LC 10-K report for 2025-12-31

LendingClub Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 — filing cover, table of contents, glossary, and forward-looking statements; confirms SEC filing, NYSE listing (LC), shares outstanding and market value snapshots.

LC 10-K report for 2025-12-31 lc-20251231 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 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 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, CA 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,” “non-accelerated filer,” 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, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $1,205,883,976 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 30, 2026, there were 115,180,598 shares of the registrant’s common stock outstanding. Documents Incorporated by Reference Portions of the registrant’s Definitive Proxy Statement for the Registrant’s 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, 2025. LENDINGCLUB CORPORATION Annual Report On Form 10-K For Fiscal Year Ended December 31, 2025 TABLE OF CONTENTS Glossary 1 Forwar Item 1A. Risk Factors 18 Item 1B. Unresolved Staff Comments 50 Item 1C. Cybersecurity 50 Item 2. Properties 51 Item 3. Legal Proceedings 52 Item 4. Mine Safety Disclosures 52 PART II 53 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 53 Item 6. [Reserved] 55 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 56 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 82 Item 8. Financial Statements and Supplementary Data 82 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 144 Item 9A. Controls and Procedures 144 Item 9B. Other Information 146 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 146 PART III 146 Item 10. Directors, Executive Officers and Corporate Governance 146 Item 11. Executive Compensation 146 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 146 Item 13. Certain Relationships and Related Transactions, and Director Independence 146 Item 14. Principal Accountant Fees and Services 146 PART IV 147 Item 15. Exhibits and Financial Statement Schedules 147 Item 16. Form 10-K Summary 147 Signatures 148 Exhibit Index 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, 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 Loans which are held for sale and expected to be sold to investors 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 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 loans. 1 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 purchase finance providers. VIE Variable Interest Entity 2 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, includingLendingClub 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, 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; • 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; • 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, policies, elections or 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

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