10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

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) 632-5600

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

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  ☒    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  ☒    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,” “smaller reporting company,” 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.			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐    No  ☒

As of July 21, 2023, there were 108,694,120 shares of the registrant’s common stock outstanding.

LENDINGCLUB CORPORATION

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Income	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Statements of Changes in Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	76
Item 4.	Controls and Procedures	76
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	76
Item 1A.	Risk Factors	76
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78
Item 3.	Defaults Upon Senior Securities	78
Item 4.	Mine Safety Disclosures	78
Item 5.	Other Information	78
Item 6.	Exhibits	79
Signatures		80

Glossary

The following is a list of acronyms and terms LendingClub Corporation regularly uses in its financial reporting:

Acquisition	Acquisition of Radius Bancorp, Inc.
AFS	Available for Sale
ACL	Allowance for Credit Losses (includes both the allowance for loan and lease losses and the reserve for unfunded lending commitments)
ALLL	Allowance for Loan and Lease Losses
Annual Report	Annual Report on Form 10-K for the year ended December 31, 2022
ASU	Accounting Standards Update
AUM	Assets Under Management (outstanding balances of Loan Originations serviced by the Company including loans serviced for others as well as loans held for investment and held for sale by the Company)
Balance Sheet	Condensed Consolidated Balance Sheets
LC Bank or LendingClub Bank	LendingClub Bank, National Association
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 U.S. 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	Held for sale loans expected to be sold to investors, including Marketplace Loans
Income Statement	Condensed Consolidated Statements of Income
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 and subsequently sold to investors
N/M	Not meaningful
OCC	Office of the Comptroller of the Currency
Parent	LendingClub Corporation (the parent company of LendingClub Bank, National Association and other subsidiaries)
PPP Loans	Loans originated pursuant to the U.S. Small Business Administration’s Paycheck Protection Program
Radius	Radius Bancorp, Inc.
ROA	Return on Average Total Assets
ROE	Return on Average Equity
SEC	United States Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended
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 whole loans.

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 U.S. 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 U.S. 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 U.S. 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 education and patient finance providers.
VIE	Variable Interest Entity

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 and consolidated variable interest entities (VIEs), including LendingClub Bank, National Association (LC Bank), and various entities established to facilitate loan sale transactions under LendingClub’s Structured Program.

Forward-looking Statements

This Quarterly Report on Form 10-Q (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 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,” “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, a potential recession and the resumption of Federal student loan payments;

•our ability to sustain the business under adverse circumstances;

•our ability to attract and retain members, to expand our product offerings and services, to improve revenue and generate recurring earnings, to capture expense benefits, to increase resiliency, and to enhance regulatory clarity;

•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 impact of accounting standards or policies, including the Current Expected Credit Losses (CECL) standard;

•the results of examinations of us by regulatory authorities and the possibility that any such regulatory authority may, among other things, 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 to effectively manage capital or liquidity to support our evolving business or operational needs, while remaining compliant with regulatory or supervisory requirements and appropriate risk-management standards;

•our ability to develop and maintain a strong core deposit base or other low cost funding sources necessary to fund our activities;

•the impact of changes in consumer spending, borrowing and saving habits;

•the impact of the continuation of or changes in the short-term and long-term interest rate environment;

•our expectations on the interplay among origination volume, underwriting standards and interest rates;

•the ability of borrowers to repay loans;

•our belief that certain loans and leases in our commercial loan portfolio will be fully repaid in accordance with the contractual loan terms;

•our ability to maintain investor confidence in the operation of our platform;

•our ability to retain existing sources and secure new or additional sources of investor commitments for our platform;

•our expectation that platform investor demand for our loans will remain depressed until interest rates and the macro environment stabilize;

•our expectation of pressure on net interest margin to continue during 2023;

•the performance of our loan products and expected rates of return for investors;

•the impact of, and our ability to resolve, pending litigation and governmental inquiries and investigations;

•the use of our own capital to purchase loans and the impact of holding loans on and our ability to sell loans off our balance sheet;

•our intention not to sell our AFS investment portfolio;

1

LENDINGCLUB CORPORATION

•our financial condition and performance, including the impact that management’s estimates have on our financial performance and the relationship between interim period and full year results;

•the fair value estimates used in the valuation of our financial instruments;

•our estimate of our interest rate sensitivity;

•our calculation of expected credit losses for our collateral-dependent loans;

•our estimated maximum exposure to losses;

•our expectation of loan servicing fee revenue based on forecasted prepayments and estimated market rate of servicing at the time of loan sale;

•capital expenditures;

•our compliance with contractual obligations or restrictions;

•the potential impact of macro-economic developments, including recessions, inflation or other adverse circumstances;

•the impact of COVID-19;

•our ability to develop and maintain effective internal controls;

•our ability to continue to realize the financial and strategic benefits of our digital marketplace bank business model;

•the impact of expense initiatives and our ability to control our cost structure;

•our ability to manage and repay our indebtedness; and

•other risk factors listed from time to time in reports we file with the SEC.

We caution you that the foregoing list may not contain all of the forward-looking statements in this Report. We may not actually achieve the plans, intentions or expectations disclosed in forward-looking statements, and you should not place undue reliance on forward-looking statements. We have included important factors in the “Risk Factors” section of this Report and our Annual Report on Form 10-K for the year ended December 31, 2022, as well as in our condensed consolidated financial statements, related notes, and other information appearing elsewhere in this Report and our other filings with the SEC that could, among other things, cause actual results or events to differ materially from forward-looking statements contained in this Report. Forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

You should read this Report carefully and completely and with the understanding that actual future results may be materially different from what we expect. We do not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, actual results, future events or otherwise, other than as required by law.

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

LENDINGCLUB CORPORATION

Condensed Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Amounts)

(Unaudited)

	June 30, 2023		December 31, 2022
Assets
Cash and due from banks	$	20,950	$	23,125
Interest-bearing deposits in banks	1,182,974		1,033,905
Total cash and cash equivalents	1,203,924		1,057,030
Restricted cash (1)	34,792		67,454
Securities available for sale at fair value ($579,704 and $399,668 at amortized cost, respectively)	523,579		345,702
Loans held for sale at fair value	250,361		110,400
Loans and leases held for investment	5,533,349		5,033,154
Allowance for loan and lease losses	(355,163)		(327,852)
Loans and leases held for investment, net	5,178,186		4,705,302
Loans held for investment at fair value (1)	404,119		925,938
Retail and certificate loans held for investment at fair value (1)	26,837		55,425
Property, equipment and software, net	151,608		136,473
Goodwill	75,717		75,717
Other assets (1)	493,383		500,306
Total assets	$	8,342,506	$	7,979,747
Liabilities and Equity
Deposits:
Interest-bearing	$	6,653,749	$	6,158,560
Noninterest-bearing	189,786		233,993
Total deposits	6,843,535		6,392,553
Borrowings (1)	15,675		74,858
Retail notes, certificates and secured borrowings at fair value (1)	26,837		55,425
Other liabilities (1)	250,936		292,617
Total liabilities	7,136,983		6,815,453
Equity
Common stock, $0.01 par value; 180,000,000 shares authorized; 108,694,120 and 106,546,995 shares issued and outstanding, respectively	1,087		1,065
Additional paid-in capital	1,647,593		1,628,590
Accumulated deficit	(403,969)		(427,745)
Accumulated other comprehensive loss	(39,188)		(37,616)
Total equity	1,205,523		1,164,294
Total liabilities and equity	$	8,342,506	$	7,979,747

(1)    Includes amounts in consolidated variable interest entities (VIEs). See “Notes to Condensed Consolidated Financial Statements – Note 6. Securitizations and Variable Interest Entities.”

See Notes to Condensed Consolidated Financial Statements.

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LENDINGCLUB CORPORATION

Condensed Consolidated Statements of Income

(In Thousands, Except Share and Per Share Amounts)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Non-interest income:
Marketplace revenue	$	82,783	$	206,384	$	178,417	$	386,350
Other non-interest income	3,035		7,448		6,391		17,339
Total non-interest income	85,818		213,832		184,808		403,689
Interest income:
Interest on loans held for sale	4,433		7,130		10,190		14,580
Interest and fees on loans and leases held for investment	162,085		108,911		312,552		200,353
Interest on loans held for investment at fair value	21,692		631		48,584		1,224
Interest on retail and certificate loans held for investment at fair value	1,194		5,091		2,877		12,060
Interest on securities available for sale	5,948		4,426		9,848		8,937
Other interest income	19,134		2,279		32,848		2,967
Total interest income	214,486		128,468		416,899		240,121
Interest expense:
Interest on deposits	66,521		6,078		119,794		9,516
Interest on retail notes, certificates and secured borrowings	1,194		5,091		2,877		12,060
Other interest expense	119		1,073		872		2,639
Total interest expense	67,834		12,242		123,543		24,215
Net interest income	146,652		116,226		293,356		215,906
Total net revenue	232,470		330,058		478,164		619,595
Provision for credit losses	66,595		70,566		137,179		123,075
Non-interest expense:
Compensation and benefits	71,553		85,103		144,860		166,713
Marketing	23,940		61,497		50,820		116,577
Equipment and software	13,968		12,461		27,664		23,507
Depreciation and amortization	11,638		10,557		23,992		21,596
Professional services	9,974		16,138		19,032		28,544
Occupancy	4,684		6,209		8,994		12,228
Other non-interest expense	15,322		17,421		33,025		31,425
Total non-interest expense	151,079		209,386		308,387		400,590
Income before income tax benefit (expense)	14,796		50,106		32,598		95,930
Income tax benefit (expense)	(4,686)		131,954		(8,822)		126,966
Net income	$	10,110	$	182,060	$	23,776	$	222,896
Earnings per share: (1)
Basic EPS	$	0.09	$	1.77	$	0.22	$	2.18
Diluted EPS	$	0.09	$	1.73	$	0.22	$	2.13
Weighted-average common shares – Basic	107,892,590		102,776,867		107,405,072		102,138,760
Weighted-average common shares – Diluted	107,895,072		105,042,626		107,409,129		104,644,825

(1)    See “Notes to Condensed Consolidated Financial Statements – Note 3. Earnings Per Share” for additional information.

See Notes to Condensed Consolidated Financial Statements.

4

LENDINGCLUB CORPORATION

Condensed Consolidated Statements of Comprehensive Income

(In Thousands)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	10,110	$	182,060	$	23,776	$	222,896
Other comprehensive loss:
Net unrealized loss on securities available for sale	(7,758)		(19,830)		(2,159)		(39,817)
Other comprehensive loss, before tax	(7,758)		(19,830)		(2,159)		(39,817)
Income tax effect (1)	2,107		11,128		587		10,928
Other comprehensive loss, net of tax	(5,651)		(8,702)		(1,572)		(28,889)
Total comprehensive income	$	4,459	$	173,358	$	22,204	$	194,007

(1) Income tax effect for the second quarter and first half of 2022 reflects the release of the deferred tax asset valuation allowance on the securities available for sale portfolio.

See Notes to Condensed Consolidated Financial Statements.

5

LENDINGCLUB CORPORATION

Condensed Consolidated Statements of Changes in Equity

(In Thousands, Except Share Data)

(Unaudited)

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity
	Shares	Amount
Balance at March 31, 2023	107,460,734	$	1,075	$	1,637,283	$	(33,537)	$	(414,079)	$	1,190,742
Stock-based compensation	—	—		18,021		—		—		18,021
Net issuances under equity incentive plans	1,233,386	12		(7,711)		—		—		(7,699)
Net unrealized loss on securities available for sale, net of tax	—	—		—		(5,651)		—		(5,651)
Net income	—	—		—		—		10,110		10,110
Balance at June 30, 2023	108,694,120	$	1,087	$	1,647,593	$	(39,188)	$	(403,969)	$	1,205,523
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity
	Shares	Amount
Balance at December 31, 2022	106,546,995	$	1,065	$	1,628,590	$	(37,616)	$	(427,745)	$	1,164,294
Stock-based compensation	—	—		32,091		—		—		32,091
Net issuances under equity incentive plans	2,147,125	22		(13,088)		—		—		(13,066)
Net unrealized loss on securities available for sale, net of tax	—	—		—		(1,572)		—		(1,572)
Net income	—	—		—		—		23,776		23,776
Balance at June 30, 2023	108,694,120	$	1,087	$	1,647,593	$	(39,188)	$	(403,969)	$	1,205,523
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity
	Shares	Amount
Balance at March 31, 2022	102,194,037	$	1,022	$	1,576,147	$	(13,141)	$	(676,594)	$	887,434
Stock-based compensation	—	—		19,664		—		—		19,664
Net issuances under equity incentive plans	1,436,739	14		(1,353)		—		—		(1,339)
Net unrealized loss on securities available for sale, net of tax	—	—		—		(8,702)		—		(8,702)
Net income	—	—		—		—		182,060		182,060
Balance at June 30, 2022	103,630,776	$	1,036	$	1,594,458	$	(21,843)	$	(494,534)	$	1,079,117
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Equity
	Shares	Amount
Balance at December 31, 2021	101,043,924	$	1,010	$	1,559,616	$	7,046	$	(717,430)	$	850,242
Stock-based compensation	—	—		36,851		—		—		36,851
Net issuances under equity incentive plans	2,586,852	26		(2,009)		—		—		(1,983)
Net unrealized loss on securities available for sale, net of tax	—	—		—		(28,889)		—		(28,889)
Net income	—	—		—		—		222,896		222,896
Balance at June 30, 2022	103,630,776	$	1,036	$	1,594,458	$	(21,843)	$	(494,534)	$	1,079,117

See Notes to Condensed Consolidated Financial Statements.

