LendingClub Corp — Call Transcript 2026

Morning. I'm Timothy Mayopoulos, chairman of LendingClub's board of directors. I would like to welcome our stockholders to our 2026 annual meeting of stockholders. I now call this meeting to order. We have with us today from our company's management, Scott Sanborn, our CEO, Drew LaBenne, our chief financial officer, and Jordan Cheng, our general counsel and corporate secretary. Mr. Cheng will act as secretary for the meeting. I'm joined by my fellow board members, by Ryan Anderson, representing our independent auditors, Deloitte & Touche LLP, and by Jim Alden from American Election Services, who has been appointed Inspector of Elections by the board of directors. The board and management remain focused on positioning the company to best serve our various stakeholders. Under the leadership of our CEO, Scott Sanborn, in 2025, we navigated a dynamic environment with continued product innovation, market expansion, sustained credit outperformance, and strong financial performance. The company also continues to solicit and be responsive to stockholder feedback. Notably, we have substantially reduced the dilution from our equity compensation program and propose key enhancements to our corporate governance structure. Additionally, I want to thank Hans Morris, who recently stepped down from our board after 13 years of extraordinary service, including 10 years as chairman. Hans was instrumental in guiding the company's transformation into a national bank and building the foundation that makes today's successes possible. We are deeply grateful for his many contributions. Finally, on behalf of our board, we thank you, our stockholders, for your belief in LendingClub's mission and business. We are grateful for your support. With that, I'll turn to Scott Sanborn for a brief summary of the current state of the company. Thank you, Tim. Thank you to everyone for joining us today. LendingClub is a leading digital bank that combines the best of fintech and banking focused in service of the motivated middle. Creditworthy, credit-active consumers who are poorly served by traditional financial institutions. We make it easy for them to access award-winning products that help them keep more of what they earn and earn more on what they save. Our success is fueled by our advanced credit underwriting, a proprietary technology platform that is engineered for innovation, and a marketplace bank model that drives value for members, loan investors, and stockholders alike. The result is affordable credit, meaningful value, and a trusted banking relationship delivered consistently and profitably at scale. Since our founding, we are proud to have helped over 5 million LendingClub members with their financial goals. In 2025, we continued to execute our growth strategy and delivered strong financial performance. We grew full-year originations 33% to nearly $10 billion, more than doubled earnings per share, and achieved a double-digit return on tangible common equity, all while outperforming the competition on credit. We also advanced our longer-term engagement strategy through our LevelUp deposit products, which reward good financial behavior while deepening member relationships. Our marketplace continues to attract top-tier institutional investors. In November 2025, we hosted an investor day where we outlined our strategy, competitive advantages, and pathway for durable growth. Looking ahead, our marketing investments are scaling, our credit performance remains resilient, and our AI-driven capabilities are delivering measurable gains. All of our product lines are growing, and we are expanding our purchase finance business into home improvement financing, a large under-penetrated market where we have strong conviction in our ability to win. We recently announced our upcoming rebrand to Happen Bank as the LendingClub name no longer encompasses what we offer or what we stand for. The Happen Bank brand reflects both our expanded banking capabilities and our commitment to helping members turn intention into action and achieve meaningful financial progress. While we're changing our name, there is no change to our award-winning products and services, our commitment to clearing the way for people going places, or our strategy to deliver long-term stockholder value. With our differentiated model, market-leading data science capabilities, and best-in-class customer experience, we're excited about our future and well-positioned to create value for our stockholders as well as our customers, employees, and communities. We thank you for your continued support. Now let me turn it over to Jordan. Thank you, Scott. I would like to again welcome our stockholders to the 2026 annual meeting of stockholders. We are again pleased to offer a virtual format that we believe allows our meeting to be more accessible to our stockholders. In fairness to all stockholders participating in the meeting and in the interest of having an informative, orderly, and constructive meeting, the following procedures will apply. The business of the meeting will follow the order shown on the agenda, which has been posted on the annual meeting website. If you have previously voted by returning a proxy to us or voted by phone or through the Internet, your vote stands, and you don't have to do anything at this time. However, if you wish to revoke your proxy or change your vote, you may do so by voting today through the annual meeting website. To be entitled to vote, you must have been a holder of record of LendingClub's common stock on April 9, 2026. Please note that under the advance notice provisions of our bylaws, proposals cannot be properly brought before this annual meeting unless they were previously submitted in accordance with the required procedures. Since we received no previous proposals from stockholders, no additional proposals may be submitted for consideration at this meeting. As secretary of the meeting, if there are questions regarding the conduct of the meeting as we proceed, it is my responsibility to make any necessary determinations with respect to the procedures to be followed during the meeting. Thank you for your cooperation and for your participation. Let me again remind all the stockholders participating in this meeting that if you have already sent in a proxy or voted by phone or through the internet, there is no need