Happen, Inc.

Rule 10b5-1 Trading Plans

The following table shows the trading arrangements intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)adopted by the Company’s directors and executive officers during the second quarter of 2026:

(1) The aggregate number of shares to be sold pursuant to this trading arrangement includes shares from outstanding restricted stock units that are subject to applicable service-based vesting conditions.

Other than disclosed above, during the second quarter of 2026, none of the Company’s directors or executive officers adopted orterminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Ninth Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws

On June 2, 2026, the Company convened its annual meeting of stockholders at which the Company’s stockholders approved (i) an amendment of the Company’s Eighth Amended and Restated Certificate of Incorporation, as amended (the Certificate of Incorporation), to phase in declassification of the Company’s Board of Directors (the Declassification Amendment) and (ii) an amendment of the Company’s Certificate of Incorporation to remove the supermajority voting requirements to amend the Certificate of Incorporation or for the Company’s stockholders to amend the Company’s bylaws (the Supermajority Voting Amendment). The Declassification Amendment and the Supermajority Voting Amendment had each previously been approved, subject to stockholder approval, by the Company’s Board of Directors.

On July 28, 2026, the Company filed a Ninth Amended and Restated Certificate of Incorporation (the Ninth Amended and Restated Certificate) with the Secretary of State of the State of Delaware to (i) effectuate the Declassification Amendment and the Supermajority Voting Amendment and (ii) incorporate a previous amendment to the Company’s Certificate of Incorporation changing the name of the corporation from “LendingClub Corporation” to “Happen, Inc.”. The foregoing description of the Ninth Amended and Restated Certificate is qualified in its entirety by reference to the complete text of the Ninth Amended and Restated Certificate, which is filed as Exhibit 3.2 to this Report and is incorporated herein by reference.

Effective July 28, 2026, the Company also amended and restated its bylaws (as amended and restated, the Third Amended and Restated Bylaws) to make revisions consistent with the Declassification Amendment. The foregoing description of the Third Amended and Restated Bylaws is qualified in its entirety by reference to the complete text of the Third Amended and Restated Bylaws, which is filed as Exhibit 3.4 to this Report and is incorporated herein by reference.