6

LENDINGCLUB CORPORATION

Condensed Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

	Six Months Ended June 30,
	2023		2022
Cash Flows from Operating Activities:
Net income	$	23,776	$	222,896
Adjustments to reconcile net income to net cash provided by operating activities:
Net fair value adjustments	38,856		(24,896)
Change in fair value of loan servicing assets	29,650		38,013
Gain on sales of loans	(27,346)		(53,429)
Provision for credit losses	137,179		123,075
Accretion of loan deferred fees and costs	(50,292)		(41,392)
Stock-based compensation, net	27,716		33,467
Depreciation and amortization	23,992		21,596
Income tax benefit from release of tax valuation allowance	—		(135,300)
Other, net	(6,363)		2,520
Net change to loans held for sale	(138,347)		66,787
Net change in operating assets and liabilities:
Other assets	14,065		(6,648)
Other liabilities	(49,751)		(14,734)
Net cash provided by operating activities	23,135		231,955
Cash Flows from Investing Activities:
Net change in loans and leases	(222,167)		(881,279)
Net decrease in retail and certificate loans	30,222		113,422
Purchases of securities available for sale	(45,120)		(222,534)
Proceeds from maturities and paydowns of securities available for sale	19,022		49,645
Purchases of property, equipment and software, net	(32,255)		(37,358)
Other investing activities	(7,600)		(4,023)
Net cash used for investing activities	(257,898)		(982,127)
Cash Flows from Financing Activities:
Net change in deposits	450,559		1,391,884
Principal payments on borrowings	(58,276)		(183,244)
Principal payments on retail notes and certificates	(30,222)		(113,498)
Other financing activities	(13,066)		(6,324)
Net cash provided by financing activities	348,995		1,088,818
Net Increase in Cash, Cash Equivalents and Restricted Cash	$	114,232	$	338,646
Cash, Cash Equivalents and Restricted Cash, Beginning of Period	$	1,124,484	$	763,586
Cash, Cash Equivalents and Restricted Cash, End of Period	$	1,238,716	$	1,102,232

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LENDINGCLUB CORPORATION

Condensed Consolidated Statements of Cash Flows (Continued)

(In Thousands)

(Unaudited)

	Six Months Ended June 30,
	2023		2022
Supplemental Cash Flow Information:
Cash paid for interest	$	115,112	$	19,463
Cash paid for taxes	$	7,245	$	10,840
Cash paid for operating leases included in the measurement of lease liabilities	$	6,364	$	9,253
Non-cash investing activity:
Net securities retained from Structured Program transactions	$	153,229	$	—
Non-cash financing activity:
Derecognition of payable to securitization note and residual certificate holders held in consolidated VIE	$	—	$	36,072

The following presents cash, cash equivalents and restricted cash by category within the Balance Sheet:

	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	1,203,924	$	1,057,030
Restricted cash	34,792		67,454
Total cash, cash equivalents and restricted cash	$	1,238,716	$	1,124,484

See Notes to Condensed Consolidated Financial Statements.

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LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

On February 1, 2021, LendingClub Corporation (LendingClub) completed the acquisition (the Acquisition) of Radius Bancorp, Inc. (Radius), whereby LendingClub became a bank holding company and formed LendingClub Bank, National Association (LC Bank) as its wholly-owned subsidiary. The Company operates the vast majority of its business through LC Bank, as a lender and originator of loans and as a regulated bank in the United States.

All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and, in the opinion of management, contain all adjustments, including normal recurring adjustments, necessary for the fair statement of the results and financial position for the periods presented. These accounting principles require management to make certain estimates and assumptions that affect the amounts in the accompanying financial statements. These estimates and assumptions are inherently subjective in nature and actual results may differ from these estimates and assumptions, and the differences could be material. Results reported in interim periods are not necessarily indicative of results for the full year or any other interim period. Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation.

The accompanying interim condensed consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (Annual Report) filed on February 9, 2023.

Significant Accounting Policies

The Company’s significant accounting policies are discussed in “Part II – Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies” in the Annual Report. There have been no changes to these significant accounting policies for the six-month period ended June 30, 2023, except for the impact of the new adopted accounting standards noted below.

Adoption of New Accounting Standards

The Company adopted the following new accounting standard during the six-month period ended June 30, 2023:

The FASB issued Accounting Standards Update (ASU) 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors that have adopted the Current Expected Credit Losses (CECL) model and adds a requirement to disclose current period gross charge-offs by year of origination. The Company adopted ASU 2022-02 as of January 1, 2023, on a prospective basis. The ASU updates the requirements related to accounting for credit losses under Accounting Standards Codification 326, including removing anticipatory TDRs and requiring the use of the post-modified effective interest rate when a discounted cash flow method is used in the CECL calculation. The ASU updates disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty.

The FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which, if certain criteria are met, provide optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform. The provisions of this topic are elective and may be applied prospectively as of the beginning of the reporting period when the election is made through December 31, 2024.

9

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The Company adopted this standard as of April 1, 2023. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations, cash flows, and disclosures.

2. Marketplace Revenue

Marketplace revenue consists of (i) origination fees, (ii) servicing fees, (iii) gain (loss) on sales of loans and (iv) net fair value adjustments, as described below.

Origination Fees: The Company receives fees from borrowers for the origination of unsecured personal loans that are held for sale.

Servicing Fees: The Company receives servicing fees to compensate it for servicing loans on behalf of investors, including managing payments and collections from borrowers and payments to those investors. The amount of servicing fee revenue earned is predominantly affected by the servicing rates paid by investors and the outstanding principal balance of loans serviced for investors. Servicing fee revenue related to loans sold also includes the associated change in the fair value of servicing assets.

Gain (Loss) on Sales of Loans: In connection with loan sales, the Company recognizes a gain or loss on the sale of loans based on the level to which the contractual servicing fee is above or below an estimated market rate of servicing. Additionally, the Company recognizes transaction costs, if any, as a loss on sale of loans.

Net Fair Value Adjustments: The Company records fair value adjustments on loans that are recorded at fair value, including gains or losses from sale prices in excess of or less than the loan principal amount sold.

The following table presents components of marketplace revenue for the periods presented:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Origination fees	$	70,989	$	149,252	$	141,532	$	271,345
Servicing fees	22,015		18,166		48,395		36,680
Gain on sales of loans	13,221		29,319		27,346		53,429
Net fair value adjustments	(23,442)		9,647		(38,856)		24,896
Total marketplace revenue	$	82,783	$	206,384	$	178,417	$	386,350

10

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

3. Earnings Per Share

The following table details the computation of the Company’s Basic and Diluted EPS:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Basic EPS:
Net income attributable to stockholders	$	10,110	$	182,060	$	23,776	$	222,896
Weighted-average common shares – Basic	107,892,590		102,776,867		107,405,072		102,138,760
Basic EPS	$	0.09	$	1.77	$	0.22	$	2.18
Diluted EPS:
Net income attributable to stockholders	$	10,110	$	182,060	$	23,776	$	222,896
Weighted-average common shares – Diluted	107,895,072		105,042,626		107,409,129		104,644,825
Diluted EPS	$	0.09	$	1.73	$	0.22	$	2.13

11

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

4. Securities Available for Sale

The amortized cost, gross unrealized gains and losses, credit valuation allowance and fair value of available for sale (AFS) securities were as follows:

June 30, 2023	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. agency residential mortgage-backed securities	$	254,999	$	—	$	(40,483)	$	214,516
Senior asset-backed securities related to Structured Program transactions	144,529		—		(605)		143,924
U.S. agency securities	93,449		—		(14,409)		79,040
Mortgage-backed securities	43,723		—		(5,580)		38,143
Other asset-backed securities	29,187		44		(765)		28,466
Other asset-backed securities related to Structured Program transactions (1)	10,550		6,452		(22)		16,980
Municipal securities	3,267		—		(757)		2,510
Total securities available for sale (2)	$	579,704	$	6,496	$	(62,621)	$	523,579

December 31, 2022	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. agency residential mortgage-backed securities	$	255,675	$	—	$	(41,248)	$	214,427
U.S. agency securities	90,447		—		(16,053)		74,394
Mortgage-backed securities	26,988		—		(4,470)		22,518
Asset-backed securities related to Structured Program transactions	8,322		9,395		—		17,717
Other asset-backed securities	14,959		29		(785)		14,203
Municipal securities	3,277		—		(834)		2,443
Total securities available for sale (2)	$	399,668	$	9,424	$	(63,390)	$	345,702

(1)    As of June 30, 2023, $8.5 million of the other asset-backed securities related to Structured Program transactions at fair value are subject to restrictions on transfer pursuant to the Company’s obligations as a “sponsor” under the U.S. Risk Retention Rules.

(2)    As of June 30, 2023 and December 31, 2022, includes $352.1 million and $319.0 million, respectively, of fair value securities pledged as collateral.

12

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

A summary of AFS securities with unrealized losses for which a credit valuation allowance has not been recorded, aggregated by period of continuous unrealized loss, is as follows:

	Less than 12 months				12 months or longer				Total
June 30, 2023	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. agency residential mortgage-backed securities	$	22,653	$	(1,331)	$	191,863	$	(39,152)	$	214,516	$	(40,483)
Senior asset-backed securities related to Structured Program transactions	94,552		(605)		—		—		94,552		(605)
U.S. agency securities	5,878		(122)		73,162		(14,287)		79,040		(14,409)
Mortgage-backed securities	16,946		(787)		21,197		(4,793)		38,143		(5,580)
Other asset-backed securities	14,035		(48)		8,479		(717)		22,514		(765)
Other asset-backed securities related to Structured Program transactions	5,703		(22)		—		—		5,703		(22)
Municipal securities	—		—		2,510		(757)		2,510		(757)
Total securities with unrealized losses	$	159,767	$	(2,915)	$	297,211	$	(59,706)	$	456,978	$	(62,621)
	Less than 12 months				12 months or longer				Total
December 31, 2022	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. agency residential mortgage-backed securities	$	111,843	$	(15,831)	$	102,584	$	(25,417)	$	214,427	$	(41,248)
U.S. agency securities	50,352		(7,213)		24,042		(8,840)		74,394		(16,053)
Mortgage-backed securities	2,441		(229)		20,077		(4,241)		22,518		(4,470)
Other asset-backed securities	4,086		(73)		6,945		(712)		11,031		(785)
Municipal securities	—		—		2,443		(834)		2,443		(834)
Total securities with unrealized losses	$	168,722	$	(23,346)	$	156,091	$	(40,044)	$	324,813	$	(63,390)

There was no activity in the allowance for AFS securities during the second quarters and first halves of 2023 and 2022. At June 30, 2023, the majority of the Company’s AFS investment portfolio was comprised of U.S. agency-backed securities and asset-backed securities related to Structured Program transactions. Management considers U.S. agency-backed securities to be of the highest credit quality and rating given the guarantee of principal and interest by certain U.S. government agencies. Most of the remaining securities in an unrealized loss position in the Company’s AFS investment portfolio at June 30, 2023, were rated investment grade. Substantially all of these unrealized losses in the AFS investment portfolio were caused by interest rate increases. The Company does not intend to sell the investment portfolio, and it is not more likely than not that it will be required to sell any investment before recovery of its amortized cost basis. For a description of management’s quarterly evaluation of AFS securities in an unrealized loss position, see “Part II – Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies” in our Annual Report.

13

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The contractual maturities of AFS securities were as follows:

June 30, 2023	Amortized Cost		Fair Value		Weighted- average Yield (1)
Due after 1 year through 5 years:
Senior asset-backed securities related to Structured Program transactions	$	144,529	$	143,924
Other asset-backed securities related to Structured Program transactions	10,550		16,980
U.S. agency securities	9,000		8,595
Mortgage-backed securities	1,788		1,583
U.S. agency residential mortgage-backed securities	4		4
Total due after 1 year through 5 years	165,871		171,086		5.19	%
Due after 5 years through 10 years:
U.S. agency securities	18,847		17,257
Other asset-backed securities	16,491		16,471
U.S. agency residential mortgage-backed securities	5,512		5,127
Mortgage-backed securities	2,047		1,693
Municipal securities	622		541
Total due after 5 years through 10 years	43,519		41,089		4.19	%
Due after 10 years:
U.S. agency residential mortgage-backed securities	249,483		209,385
U.S. agency securities	65,602		53,188
Mortgage-backed securities	39,888		34,867
Other asset-backed securities	12,696		11,995
Municipal securities	2,645		1,969
Total due after 10 years	370,314		311,404		2.69	%
Total securities available for sale	$	579,704	$	523,579	3.52	%

(1)    The weighted-average yield is computed using the amortized cost at June 30, 2023.

There were no sales of AFS securities during the second quarters and first halves of 2023 and 2022.

14

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

5. Loans and Leases Held for Investment at Amortized Cost, Net of Allowance for Loan and Lease Losses

LendingClub records certain loans and leases held for investment (HFI) at amortized cost. Other HFI and all held for sale (HFS) loans are recorded at fair value with the Company’s election of the fair value option. Net accrued interest receivable is excluded from the amortized cost basis of loans and leases HFI and is reported within “Other assets” on the Balance Sheet. Net accrued interest receivable related to loans and leases HFI at amortized cost was $32.2 million and $27.9 million as of June 30, 2023 and December 31, 2022, respectively.

Loans and Leases Held for Investment at Amortized Cost

The Company defines its loans and leases HFI portfolio segments as (i) consumer and (ii) commercial. The following table presents the components of each portfolio segment by class of financing receivable:

	June 30, 2023		December 31, 2022
Unsecured personal	$	4,371,330	$	3,866,373
Residential mortgages	192,256		199,601
Secured consumer	237,372		194,634
Total consumer loans held for investment	4,800,958		4,260,608
Equipment finance (1)	142,073		160,319
Commercial real estate	382,738		373,501
Commercial and industrial (2)	207,580		238,726
Total commercial loans and leases held for investment	732,391		772,546
Total loans and leases held for investment	5,533,349		5,033,154
Allowance for loan and lease losses	(355,163)		(327,852)
Loans and leases held for investment, net (3)	$	5,178,186	$	4,705,302

(1)    Comprised of sales-type leases for equipment. See “Note 16. Leases” for additional information.

(2)    Includes $17.6 million and $67.0 million of pledged loans under the Paycheck Protection Program (PPP) as of June 30, 2023 and December 31, 2022, respectively.

(3)    As of June 30, 2023 and December 31, 2022, the Company had $4.8 billion and $283.6 million in loans pledged as collateral under the Federal Reserve Bank (FRB) Discount Window, respectively. In addition, as of June 30, 2023 and December 31, 2022, the Company had $151.2 million and $156.2 million in loans pledged to the Federal Home Loan Bank (FHLB) of Des Moines, respectively.

June 30, 2023	Gross		ALLL		Net		Allowance Ratios (1)
Total consumer loans held for investment	$	4,800,958	$	341,161	$	4,459,797	7.1	%
Total commercial loans and leases held for investment	732,391		14,002		718,389		1.9	%
Total loans and leases held for investment	$	5,533,349	$	355,163	$	5,178,186	6.4	%

December 31, 2022	Gross		ALLL		Net		Allowance Ratios (1)
Total consumer loans held for investment	$	4,260,608	$	312,489	$	3,948,119	7.3	%
Total commercial loans and leases held for investment	772,546		15,363		757,183		2.0	%
Total loans and leases held for investment	$	5,033,154	$	327,852	$	4,705,302	6.5	%

(1)    Calculated as the ratio of allowance for loan and lease losses (ALLL) to loans and leases HFI at amortized cost.