to cast a vote now unless you want to revoke your proxy or change your vote. The proxy holders will vote your shares as indicated on your proxy or as otherwise instructed. I want to remind everyone that today's remarks, including Scott's overview of the business, include forward-looking statements which contain statements regarding the future company performance. Actual results may differ materially from those contemplated by these forward-looking statements. Factors that could cause these results to differ materially from those contemplated by the forward-looking statements are described in our Form 10-K filed with the SEC on February 12, 2026, and our most recently filed Form 10-Q. Any forward-looking statements that we make are based on assumptions as of today, and we undertake no obligation to update these statements as a result of new information or future events. On or about April 21, 2026, the notice of this meeting was mailed to all stockholders of record as of April 9, 2026, the record date for this meeting, and only those stockholders can vote at this meeting. I've been informed by the Inspector of Elections that at this meeting we have represented in person or by proxy shares of common stock representing over a majority of the 115,497,890 eligible votes as of the record date, and therefore a quorum is present and this meeting is authorized to transact business. The polls are now open for voting on all matters to be presented at this annual meeting. The polls will close to voting after we go through the matters to be voted upon. The first item of business is to elect three 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 until his or her earlier resignation or removal. The nominees for election as Class III directors are Kathryn Reimann, Scott Sanborn, and Michael Zeisser. The board of directors recommends that you vote for the election of Ms. Reimann, Mr. Sanborn, and Mr. Zeisser. The second item of business is to approve on a non-binding advisory basis the compensation of our named executive officers as disclosed in our 2026 proxy statement. The board of directors recommends that you vote for the approval on an advisory basis of the compensation of our named executive officers as disclosed in the proxy statement. The third item of business is to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026. The board of directors recommends a vote for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026. The fourth item of business is to approve a proposal by the company 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 so that future terms of all board members will be one year in length. The company's Eighth Amended and Restated Certificate of Incorporation requires that this proposal be approved by at least two-thirds of the outstanding shares of the company. The board of directors recommends a vote for the proposal to phase in the declassification of the board. The fifth and final item of business is to approve a proposal by the company to amend and restate the company's Eighth Amended and Restated Certificate of Incorporation to remove the super majority voting requirements to amend our Certificate of Incorporation or for our stockholders to amend our bylaws. The company's Eighth Amended and Restated Certificate of Incorporation requires that this proposal be approved by at least two-thirds of the outstanding shares of the company. The board of directors recommends a vote for the proposal to remove the super majority voting requirements. If you have a question about any of the proposals, please click on the Q&A button on the meeting website and type your question. I will read the questions aloud. Please limit your questions at this time to the proposals. Following the formal portion of this meeting, we will consider additional stockholder questions regarding the business. We will only consider questions submitted in writing through the meeting website. There are no questions about any of the proposals at this time. The polls for voting at this meeting are now closed and no further proxies or ballots will be accepted. I will now read the preliminary voting results. On proposal one, Kathryn Reimann, Scott Sanborn, and Michael Zeisser have received the most votes as Class III directors, and each in excess of a majority of shares voting for directors. Therefore, Kathryn Reimann, Scott Sanborn, and Michael Zeisser have been elected as Class III directors. On proposal two, holders of 95.7% of the votes cast voted to approve on an advisory basis the compensation of LendingClub's named executive officers as disclosed in the 2026 proxy statement. Therefore, the proposal has passed. On proposal three, holders of 99.7% of the votes cast ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2026. Therefore, the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026 has been ratified. On proposal four, holders of 99.7% of the votes cast voted to approve the company's proposal to amend the company's Eighth Amended and Restated Certificate of Incorporation to phase in the declassification of the board of directors. This vote represented 68.9% of the outstanding shares of the company. This proposal was required to be approved by at least two-thirds of the outstanding shares of the company. Because a sufficient number of shares voted in favor, the proposal passed. Finally, on proposal five, holders of 99.6% of the votes cast voted to approve the company's proposal to amend the company's Eighth Amended and Restated Certificate of Incorporation to remove the super majority voting requirements. This vote represented 68.9% of the outstanding shares of the company. This proposal was required to be approved by at least two-thirds of the outstanding shares of the company. Because a sufficient number of shares voted in favor, the proposal passed. Let me remind everybody that the final results will be tallied by the Inspector of Elections, and we will include them in a current report on Form 8-K that we will file with the SEC within four business days of this meeting. I now declare the formal portion of LendingClub's 2026 annual meeting of stockholders to be adjourned. Now, if you have a question about the business, please click on the Q&A button on the meeting website and type your question. I will read the questions aloud. We will only consider questions submitted in writing through the meeting website.

