain a new license or authorization, (ii) become subject to a consent order or administrative enforcement action, (iii) face lawsuits (including class action lawsuits), sanctions, penalties, or other monetary losses due to judgments, orders, or settlements, (iv) be in breach of certain contracts, which may void or cancel such contracts, (v) decide or be compelled to modify or suspend certain of our business practices and/or (vi) be unable to execute on certain Company initiatives, which may have an adverse effect on our ability to operate and/or evolve our lending marketplace and other products and/or services; any of which may harm our business or financial results.

See “Part I – Item 1. Business – Regulation and Supervision,” “Part I – Item 1A. Risk Factors – Risks Related to Regulation, Supervision and Compliance,” and “Part I – Item 1A. Risk Factors – Risks Related to Operating Our Business” of this Annual Report for further discussion regarding our supervision and regulatory environment.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Capital Management

The prudent management of capital is fundamental to the successful achievement of our business initiatives. We actively review capital through a process that continuously assesses and monitors the Company’s overall capital adequacy. Our objective is to maintain capital at an amount commensurate with our risk profile and risk tolerance objectives, and to meet both regulatory and market expectations.

The formation of LC Bank as a nationally chartered association and the organization of the Company as a bank holding company subjects us to various capital adequacy guidelines issued by the OCC and the FRB, including the requirement to maintain regulatory capital ratios in accordance with the Basel Committee on Banking Supervision standardized approach for U.S. banking organizations (Basel III). As a Basel III standardized approach institution, we selected the one-time election to opt-out of the requirements to include all the components of accumulated other comprehensive income included in common stockholder’s equity. The minimum capital requirements under the Basel III capital framework are: a Common Equity Tier 1 (CET1) risk-based capital ratio of 4.5%, a Tier 1 risk-based capital ratio of 6.0%, a total risk-based capital ratio of 8.0%, and a Tier 1 leverage ratio of 4.0%. Additionally, a capital conservation buffer of 2.5% must be maintained above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, ~~stock~~share repurchases, and certain discretionary bonus payments. In addition to these guidelines, the banking regulators may require a banking organization to maintain capital at levels higher than the minimum ratios prescribed under the Basel III capital framework. See “Part I – Item 1. Business – Regulation and Supervision – Capital and Liquidity Requirements and Prompt Corrective Action” of this Annual Report for additional information regarding regulatory capital requirements.

~~The following table presents the actual capital amounts and ratios of the Company and LC Bank as well as the regulatory minimum and “well-capitalized” requirements (dollars in millions):~~75

	December 31, 2024				December 31, 2023				Required Minimum (1)		Well-Capitalized Minimum
	Amount		Ratio		Amount		Ratio
LendingClub Corporation:
CET1 capital (2)	$	1,188.6	17.3	%	$	1,090.2	17.9	%	7.0	%	N/A
Tier 1 capital	$	1,188.6	17.3	%	$	1,090.2	17.9	%	8.5	%	6.0	%
Total capital	$	1,276.5	18.5	%	$	1,169.2	19.2	%	10.5	%	10.0	%
Tier 1 leverage	$	1,188.6	11.0	%	$	1,090.2	12.9	%	4.0	%	N/A
Risk-weighted assets	$	6,887.1	N/A		$	6,104.5	N/A		N/A		N/A
Quarterly adjusted average assets	$	10,814.0	N/A		$	8,476.1	N/A		N/A		N/A
LendingClub Bank:
CET1 capital (2)	$	1,101.4	16.1	%	$	949.4	15.8	%	7.0	%	6.5	%
Tier 1 capital	$	1,101.4	16.1	%	$	949.4	15.8	%	8.5	%	8.0	%
Total capital	$	1,188.5	17.4	%	$	1,027.4	17.1	%	10.5	%	10.0	%
Tier 1 leverage	$	1,101.4	10.3	%	$	949.4	11.4	%	4.0	%	5.0	%
Risk-weighted assets	$	6,823.1	N/A		$	6,022.2	N/A		N/A		N/A
Quarterly adjusted average assets	$	10,696.7	N/A		$	8,337.4	N/A		N/A		N/A

