UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 222, 2026

~~LendingClub~~Happen, ~~Corporation~~Inc. (Exact name of registrant as specified in its charter)

Commission File Number: 001-36771



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

88 Kearny Street,

Suite 600,

San Francisco,

94108

(Address of principal executive offices and zip code)

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

Former name or former address, if changed since last report: ~~N/A~~

LendingClub Corporation

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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			LCHAPN			~~New~~The ~~York~~Nasdaq Stock ~~Exchange~~Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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.			☐

Item 5.0703 ~~Submission~~Amendments to Articles of ~~Matters~~Incorporation toor aBylaws; ~~Vote~~Change ofin ~~Security~~Fiscal ~~Holders~~Year.

OnEffective as of June 222, 2026 (the “Effective Date”), Happen, Inc. (formerly known as LendingClub Corporation) (the “Company”) ~~convened~~filed ~~its~~a ~~annual~~Certificate ~~meeting~~of Amendment to the Company’s Eighth Amended and Restated Certificate of ~~stockholders~~Incorporation (the “~~Annual~~Certificate ~~Meeting~~of Amendment”). ~~Present~~with at the ~~Annual~~Secretary ~~Meeting~~of inState ~~person~~of orthe byState ~~proxy~~of ~~were~~Delaware ~~holders~~changing the name of ~~92,014,166~~the ~~shares~~corporation offrom ~~common~~“LendingClub ~~stock~~Corporation” to “Happen, ~~representing~~Inc.” 79(the “Name Change”).~~66%~~ ofThe ~~the~~Company ~~shares~~also ofamended ~~common~~and ~~stock~~restated ~~outstanding~~its bylaws (as amended and ~~entitled~~restated, the “Second Amended and Restated Bylaws”) to ~~vote~~reflect the Name Change, effective as of ~~April~~the 9,Effective ~~2026~~Date. Pursuant to Delaware law, ~~the~~a ~~record~~stockholder ~~date~~vote ~~for~~was not necessary to effectuate the ~~Annual~~Name ~~Meeting,~~Change and ~~constituting~~the aName ~~quorum~~Change ~~for~~does not affect the ~~transaction~~rights of ~~business~~the Company’s stockholders.

The ~~stockholders~~foregoing descriptions of the ~~Company~~Certificate ~~voted~~of onAmendment and the ~~following~~Second ~~proposals~~Amended atand Restated Bylaws are qualified in their entirety by reference to the ~~Annual~~complete ~~Meeting:~~texts of the Certificate of Amendment and the Second Amended and Restated Bylaws, each of which is filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

1Item 7.~~The~~01 ~~election~~Regulation ofFD Kathryn Reimann, Scott Sanborn and Michael Zeisser as Class III directors each to serve until the 2029 Annual Meeting of Stockholders or until his or her successor has been elected and qualified or his or her earlier death, resignation or removal.Disclosure

~~2.The~~On ~~approval~~June 22, on2026, athe ~~non-binding~~Company ~~advisory~~issued ~~basis,~~a ofpress release (the ~~compensation~~“Press ofRelease”) in connection with the ~~Company’s~~Name ~~named~~Change ~~executive~~and ~~officers~~the Listing Change (as ~~set~~defined ~~forth~~below). inA copy of the ~~Company’s~~Press ~~proxy~~Release ~~statement~~is attached as Exhibit 99.1 to this Form 8-K.

3.The ~~ratification~~information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the ~~appointment~~purposes of ~~Deloitte~~Section &18 ~~Touche~~of ~~LLP~~the Securities Exchange Act of 1934, as amended (the ~~Company’s~~“Exchange ~~independent~~Act”), ~~registered~~or ~~public~~otherwise ~~accounting~~subject ~~firm~~to ~~for~~the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the ~~fiscal~~Securities ~~year~~Act ~~ending~~of ~~December~~1933, 31as amended, ~~2026~~or the Exchange Act, except as otherwise stated in such filing.