Speaker 3: Morning. I'm Timothy Mayopoulos, chairman of LendingClub's board of directors. I would like to welcome our stockholders to our 2026 annual meeting of stockholders. I now call this meeting to order. We have with us today from our company's management, Scott Sanborn, our CEO, Drew LaBenne, our chief financial officer, and Jordan Cheng, our general counsel and corporate secretary. Mr. Cheng will act as secretary for the meeting. I'm joined by my fellow board members, by Ryan Anderson, representing our independent auditors, Deloitte & Touche LLP, and by Jim Alden from American Election Services, who has been appointed Inspector of Elections by the board of directors. The board and management remain focused on positioning the company to best serve our various stakeholders. Under the leadership of our CEO, Scott Sanborn, in 2025, we navigated a dynamic environment with continued product innovation, market expansion, sustained credit outperformance, and strong financial performance. Morning. morning I'm Timothy Mayopoulos, chairman of LendingClub's board of directors. i'm timothy mayopoulos chairman of lendingclub's board of directors I would like to welcome our stockholders to our 2026 annual meeting of stockholders. i would like to welcome our stockholders to our 2026 annual meeting of stockholders I now call this meeting to order. i now call this meeting to order We have with us today from our company's management, Scott Sanborn, our CEO, Drew LaBenne, our chief financial officer, and Jordan Cheng, our general counsel and corporate secretary. we have with us today from our company's management scott sanborn our ceo drew labenne our chief financial officer and jordan cheng our general counsel and corporate secretary Mr. Cheng will act as secretary for the meeting. mr cheng will act as secretary for the meeting I'm joined by my fellow board members, by Ryan Anderson, representing our independent auditors, Deloitte & Touche LLP, and by Jim Alden from American Election Services, who has been appointed Inspector of Elections by the board of directors. i'm joined by my fellow board members by ryan anderson representing our independent auditors deloitte & touche llp and by jim alden from american election services who has been appointed inspector of elections by the board of directors The board and management remain focused on positioning the company to best serve our various stakeholders. the board and management remain focused on positioning the company to best serve our various stakeholders Under the leadership of our CEO, Scott Sanborn, in 2025, we navigated a dynamic environment with continued product innovation, market expansion, sustained credit outperformance, and strong financial performance. under the leadership of our ceo scott sanborn in 2025 we navigated a dynamic environment with continued product innovation market expansion sustained credit outperformance and strong financial performance The company also continues to solicit and be responsive to stockholder feedback. Notably, we have substantially reduced the dilution from our equity compensation program and propose key enhancements to our corporate governance structure. Additionally, I want to thank Hans Morris, who recently stepped down from our board after 13 years of extraordinary service, including 10 years as chairman. Hans was instrumental in guiding the company's transformation into a national bank and building the foundation that makes today's successes possible. We are deeply grateful for his many contributions. Finally, on behalf of our board, we thank you, our stockholders, for your belief in LendingClub's mission and business. We are grateful for your support. With that, I'll turn to Scott Sanborn for a brief summary of the current state of the company. The company also continues to solicit and be responsive to stockholder feedback. the company also continues to solicit and be responsive to stockholder feedback Notably, we have substantially reduced the dilution from our equity compensation program and propose key enhancements to our corporate governance structure. notably we have substantially reduced the dilution from our equity compensation program and propose key enhancements to our corporate governance structure Additionally, I want to thank Hans Morris, who recently stepped down from our board after 13 years of extraordinary service, including 10 years as chairman. additionally i want to thank hans morris who recently stepped down from our board after 13 years of extraordinary service including 10 years as chairman Hans was instrumental in guiding the company's transformation into a national bank and building the foundation that makes today's successes possible. hans was instrumental in guiding the company's transformation into a national bank and building the foundation that makes today's successes possible We are deeply grateful for his many contributions. we are deeply grateful for his many contributions Finally, on behalf of our board, we thank you, our stockholders, for your belief in LendingClub's mission and business. finally on behalf of our board we thank you our stockholders for your belief in lendingclub's mission and business We are grateful for your support. we are grateful for your support With that, I'll turn to Scott Sanborn for a brief summary of the current state of the company. with that i'll turn to scott sanborn for a brief summary of the current state of the company