N/A – Not applicable

(1) Required minimums presented for risk-based capital ratios include the required capital conservation buffer of 2.5%.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

~~(2) CET1~~organization to maintain capital ~~consists~~at oflevels ~~common~~higher ~~stockholders’~~than ~~equity~~the asminimum ~~defined~~ratios prescribed under Uthe Basel III capital framework.S See “Part I – Item 1. ~~GAAP~~Business – Regulation and ~~certain~~Supervision ~~adjustments~~– ~~made~~Capital inand ~~accordance~~Liquidity ~~with~~Requirements ~~regulatory~~and ~~capital~~Prompt ~~guidelines,~~Corrective ~~including~~Action” ~~the~~and ~~addition~~“Item 8. ofFinancial ~~the~~Statements ~~CECL~~and ~~transitional~~Supplementary ~~benefit~~Data ~~and~~– ~~deductions~~Notes to Consolidated Financial Statements – Note 19. Regulatory Requirements” of this Annual Report for ~~goodwill~~additional ~~and~~information ~~other~~regarding ~~intangible~~regulatory ~~assets~~capital requirements.

The following table presents the actual capital amounts and ratios of the Company and LC Bank as well as LC Bank’s regulatory capital minimum and “well-capitalized” requirements (dollars in millions):


	December 31, 2025				December 31, 2024				Required Minimum (1)		Well-Capitalized Minimum
	Amount		Ratio		Amount		Ratio
LendingClub Corporation:
CET1 capital (2)	$	1,342.6	17.4	%	$	1,188.6	17.3	%	7.0	%	N/A
Tier 1 capital	$	1,342.6	17.4	%	$	1,188.6	17.3	%	8.5	%	6.0	%
Total capital	$	1,441.0	18.7	%	$	1,276.5	18.5	%	10.5	%	10.0	%
Tier 1 leverage	$	1,342.6	12.0	%	$	1,188.6	11.0	%	4.0	%	N/A
Risk-weighted assets	$	7,696.1	N/A		$	6,887.1	N/A		N/A		N/A
Quarterly adjusted average assets	$	11,174.0	N/A		$	10,814.0	N/A		N/A		N/A

LendingClub Bank:
CET1 capital (2)	$	1,183.9	15.5	%	$	1,101.4	16.1	%	7.0	%	6.5	%
Tier 1 capital	$	1,183.9	15.5	%	$	1,101.4	16.1	%	8.5	%	8.0	%
Total capital	$	1,281.8	16.8	%	$	1,188.5	17.4	%	10.5	%	10.0	%
Tier 1 leverage	$	1,183.9	10.7	%	$	1,101.4	10.3	%	4.0	%	5.0	%
Risk-weighted assets	$	7,652.0	N/A		$	6,823.1	N/A		N/A		N/A
Quarterly adjusted average assets	$	11,090.4	N/A		$	10,696.7	N/A		N/A		N/A

N/A – Not applicable

(1) Required minimums presented for risk-based capital ratios include the required capital conservation buffer of 2.5%.

(2) CET1 capital consists of common stockholders’ equity as defined under U.S. GAAP and certain adjustments made in accordance with regulatory capital guidelines, including deductions for goodwill and other intangible assets.

The higher risk-based capital ratios for the Company reflect higher capital at LendingClub Corporation as compared with LC Bank.

In response to the COVID-19 pandemic, the FRB, OCC, and FDIC adopted a final rule related to the regulatory capital treatment of the allowance for credit losses under CECL. As permitted by the rule, the Company elected to delay the estimated impact of CECL on regulatory capital resulting in a CET1 capital benefit of $35 million at December 31, 2021. This benefit was phased out over a three-year transition period that commenced on January 1, 2022 at a rate of 25% each year through January 1, 2025.

Liquidity

We manage liquidity to meet our cash flow and collateral obligations in a timely manner at a reasonable cost. We must maintain operating liquidity to meet our expected daily and forecasted cash flow requirements, as well as contingent liquidity to meet unexpected funding requirements.