15

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The activity in the ACL by portfolio segment was as follows:

	Three Months Ended June 30,
	2023						2022
	Consumer		Commercial		Total		Consumer		Commercial		Total
Allowance for loan and lease losses, beginning of period	$	333,546	$	15,311	$	348,857	$	173,857	$	14,128	$	187,985
Credit loss expense for loans and leases held for investment	66,874		(684)		66,190		68,314		1,739		70,053
Charge-offs (1)	(63,345)		(924)		(64,269)		(14,707)		(1,145)		(15,852)
Recoveries	4,086		299		4,385		720		354		1,074
Allowance for loan and lease losses, end of period	$	341,161	$	14,002	$	355,163	$	228,184	$	15,076	$	243,260
Reserve for unfunded lending commitments, beginning of period	$	67	$	1,545	$	1,612	$	—	$	1,512	$	1,512
Credit loss expense for unfunded lending commitments	(67)		472		405		136		377		513
Reserve for unfunded lending commitments, end of period (2)	$	—	$	2,017	$	2,017	$	136	$	1,889	$	2,025

	Six Months Ended June 30,
	2023						2022
	Consumer		Commercial		Total		Consumer		Commercial		Total
Allowance for loan and lease losses, beginning of period	$	312,489	$	15,363	$	327,852	$	128,812	$	15,577	$	144,389
Credit loss expense for loans and leases held for investment	137,558		(518)		137,040		122,032		249		122,281
Charge-offs (1)	(115,557)		(1,275)		(116,832)		(23,724)		(1,217)		(24,941)
Recoveries	6,671		432		7,103		1,064		467		1,531
Allowance for loan and lease losses, end of period	$	341,161	$	14,002	$	355,163	$	228,184	$	15,076	$	243,260
Reserve for unfunded lending commitments, beginning of period	$	18	$	1,860	$	1,878	$	—	$	1,231	$	1,231
Credit loss expense for unfunded lending commitments	(18)		157		139		136		658		794
Reserve for unfunded lending commitments, end of period (2)	$	—	$	2,017	$	2,017	$	136	$	1,889	$	2,025

(1)    Unsecured personal loans are charged-off when a borrower is (i) contractually 120 days past due or (ii) two payments past due and has filed for bankruptcy or is deceased.

(2)    Relates to $108.9 million and $132.6 million of unfunded commitments, associated primarily with the commercial loan portfolio, as of June 30, 2023 and 2022, respectively.

16

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The following table presents year-to-date gross charge-offs by origination year for the period presented:

	Six Months Ended June 30, 2023
	Gross Charge-Offs by Origination Year
	2023		2022		2021		2020		2019		Prior		Total
Unsecured personal	$	1,596	$	63,295	$	49,331	$	—	$	—	$	—	$	114,222
Residential mortgages	—		—		—		—		—		—		—
Secured consumer	19		1,026		290		—		—		—		1,335
Total consumer loans held for investment	1,615		64,321		49,621		—		—		—		115,557
Equipment finance	—		—		—		—		—		—		—
Commercial real estate	—		—		—		—		—		—		—
Commercial and industrial	—		—		923		—		318		34		1,275
Total commercial loans and leases held for investment	—		—		923		—		318		34		1,275
Total loans and leases held for investment	$	1,615	$	64,321	$	50,544	$	—	$	318	$	34	$	116,832

The Company has programs to modify loans for borrowers experiencing financial difficulty. Such modifications primarily include principal forgiveness, term extensions and/or interest rate reductions. Given that unsecured personal loans typically charge-off within a few months following modification, the total amortized cost balances are not significant for the period presented.

17

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Consumer Lending Credit Quality Indicators

The Company evaluates the credit quality of its consumer loan portfolio based on the aging status of the loan and by payment activity. Loan delinquency reporting is based upon borrower payment activity relative to the contractual terms of the loan. The following tables present the classes of financing receivables within the consumer portfolio segment by credit quality indicator based on delinquency status and origination year:

June 30, 2023	Term Loans and Leases by Origination Year
	2023		2022		2021		2020		2019		Prior		Total
Unsecured personal
Current	$	1,374,603	$	2,240,402	$	679,211	$	—	$	—	$	—	$	4,294,216
30-59 days past due	3,279		17,474		9,013		—		—		—		29,766
60-89 days past due	1,865		14,153		7,933		—		—		—		23,951
90 or more days past due	1,213		13,852		8,332		—		—		—		23,397
Total unsecured personal	1,380,960		2,285,881		704,489		—		—		—		4,371,330
Residential mortgages
Current	5		49,346		56,510		30,442		21,358		34,430		192,091
30-59 days past due	—		—		—		—		—		—		—
60-89 days past due	—		—		—		—		—		—		—
90 or more days past due	—		—		—		—		—		165		165
Total residential mortgages	5		49,346		56,510		30,442		21,358		34,595		192,256
Secured consumer
Current	80,331		124,585		29,849		—		2,502		—		237,267
30-59 days past due	—		35		19		—		—		—		54
60-89 days past due	—		51		—		—		—		—		51
90 or more days past due	—		—		—		—		—		—		—
Total secured consumer	80,331		124,671		29,868		—		2,502		—		237,372
Total consumer loans held for investment	$	1,461,296	$	2,459,898	$	790,867	$	30,442	$	23,860	$	34,595	$	4,800,958

18

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

December 31, 2022	Term Loans and Leases by Origination Year
	2022		2021		2020		2019		2018		Prior		Total
Unsecured personal
Current	$	2,835,460	$	977,224	$	—	$	—	$	—	$	—	$	3,812,684
30-59 days past due	11,149		9,867		—		—		—		—		21,016
60-89 days past due	7,785		8,633		—		—		—		—		16,418
90 or more days past due	6,813		9,442		—		—		—		—		16,255
Total unsecured personal	2,861,207		1,005,166		—		—		—		—		3,866,373
Residential mortgages
Current	49,721		58,353		31,465		21,683		4,546		33,248		199,016
30-59 days past due	—		—		—		—		—		—		—
60-89 days past due	—		—		—		—		—		254		254
90 or more days past due	—		—		—		—		—		331		331
Total residential mortgages	49,721		58,353		31,465		21,683		4,546		33,833		199,601
Secured consumer
Current	151,725		38,076		—		2,543		—		—		192,344
30-59 days past due	1,017		703		—		—		—		—		1,720
60-89 days past due	235		147		—		—		—		—		382
90 or more days past due	116		72		—		—		—		—		188
Total secured consumer	153,093		38,998		—		2,543		—		—		194,634
Total consumer loans held for investment	$	3,064,021	$	1,102,517	$	31,465	$	24,226	$	4,546	$	33,833	$	4,260,608

Commercial Lending Credit Quality Indicators

The Company evaluates the credit quality of its commercial loan portfolio based on regulatory risk ratings. The Company categorizes loans and leases into risk ratings based on relevant information about the quality and realizable value of collateral, if any, and the ability of borrowers to service their debts, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans and leases individually by classifying the loans and leases based on their associated credit risk and performs this analysis whenever credit is extended, renewed or modified, or when an observable event occurs indicating a potential decline in credit quality, and no less than annually for large balance loans. Risk rating classifications consist of the following:

Pass – Loans and leases that the Company believes will fully repay in accordance with the contractual loan terms.

Special Mention – Loans and leases with a potential weakness that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the Company’s credit position at some future date.

Substandard – Loans and leases that are inadequately protected by the current sound worth and paying capacity of the obligator or of the collateral pledged, if any. Loans and leases so classified have a well-defined weakness or weaknesses that jeopardize the repayment and liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Normal payment from the borrower is in jeopardy, although loss of principal, while still possible, is not imminent.

Doubtful – Loans and leases that have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.

Loss – Loans and leases that are considered uncollectible and of little value.

19

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The following tables present the classes of financing receivables within the commercial portfolio segment by risk rating and origination year:

June 30, 2023	Term Loans and Leases by Origination Year
	2023		2022		2021		2020		2019		Prior		Total
Equipment finance
Pass	$	3,596	$	38,634	$	32,754	$	13,836	$	13,458	$	12,394	$	114,672
Special mention	—		15,369		1,881		6,295		3,173		—		26,718
Substandard	—		—		—		683		—		—		683
Doubtful	—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—
Total equipment finance	3,596		54,003		34,635		20,814		16,631		12,394		142,073
Commercial real estate
Pass	32,401		94,456		38,291		44,179		52,001		79,403		340,731
Special mention	—		—		—		—		259		9,389		9,648
Substandard	—		3,761		6,785		8,415		231		10,577		29,769
Doubtful	—		—		2,043		—		—		—		2,043
Loss	—		—		—		—		—		547		547
Total commercial real estate	32,401		98,217		47,119		52,594		52,491		99,916		382,738
Commercial and industrial
Pass	24,054		76,240		48,898		19,968		9,959		12,337		191,456
Special mention	—		770		29		96		214		558		1,667
Substandard	—		—		4,634		713		3,780		3,688		12,815
Doubtful	—		—		—		—		—		286		286
Loss	—		—		—		—		—		1,356		1,356
Total commercial and industrial	24,054		77,010		53,561		20,777		13,953		18,225		207,580
Total commercial loans and leases held for investment	$	60,051	$	229,230	$	135,315	$	94,185	$	83,075	$	130,535	$	732,391

20

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

December 31, 2022	Term Loans and Leases by Origination Year
	2022		2021		2020		2019		2018		Prior		Total
Equipment finance
Pass	$	59,227	$	38,218	$	25,014	$	15,785	$	11,880	$	3,444	$	153,568
Special mention	—		2,094		—		3,759		—		—		5,853
Substandard	—		—		859		—		39		—		898
Doubtful	—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—
Total equipment finance	59,227		40,312		25,873		19,544		11,919		3,444		160,319
Commercial real estate
Pass	100,602		53,445		47,497		52,834		35,992		60,976		351,346
Special mention	—		—		8,415		260		1,237		405		10,317
Substandard	—		—		—		643		2,404		8,215		11,262
Doubtful	—		—		—		—		—		—		—
Loss	—		—		—		—		—		576		576
Total commercial real estate	100,602		53,445		55,912		53,737		39,633		70,172		373,501
Commercial and industrial
Pass	61,076		99,264		24,726		13,866		5,174		10,831		214,937
Special mention	—		—		—		483		163		455		1,101
Substandard	—		9,361		4,529		3,623		797		2,820		21,130
Doubtful	—		—		—		—		—		286		286
Loss	—		—		—		—		1		1,271		1,272
Total commercial and industrial	61,076		108,625		29,255		17,972		6,135		15,663		238,726
Total commercial loans and leases held for investment	$	220,905	$	202,382	$	111,040	$	91,253	$	57,687	$	89,279	$	772,546

The following tables present an analysis of the past due loans and leases HFI within the commercial portfolio segment:

June 30, 2023	30-59 Days		60-89 Days		90 or More Days		Total
Equipment finance	$	485	$	—	$	683	$	1,168
Commercial real estate	2,115		—		10,561		12,676
Commercial and industrial (1)	184		358		1,608		2,150
Total commercial loans and leases held for investment	$	2,784	$	358	$	12,852	$	15,994

December 31, 2022	30-59 Days		60-89 Days		90 or More Days		Total
Equipment finance	$	3,172	$	—	$	859	$	4,031
Commercial real estate	—		102		—		102
Commercial and industrial (1)	—		—		1,643		1,643
Total commercial loans and leases held for investment	$	3,172	$	102	$	2,502	$	5,776

(1)    Past due PPP loans are excluded from the tables.

Nonaccrual Assets

Nonaccrual loans and leases are those for which accrual of interest has been suspended. Loans and leases are generally placed on nonaccrual status when contractually past due 90 days or more, or earlier if management believes that the probability of collection does not warrant further accrual, and are charged-off no later than 120 days past due.

21

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The following table presents nonaccrual loans and leases:

	June 30, 2023				December 31, 2022
	Nonaccrual (1)		Nonaccrual with no related ACL (2)		Nonaccrual (1)		Nonaccrual with no related ACL (2)
Unsecured personal	$	23,397	$	—	$	16,255	$	—
Residential mortgages	322		322		331		331
Secured consumer	—		—		188		—
Total nonaccrual consumer loans held for investment	23,719		322		16,774		331
Equipment finance	683		—		898		39
Commercial real estate	19,298		9,360		1,018		1,018
Commercial and industrial	7,683		2,043		16,137		1,229
Total nonaccrual commercial loans and leases held for investment	27,664		11,403		18,053		2,286
Total nonaccrual loans and leases held for investment	$	51,383	$	11,725	$	34,827	$	2,617

(1)     Excluding PPP loans, there were no loans and leases that were 90 days or more past due and accruing as of both June 30, 2023 and December 31, 2022.

(2)     Subset of total nonaccrual loans and leases.

	June 30, 2023				December 31, 2022
	Nonaccrual		Nonaccrual Ratios (1)		Nonaccrual		Nonaccrual Ratios (1)
Total nonaccrual consumer loans held for investment	$	23,719	0.5	%	$	16,774	0.4	%
Total nonaccrual commercial loans and leases held for investment	27,664		3.8	%	18,053		2.3	%
Total nonaccrual loans and leases held for investment	$	51,383	0.9	%	$	34,827	0.7	%

(1)     Calculated as the ratio of nonaccruing loans and leases to loans and leases HFI at amortized cost.

Collateral-Dependent Assets

Certain loans on non-accrual status may be considered collateral-dependent loans if the borrower is experiencing financial difficulty and repayment of the loan is expected to be substantially through sale or operation of the collateral. Expected credit losses for the Company’s collateral-dependent loans are calculated as the difference between the amortized cost basis and the fair value of the underlying collateral less costs to sell, if applicable.

22

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

6. Securitizations and Variable Interest Entities

VIE Assets and Liabilities

The following table presents the classifications of assets and liabilities on the Company’s Balance Sheet for its transactions with consolidated and unconsolidated VIEs. The Company’s transactions with VIEs include Structured Program transactions. The Company has also various forms of involvement with VIEs, including servicing loans and holding senior or subordinated interests in the VIEs. Additionally, the assets and liabilities in the table below exclude intercompany balances that were eliminated in consolidation.

	June 30, 2023						December 31, 2022
	Consolidated		Unconsolidated		Total		Consolidated		Unconsolidated		Total
Assets
Restricted cash	$	4,330	$	—	$	4,330	$	8,048	$	—	$	8,048
Securities available for sale at fair value	—		160,905		160,905		—		17,717		17,717
Loans held for investment at fair value	1,753		—		1,753		3,994		—		3,994
Retail and certificate loans held for investment at fair value	932		—		932		1,946		—		1,946
Other assets	23		11,695		11,718		206		10,464		10,670
Total assets	$	7,038	$	172,600	$	179,638	$	14,194	$	28,181	$	42,375
Liabilities
Borrowings	$	4,460	$	—	$	4,460	$	8,085	$	—	$	8,085
Retail notes, certificates and secured borrowings at fair value	932		—		932		1,946		—		1,946
Other liabilities	9		—		9		29		—		29
Total liabilities	5,401		—		5,401		10,060		—		10,060
Total net assets (maximum loss exposure)	$	1,637	$	172,600	$	174,237	$	4,134	$	28,181	$	32,315

Maximum loss exposure represents estimated loss that would be incurred under severe, hypothetical circumstances, for which the Company believes the possibility is extremely remote, such as where the value of interests and any associated collateral declines to zero. Accordingly, this required disclosure is not an indication of expected losses.