Speaker 2: Thank you, Tim. Thank you to everyone for joining us today. LendingClub is a leading digital bank that combines the best of fintech and banking focused in service of the motivated middle. Creditworthy, credit-active consumers who are poorly served by traditional financial institutions. We make it easy for them to access award-winning products that help them keep more of what they earn and earn more on what they save. Our success is fueled by our advanced credit underwriting, a proprietary technology platform that is engineered for innovation, and a marketplace bank model that drives value for members, loan investors, and stockholders alike. The result is affordable credit, meaningful value, and a trusted banking relationship delivered consistently and profitably at scale. Since our founding, we are proud to have helped over 5 million LendingClub members with their financial goals. Thank you, Tim. thank you tim Thank you to everyone for joining us today. thank you to everyone for joining us today LendingClub is a leading digital bank that combines the best of fintech and banking focused in service of the motivated middle. lendingclub is a leading digital bank that combines the best of fintech and banking focused in service of the motivated middle Creditworthy, credit-active consumers who are poorly served by traditional financial institutions. creditworthy credit-active consumers who are poorly served by traditional financial institutions We make it easy for them to access award-winning products that help them keep more of what they earn and earn more on what they save. we make it easy for them to access award-winning products that help them keep more of what they earn and earn more on what they save Our success is fueled by our advanced credit underwriting, a proprietary technology platform that is engineered for innovation, and a marketplace bank model that drives value for members, loan investors, and stockholders alike. our success is fueled by our advanced credit underwriting a proprietary technology platform that is engineered for innovation and a marketplace bank model that drives value for members loan investors and stockholders alike The result is affordable credit, meaningful value, and a trusted banking relationship delivered consistently and profitably at scale. the result is affordable credit meaningful value and a trusted banking relationship delivered consistently and profitably at scale Since our founding, we are proud to have helped over 5 million LendingClub members with their financial goals. since our founding we are proud to have helped over 5 million lendingclub members with their financial goals In 2025, we continued to execute our growth strategy and delivered strong financial performance. We grew full-year originations 33% to nearly $10 billion, more than doubled earnings per share, and achieved a double-digit return on tangible common equity, all while outperforming the competition on credit. We also advanced our longer-term engagement strategy through our LevelUp deposit products, which reward good financial behavior while deepening member relationships. Our marketplace continues to attract top-tier institutional investors. In November 2025, we hosted an investor day where we outlined our strategy, competitive advantages, and pathway for durable growth. Looking ahead, our marketing investments are scaling, our credit performance remains resilient, and our AI-driven capabilities are delivering measurable gains. All of our product lines are growing, and we are expanding our purchase finance business into home improvement financing, a large under-penetrated market where we have strong conviction in our ability to win. In 2025, we continued to execute our growth strategy and delivered strong financial performance. in 2025 we continued to execute our growth strategy and delivered strong financial performance We grew full-year originations 33% to nearly $10 billion, more than doubled earnings per share, and achieved a double-digit return on tangible common equity, all while outperforming the competition on credit. we grew full-year originations 33% to nearly $10 billion more than doubled earnings per share and achieved a double-digit return on tangible common equity all while outperforming the competition on credit We also advanced our longer-term engagement strategy through our LevelUp deposit products, which reward good financial behavior while deepening member relationships. we also advanced our longer-term engagement strategy through our levelup deposit products which reward good financial behavior while deepening member relationships Our marketplace continues to attract top-tier institutional investors. our marketplace continues to attract top-tier institutional investors In November 2025, we hosted an investor day where we outlined our strategy, competitive advantages, and pathway for durable growth. in november 2025 we hosted an investor day where we outlined our strategy competitive advantages and pathway for durable growth Looking ahead, our marketing investments are scaling, our credit performance remains resilient, and our AI-driven capabilities are delivering measurable gains. looking ahead our marketing investments are scaling our credit performance remains resilient and our ai-driven capabilities are delivering measurable gains All of our product lines are growing, and we are expanding our purchase finance business into home improvement financing, a large under-penetrated market where we have strong conviction in our ability to win. all of our product lines are growing and we are expanding our purchase finance business into home improvement financing a large under-penetrated market where we have strong conviction in our ability to win We recently announced our upcoming rebrand to Happen Bank as the LendingClub name no longer encompasses what we offer or what we stand for. The Happen Bank brand reflects both our expanded banking capabilities and our commitment to helping members turn intention into action and achieve meaningful financial progress. While we're changing our name, there is no change to our award-winning products and services, our commitment to clearing the way for people going places, or our strategy to deliver long-term stockholder value. With our differentiated model, market-leading data science capabilities, and best-in-class customer experience, we're excited about our future and well-positioned to create value for our stockholders as well as our customers, employees, and communities. We thank you for your continued support. Now let me turn it over to Jordan. We recently announced our upcoming rebrand to Happen Bank as the LendingClub name no longer encompasses what we offer or what we stand for. we recently announced our upcoming rebrand to happen bank as the lendingclub name no longer encompasses what we offer or what we stand for The Happen Bank brand reflects both our expanded banking capabilities and our commitment to helping members turn intention into action and achieve meaningful financial progress. the happen bank brand reflects both our expanded banking capabilities and our commitment to helping members turn intention into action and achieve meaningful financial progress While we're changing our name, there is no change to our award-winning products and services, our commitment to clearing the way for people going places, or our strategy to deliver long-term stockholder value. while we're changing our name there is no change to our award-winning products and services our commitment to clearing the way for people going places or our strategy to deliver long-term stockholder value With our differentiated model, market-leading data science capabilities, and best-in-class customer experience, we're excited about our future and well-positioned to create value for our stockholders as well as our customers, employees, and communities. with our differentiated model market-leading data science capabilities and best-in-class customer experience we're excited about our future and well-positioned to create value for our stockholders as well as our customers employees and communities We thank you for your continued support. we thank you for your continued support Now let me turn it over to Jordan. now let me turn it over to jordan