As our primary business at LC Bank involves taking deposits and originating loans, a key role of liquidity management is to ensure that customers have timely access to funds from deposits and for loans. Liquidity management also involves maintaining sufficient liquidity to repay borrowings, pay operating expenses and support extraordinary funding requirements when necessary.

~~LendingClub Bank Liquidity~~76

The following table summarizes LC Bank’s primary sources of short-term liquidity as of the periods presented:

	December 31, 2024		December 31, 2023
Cash and cash equivalents	$	932,463	$	1,230,206
Securities available for sale (1)	$	382,876	$	370,466
Deposits	$	9,116,821	$	7,426,445
Available borrowing capacity:
FRB Discount Window (2)	$	2,635,034	$	2,816,501
FHLB of Des Moines (3)	626,117		661,337
Total available borrowing capacity	$	3,261,151	$	3,477,838

(1) Excludes illiquid securities available for sale.

(2) As of December 31, 2024 and 2023, the Company had $3.2 billion and $3.5 billion in loans pledged under the FRB Discount Window, respectively.

(3) As of December 31, 2024, the Company had $456.4 million in loans and $373.5 million in securities pledged to the FHLB of Des Moines. As of December 31, 2023, the Company had $479.0 million in loans and $359.5 million in securities pledged to the FHLB of Des Moines.

The primary uses of LC Bank liquidity include (i) the funding/acquisition of loans and securities purchases, (ii) withdrawals, maturities and the payment of interest on deposits, (iii) compensation and benefits expense, (iv) taxes, (v) capital expenditures, including internally developed software, leasehold improvements and computer equipment, and (vi) costs associated with the continued development and support of our digital marketplace bank.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

LendingClub Bank Liquidity

The following table summarizes LC Bank’s primary sources of short-term liquidity as of the periods presented:


	December 31, 2025		December 31, 2024
Cash and cash equivalents	$	901,246	$	932,463
Securities available for sale (1)	$	384,846	$	382,876
Deposits	$	9,948,426	$	9,116,821

Available borrowing capacity:
FRB Discount Window (2)	$	3,294,827	$	2,635,034
FHLB of Des Moines (3)	679,361		626,117
Total available borrowing capacity	$	3,974,188	$	3,261,151

(1) Excludes illiquid securities available for sale.

(2) As of December 31, 2025 and 2024, the Company had $4.2 billion and $3.2 billion in loans pledged under the FRB Discount Window, respectively.

(3) As of December 31, 2025, the Company had $486.2 million in loans and $375.7 million in securities pledged to the FHLB of Des Moines. As of December 31, 2024, the Company had $456.4 million in loans and $373.5 million in securities pledged to the FHLB of Des Moines.

The primary uses of LC Bank liquidity include (i) the funding/acquisition of loans and securities purchases, (ii) withdrawals, maturities and the payment of interest on deposits, (iii) compensation and benefits expense, (iv) taxes, (v) capital expenditures, including the purchase of an office building in 2025, as well as the related building improvements, and internally developed software, and (vi) costs associated with the continued development and support of our digital marketplace bank.

Deposits

Deposits represent an important source of funding for LC Bank. We offer deposit accounts to our members, which include both interest-bearing and noninterest-bearing deposits. As of ~~December~~both December 31, ~~2024~~2025 and ~~2023~~2024, the amount of uninsured deposits totaled $1.2 billion ~~and $0.9 billion~~, ~~respectively,~~ or 1312% ofand ~~total~~13%, ~~deposits as of both periods~~respectively. Uninsured time deposits as of December 31, ~~2024~~2025, by remaining time to maturity, were as follows:

3 months or less	$	3927,~~180~~444
Over 3 months through 6 months	8444,~~511~~284
Over 6 months through 12 months	~~105~~42,~~535~~460
Over 12 months	462,~~783~~385
Total uninsured time deposits (1)	$	~~276~~116,~~009~~573

(1) Consist of certificates of deposit accounts that are in excess of the FDIC insurance limit of $250 thousand per account holder.