23

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Unconsolidated VIEs

The following table summarizes activity related to unconsolidated VIEs where the transfers were accounted for as a sale on the Company’s financial statements:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value of consideration received:
Cash	$	18,051	$	—	$	18,051	$	5,320
Asset-backed securities retained	153,229		—		153,229		2,180
Other assets (liabilities)	2,299		—		2,299		(3,794)
Total consideration	173,579		—		173,579		3,706
Deconsolidation of debt	—		—		—		36,072
Fair value of loans sold	(171,559)		—		(171,559)		(39,519)
Gain on sales of loans (1)	$	2,020	$	—	$	2,020	$	259
Cash proceeds from continuing involvement:
Servicing and other administrative fees	$	862	$	2,407	$	1,876	$	5,512
Interest received on asset-backed securities retained	$	2,406	$	2,384	$	3,594	$	5,079

(1)    Consists of servicing assets recognized at the time of sale, less any transaction costs, and excludes origination fees and fair value adjustments recognized prior to the sale. Prior period amounts have been reclassified to conform to the current period presentation.

Beginning in the second quarter of 2023, the Company resumed its sponsoring of Structured Program transactions in which it retains the senior securities at a contractual interest rate, in addition to the amount required pursuant to the U.S. Risk Retention Rules, and sells the residual certificates. See “Note 4. Securities Available for Sale” for the securities retained in the Company’s investment portfolio related to such transactions.

Holders of the senior securities issued by the unconsolidated VIEs have rights to their contractual cash flows prior to those that hold subordinated interests. There is no direct recourse to the Company’s assets, and holders of the securities can look only to those assets of the VIEs that issued their securities for payment. The beneficial interests are subject principally to the credit and prepayment risk stemming from the underlying unsecured personal loans.

As of June 30, 2023, the aggregate unpaid principal balance held by unconsolidated VIEs was $400.5 million, of which $7.9 million was attributable to off-balance sheet loans that were 31 days or more past due. As of December 31, 2022, the aggregate unpaid principal balance held by unconsolidated VIEs was $433.5 million, of which $14.8 million was attributable to off-balance sheet loans that were 31 days or more past due. For such loans, the Company would only experience a loss if it was required to repurchase a loan due to a breach in representations and warranties associated with its loan sale or servicing contracts.

7. Fair Value of Assets and Liabilities

For a description of the fair value hierarchy and the Company’s fair value methodologies, see “Part II – Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies” in the Annual Report. The Company records certain assets and liabilities at fair value as listed in the following tables.

24

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Financial Instruments, Assets and Liabilities Recorded at Fair Value

The following tables present the fair value hierarchy for assets and liabilities measured at fair value:

June 30, 2023	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans held for sale at fair value	$	—	$	—	$	250,361	$	250,361
Loans held for investment at fair value	—		—		404,119		404,119
Retail and certificate loans held for investment at fair value	—		—		26,837		26,837
Securities available for sale:
U.S. agency residential mortgage-backed securities	—		214,516		—		214,516
Senior asset-backed securities related to Structured Program transactions	—		1,139		142,785		143,924
U.S. agency securities	—		79,040		—		79,040
Mortgage-backed securities	—		38,143		—		38,143
Other asset-backed securities	—		28,466		—		28,466
Other asset-backed securities related to Structured Program transactions	—		—		16,980		16,980
Municipal securities	—		2,510		—		2,510
Total securities available for sale	—		363,814		159,765		523,579
Servicing assets	—		—		85,387		85,387
Other assets	—		4,726		—		4,726
Total assets	$	—	$	368,540	$	926,469	$	1,295,009
Liabilities:
Borrowings	$	—	$	—	$	4,460	$	4,460
Retail notes, certificates and secured borrowings	—		—		26,837		26,837
Other liabilities	—		4,726		2,570		7,296
Total liabilities	$	—	$	4,726	$	33,867	$	38,593

25

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

December 31, 2022	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans held for sale at fair value	$	—	$	—	$	110,400	$	110,400
Loans held for investment at fair value	—		—		925,938		925,938
Retail and certificate loans held for investment at fair value	—		—		55,425		55,425
Securities available for sale:
U.S. agency residential mortgage-backed securities	—		214,427		—		214,427
U.S. agency securities	—		74,394		—		74,394
Mortgaged-backed securities	—		22,518		—		22,518
Other asset-backed securities	—		14,203		—		14,203
Asset-backed securities related to Structured Program transactions	—		5,248		12,469		17,717
Municipal securities	—		2,443		—		2,443
Total securities available for sale	—		333,233		12,469		345,702
Servicing assets	—		—		84,308		84,308
Other assets	—		—		5,099		5,099
Total assets	$	—	$	333,233	$	1,193,639	$	1,526,872
Liabilities:
Borrowings	$	—	$	—	$	8,085	8,085
Retail notes, certificates and secured borrowings	—		—		55,425		55,425
Other liabilities	—		—		8,583		8,583
Total liabilities	$	—	$	—	$	72,093	$	72,093

Financial instruments are categorized in the valuation hierarchy based on the significance of observable or unobservable factors in the overall fair value measurement. For the financial instruments listed in the tables above that do not trade in an active market with readily observable prices, the Company uses significant unobservable inputs to measure the fair value of these assets and liabilities. These fair value estimates may also include observable, actively quoted components derived from external sources. As a result, changes in fair value for assets and liabilities within the Level 2 or Level 3 categories may include changes in fair value that were attributable to observable and unobservable inputs, respectively. The Company primarily uses a discounted cash flow (DCF) model to estimate the fair value of Level 3 instruments based on the present value of estimated future cash flows. This model uses inputs that are inherently judgmental and reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value. The Company did not transfer any assets or liabilities in or out of Level 3 during the second quarters and first halves of 2023 or 2022.

26

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Loans Held for Sale at Fair Value

As of both June 30, 2023 and December 31, 2022, the majority of loans HFS were sold shortly after origination and at committed prices. Therefore, the Company is generally not exposed to fluctuations in the fair value of these loans as a result of adverse changes in key assumptions.

Fair Value Reconciliation

The following tables present additional information about Level 3 loans HFS on a recurring basis:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value at beginning of period	$	44,647	$	156,730	$	110,400	$	142,370
Originations and purchases	1,272,118		2,728,499		2,477,147		4,999,424
Sales	(1,238,252)		(2,811,843)		(2,485,498)		(5,069,544)
Principal payments	(5,135)		(8,524)		(11,600)		(21,860)
Transfers	191,807		(11,888)		191,807		(11,888)
Fair value adjustments recorded in earnings	(14,824)		9,837		(31,895)		24,309
Fair value at end of period	$	250,361	$	62,811	$	250,361	$	62,811

Loans Held for Investment at Fair Value

Significant Unobservable Inputs

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 loans HFI at fair value:

	June 30, 2023						December 31, 2022
	Minimum		Maximum		Weighted- Average		Minimum		Maximum		Weighted- Average
Discount rates	8.6	%	16.7	%	12.7	%	8.8	%	17.1	%	12.7	%
Net cumulative expected loss rates (1)	2.2	%	10.2	%	6.3	%	2.1	%	9.8	%	5.7	%
Cumulative expected prepayment rates (1)	22.0	%	30.7	%	27.3	%	26.2	%	35.3	%	30.8	%

(1)    Expressed as a percentage of the acquired principal balance of the loan.

27

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Significant Recurring Level 3 Fair Value Input Sensitivity

The sensitivity of loans HFI at fair value to adverse changes in key assumptions are as follows:

	June 30, 2023		December 31, 2022
Loans held for investment at fair value	$	404,119	$	925,938
Expected weighted-average life (in years)	1.0		0.9
Discount rates:
100 basis point increase	$	(3,057)	$	(7,471)
200 basis point increase	$	(6,071)	$	(14,830)
Expected credit loss rates on underlying loans:
10% increase	$	(2,454)	$	(5,574)
20% increase	$	(5,006)	$	(11,307)
Expected prepayment rates:
10% increase	$	(2,146)	$	(4,311)
20% increase	$	(4,157)	$	(7,480)

Fair Value Reconciliation

The following table presents additional information about Level 3 loans HFI at fair value on a recurring basis:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value at beginning of period	$	748,618	$	15,384	$	925,938	$	21,240
Purchases	—		—		4,037		14
Principal payments	(156,287)		(5,724)		(342,738)		(11,747)
Transfers	(191,634)		11,966		(191,634)		11,966
Interest income accretion and fair value adjustments recorded in earnings	3,422		(1,043)		8,516		(890)
Fair value at end of period	$	404,119	$	20,583	$	404,119	$	20,583

Retail and Certificate Loans and Related Notes, Certificates and Secured Borrowings

The Company does not assume principal or interest rate risk on loans that were funded by its member payment- dependent self-directed retail program (Retail Program) because loan balances, interest rates and maturities are matched and offset by an equal balance of notes with the exact same interest rates and maturities. At June 30, 2023 and December 31, 2022, the DCF methodology used to estimate the retail note, certificate and secured borrowings’ fair values used the same projected net cash flows as their related loans. Therefore, the fair value adjustments for retail loans held for investment were largely offset by the corresponding fair value adjustments due to the payment dependent design of the retail notes, certificates and secured borrowings.

Asset-Backed Securities Related to Structured Program Transactions

Prior year comparative disclosures related to significant unobservable inputs, fair value sensitivities and fair value rollforwards for asset-backed securities related to Structured Program transactions are not presented below as the comparability between periods would not be meaningful given that the current period consists primarily of a new type of Structured Program transaction that occurred in the second quarter of 2023. See “Note 6. Securitizations and Variable Interest Entities” for more information.

28

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Senior Asset-Backed Securities Related to Structured Program Transactions

As of June 30, 2023, the fair value of the senior asset-backed securities related to Structured Program transactions was $142.8 million with an expected weighted-average life of 1.5 years. Discount rates were the significant unobservable input used to measure the fair value of this Level 3 asset. The minimum, maximum and weighted-average discount rates assumptions were 7.4% as of June 30, 2023. A hypothetical 100 and 200 basis point increase in discount rates would decrease the fair value by $2.0 million and $3.9 million, respectively.

The following table presents additional information about Level 3 senior asset-backed securities related to Structured Program transactions measured at fair value on a recurring basis:

	Three and Six Months Ended
	June 30, 2023
Fair value at beginning of period	$	—
Additions	144,680
Cash received	(1,290)
Change in unrealized loss	(605)
Fair value at end of period	$	142,785

Other Asset-Backed Securities Related to Structured Program Transactions

Significant Unobservable Inputs

The following table presents quantitative information about the significant unobservable inputs used for the

Company’s Level 3 fair value measurements for other asset-backed securities related to Structured Program transactions:

	June 30, 2023
	Minimum		Maximum		Weighted- Average
Discount rates	5.5	%	6.6	%	5.8	%
Net cumulative expected loss rates (1)	7.2	%	9.1	%	8.3	%
Cumulative expected prepayment rates (1)	33.0	%	34.0	%	33.4	%

(1)    Expressed as a percentage of the outstanding collateral balance.

29

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Significant Recurring Fair Value Input Sensitivity

The following tables present adverse changes to the fair value sensitivity of Level 3 other asset-backed securities related to Structured Program transactions to changes in key assumptions:

	June 30, 2023
Fair value of interests held	$	16,980
Expected weighted-average life (in years)	1.6
Discount rates
100 basis point increase	$	(193)
200 basis point increase	$	(388)
Expected loss rates
10% increase	$	(390)
20% increase	$	(798)
Expected prepayment rates
10% increase	$	(216)
20% increase	$	(496)

Fair Value Reconciliation

The following table presents additional information about Level 3 other asset-backed securities related to Structured Program transactions measured at fair value on a recurring basis:

	Three Months Ended		Six Months Ended
	June 30, 2023
Fair value at beginning of period	$	10,397	$	12,469
Additions	8,667		8,780
Cash received	(2,084)		(4,269)
Fair value at end of period	$	16,980	$	16,980

30

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Servicing Assets

Significant Unobservable Inputs

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for servicing assets relating to loans sold to investors:

	June 30, 2023						December 31, 2022
	Minimum		Maximum		Weighted- Average		Minimum		Maximum		Weighted- Average
Discount rates	7.5	%	16.4	%	9.9	%	7.5	%	16.4	%	10.1	%
Net cumulative expected loss rates (1)	2.0	%	36.4	%	15.4	%	2.1	%	36.7	%	15.6	%
Cumulative expected prepayment rates (1)	17.0	%	47.7	%	32.9	%	15.8	%	47.2	%	35.9	%
Total market servicing rates (% per annum on outstanding principal balance) (2)	0.62	%	0.62	%	0.62	%	0.62	%	0.62	%	0.62	%

(1)    Expressed as a percentage of the original principal balance of the loan.

(2)    Includes collection fees estimated to be paid to a hypothetical third-party servicer.

Significant Recurring Level 3 Fair Value Input Sensitivity

The Company’s selection of the most representative market servicing rates for servicing assets is inherently judgmental. The Company reviews third-party servicing rates for its loans, loans in similar credit sectors, and market servicing benchmarking analyses provided by third-party valuation firms, when available. The table below shows the impact on the estimated fair value of servicing assets, calculated using different market servicing rate assumptions:

	June 30, 2023			December 31, 2022
Weighted-average market servicing rate assumptions	0.62		%	0.62		%
Change in fair value from:
Servicing rate increase by 0.10%	$	(9,923)		$	(10,505)
Servicing rate decrease by 0.10%	$	9,923		$	10,505

The following table presents the fair value sensitivity of servicing assets to adverse changes in key assumptions:

	June 30, 2023		December 31, 2022
Fair value of servicing assets	$	85,387	$	84,308
Discount rates
100 basis point increase	$	(726)	$	(726)
200 basis point increase	$	(1,453)	$	(1,451)
Expected loss rates
10% increase	$	(1,069)	$	(1,037)
20% increase	$	(2,137)	$	(2,074)
Expected prepayment rates
10% increase	$	(1,790)	$	(1,994)
20% increase	$	(3,581)	$	(3,989)

31

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Fair Value Reconciliation

The following table presents additional information about Level 3 servicing assets measured at fair value on a recurring basis:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value at beginning of period	$	89,241	$	72,112	$	84,308	$	67,726
Issuances (1)	13,576		29,090		27,701		51,455
Change in fair value, included in Marketplace revenue	(17,074)		(21,034)		(29,650)		(38,013)
Other net changes	(356)		(741)		3,028		(1,741)
Fair value at end of period	$	85,387	$	79,427	$	85,387	$	79,427

(1)    Represents the gains or losses on sales of the related loans.