Speaker 1: Thank you, Scott. I would like to again welcome our stockholders to the 2026 annual meeting of stockholders. We are again pleased to offer a virtual format that we believe allows our meeting to be more accessible to our stockholders. In fairness to all stockholders participating in the meeting and in the interest of having an informative, orderly, and constructive meeting, the following procedures will apply. The business of the meeting will follow the order shown on the agenda, which has been posted on the annual meeting website. If you have previously voted by returning a proxy to us or voted by phone or through the Internet, your vote stands, and you don't have to do anything at this time. However, if you wish to revoke your proxy or change your vote, you may do so by voting today through the annual meeting website. Thank you, Scott. thank you scott I would like to again welcome our stockholders to the 2026 annual meeting of stockholders. i would like to again welcome our stockholders to the 2026 annual meeting of stockholders We are again pleased to offer a virtual format that we believe allows our meeting to be more accessible to our stockholders. we are again pleased to offer a virtual format that we believe allows our meeting to be more accessible to our stockholders In fairness to all stockholders participating in the meeting and in the interest of having an informative, orderly, and constructive meeting, the following procedures will apply. in fairness to all stockholders participating in the meeting and in the interest of having an informative orderly and constructive meeting the following procedures will apply The business of the meeting will follow the order shown on the agenda, which has been posted on the annual meeting website. the business of the meeting will follow the order shown on the agenda which has been posted on the annual meeting website If you have previously voted by returning a proxy to us or voted by phone or through the Internet, your vote stands, and you don't have to do anything at this time. if you have previously voted by returning a proxy to us or voted by phone or through the internet your vote stands and you don't have to do anything at this time However, if you wish to revoke your proxy or change your vote, you may do so by voting today through the annual meeting website. however if you wish to revoke your proxy or change your vote you may do so by voting today through the annual meeting website To be entitled to vote, you must have been a holder of record of LendingClub's common stock on April 9, 2026. Please note that under the advance notice provisions of our bylaws, proposals cannot be properly brought before this annual meeting unless they were previously submitted in accordance with the required procedures. Since we received no previous proposals from stockholders, no additional proposals may be submitted for consideration at this meeting. As secretary of the meeting, if there are questions regarding the conduct of the meeting as we proceed, it is my responsibility to make any necessary determinations with respect to the procedures to be followed during the meeting. Thank you for your cooperation and for your participation. To be entitled to vote, you must have been a holder of record of LendingClub's common stock on April 9, 2026. to be entitled to vote you must have been a holder of record of lendingclub's common stock on april 9 2026 Please note that under the advance notice provisions of our bylaws, proposals cannot be properly brought before this annual meeting unless they were previously submitted in accordance with the required procedures. please note that under the advance notice provisions of our bylaws proposals cannot be properly brought before this annual meeting unless they were previously submitted in accordance with the required procedures Since we received no previous proposals from stockholders, no additional proposals may be submitted for consideration at this meeting. since we received no previous proposals from stockholders no additional proposals may be submitted for consideration at this meeting As secretary of the meeting, if there are questions regarding the conduct of the meeting as we proceed, it is my responsibility to make any necessary determinations with respect to the procedures to be followed during the meeting. as secretary of the meeting if there are questions regarding the conduct of the meeting as we proceed it is my responsibility to make any necessary determinations with respect to the procedures to be followed during the meeting Thank you for your cooperation and for your participation. thank you for your cooperation and for your participation Let me again remind all the stockholders participating in this meeting that if you have already sent in a proxy or voted by phone or through the internet, there is no need to cast a vote now unless you want to revoke your proxy or change your vote. The proxy holders will vote your shares as indicated on your proxy or as otherwise instructed. I want to remind everyone that today's remarks, including Scott's overview of the business, include forward-looking statements which contain statements regarding the future company performance. Actual results may differ materially from those contemplated by these forward-looking statements. Factors that could cause these results to differ materially from those contemplated by the forward-looking