4Item 8.~~The~~01 ~~approval~~Other ~~of a management proposal to amend and restate the Company’s Eighth Amended and Restated Certificate of Incorporation to phase in the declassification of the Company’s Board of Directors.~~Events

~~5.The~~In ~~approval~~connection with the Name Change, the Company transferred the listing of aits ~~management~~common ~~proposal~~stock, topar ~~amend~~value ~~and~~$0.01 ~~restate~~per share (the ~~Company’s~~“Common ~~Eighth~~Stock”), ~~Amended~~from ~~and~~the ~~Restated~~New ~~Certificate~~York ofStock ~~Incorporation~~Exchange to ~~remove~~the Nasdaq Global Select Market and changed the ~~supermajority~~trading ~~voting~~symbol ~~requirements~~for the Common Stock from “LC” to ~~amend~~“HAPN”, effective as of market open on the ~~Company~~Effective Date (the “Listing Change”). The Common Stock’s ~~governing~~CUSIP ~~documents~~number remains unchanged.

~~For~~In ~~more~~connection ~~information~~with ~~about~~ the ~~proposals,~~Name ~~see~~Change ~~the~~and ~~Company’s~~effective ~~proxy~~as ~~statement~~of ~~dated~~the ~~April~~Effective 21Date, ~~2026.~~the ~~The~~Company’s ~~final~~wholly-owned ~~results~~banking ~~for~~subsidiary ~~each~~also ofchanged ~~the~~its ~~proposals~~name ~~submitted~~from to“LendingClub aBank, ~~vote~~National atAssociation” ~~the~~to ~~Annual~~“Happen ~~Meeting~~Bank, ~~are~~National ~~as follows:~~Association”.

1.Election of Directors


Item 9.01						Financial Statements and Exhibits
(d)						Exhibits

Nominees - Class III Directors	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
ExhibitNumber	Exhibit Title or Description
Kathryn Reimann	78,322,887	1,513,807	11,646	12,165,826
3.1	Certificate of Amendment of Eighth Amended and Restated Certificate of Incorporation
Scott Sanborn	78,134,719	1,702,913	10,708	12,165,826
3.2	Second Amended and Restated Bylaws of the Company
Michael Zeisser	76,604,666	3,231,868	11,806	12,165,826
99.1	Press Release dated June 22, 2026
104	Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)

Based on the votes set forth above, each Class III director nominee was elected to serve until the 2029 Annual Meeting of Stockholders or until his or her successor has been elected and qualified or his or her earlier death, resignation or removal.

2.Advisory Vote on the Compensation of the Company’s Named Executive Officers

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
76,277,173						3,432,891						138,276						12,165,826

Based on the votes set forth above, the advisory vote on the compensation of the Company’s named executive officers as set forth in the Company’s proxy statement was approved.

3.Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

91,696,689

288,782

28,695

N/A

Based on the votes set forth above, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved.

4.Management Proposal to Amend and Restate the Company’s Eighth Amended and Restated Certificate of Incorporation (Declassification)

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
79,600,856						227,738						19,746						12,165,826

Under the Company’s Eighth Amended and Restated Certificate of Incorporation, this proposal required the affirmative vote of the holders of at least two-thirds of all outstanding shares of the Company’s stock to pass. Based on the votes set forth above, the management proposal to amend and restate the Company’s Eighth Amended and Restated Certificate of Incorporation to phase in the declassification of the Company’s Board of Directors was approved.

5.Management Proposal to Amend and Restate the Company’s Eighth Amended and Restated Certificate of Incorporation (Supermajority Voting)

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
79,546,469						285,084						16,787						12,165,826

Under the Company’s Eighth Amended and Restated Certificate of Incorporation, this proposal required the affirmative vote of the holders of at least two-thirds of all outstanding shares of the Company’s stock to pass. Based on the votes set forth above, the management proposal to amend and restate the Company’s Eighth Amended and Restated Certificate of Incorporation to remove the supermajority voting requirements to amend the Company’s governing documents was approved.

SIGNATURE(S)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		LendingClub Corporation
		Happen, Inc.
Date:	June 422, 2026	By:	/s/ ~~JORDAN~~ANDREW ~~CHENG~~LABENNE
			Jordan Cheng
			Andrew LaBenne
			General Counsel and Corporate Secretary
			Chief Financial Officer
			(duly authorized officer)

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