Financial Instruments, Assets and Liabilities Not Recorded at Fair Value

The following tables present the fair value hierarchy for financial instruments, assets, and liabilities not recorded at fair value:

June 30, 2023	Carrying Amount		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans and leases held for investment, net	$	5,178,186	$	—	$	—	$	5,408,746	$	5,408,746
Other assets	37,375		—		36,393		1,359		37,752
Total assets	$	5,215,561	$	—	$	36,393	$	5,410,105	$	5,446,498
Liabilities:
Deposits (1)	$	829,798	$	—	$	—	$	826,478	$	826,478
Borrowings	11,215		—		561		10,654		11,215
Other liabilities	59,342		—		28,260		31,082		59,342
Total liabilities	$	900,355	$	—	$	28,821	$	868,214	$	897,035

December 31, 2022	Carrying Amount		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans and leases held for investment, net	$	4,705,302	$	—	$	—	$	4,941,825	$	4,941,825
Other assets	36,646		—		35,300		1,397		36,697
Total assets	$	4,741,948	$	—	$	35,300	$	4,943,222	$	4,978,522
Liabilities:
Deposits (1)	$	860,808	$	—	$	—	$	860,808	$	860,808
Borrowings	66,773		—		2,619		64,154		66,773
Other liabilities	62,247		—		30,311		31,936		62,247
Total liabilities	$	989,828	$	—	$	32,930	$	956,898	$	989,828

(1)    Excludes deposit liabilities with no defined or contractual maturities.

32

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

8. Property, Equipment and Software, Net

Property, equipment and software, net, consist of the following:

	June 30, 2023		December 31, 2022
Software (1)	$	188,817	$	174,360
Leasehold improvements	31,214		31,214
Computer equipment	24,234		27,410
Furniture and fixtures	6,088		6,088
Total property, equipment and software	250,353		239,072
Accumulated depreciation and amortization	(98,745)		(102,599)
Total property, equipment and software, net	$	151,608	$	136,473

(1)    Includes $66.5 million and $43.7 million of development in progress for internally-developed software and $4.1 million and $3.0 million of development in progress to customize purchased software as of June 30, 2023 and December 31, 2022, respectively.

Depreciation and amortization expense on property, equipment and software was $10.6 million and $21.8 million for the second quarter and first half of 2023, respectively. Depreciation and amortization expense on property, equipment and software was $9.3 million and $18.8 million for the second quarter and first half of 2022, respectively.

9. Goodwill and Intangible Assets

Goodwill

The Company’s goodwill balance was $75.7 million as of both June 30, 2023 and December 31, 2022. The Company did not record any goodwill impairment expense for the second quarters and first halves of 2023 and 2022. Goodwill is not amortized, but is subject to annual impairment tests that are performed in the fourth quarter of each calendar year. For additional detail, see “Part II – Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies” in the Annual Report.

Intangible Assets

Intangible assets consist of customer relationships. Intangible assets, net of accumulated amortization, are included in “Other assets” on the Balance Sheet. The gross and net carrying values and accumulated amortization were as follows:

	June 30, 2023		December 31, 2022
Gross carrying value	$	54,500	$	54,500
Accumulated amortization	(40,333)		(38,166)
Net carrying value	$	14,167	$	16,334

The customer relationship intangible assets are amortized on an accelerated basis from ten to fourteen years. Amortization expense associated with intangible assets for the second quarter and first half of 2023 was $1.0 million and $2.2 million, respectively. Amortization expense associated with intangible assets for the second quarter and first half of 2022 was $1.2 million and $2.5 million, respectively. There was no impairment loss for the second quarters and first halves of 2023 and 2022.

33

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The expected future amortization expense for intangible assets as of June 30, 2023, is as follows:

2023	$	2,031
2024	3,549
2025	2,901
2026	2,252
2027	1,603
Thereafter	1,831
Total	$	14,167

10. Other Assets

Other assets consist of the following:

	June 30, 2023		December 31, 2022
Deferred tax asset, net (1)	$	169,317	$	173,687
Servicing assets (2)	86,369		85,654
Operating lease assets	55,436		63,872
Nonmarketable equity investments	45,825		38,320
Intangible assets, net (3)	14,167		16,334
Other	122,269		122,439
Total other assets	$	493,383	$	500,306

(1)    See “Note 15. Income Taxes” for additional detail.

(2)    Loans underlying servicing assets had a total outstanding principal balance of $10.4 billion and $11.0 billion as of June 30, 2023 and December 31, 2022, respectively.

(3)    See “Note 9. Goodwill and Intangible Assets” for additional detail.

11. Deposits

Deposits consist of the following:

	June 30, 2023		December 31, 2022
Interest-bearing deposits:
Savings and money market accounts	$	4,638,377	$	3,616,657
Checking accounts	1,185,574		1,681,095
Certificates of deposit	829,798		860,808
Total	$	6,653,749	$	6,158,560
Noninterest-bearing deposits	189,786		233,993
Total deposits	$	6,843,535	$	6,392,553

34

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Total certificates of deposit at June 30, 2023 are scheduled to mature as follows:

2023	$	460,024
2024	347,992
2025	10,528
2026	1,139
2027	9,217
Thereafter	898
Total certificates of deposit	$	829,798

The following table presents the amount of certificates of deposit with denominations exceeding the Federal Deposit Insurance Corporation (FDIC) limit of $250 thousand, segregated by time remaining until maturity, as of June 30, 2023:

	Three months or less		Over 3 months through 6 months		Over 6 months through 12 months		Over 12 months		Total
Certificates of deposit	$	2,351	$	4,658	$	3,536	$	3,913	$	14,458

12. Borrowings

Short-term Borrowings:

The Company entered into repurchase agreements pursuant to which the Company sold securities (subject to an obligation to repurchase such securities at a specified future date and price) in exchange for cash. The aggregate debt outstanding under the Company’s repurchase agreements was $0.6 million and $2.6 million at June 30, 2023 and December 31, 2022, respectively.

In addition, the Company has available borrowing capacity with the FRB and FHLB of Des Moines totaling $4.1 billion and $605.5 million with pledged collateral totaling $5.3 billion and $754.0 million at June 30, 2023 and December 31, 2022, respectively.

Long-term Debt:

The following table summarizes the Company’s long-term debt, as of the dates indicated:

	June 30, 2023		December 31, 2022
Advances from PPPLF (1):
Aggregate debt outstanding (fixed interest rate of 0.35%)	$	10,654	$	64,154
Pledged collateral	$	17,640	$	66,971
Retail notes, certificates and secured borrowings (2):
Aggregate debt outstanding	$	26,837	$	55,425
Payable on Structured Program borrowings (3):
Aggregate debt outstanding	$	4,460	$	8,085
Pledged collateral	$	5,972	$	9,708

(1)    Collateralized by SBA PPP loans originated by the Company. The maturity date of the PPPLF borrowings matches the maturity date of the pledged SBA PPP loans. When loans are forgiven by the SBA, the corresponding PPPLF advance is paid by the Company.

(2)    The Company does not assume principal or interest rate risk on loans that were funded by Retail Notes because loan balances, interest rates and maturities were matched and offset by an equal balance of notes with the exact

35

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

same interest rates and maturities. As of December 31, 2020, LendingClub ceased offering and selling Retail Notes. The total balance of outstanding Retail Notes will continue to decline as underlying borrower payments are made.

(3)    Consists of certificate participations and securities of certain consolidated VIEs held by third-party investors and secured by “Loans held for investment at fair value” totaling $1.8 million and $4.0 million and “Restricted cash” of $4.2 million and $5.7 million as of June 30, 2023 and December 31, 2022, respectively.

13. Other Liabilities

Other liabilities consist of the following:

	June 30, 2023		December 31, 2022
Operating lease liabilities	$	68,095	$	77,291
Accounts payable and accrued expenses	60,815		98,173
Payable to investors (1)	28,260		30,311
Other	93,766		86,842
Total other liabilities	$	250,936	$	292,617

(1)    Represents principal and interest on loans collected by the Company and pending disbursement to investors.

14. Employee Incentive Plans

The Company’s equity incentive plans provide for granting awards, including restricted stock units (RSUs), performance-based restricted stock units (PBRSUs), cash awards and stock options to employees, officers and directors.

Stock-based Compensation

Stock-based compensation expense, included in “Compensation and benefits” expense on the Income Statement, was as follows for the periods presented:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
RSUs and PBRSUs	$	18,145	$	19,804	$	32,437	$	37,167
Stock options	—		20		—		40
Stock-based compensation expense, gross	18,145		19,824		32,437		37,207
Less: Capitalized stock-based compensation expense	2,317		2,051		4,721		3,740
Stock-based compensation expense, net	$	15,828	$	17,773	$	27,716	$	33,467

36

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Restricted Stock Units

The following table summarizes the activities for the Company’s RSUs:

	Number of Units	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2022	8,672,626	$	12.94
Granted	6,299,789	$	7.71
Vested	(2,761,401)	$	11.96
Forfeited/expired	(1,480,127)	$	12.72
Unvested at June 30, 2023	10,730,887	$	10.15

During the first half of 2023, the Company granted 6,299,789 RSUs with an aggregate fair value of $48.6 million.

As of June 30, 2023, there was $98.8 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over the next 2.0 years, subject to any forfeitures.

Performance-based Restricted Stock Units

PBRSUs are restricted stock unit awards that are earned based upon the achievement of certain pre-established performance metrics over a pre-established performance period. The Company’s outstanding PBRSU awards each have a market-based performance metric with a three-year performance period, following which any earned portion is immediately vested. For these PBRSU awards, the compensation expense of the award is fixed at the time of grant (incorporating the probability of achieving the market-based metrics) and expensed over the performance period.

The following table summarizes the activities for the Company’s PBRSUs:

	Number of Units	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2022	1,754,898	$	11.19
Granted	807,499	$	7.15
Vested	(870,766)	$	4.22
Forfeited/expired	(104,084)	$	11.77
Unvested at June 30, 2023	1,587,547	$	12.63

During the first half of 2023, the Company granted 807,499 PBRSUs with an aggregate fair value of $5.8 million.

As of June 30, 2023, there was $9.4 million of unrecognized compensation cost related to unvested PBRSUs, which is expected to be recognized over the next 1.8 years, subject to any forfeitures.

15. Income Taxes

For the second quarter and first half of 2023, the Company recorded an income tax expense of $4.7 million and $8.8 million, representing an effective tax rate of 31.7% and 27.1%, respectively. The second quarter effective tax

37

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

rate differs from the statutory rate as it was favorably affected by recurring items such as tax credits and was unfavorably affected by nondeductible portions of executive compensation. Additionally, the effective tax rate was unfavorably impacted by the discrete tax impact recognized during the period related to stock-based compensation. For the second quarter and first half of 2022, the Company recorded an income tax benefit of $132.0 million and $127.0 million, respectively. The income tax benefit for the second quarter and first half of 2022 was primarily due to the release of a $135.3 million valuation allowance against the Company’s deferred tax assets, partially offset by a $3.3 million state income tax expense.

The following table summarizes the Company’s net deferred tax assets:

	June 30, 2023		December 31, 2022
Deferred tax assets, net of liabilities	$	216,929	$	221,408
Valuation allowance	(47,612)		(47,721)
Deferred tax assets, net of valuation allowance	$	169,317	$	173,687

16. Leases

Lessor Arrangements

The Company has lessor arrangements which consist of sales-type leases for equipment (Equipment Finance). Such arrangements may include options to renew or to purchase the leased equipment at the end of the lease term. For the second quarter and first half of 2023, interest earned on Equipment Finance was $2.3 million and $5.2 million, respectively, and is included in “Interest and fees on loans and leases held for investment” on the Income Statement. For the second quarter and first half of 2022, interest earned on Equipment Finance was $2.5 million and $5.1 million, respectively.

The components of Equipment Finance assets are as follows:

	June 30, 2023		December 31, 2022
Lease receivables	$	120,046	$	137,969
Unguaranteed residual asset values	35,105		39,262
Unearned income	(13,816)		(17,786)
Deferred fees	738		874
Total	$	142,073	$	160,319

38

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Future minimum lease payments based on maturity of the Company’s lessor arrangements as of June 30, 2023 were as follows:

2023	$	24,987
2024	40,333
2025	29,078
2026	17,503
2027	7,881
Thereafter	5,539
Total lease payments	$	125,321
Discount effect	(5,275)
Present value of future minimum lease payments	$	120,046

Lessee Arrangements

The Company has various operating leases, including with respect to its headquarters in San Francisco, California, and office spaces in the Salt Lake City, Utah, and Boston, Massachusetts areas. As of June 30, 2023, the lease agreements have remaining lease terms ranging from approximately one year to eight years. Some of the lease agreements include options to extend the lease term for up to an additional fifteen years. As of June 30, 2023, the Company pledged $0.4 million of cash and $1.1 million in letters of credit as security deposits in connection with its lease agreements.

Balance sheet information related to leases was as follows:

ROU Assets and Lease Liabilities	Balance Sheet Classification	June 30, 2023		December 31, 2022
Operating lease assets	Other assets	$	55,436	$	63,872
Operating lease liabilities	Other liabilities	$	68,095	$	77,291

Components of net lease costs were as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
Net Lease Costs	Income Statement Classification	2023		2022		2023		2022
Operating lease costs	Occupancy	$	(3,334)	$	(4,366)	$	(6,262)	$	(8,846)
Sublease revenue	Other non-interest income	—		1,310		—		2,847
Net lease costs		$	(3,334)	$	(3,056)	$	(6,262)	$	(5,999)

Supplemental cash flow information related to the Company’s operating leases was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Non-cash operating activity:
Leased assets obtained or adjusted in exchange for new, amended, and modified operating lease liabilities	$	—	$	—	$	(4,664)	$	—

39

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The Company’s future minimum undiscounted lease payments under operating leases as of June 30, 2023 were as follows:

	Operating Lease Payments
2023	$	6,434
2024	12,798
2025	13,129
2026	11,710
2027	10,987
Thereafter	27,238
Total lease payments	$	82,296
Discount effect	(14,201)
Present value of future minimum lease payments	$	68,095

The weighted-average remaining lease term and discount rate used in the calculation of the Company’s operating lease assets and liabilities were as follows:

Lease Term and Discount Rate	June 30, 2023
Weighted-average remaining lease term (in years)	6.7
Weighted-average discount rate	5.39	%

17. Commitments and Contingencies

Operating Lease Commitments

For discussion regarding the Company’s operating lease commitments, see “Note 16. Leases.”

Loan Repurchase Obligations

The Company is generally required to repurchase loans or interests therein in the event of identity theft or certain other types of fraud on the part of the borrower or education and patient service providers. The Company may also repurchase loans or interests therein in connection with certain customer accommodations. In connection with certain loan sales, the Company agreed to repurchase loans if representations and warranties made with respect to such loans were breached under certain circumstances. The Company believes such provisions are customary and consistent with institutional loan and securitization market standards.

Unfunded Loan Commitments

As of June 30, 2023 and December 31, 2022, the contractual amount of unfunded loan commitments was $108.9 million and $138.0 million, respectively. See “Note 5. Loans and Leases Held for Investment at Amortized Cost, Net of Allowance For Loan and Lease Losses” for additional detail related to the reserve for unfunded lending commitments.