statements are described in our Form 10-K filed with the SEC on February 12, 2026, and our most recently filed Form 10-Q. Let me again remind all the stockholders participating in this meeting that if you have already sent in a proxy or voted by phone or through the internet, there is no need to cast a vote now unless you want to revoke your proxy or change your vote. let me again remind all the stockholders participating in this meeting that if you have already sent in a proxy or voted by phone or through the internet there is no need to cast a vote now unless you want to revoke your proxy or change your vote The proxy holders will vote your shares as indicated on your proxy or as otherwise instructed. the proxy holders will vote your shares as indicated on your proxy or as otherwise instructed I want to remind everyone that today's remarks, including Scott's overview of the business, include forward-looking statements which contain statements regarding the future company performance. i want to remind everyone that today's remarks including scott's overview of the business include forward-looking statements which contain statements regarding the future company performance Actual results may differ materially from those contemplated by these forward-looking statements. actual results may differ materially from those contemplated by these forward-looking statements Factors that could cause these results to differ materially from those contemplated by the forward-looking statements are described in our Form 10-K filed with the SEC on February 12, 2026, and our most recently filed Form 10-Q. factors that could cause these results to differ materially from those contemplated by the forward-looking statements are described in our form 10-k filed with the sec on february 12 2026 and our most recently filed form 10-q Any forward-looking statements that we make are based on assumptions as of today, and we undertake no obligation to update these statements as a result of new information or future events. On or about April 21, 2026, the notice of this meeting was mailed to all stockholders of record as of April 9, 2026, the record date for this meeting, and only those stockholders can vote at this meeting. I've been informed by the Inspector of Elections that at this meeting we have represented in person or by proxy shares of common stock representing over a majority of the 115,497,890 eligible votes as of the record date, and therefore a quorum is present and this meeting is authorized to transact business. The polls are now open for voting on all matters to be presented at this annual meeting. Any forward-looking statements that we make are based on assumptions as of today, and we undertake no obligation to update these statements as a result of new information or future events. any forward-looking statements that we make are based on assumptions as of today and we undertake no obligation to update these statements as a result of new information or future events On or about April 21, 2026, the notice of this meeting was mailed to all stockholders of record as of April 9, 2026, the record date for this meeting, and only those stockholders can vote at this meeting. on or about april 21 2026 the notice of this meeting was mailed to all stockholders of record as of april 9 2026 the record date for this meeting and only those stockholders can vote at this meeting I've been informed by the Inspector of Elections that at this meeting we have represented in person or by proxy shares of common stock representing over a majority of the 115,497,890 eligible votes as of the record date, and therefore a quorum is present and this meeting is authorized to transact business. i've been informed by the inspector of elections that at this meeting we have represented in person or by proxy shares of common stock representing over a majority of the 115,497,890 eligible votes as of the record date and therefore a quorum is present and this meeting is authorized to transact business The polls are now open for voting on all matters to be presented at this annual meeting. the polls are now open for voting on all matters to be presented at this annual meeting The polls will close to voting after we go through the matters to be voted upon. The first item of business is to elect three 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 until his or her earlier resignation or removal. The nominees for election as Class III directors are Kathryn Reimann, Scott Sanborn, and Michael Zeisser. The board of directors recommends that you vote for the election of Ms. Reimann, Mr. Sanborn, and Mr. Zeisser. The second item of business is to approve on a non-binding advisory basis the compensation of our named executive officers as disclosed in our 2026 proxy statement. The board of directors recommends that you vote for the approval on an advisory basis of the compensation of our named executive officers as disclosed in the proxy statement. The polls will close to voting after we go through the matters to be voted upon. the polls will close to voting after we go through the matters to be voted upon The first item of business is to elect three 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 until his or her earlier resignation or removal. the first item of business is to elect three 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 until his or her earlier resignation or removal The nominees for election as Class III directors are Kathryn Reimann, Scott Sanborn, and Michael Zeisser. the nominees for election as class iii directors are kathryn reimann scott sanborn and michael zeisser The board of directors recommends that you vote for the election of Ms. Reimann, Mr. Sanborn, and Mr. Zeisser. the board of directors recommends that you vote for the election of ms reimann mr sanborn and mr zeisser The second item of business is to approve on a non-binding advisory basis the compensation of our named executive officers as disclosed in our 2026 proxy statement. the second item of business is to approve on a non-binding advisory basis the compensation of our named executive officers as disclosed in our 2026 proxy statement The board of directors recommends that you vote for the approval on an advisory basis of the compensation of our named executive officers as disclosed in the proxy statement. the board of directors recommends that you vote for the