LendingClub Corp 2025年度报告

2026 Annual Meeting of StockholdersProxy Statement & Annual Report 2026 ProxyStatement LendingClub Corporation 88 Kearny Street, Suite 600, San Francisco, California 94108 Notice of 2026 Annual Meeting of StockholdersTo be held on June 2, 2026 NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the ‘‘Annual Meeting’’) ofLendingClub Corporation (the ‘‘Company,’’ ‘‘LendingClub,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’) will be held: The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Whether or not you expect to participate in the Annual Meeting, please vote via the Internet, by phone, orcomplete, date, sign and promptly return the accompanying proxy in the enclosed postage-paid envelope (ifapplicable) so that your shares may be represented at the Annual Meeting. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held onJune 2, 2026: This Proxy Statement, Proxy, and the Annual Report are available electronically atwww.proxyvote.com. By Order of the Board of Directors, Jordan Cheng General Counsel and Corporate Secretary San Francisco, CaliforniaApril 21, 2026 Dear Stockholders, LendingClub is a leading nationally chartered digital bank that combines the best of fintech and banking toserve the ‘‘motivated middle’’ — creditworthy U.S. consumers who are often poorly served by traditionalfinancial institutions. Our branchless, mobile-first platform delivers competitive pricing and a streamlinedexperience across personal loans, auto refinance, and point-of-sale financing, alongside award-winningchecking, savings, and digital tools that deepen member engagement over time. Since our founding in2006, more than five million individuals have become members and more than $100 billion of loans havebeen originated through our platform. LendingClub had strong financial performance in 2025, and we continued to execute our growth strategy.We grew full-year originations 33% to nearly $10 billion, more than doubled earnings per share, andachieved a double-digit return on tangible common equity — all while maintaining better credit performancethan our competitors. We also advanced our longer-term engagement strategy: our LevelUp depositproducts are deepening member relationships, our marketplace continues to attract top-tier institutionalinvestors, and in November we hosted an Investor Day in New York, where we outlined our strategy,competitive advantages, and pathway for durable growth. Notably, we are expanding our purchase financebusiness into home improvement financing, a large, underpenetrated market where we have strongconviction in our ability to win. As we grow, we are committed to preserving shareholder value. As a technology-forward company with asignificant presence in the San Francisco Bay Area, we operate a broad-based, equity-orientedcompensation program to attract and retain top talent, which we recognized was resulting in more dilutionthan was desirable. In 2023, after extensive engagement with our stockholders, we committed to materiallyreducing the dilution from our equity programs. We have progressed ahead of our ambitious targets, andencourage you to review pages 3 and 4 of our Proxy Statement, which detail our initiatives and results. Further, we have included in the Proxy Statement two important governance proposals for yourconsideration. First, we continue to believe in the merits of a declassified board and have again included aproposal this year to phase out our current classified board structure. Second, we have again included aproposal this year to remove the supermajority voting standard to amend our governing documents. In2025, more than 99% of our voting stockholders supported these measures; however, we did not receivethe necessary two-thirds support from all outstanding shares for these measures to pass. These proposals,along with our efforts to reduce dilution from our compensation programs, address the most common areasof stockholder feedback. We therefore strongly encourage you to vote, and we also recommend that youvote ‘‘FOR’’ each of these proposals. While acknowledging an elevation in macroeconomic uncertainty, we are entering 2026 with conviction andmomentum. Marketing investments are scaling, credit performance remains resilient, and our AI-drivencapabilities are delivering measurable gains. With our differentiated model, market-leading data sciencecapabilities and best-in-class customer experience, we are well positioned to create value for ourstockholders, as well as our customers, employees, and communities. Finally, we note that, after nearly thirteen years of extraordinary service on our Board including nearly tenyears as Chairman, Hans Morris decided to step down. Hans’s leadership was instrumental in guiding ourtransformation into a national bank and building the foundation that makes today’s successes possible. Weare deeply grateful for his many contributions. O