Legal

The Company is subject to various claims brought in a litigation or regulatory context. These matters include lawsuits, including but not limited to, putative class action lawsuits and routine litigation matters arising in the ordinary course of business. In addition, the Company, and its business practices and compliance with licensing and

40

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

other regulatory requirements, is subject to periodic exams, investigations, inquiries or requests, enforcement actions and other proceedings from federal and state regulatory agencies, including from the federal banking regulators that directly regulate the Company and/or LC Bank. The majority of these claims and proceedings relate to or arise from alleged state or federal law and regulatory violations, or are alleged commercial disputes or consumer complaints. The Company accrues for costs related to contingencies when a loss from such claims is probable and the amount of loss can be reasonably estimated. In determining whether a loss from a claim is probable and the loss can be reasonably estimated, the Company reviews and evaluates its litigation and regulatory matters on at least a quarterly basis in light of potentially relevant factual and legal developments. If the Company determines an unfavorable outcome is not probable or the amount of loss cannot be reasonably estimated, the Company does not accrue for a potential litigation loss. In those situations, the Company discloses an estimate or range of the reasonably possible losses, if such estimates can be made. Except as otherwise specifically noted below, at this time, the Company does not believe that it is possible to estimate the reasonably possible losses or a range of reasonably possible losses related to the matters described below.

Regulatory Examinations and Actions Relating to the Company’s Business Practices, Licensing and Compliance with Applicable Laws

The Company is and has been subject to periodic inquiries, exams and enforcement actions brought by federal and state regulatory agencies relating to the Company’s business practices, the required licenses to operate its business, and operating in compliance with applicable laws, including the requirements of its licenses and the regulatory framework applicable to its business.

The Company periodically has discussions with various regulatory agencies regarding its business model and has engaged in similar discussions with the New York Department of Financial Services (NYDFS). During the course of such discussions with the NYDFS, the Company decided to voluntarily comply with certain rules and regulations of the NYDFS while it was not a bank holding company operating a national bank. Post-Acquisition, the Company has returned its New York state license to the NYDFS.

In the past, the Company has successfully resolved such matters in a manner that was not material to its results of financial operations in any period and that did not materially limit the Company’s ability to conduct its business. However, no assurances can be given as to the timing, outcome or consequences of these matters or other similar matters if or as they arise.

18. Regulatory Requirements

LendingClub and LC Bank are subject to comprehensive supervision, examination and enforcement, and regulation by the FRB and the Office of the Comptroller of the Currency (OCC), including generally similar capital adequacy requirements adopted by the FRB and the OCC, respectively. These requirements establish required minimum ratios for Common Equity Tier 1 (CET1) risk-based capital, Tier 1 risk-based capital, total risk-based capital and a Tier 1 leverage ratio; set risk-weighting for assets and certain other items for purposes of the risk-based capital ratios; and define what qualifies as capital for purposes of meeting the capital requirements. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company.

The minimum capital requirements under the Basel Committee on Banking Supervision standardized approach for U.S. banking organizations (U.S. Basel III) capital framework are: a CET1 risk-based capital ratio of 4.5%, a Tier 1 risk-based capital ratio of 6.0%, a total risk-based capital ratio of 8.0%, and a Tier 1 leverage ratio of 4.0%. Additionally, a Capital Conservation Buffer (CCB) of 2.5% must be maintained above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases, and certain discretionary bonus payments. In addition to these guidelines, the regulators assess any particular institution’s

41

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

capital adequacy based on numerous factors and may require a particular banking organization to maintain capital at levels higher than the generally applicable minimums prescribed under the U.S. Basel III capital framework. In this regard, and unless otherwise directed by the FRB and the OCC, we have made commitments for the Company and LC Bank (until February 2024) to maintain a CET1 risk-based capital ratio of 11.0%, a Tier 1 risk-based capital ratio above 11.0%, a total risk-based capital ratio above 13.0%, and a Tier 1 leverage ratio of 11.0%.

The following table summarizes the Company’s regulatory capital amounts (in millions) and ratios:

LendingClub	June 30, 2023				December 31, 2022				Required Minimum plus Required CCB for Non-Leverage Ratios
	Amount		Ratio		Amount		Ratio
CET1 capital (1)	$	1,053.5	16.1	%	$	1,005.8	15.8	%	7.0	%
Tier 1 capital	$	1,053.5	16.1	%	$	1,005.8	15.8	%	8.5	%
Total capital	$	1,138.3	17.4	%	$	1,088.1	17.1	%	10.5	%
Tier 1 leverage	$	1,053.5	12.4	%	$	1,005.8	14.1	%	4.0	%
Risk-weighted assets	$	6,526.5	N/A		$	6,360.7	N/A		N/A
Quarterly adjusted average assets	$	8,522.6	N/A		$	7,119.0	N/A		N/A

N/A – Not applicable

(1)     Consists of common stockholders’ equity as defined under U.S. GAAP and certain adjustments made in accordance with regulatory capital guidelines, including the addition of the CECL transitional benefit and deductions for goodwill and other intangible assets.

The following table summarizes LC Bank’s regulatory capital amounts (in millions) and ratios:

LendingClub Bank	June 30, 2023				December 31, 2022				Required Minimum plus Required CCB for Non-Leverage Ratios
	Amount		Ratio		Amount		Ratio
CET1 capital (1)	$	939.3	14.7	%	$	852.2	13.8	%	7.0	%
Tier 1 capital	$	939.3	14.7	%	$	852.2	13.8	%	8.5	%
Total capital	$	1,022.6	16.0	%	$	932.4	15.1	%	10.5	%
Tier 1 leverage	$	939.3	11.3	%	$	852.2	12.5	%	4.0	%
Risk-weighted assets	$	6,406.5	N/A		$	6,194.0	N/A		N/A
Quarterly adjusted average assets	$	8,300.0	N/A		$	6,795.2	N/A		N/A

N/A – Not applicable

(1)     Consists of common stockholders’ equity as defined under U.S. GAAP and certain adjustments made in accordance with regulatory capital guidelines, including the addition of the CECL transitional benefit and deductions for goodwill and other intangible assets.

In response to the COVID-19 pandemic, the FRB, OCC, and FDIC adopted a final rule related to the regulatory capital treatment of the allowance for credit losses under CECL. As permitted by the rule, the Company elected to delay the estimated impact of CECL on regulatory capital resulting in a CET1 capital benefit of $35 million at December 31, 2021. This benefit is phased out over a three-year transition period that commenced on January 1, 2022 at a rate of 25% each year through January 1, 2025.

The Federal Deposit Insurance Act provides for a system of “prompt corrective action” (PCA). The PCA regime provides for capitalization categories ranging from “well-capitalized” to “critically undercapitalized.” An institution’s PCA category is determined primarily by its regulatory capital ratios. The PCA requires remedial actions and imposes limitations that become increasingly stringent as its PCA capitalization category declines, including the ability to accept and/or rollover brokered deposits. At June 30, 2023 and December 31, 2022, the

42

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Company’s and LC Bank’s regulatory capital ratios exceeded the thresholds required to be regarded as well-capitalized institutions and met all capital adequacy requirements to which they are subject. There have been no events or conditions since June 30, 2023 that management believes would change the Company’s categorization.

Federal laws and regulations limit the dividends that a national bank may pay. Dividends that may be paid by a national bank without the express approval of the OCC are limited to that bank’s retained net profits for the preceding two calendar years plus retained net profits up to the date of any dividend declaration in the current calendar year. Retained net profits, as defined by the OCC, consist of net income less dividends declared during the period. Additionally, under an Operating Agreement with the OCC (Operating Agreement), LC Bank is required to obtain a written determination of non-objection from the OCC before declaring any dividend. No dividends were declared by LC Bank during the first half of 2023 or during 2022. See “Part I – Item 1. Business – Regulation and Supervision – Broad Powers to Ensure Safety and Soundness” in our Annual Report for further discussion regarding the Operating Agreement.

Federal law restricts the amount and the terms of both credit and non-credit transactions between a bank and its nonbank affiliates. These covered transactions may not exceed 10% of the bank’s capital and surplus (which for this purpose represents tier 1 and tier 2 capital, as calculated under the risk-based capital rules, plus the balance of the ACL excluded from tier 2 capital) with any single nonbank affiliate and 20% of the bank’s capital and surplus with all its nonbank affiliates. Covered transactions that are extensions of credit may require collateral to be pledged to provide added security to the bank.

19. Other Non-interest Income and Non-interest Expense

Other non-interest income consists of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Referral revenue	$	1,531	$	4,025	$	2,979	$	7,716
Realized gains on sales of securities available for sale	—		—		—		36
Other	1,504		3,423		3,412		9,587
Total other non-interest income	$	3,035	$	7,448	$	6,391	$	17,339

Other non-interest expense consists of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Consumer credit services	$	2,480	$	5,670	$	7,447	$	11,194
Other	12,842		11,751		25,578		20,231
Total other non-interest expense	$	15,322	$	17,421	$	33,025	$	31,425

20. Segment Reporting

The Company defines operating segments to be components of the Company for which discrete financial information is evaluated regularly by the Company’s Chief Executive Officer and Chief Financial Officer to allocate resources and evaluate financial performance. This information is reviewed according to the legal organizational structure of the Company’s operations with products and services presented separately for the parent bank holding company and its wholly-owned subsidiary, LC Bank. Income taxes are recorded on a separate entity basis whereby each operating segment determines income tax expense or benefit as if it filed a separate tax return.

43

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

All of the Company’s revenue is generated in the United States. The Company has experienced reductions in marketplace investor demand in connection with increases in interest rates and volatility in the macro economy. Accordingly, during both the second quarter and first half of 2023, one marketplace bank investor accounted for 14% of total net revenue. No other individual borrower or marketplace investor accounted for 10% or more of total net revenue for any of the periods presented.

LendingClub Bank

The LC Bank operating segment represents the national bank legal entity and reflects post-Acquisition operating activities. This segment provides a full complement of financial products and solutions, including loans, leases and deposits. It originates loans to individuals and businesses, retains loans for investment, sells loans to investors and manages relationships with deposit holders.

LendingClub Corporation (Parent Only)

The LendingClub Corporation (Parent only) operating segment represents the holding company legal entity and predominately reflects the operations of the Company prior to the Acquisition. This activity includes, but is not limited to, servicing fee revenue for loans serviced prior to the Acquisition, and interest income and interest expense related to the Retail Program and Structured Program transactions entered into prior to the Acquisition.

Financial information for the segments is presented in the following tables:

	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Consolidated Total
	Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended June 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Non-interest income:
Marketplace revenue	$	62,006	$	191,087	$	7,772	$	11,167	$	13,005	$	4,130	$	82,783	$	206,384
Other non-interest income	21,743		20,041		2,431		3,914		(21,139)		(16,507)		3,035		7,448
Total non-interest income	83,749		211,128		10,203		15,081		(8,134)		(12,377)		85,818		213,832
Interest income:
Interest income	210,514		120,152		3,972		8,316		—		—		214,486		128,468
Interest expense	(66,546)		(6,213)		(1,288)		(6,029)		—		—		(67,834)		(12,242)
Net interest income	143,968		113,939		2,684		2,287		—		—		146,652		116,226
Total net revenue	227,717		325,067		12,887		17,368		(8,134)		(12,377)		232,470		330,058
Provision for credit losses	(66,611)		(70,566)		16		—		—		—		(66,595)		(70,566)
Non-interest expense	(142,563)		(196,636)		(16,650)		(25,127)		8,134		12,377		(151,079)		(209,386)
Income (Loss) before income tax benefit (expense)	18,543		57,865		(3,747)		(7,759)		—		—		14,796		50,106
Income tax benefit (expense)	(5,429)		(17,318)		743		85,864		—		63,408		(4,686)		131,954
Net income (loss)	$	13,114	$	40,547	$	(3,004)	$	78,105	$	—	$	63,408	$	10,110	$	182,060
Capital expenditures	$	15,857	$	15,783	$	—	$	—	$	—	$	—	$	15,857	$	15,783
Depreciation and amortization	$	7,073	$	3,510	$	4,565	$	7,047	$	—	$	—	$	11,638	$	10,557

44

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Consolidated Total
	Six Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Non-interest income:
Marketplace revenue	$	134,694	$	355,922	$	20,880	$	26,298	$	22,843	$	4,130	$	178,417	$	386,350
Other non-interest income	40,904		39,539		4,984		8,137		(39,497)		(30,337)		6,391		17,339
Total non-interest income	175,598		395,461		25,864		34,435		(16,654)		(26,207)		184,808		403,689
Interest income:
Interest income	408,844		219,975		8,055		20,146		—		—		416,899		240,121
Interest expense	(120,442)		(9,857)		(3,101)		(14,358)		—		—		(123,543)		(24,215)
Net interest income	288,402		210,118		4,954		5,788		—		—		293,356		215,906
Total net revenue	464,000		605,579		30,818		40,223		(16,654)		(26,207)		478,164		619,595
Provision for credit losses	(137,195)		(123,075)		16		—		—		—		(137,179)		(123,075)
Non-interest expense	(290,946)		(375,095)		(34,095)		(51,702)		16,654		26,207		(308,387)		(400,590)
Income (Loss) before income tax benefit (expense)	35,859		107,409		(3,261)		(11,479)		—		—		32,598		95,930
Income tax benefit (expense)	(9,685)		(29,673)		863		103,591		—		53,048		(8,822)		126,966
Net income (loss)	$	26,174	$	77,736	$	(2,398)	$	92,112	$	—	$	53,048	$	23,776	$	222,896
Capital expenditures	$	32,255	$	37,358	$	—	$	—	$	—	$	—	$	32,255	$	37,358
Depreciation and amortization	$	13,967	$	7,010	$	10,025	$	14,586	$	—	$	—	$	23,992	$	21,596

45

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Consolidated Total
	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Assets
Total cash and cash equivalents	$	1,176,563	$	1,020,874	$	74,632	$	56,475	$	(47,271)	$	(20,319)	$	1,203,924	$	1,057,030
Restricted cash	—		—		41,206		75,409		(6,414)		(7,955)		34,792		67,454
Securities available for sale at fair value	515,466		329,287		8,113		16,415		—		—		523,579		345,702
Loans held for sale at fair value	250,361		110,400		—		—		—		—		250,361		110,400
Loans and leases held for investment, net	5,178,186		4,705,302		—		—		—		—		5,178,186		4,705,302
Loans held for investment at fair value	390,654		906,711		13,465		19,227		—		—		404,119		925,938
Retail and certificate loans held for investment at fair value	—		—		26,837		55,425		—		—		26,837		55,425
Property, equipment and software, net	127,438		102,274		24,170		34,199		—		—		151,608		136,473
Investment in subsidiary	—		—		797,899		755,319		(797,899)		(755,319)		—		—
Goodwill	75,717		75,717		—		—		—		—		75,717		75,717
Other assets	335,118		339,341		177,798		173,851		(19,533)		(12,886)		493,383		500,306
Total assets	8,049,503		7,589,906		1,164,120		1,186,320		(871,117)		(796,479)		8,342,506		7,979,747
Liabilities and Equity
Total deposits	6,897,220		6,420,827		—		—		(53,685)		(28,274)		6,843,535		6,392,553
Borrowings	10,654		64,154		5,021		10,704		—		—		15,675		74,858
Retail notes, certificates and secured borrowings at fair value	—		—		26,837		55,425		—		—		26,837		55,425
Other liabilities	156,563		189,185		113,921		116,318		(19,548)		(12,886)		250,936		292,617
Total liabilities	7,064,437		6,674,166		145,779		182,447		(73,233)		(41,160)		7,136,983		6,815,453
Total equity	985,066		915,740		1,018,341		1,003,873		(797,884)		(755,319)		1,205,523		1,164,294
Total liabilities and equity	$	8,049,503	$	7,589,906	$	1,164,120	$	1,186,320	$	(871,117)	$	(796,479)	$	8,342,506	$	7,979,747

46

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes that appear in this Quarterly Report on Form 10-Q (Report). In addition to historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, and in “Part I – Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (Annual Report) as modified by “Part II – Item 1A. Risk Factors” in this Report. The forward-looking statements included in this Report are made only as of the date hereof.