approval on an advisory basis of the compensation of our named executive officers as disclosed in the proxy statement The third item of business is to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026. The board of directors recommends a vote for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026. The fourth item of business is to approve a proposal by the company 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 so that future terms of all board members will be one year in length. The company's Eighth Amended and Restated Certificate of Incorporation requires that this proposal be approved by at least two-thirds of the outstanding shares of the company. The third item of business is to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026. the third item of business is to ratify the appointment of deloitte & touche llp as our independent registered public accounting firm for the year ending december 31 2026 The board of directors recommends a vote for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026. the board of directors recommends a vote for the ratification of the appointment of deloitte & touche llp as our independent registered public accounting firm for the year ending december 31 2026 The fourth item of business is to approve a proposal by the company 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 so that future terms of all board members will be one year in length. the fourth item of business is to approve a proposal by the company 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 so that future terms of all board members will be one year in length The company's Eighth Amended and Restated Certificate of Incorporation requires that this proposal be approved by at least two-thirds of the outstanding shares of the company. the company's eighth amended and restated certificate of incorporation requires that this proposal be approved by at least two-thirds of the outstanding shares of the company The board of directors recommends a vote for the proposal to phase in the declassification of the board. The fifth and final item of business is to approve a proposal by the company to amend and restate the company's Eighth Amended and Restated Certificate of Incorporation to remove the super majority voting requirements to amend our Certificate of Incorporation or for our stockholders to amend our bylaws. The company's Eighth Amended and Restated Certificate of Incorporation requires that this proposal be approved by at least two-thirds of the outstanding shares of the company. The board of directors recommends a vote for the proposal to remove the super majority voting requirements. If you have a question about any of the proposals, please click on the Q&A button on the meeting website and type your question. I will read the questions aloud. Please limit your questions at this time to the proposals. The board of directors recommends a vote for the proposal to phase in the declassification of the board. the board of directors recommends a vote for the proposal to phase in the declassification of the board The fifth and final item of business is to approve a proposal by the company to amend and restate the company's Eighth Amended and Restated Certificate of Incorporation to remove the super majority voting requirements to amend our Certificate of Incorporation or for our stockholders to amend our bylaws. the fifth and final item of business is to approve a proposal by the company to amend and restate the company's eighth amended and restated certificate of incorporation to remove the super majority voting requirements to amend our certificate of incorporation or for our stockholders to amend our bylaws The company's Eighth Amended and Restated Certificate of Incorporation requires that this proposal be approved by at least two-thirds of the outstanding shares of the company. the company's eighth amended and restated certificate of incorporation requires that this proposal be approved by at least two-thirds of the outstanding shares of the company The board of directors recommends a vote for the proposal to remove the super majority voting requirements. the board of directors recommends a vote for the proposal to remove the super majority voting requirements If you have a question about any of the proposals, please click on the Q&A button on the meeting website and type your question. if you have a question about any of the proposals please click on the q&a button on the meeting website and type your question I will read the questions aloud. i will read the questions aloud Please limit your questions at this time to the proposals. please limit your questions at this time to the proposals Following the formal portion of this meeting, we will consider additional stockholder questions regarding the business. We will only consider questions submitted in writing through the meeting website. There are no questions about any of the proposals at this time. The polls for voting at this meeting are now closed and no further proxies or ballots will be accepted. Following the formal portion of this meeting, we will consider additional stockholder questions regarding the business. following the formal portion of this meeting we will consider additional stockholder questions regarding the business We will only consider questions submitted in writing through the meeting website. we will only consider questions submitted in writing through the meeting website There are no questions about any of the proposals at this time. there are no questions about any of the proposals at this time The polls for voting at this meeting are now closed and no further proxies or ballots will be accepted. the polls for voting at this meeting are now closed and no further proxies or ballots will be accepted I will now read the preliminary voting results. On proposal one, Kathryn Reimann, Scott Sanborn, and Michael Zeisser have received the most votes as Class III directors, and each in excess of a majority of shares voting for directors. Therefore, Kathryn Reimann, Scott Sanborn, and Michael Zeisser have been elected as Class III directors. On proposal two, holders of 95.7% of the votes cast voted to approve on an advisory basis the compensation of LendingClub's named executive officers as disclosed in the 2026 proxy statement. Therefore, the proposal has passed. On proposal three, holders of 99.7% of the votes