Capital Expenditures

Net capital expenditures were $54143.36 million, or 714% of total net revenue, and $5954.53 million, or 7% of total net revenue, for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. ~~Capital~~Our capital expenditures in 2025 included the $74.5 million cash acquisition of the office building and related improvements to the property. Capital expenditures in 2026 are expected to be approximately $6595 million, primarily ~~related~~driven toby costs associated with the ~~continued development and support of our digital marketplace bank.~~

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

continued development and support of our digital marketplace bank, as well as additional improvements to the office building acquired in 2025.

LendingClub Holding Company Liquidity

The primary source of liquidity at the holding company is $66127.01 million and $~~110~~66.30 million in cash and cash equivalents as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The increase in cash and cash equivalents was primarily driven by a $50 million cash dividend that was paid by LC Bank to the holding company during the first quarter of 2025 to return a capital contribution made by the holding company to LC Bank in the second half of 2024. Additionally, the holding company has the ability to access the capital markets through additional registrations and public equity offerings.

Uses of cash at the holding company include the routine cash flow requirements as a bank holding company, such as interest and expenses (including those associated with our office leases), share repurchases, the needs of LC Bank for additional equity and, as required, its need for debt financing and support for extraordinary funding requirements when necessary.

Factors Impacting Liquidity

~~The~~Our ~~Company’s~~ liquidity could be adversely impacted by deteriorating financial and market conditions, the inability or unwillingness of a creditor to provide funding, an idiosyncratic event (e.g., a major loss, causing a perceived or actual deterioration in ~~its~~our financial condition), an adverse systemic event (e.g., default or bankruptcy of a significant capital markets participant), or others.

We believe, based on our projections, that our cash on hand, liquid AFS securities, deposits, available borrowing capacity, and net cash flows from operating, investing and financing activities are sufficient to meet our liquidity needs for the next twelve months, as well as beyond the next twelve months. See “Item 8. Financial Statements and Supplementary Data – Consolidated Statements of Cash Flows” for additional detail regarding our cash flows.

Market Risk

Market risk represents the risk of potential losses arising from changes in interest rates, foreign exchange rates, equity prices, commodity prices, and/or other relevant market rates or prices. The primary market risk to which we are exposed is interest rate risk. Interest rate risk arises from financial instruments including loans, securities and borrowings, all entered into for purposes other than trading.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

are exposed is interest rate risk. Interest rate risk arises from financial instruments including loans, securities and borrowings, all entered into for purposes other than trading.

Interest Rate Sensitivity

LendingClub Bank

Our net interest income is affected by changes in the level of interest rates, the impact of interest rate fluctuations on asset prepayments, and the level and composition of deposits and liabilities, among other factors.

~~Loans~~ HFI loans and AFS securities at LC Bank are funded primarily through our deposit base. The majority of ~~loans~~ HFI loans and AFS securities are fixed-rate instruments over the term of the loan or security. As a result, the primary component of interest rate risk on our financial instruments arises from the impact of fluctuations in loan, security, and deposit rates on our net interest income. Therefore, we use a sensitivity analysis to assess the impact of hypothetical changes in interest rates on our net interest income results. The outcome of the analysis is influenced by a variety of assumptions, including the maturity profile and prepayment level of our unsecured consumer loans and expected consumer responses to changes in rates paid on non-maturity deposit products. Our assumptions are periodically calibrated to observed data and/or expected outcomes. We actively monitor the level of exposure to movements in interest rates and have entered into interest rate hedging instruments, some of which qualify for hedge accounting treatment, to manage such risk. See “Item 8. Financial Statements and Supplementary Data – Note 8. Derivative Instruments and Hedging Activities” for additional information.

~~The following table presents the change in projected net interest income for the next twelve months due to a hypothetical instantaneous parallel change in interest rates relative to current rates:~~78

December 31, 2024

Filing Compare · LendingClub Corp