47

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Overview

LendingClub is America’s leading digital marketplace bank. The Company was founded in 2006 and brought a traditional credit product – the installment loan – into the digital age by leveraging technology, data science, and a unique marketplace model. In doing so, we became one of the largest providers of unsecured personal loans in the United States. In February 2021, LendingClub completed the acquisition of Radius, becoming a bank holding company and forming LC Bank as its wholly-owned subsidiary. We operate the vast majority of our business through LC Bank, as a lender and originator of loans and as a regulated and award-winning digital bank in the United States.

Executive Summary

The interest rate environment and broader economic volatility is adversely impacting our business, predominantly through investor demand and pricing for marketplace loans. While we expect these headwinds to persist, we’re managing the business prudently, continuing our disciplined credit underwriting, and developing new structures to meet the evolving needs of loan investors. We maintained strong liquidity and capital levels and delivered the following results, despite a challenging economic environment.

•Loan originations: Loan originations for the second quarter of 2023 decreased $277.1 million, or 12%, sequentially and $1.8 billion, or 48%, year over year, primarily driven by a decrease in unsecured personal loan origination volume. We attribute the decrease in volume to the rising interest rate environment.

◦Loan originations held for investment (HFI) at amortized cost for the second quarter of 2023 decreased $344.6 million, or 34%, sequentially and $363.7 million, or 36%, year over year.

◦Loan originations HFI at amortized cost as a percentage of loan originations was 33% and 44% for the second and first quarters of 2023, respectively, and 27% for the second quarter of 2022. The percentage of loan originations HFI in any period is dependent on many factors, including quarterly loan origination volume, risk-adjusted returns, liquidity and general regulatory capital considerations.

•Total net revenue: Total net revenue for the second quarter of 2023 decreased $13.2 million, or 5%, sequentially and $97.6 million, or 30%, year over year.

◦Marketplace revenue: Marketplace revenue for the second quarter of 2023 decreased $12.9 million, or 13%, sequentially and $123.6 million, or 60%, year over year. The sequential decrease was primarily due to lower loan sales prices and a one-time revenue benefit related to slower prepayments recorded in the prior quarter. The year over year decrease was primarily due to lower origination volume and pricing of marketplace loans.

◦Net interest income: Net interest income for the second quarter of 2023 remained relatively flat sequentially and increased $30.4 million, or 26%, year over year. The increase was primarily driven by higher interest income due to a higher average balance of loans retained as HFI in the current period, partially offset by higher interest rates on deposits.

◦Net interest margin: Net interest margin for the second quarter of 2023 was 7.1%, decreasing from 7.5% in the first quarter of 2023 and from 8.5% in the second quarter of 2022, primarily due to higher interest rates on deposits.

•Provision for credit losses: Provision for credit losses for the second quarter of 2023 decreased $4.0 million, or 6%, both sequentially and year over year. The decrease was primarily due to the lower volume of loans HFI at amortized cost and the related initial provision for credit losses, partially offset by the discounting effect of the net present value (NPV) on prior loan vintages and additional qualitative allowance reflecting a modest increase in expected losses and a less favorable economic outlook.

48

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

•Total non-interest expense: Total non-interest expense for the second quarter of 2023 decreased $6.2 million, or 4%, sequentially and $58.3 million, or 28%, year over year. The decrease was primarily driven by a decrease in headcount as a result of the cost reduction and reorganization plan we implemented in January 2023 as well as a decrease in variable marketing expenses based on lower origination volume and prudent management of expenses.

•Net income: Net income for the second quarter of 2023 decreased $3.6 million, or 26%, sequentially and $172.0 million, or 94%, year over year. Net income for the second quarter of 2022 included a tax benefit of $135.3 million due to the reversal of the majority of our valuation allowance against our deferred tax assets.

•Diluted EPS: Diluted EPS for the second quarter of 2023 was $0.09, compared to $0.13 for the first quarter of 2023 and $1.73 for the same quarter last year. Diluted EPS for the second quarter of 2022 included a $1.28 per share benefit from the deferred tax valuation allowance reversal.

•Pre-provision net revenue: Pre-provision net revenue for the second quarter of 2023 decreased $7.0 million, or 8%, sequentially and $39.3 million, or 33%, year over year, reflecting lower non-interest income, partially offset by lower non-interest expense.

•Cash and cash equivalents: Total cash and cash equivalents as of June 30, 2023 decreased $433.1 million, or 26%, sequentially and increased $161.9 million, or 16%, year over year. The sequential decrease reflects a lower cash position primarily due to the planned maturity of brokered deposits.

•Total assets: Total assets as of June 30, 2023 decreased $411.5 million, or 5%, sequentially, primarily due to the decrease in cash and cash equivalents resulting from lower deposits. Total assets as of June 30, 2023 increased $2.2 billion, or 35%, year over year primarily reflecting growth in loans HFI and an increase in cash and cash equivalents due to the growth in deposits.

•Deposits: Total deposits as of June 30, 2023 decreased $375.3 million, or 5%, sequentially, and increased $2.3 billion, or 51%, year over year. The sequential decrease was primarily due to the planned maturity of brokered deposits. Federal Deposit Insurance Corporation (FDIC)-insured deposits represent approximately 85% of total deposits as of June 30, 2023.

•Total equity: Total equity as of June 30, 2023 increased $14.8 million, or 1%, sequentially, and $126.4 million, or 12%, year over year, primarily reflecting net income generated over the period.

The above summary should be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations in its entirety. For additional discussion related to our operating segments, see “Segment Information.”

49

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Financial Highlights

We regularly review several metrics to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions. The following presents our select financial metrics for the periods presented:

	As of and for the Three Months Ended									As of and for the Six Months Ended June 30,
	June 30, 2023			March 31, 2023			June 30, 2022			2023			2022
Non-interest income	$	85,818		$	98,990		$	213,832		$	184,808		$	403,689
Net interest income	146,652			146,704			116,226			293,356			215,906
Total net revenue	232,470			245,694			330,058			478,164			619,595
Non-interest expense	151,079			157,308			209,386			308,387			400,590
Pre-provision net revenue (1)	81,391			88,386			120,672			169,777			219,005
Provision for credit losses	66,595			70,584			70,566			137,179			123,075
Income before income tax benefit (expense)	14,796			17,802			50,106			32,598			95,930
Income tax benefit (expense)	(4,686)			(4,136)			131,954			(8,822)			126,966
Net income	10,110			13,666			182,060			23,776			222,896
Income tax benefit from release of tax valuation allowance	N/A			N/A			135,300			N/A			135,300
Net income excluding income tax benefit (1)(2)	$	10,110		$	13,666		$	46,760		$	23,776		$	87,596
Basic EPS	$	0.09		$	0.13		$	1.77		$	0.22		$	2.18
Diluted EPS	$	0.09		$	0.13		$	1.73		$	0.22		$	2.13
Diluted EPS excluding income tax benefit (1)(2)	$	0.09		$	0.13		$	0.45		$	0.22		$	0.85
LendingClub Corporation Performance Metrics:
Net interest margin	7.1		%	7.5		%	8.5		%	7.3		%	8.4		%
Efficiency ratio (3)	65.0		%	64.0		%	63.4		%	64.5		%	64.7		%
Return on average equity (ROE)	3.4		%	4.6		%	33.8		%	4.0		%	24.4		%
Return on average total assets (ROA)	0.5		%	0.7		%	5.5		%	0.6		%	4.0		%
Marketing as a % of loan originations	1.2		%	1.2		%	1.6		%	1.2		%	1.7		%
LendingClub Corporation Capital Metrics:
Common equity tier 1 capital ratio	16.1		%	15.6		%	20.0		%
Tier 1 leverage ratio	12.4		%	12.8		%	16.2		%
Book value per common share	$	11.09		$	11.08		$	10.41
Tangible book value per common share(1)	$	10.26		$	10.23		$	9.50
Loan Originations (in millions) (4):
Marketplace loans	$	1,353		$	1,286		$	2,819		$	2,639		$	5,180
Loan originations held for investment	657			1,002			1,021			1,659			1,877
Total loan originations	$	2,011		$	2,288		$	3,840		$	4,298		$	7,057
Loan originations held for investment as % of total loan originations	33		%	44		%	27		%	39		%	27		%
Servicing portfolio AUM (in millions) (5):
Total servicing portfolio	$	15,669		$	16,060		$	14,783
Loans serviced for others	$	10,204		$	10,504		$	11,382

(1)    Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures” for additional information.

(2)    The second quarter and first half of 2022 excludes an income tax benefit of $135.3 million due to the release of our deferred tax asset valuation allowance.

(3)    Calculated as the ratio of non-interest expense to total net revenue.

50

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

(4)    Includes unsecured personal loans and auto loans only.

(5)    Assets under management (AUM) reflects loans serviced on our platform, which includes outstanding balances of unsecured personal loans, auto refinance loans and education and patient finance loans serviced for others and retained for investment by the Company.

	As of and for the Three Months Ended
	June 30, 2023			March 31, 2023			June 30, 2022
Balance Sheet Data:
Loans and leases held for investment at amortized cost, net, excluding PPP loans	$	5,160,546		$	5,091,969		$	3,692,667
PPP loans	$	17,640		$	51,112		$	118,794
Total loans and leases held for investment at amortized cost, net (1)	$	5,178,186		$	5,143,081		$	3,811,461
Loans held for investment at fair value	$	404,119		$	748,618		$	20,583
Total loans and leases held for investment	$	5,582,305		$	5,891,699		$	3,832,044
Total assets	$	8,342,506		$	8,754,018		$	6,186,765
Total deposits	$	6,843,535		$	7,218,854		$	4,527,672
Total liabilities	$	7,136,983		$	7,563,276		$	5,107,648
Total equity	$	1,205,523		$	1,190,742		$	1,079,117
Allowance Ratios(1):
ALLL to total loans and leases held for investment	6.4		%	6.4		%	6.0		%
ALLL to consumer loans and leases held for investment	7.1		%	7.1		%	6.9		%
ALLL to commercial loans and leases held for investment	1.9		%	2.0		%	2.0		%
Net charge-offs	$	59,884		$	49,845		$	14,778
Net charge-off ratio(2)	4.4		%	3.8		%	1.6		%

(1)    Excludes loans held for investment at fair value, which primarily consists of a loan portfolio that was acquired at the end of 2022.

(2)    Calculated as annualized net charge-offs divided by average outstanding loans and leases HFI at amortized cost during the period, excluding PPP loans.

51

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Results of Operations

The following table sets forth the Condensed Consolidated Statements of Income (Income Statement) data for each of the periods presented:

	Three Months Ended						Change (%)
	June 30, 2023		March 31, 2023		June 30, 2022		Q2 2023 vs Q1 2023		Q2 2023 vs Q2 2022
Non-interest income:
Marketplace revenue	$	82,783	$	95,634	$	206,384	(13)	%	(60)	%
Other non-interest income	3,035		3,356		7,448		(10)	%	(59)	%
Total non-interest income	85,818		98,990		213,832		(13)	%	(60)	%
Interest income:
Interest on loans held for sale	4,433		5,757		7,130		(23)	%	(38)	%
Interest and fees on loans and leases held for investment	162,085		150,467		108,911		8	%	49	%
Interest on loans held for investment at fair value	21,692		26,892		631		(19)	%	N/M
Interest on retail and certificate loans held for investment at fair value	1,194		1,683		5,091		(29)	%	(77)	%
Interest on securities available for sale	5,948		3,900		4,426		53	%	34	%
Other	19,134		13,714		2,279		40	%	N/M
Total interest income	214,486		202,413		128,468		6	%	67	%
Interest expense:
Interest on deposits	66,521		53,273		6,078		25	%	N/M
Interest on retail notes, certificates and secured borrowings	1,194		1,683		5,091		(29)	%	(77)	%
Other interest expense	119		753		1,073		(84)	%	(89)	%
Total interest expense	67,834		55,709		12,242		22	%	454	%
Net interest income	146,652		146,704		116,226		—	%	26	%
Total net revenue	232,470		245,694		330,058		(5)	%	(30)	%
Provision for credit losses	66,595		70,584		70,566		(6)	%	(6)	%
Non-interest expense:
Compensation and benefits	71,553		73,307		85,103		(2)	%	(16)	%
Marketing	23,940		26,880		61,497		(11)	%	(61)	%
Equipment and software	13,968		13,696		12,461		2	%	12	%
Depreciation and amortization	11,638		12,354		10,557		(6)	%	10	%
Professional services	9,974		9,058		16,138		10	%	(38)	%
Occupancy	4,684		4,310		6,209		9	%	(25)	%
Other non-interest expense	15,322		17,703		17,421		(13)	%	(12)	%
Total non-interest expense	151,079		157,308		209,386		(4)	%	(28)	%
Income before income tax benefit (expense)	14,796		17,802		50,106		(17)	%	(70)	%
Income tax benefit (expense)	(4,686)		(4,136)		131,954		13	%	(104)	%
Net income	$	10,110	$	13,666	$	182,060	(26)	%	(94)	%

52

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

	Six Months Ended June 30,
	2023		2022		Change (%)
Non-interest income:
Marketplace revenue	$	178,417	$	386,350	(54)	%
Other non-interest income	6,391		17,339		(63)	%
Total non-interest income	184,808		403,689		(54)	%
Interest income:
Interest on loans held for sale	10,190		14,580		(30)	%
Interest and fees on loans and leases held for investment	312,552		200,353		56	%
Interest on loans held for investment at fair value	48,584		1,224		N/M
Interest on retail and certificate loans held for investment at fair value	2,877		12,060		(76)	%
Interest on securities available for sale	9,848		8,937		10	%
Other	32,848		2,967		N/M
Total interest income	416,899		240,121		74	%
Interest expense:
Interest on deposits	119,794		9,516		N/M
Interest on retail notes, certificates and secured borrowings	2,877		12,060		(76)	%
Other interest expense	872		2,639		(67)	%
Total interest expense	123,543		24,215		410	%
Net interest income	293,356		215,906		36	%
Total net revenue	478,164		619,595		(23)	%
Provision for credit losses	137,179		123,075		11	%
Non-interest expense:
Compensation and benefits	144,860		166,713		(13)	%
Marketing	50,820		116,577		(56)	%
Equipment and software	27,664		23,507		18	%
Depreciation and amortization	23,992		21,596		11	%
Professional services	19,032		28,544		(33)	%
Occupancy	8,994		12,228		(26)	%
Other non-interest expense	33,025		31,425		5	%
Total non-interest expense	308,387		400,590		(23)	%
Income before income tax benefit (expense)	32,598		95,930		(66)	%
Income tax benefit (expense)	(8,822)		126,966		(107)	%
Net income	$	23,776	$	222,896	(89)	%

The analysis below is presented for the following periods: Second quarter of 2023 compared to the first quarter of 2023 (sequential), second quarter of 2023 compared to the second quarter of 2022 (year over year) and first half of 2023 compared to the first half of 2022 (six months over six months).