cast ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2026. Therefore, the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026 has been ratified. I will now read the preliminary voting results. i will now read the preliminary voting results On proposal one, Kathryn Reimann, Scott Sanborn, and Michael Zeisser have received the most votes as Class III directors, and each in excess of a majority of shares voting for directors. on proposal one kathryn reimann scott sanborn and michael zeisser have received the most votes as class iii directors and each in excess of a majority of shares voting for directors Therefore, Kathryn Reimann, Scott Sanborn, and Michael Zeisser have been elected as Class III directors. therefore kathryn reimann scott sanborn and michael zeisser have been elected as class iii directors On proposal two, holders of 95.7% of the votes cast voted to approve on an advisory basis the compensation of LendingClub's named executive officers as disclosed in the 2026 proxy statement. on proposal two holders of 95.7% of the votes cast voted to approve on an advisory basis the compensation of lendingclub's named executive officers as disclosed in the 2026 proxy statement Therefore, the proposal has passed. therefore the proposal has passed On proposal three, holders of 99.7% of the votes cast ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2026. on proposal three holders of 99.7% of the votes cast ratified the appointment of deloitte & touche llp as the company's independent registered public accounting firm for the year ending december 31 2026 Therefore, the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026 has been ratified. therefore the appointment of deloitte & touche llp as our independent registered public accounting firm for the year ending december 31 2026 has been ratified On proposal four, holders of 99.7% of the votes cast voted to approve the company's proposal to amend the company's Eighth Amended and Restated Certificate of Incorporation to phase in the declassification of the board of directors. This vote represented 68.9% of the outstanding shares of the company. This proposal was required to be approved by at least two-thirds of the outstanding shares of the company. Because a sufficient number of shares voted in favor, the proposal passed. Finally, on proposal five, holders of 99.6% of the votes cast voted to approve the company's proposal to amend the company's Eighth Amended and Restated Certificate of Incorporation to remove the super majority voting requirements. This vote represented 68.9% of the outstanding shares of the company. This proposal was required to be approved by at least two-thirds of the outstanding shares of the company. On proposal four, holders of 99.7% of the votes cast voted to approve the company's proposal to amend the company's Eighth Amended and Restated Certificate of Incorporation to phase in the declassification of the board of directors. on proposal four holders of 99.7% of the votes cast voted to approve the company's proposal to amend the company's eighth amended and restated certificate of incorporation to phase in the declassification of the board of directors This vote represented 68.9% of the outstanding shares of the company. this vote represented 68.9% of the outstanding shares of the company This proposal was required to be approved by at least two-thirds of the outstanding shares of the company. this proposal was required to be approved by at least two-thirds of the outstanding shares of the company Because a sufficient number of shares voted in favor, the proposal passed. because a sufficient number of shares voted in favor the proposal passed Finally, on proposal five, holders of 99.6% of the votes cast voted to approve the company's proposal to amend the company's Eighth Amended and Restated Certificate of Incorporation to remove the super majority voting requirements. finally on proposal five holders of 99.6% of the votes cast voted to approve the company's proposal to amend the company's eighth amended and restated certificate of incorporation to remove the super majority voting requirements This vote represented 68.9% of the outstanding shares of the company. this vote represented 68.9% of the outstanding shares of the company This proposal was required to be approved by at least two-thirds of the outstanding shares of the company. this proposal was required to be approved by at least two-thirds of the outstanding shares of the company Because a sufficient number of shares voted in favor, the proposal passed. Let me remind everybody that the final results will be tallied by the Inspector of Elections, and we will include them in a current report on Form 8-K that we will file with the SEC within four business days of this meeting. I now declare the formal portion of LendingClub's 2026 annual meeting of stockholders to be adjourned. Now, if you have a question about the business, please click on the Q&A button on the meeting website and type your question. I will read the questions aloud. We will only consider questions submitted in writing through the meeting website. Because a sufficient number of shares voted in favor, the proposal passed. because a sufficient number of shares voted in favor the proposal passed Let me remind everybody that the final results will be tallied by the Inspector of Elections, and we will include them in a current report on Form 8-K that we will file with the SEC within four business days of this meeting. let me remind everybody that the final results will be tallied by the inspector of elections and we will include them in a current report on form 8-k that we will file with the sec within four business days of this meeting I now declare the formal portion of LendingClub's 2026 annual meeting of stockholders to be adjourned. i now declare the formal portion of lendingclub's 2026 annual meeting of stockholders to be adjourned Now, if you have a question about the business, please click on the Q&A button on the meeting website and type your question. now if you have a question about the business please click on the q&a button on the meeting website and type your question I will read the questions aloud. i will read the questions aloud We will only consider questions submitted in writing through the meeting website. we will only consider questions submitted in writing through the meeting website