LendingClub Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Check the appropriate box:

LendingClub Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

595 Market Street, Suite 200, San Francisco, California 94105

Notice of 2025 Annual Meeting of Stockholders

To be held on June 3, 2025

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of LendingClub Corporation (the “Company,” “LendingClub,” “we,” “us” and “our”) will be held on June 3, 2025, at 10:00 a.m. Pacific Time via the Internet atwww.virtualshareholdermeeting.com/LC2025 (the “Annual Meeting”). There is no physical location for the Annual Meeting.

At the Annual Meeting, you will be asked to:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

Only stockholders of record at the close of business on April 7, 2025, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

By Order of the Board of Directors,

Jordan Cheng

General Counsel and Corporate Secretary

San Francisco, California

April 23, 2025

Whether or not you expect to participate in the Annual Meeting, please vote via the Internet, by phone, or complete, date, sign and promptly return the accompanying proxy in the enclosed postage-paid envelope (if applicable) so that your shares may be represented at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

JUNE 3, 2025: THIS PROXY STATEMENT, PROXY, AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM

A Letter from Our CEO &

Independent Chairman of the Board

Dear Stockholders,

As a digitally-native, information-driven, customer-focused company, and one of a small number of fintech companies with a national bank charter, we are continuing to build a new kind of bank, one that aims to advantage our members with the information, tools, and guidance they need to achieve their own version of financial success. We do this by leveraging data and technology to increase access to credit, lower borrowing costs, and improve the return on savings – all through a smart, simple, and rewarding digital experience. Since our founding, more than 5 million individuals have become members, and we have facilitated more than $100 billion of loans.

We are pleased with what we accomplished in 2024. Among other things, we successfully exited our operating agreement with the Office of the Comptroller of the Currency (OCC) on time, maintained our credit outperformance, grew our balance sheet by 20% and our deposit base by 24%, increased net income by 32% and ended the year with improving non-interest income through higher loan sale prices. In tandem with achieving these milestones, we advanced our longer-term strategy to increase engagement with our products and services. Notably, we acquired award-winning debt management technology from Tally Technologies to enhance our DebtIQTM debt monitoring tool, launched new LevelUp Savings and TopUp products for our consumer savers and borrowers, and created a new rated Structured Loan Certificates program for our loan investors.

Meeting our ambitions requires that we recruit and retain employees with a compelling combination of opportunity, culture and compensation. As a fintech company with a substantial presence in the San Francisco Bay Area, we have historically operated a broad-based, equity-oriented, long-term incentive program to deliver market-required compensation. This, however, created meaningful levels of dilution and in 2023 we made a commitment to materially reduce the overhang and annual utilization rate from our equity compensation program to below 20% and 4%, respectively, by the end of 2027. We engaged with many of our largest stockholders on the topic and they were nearly universally supportive of this commitment and our related initiatives to reduce dilution, including using cash compensation in lieu of equity compensation. We encourage you to review pages 3 and 4 of our Proxy Statement for more information on the progress we have made in reducing dilution from our compensation programs.

Further, we have included two important governance proposals for your consideration. First, we continue to believe in the merits of a declassified board and have again included a proposal this year to phase out our current classified board structure. Second, we have again included a proposal this year to remove the supermajority voting standard to amend our governing documents. In 2024, more than 99% of our stockholders that voted supported these measures; however, we did not receive the necessary two-thirds support fromall outstanding shares for these measures to pass. These proposals, along with our efforts to reduce the dilution from our compensation programs, address the most common areas of stockholder feedback. We therefore strongly encourage you, most importantly, to vote, and we also recommend that you vote “FOR” each of these proposals.

Although macroeconomic uncertainty continues to persist into 2025, with our award-winning products, market-leading data science capabilities, innovation-oriented culture and seasoned executive team, we remain optimistic about our future and committed to creating value for our stockholders, as well as our customers, employees and communities.

On behalf of the Board, thank you for your investment in LendingClub.

Sincerely,

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