53

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Marketplace Revenue

Marketplace revenue consists of the following:

	Three Months Ended						Change (%)
	June 30, 2023		March 31, 2023		June 30, 2022		Q2 2023 vs Q1 2023		Q2 2023 vs Q2 2022
Origination fees	$	70,989	$	70,543	$	149,252	1	%	(52)	%
Servicing fees	22,015		26,380		18,166		(17)	%	21	%
Gain on sales of loans	13,221		14,125		29,319		(6)	%	(55)	%
Net fair value adjustments	(23,442)		(15,414)		9,647		52	%	N/M
Total marketplace revenue	$	82,783	$	95,634	$	206,384	(13)	%	(60)	%

	Six Months Ended June 30,
	2023		2022		Change (%)
Origination fees	$	141,532	$	271,345	(48)	%
Servicing fees	48,395		36,680		32	%
Gain on sales of loans	27,346		53,429		(49)	%
Net fair value adjustments	(38,856)		24,896		N/M
Total marketplace revenue	$	178,417	$	386,350	(54)	%

We elected to account for HFS loans under the fair value option. With the election of the fair value option, origination fees, net fair value adjustments prior to sale of the loans, and servicing asset gains on the sales of the loans, are reported as separate components of “Marketplace revenue.”

Origination Fees

Origination fees recorded as a component of marketplace revenue are primarily fees earned related to originating and issuing unsecured personal loans that are held for sale. The following table presents loan origination volume during each of the periods set forth below:

	Three Months Ended						Change (%)
	June 30, 2023		March 31, 2023		June 30, 2022		Q2 2023 vs Q1 2023		Q2 2023 vs Q2 2022
Marketplace loans	$	1,353,134	$	1,285,648	$	2,819,263	5	%	(52)	%
Loan originations held for investment	657,380		1,001,989		1,021,110		(34)	%	(36)	%
Total loan originations (1)	$	2,010,514	$	2,287,637	$	3,840,373	(12)	%	(48)	%

	Six Months Ended June 30,
	2023		2022		Change (%)
Marketplace loans	$	2,638,782	$	5,179,501	(49)	%
Loan originations held for investment	1,659,369		1,877,422		(12)	%
Total loan originations (1)	$	4,298,151	$	7,056,923	(39)	%

(1)    Includes unsecured personal loans and auto loans only.

54

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Sequential: Origination fees were relatively flat for the second quarter of 2023 compared to the first quarter of 2023. Loan origination volume of marketplace loans increased to $1.4 billion for the second quarter of 2023 compared to $1.3 billion for the first quarter of 2023, an increase of 5%.

Year Over Year: Origination fees were $71.0 million and $149.3 million for the second quarters of 2023 and 2022, respectively, a decrease of 52%. The decrease was due to lower origination volume of marketplace loans. Loan origination volume of marketplace loans decreased to $1.4 billion for the second quarter of 2023 compared to $2.8 billion for the second quarter of 2022, a decrease of 52%, resulting from lower investor demand due to the rising interest rate environment.

Six Months Over Six Months: Origination fees were $141.5 million and $271.3 million for the first halves of 2023 and 2022, respectively, a decrease of 48%. The decrease was due to lower origination volume of marketplace loans. Loan origination volume of marketplace loans decreased to $2.6 billion for the first half of 2023 compared to $5.2 billion for the first half of 2022, a decrease of 49%, resulting from lower investor demand due to the rising interest rate environment.

Servicing Fees

We receive servicing fees to compensate us for servicing loans on behalf of investors, including managing payments from borrowers, collections and payments to those investors. Servicing fee revenue related to loans sold also includes the change in fair value of servicing assets associated with the loans.

The table below illustrates AUM serviced on our platform by the method in which the loans were financed as of the periods presented. Loans sold and subsequently serviced on behalf of the investor represent a key driver of our servicing fee revenue.

							Change (%)
	June 30, 2023		March 31, 2023		June 30, 2022		Q2 2023 vs Q1 2023		Q2 2023 vs Q2 2022
AUM (in millions):
Loans serviced for others	$	10,204	$	10,504	$	11,382	(3)	%	(10)	%
Loans held by LendingClub Bank	5,425		5,499		3,258		(1)	%	67	%
Retail notes, certificates and secured borrowings	28		41		127		(32)	%	(78)	%
Other loans invested in by the Company	12		16		16		(25)	%	(25)	%
Total	$	15,669	$	16,060	$	14,783	(2)	%	6	%

In addition to the loans serviced on our marketplace platform, we serviced $146.9 million, $159.1 million and $183.6 million in outstanding principal balance of commercial loans sold as of June 30, 2023, March 31, 2023 and June 30, 2022, respectively.

Sequential: Servicing fees were $22.0 million and $26.4 million for the second and first quarters of 2023, respectively, a decrease of 17%. This was primarily due to slower forecasted prepayments in the first quarter of 2023 resulting in a higher fair value of the servicing asset in the first quarter of 2023 compared to the second quarter of 2023.

Year Over Year: Servicing fees were $22.0 million and $18.2 million for the second quarters of 2023 and 2022, respectively, an increase of 21%. This was primarily due to an increase in the fair value of the servicing asset based on higher expected servicing fee revenue, partially offset by a decrease in loan balances serviced for others.

55

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Six Months Over Six Months: Servicing fees were $48.4 million and $36.7 million for the first halves of 2023 and 2022, respectively, an increase of 32%. This was primarily due to an increase in the fair value of the servicing asset based on higher expected servicing fee revenue, including from slower forecasted prepayments.

Gain on Sales of Loans

In connection with loan sales, we recognize a gain or loss on the sale of loans based on the level to which the contractual servicing fee is above or below an estimated market rate of servicing at the time of sale. Additionally, we recognize transaction costs, if any, as a loss on sale of loans.

Sequential: Gain on sales of loans was $13.2 million and $14.1 million for the second and first quarters of 2023, respectively, a decrease of 6%. The decrease was due to lower average servicing fees on marketplace loans sold in the second quarter of 2023 compared to the first quarter of 2023.

Year Over Year: Gain on sales of loans was $13.2 million and $29.3 million for the second quarters of 2023 and 2022, respectively, a decrease of 55%. The decrease was primarily due to a decrease in the volume of marketplace loans sold.

Six Months Over Six Months: Gain on sales of loans was $27.3 million and $53.4 million for the first halves of 2023 and 2022, respectively, a decrease of 49%. The decrease was primarily due to a decrease in the volume of marketplace loans sold.

Net Fair Value Adjustments

We record fair value adjustments on loans that are recorded at fair value, including gains or losses from sale prices in excess of or less than the loan principal amount sold.

Sequential: Net fair value adjustments were $(23.4) million and $(15.4) million for the second and first quarters of 2023, respectively, a decrease of $8.0 million. The decrease was primarily due to lower loan sale prices.

Year Over Year: Net fair value adjustments were $(23.4) million and $9.6 million for the second quarters of 2023 and 2022, respectively, a decrease of $33.1 million. The decrease was primarily due to lower loan sale prices.

Six Months Over Six Months: Net fair value adjustments were $(38.9) million and $24.9 million for the first halves of 2023 and 2022, respectively, a decrease of $63.8 million. The decrease was primarily due to lower loan sale prices.

56

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Other Non-interest Income

Other non-interest income primarily consists of referral revenue that relates to fees earned from third-party companies when customers referred by us consider or purchase products or services from such third-party companies. The tables below illustrate the composition of other non-interest income for each period presented:

	Three Months Ended						Change (%)
	June 30, 2023		March 31, 2023		June 30, 2022		Q2 2023 vs Q1 2023		Q2 2023 vs Q2 2022
Referral revenue	$	1,531	$	1,448	$	4,025	6	%	(62)	%
Other	1,504		1,908		3,423		(21)	%	(56)	%
Other non-interest income	$	3,035	$	3,356	$	7,448	(10)	%	(59)	%

	Six Months Ended June 30,				Change (%)
	2023		2022		Q2 2023 vs Q2 2022
Referral revenue	$	2,979	$	7,716	(61)	%
Realized gains on sales of securities available for sale	—		36		(100)	%
Other	3,412		9,587		(64)	%
Other non-interest income	$	6,391	$	17,339	(63)	%

57

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Net Interest Income

The table below presents net interest income information corresponding to interest-earning assets and interest-bearing funding sources. The average yield/rate is calculated by dividing the annualized period-end interest income/expense by the average balance.

	Three Months Ended June 30, 2023						Three Months Ended March 31, 2023						Three Months Ended June 30, 2022
	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Interest-earning assets (1)
Cash, cash equivalents, restricted cash and other	$	1,512,700	$	19,134	5.06	%	$	1,220,677	$	13,714	4.49	%	$	1,023,192	$	2,279	0.89	%
Securities available for sale at fair value	437,473		5,948		5.44	%	362,960		3,900		4.30	%	409,327		4,426		4.32	%
Loans held for sale at fair value	106,865		4,433		16.59	%	110,580		5,757		20.83	%	156,503		7,130		18.22	%
Loans and leases held for investment at amortized cost:
Unsecured personal loans (2)	4,360,506		145,262		13.33	%	4,066,713		133,687		13.15	%	2,692,148		95,529		14.19	%
Secured consumer loans	399,488		4,088		4.09	%	381,760		3,706		3.88	%	268,091		2,351		3.51	%
Commercial loans and leases	728,588		11,605		6.37	%	735,911		12,185		6.62	%	644,002		8,732		5.42	%
PPP loans	28,675		1,130		15.76	%	57,833		889		6.15	%	149,454		2,299		6.15	%
Loans and leases held for investment at amortized cost	5,517,257		162,085		11.75	%	5,242,217		150,467		11.48	%	3,753,695		108,911		11.61	%
Loans held for investment at fair value	670,969		21,692		12.93	%	836,313		26,892		12.86	%	16,991		631		14.85	%
Total loans and leases held for investment	6,188,226		183,777		11.88	%	6,078,530		177,359		11.67	%	3,770,686		109,542		11.62	%
Retail and certificate loans held for investment at fair value	32,760		1,194		14.57	%	46,525		1,683		14.47	%	144,613		5,091		14.08	%
Total interest-earning assets	8,278,024		214,486		10.36	%	7,819,272		202,413		10.35	%	5,504,321		128,468		9.34	%
Cash and due from banks and restricted cash	78,221						71,878						75,517
Allowance for loan and lease losses	(354,348)						(338,359)						(202,904)
Other non-interest earning assets	686,956						666,650						490,412
Total assets	$	8,688,853					$	8,219,441					$	5,867,346
Interest-bearing liabilities
Interest-bearing deposits:
Checking and money market accounts	$	1,397,302	$	7,760	2.23	%	$	1,633,691	$	7,568	1.88	%	$	2,463,710	$	2,664	0.43	%
Savings accounts and certificates of deposit	5,546,862		58,761		4.25	%	4,747,478		45,705		3.90	%	1,555,607		3,414		0.88	%
Interest-bearing deposits (2)	6,944,164		66,521		3.84	%	6,381,169		53,273		3.39	%	4,019,317		6,078		0.61	%
Retail notes, certificates and secured borrowings	32,760		1,194		14.57	%	46,525		1,683		14.47	%	144,613		5,091		14.08	%
Other interest-bearing liabilities	31,409		119		1.51	%	107,520		753		2.80	%	195,948		1,073		2.19	%
Total interest-bearing liabilities	7,008,333		67,834		3.88	%	6,535,214		55,709		3.46	%	4,359,878		12,242		1.12	%

58

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

	Three Months Ended June 30, 2023						Three Months Ended March 31, 2023						Three Months Ended June 30, 2022
	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Non-interest bearing deposits	205,750						241,954						292,750
Other liabilities	272,142						263,868						261,796
Total liabilities	$	7,486,225					$	7,041,036					$	4,914,424
Total equity	$	1,202,628					$	1,178,405					$	952,922
Total liabilities and equity	$	8,688,853					$	8,219,441					$	5,867,346
Interest rate spread					6.48	%					6.90	%					8.21	%
Net interest income and net interest margin			$	146,652	7.09	%			$	146,704	7.50	%			$	116,226	8.45	%

(1)    Nonaccrual loans and any related income are included in their respective loan categories.

(2)    The average yield/rate for unsecured personal loans increased sequentially primarily due to higher coupon loans in the portfolio. The average yield/rate for unsecured personal loans decreased year over year primarily due to a shift in the mix toward higher credit quality loans, which generally have lower interest rates. The average yield/rate for interest-bearing deposits increased due to a higher federal funds rate and an increasing concentration of online deposits. We expect pressure on net interest margin to continue during 2023.

An analysis of the sequential and year-over-year changes in the categories of interest revenue and interest expense resulting from changes in volume and rate is as follows:

	Three Months Ended June 30, 2023 Compared to Three Months Ended March 31, 2023
	Increase (Decrease) Due to Change in:
	Average Volume(1)		Average Rate(1)		Total
Interest-earning assets
Cash, cash equivalents, restricted cash and other	$	3,550	$	1,870	$	5,420
Securities available for sale at fair value	893		1,155		2,048
Loans held for sale at fair value	(188)		(1,136)		(1,324)
Loans and leases held for investment at amortized cost	9,205		2,413		11,618
Loans and leases held for investment at fair value	(5,344)		144		(5,200)
Retail and certificate loans held for investment at fair value	(501)		12		(489)
Total increase in interest income on interest-earning assets	$	7,615	$	4,458	$	12,073
Interest-bearing liabilities
Checking and money market accounts	$	(1,164)	$	1,356	$	192
Savings accounts and certificates of deposit	8,566		4,490		13,056
Interest-bearing deposits	7,402		5,846		13,248
Retail notes, certificates and secured borrowings	(501)		12		(489)
Other interest-bearing liabilities	(384)		(250)		(634)
Total increase in interest expense on interest-bearing liabilities	$	6,517	$	5,608	$	12,125
Increase (Decrease) in net interest income	$	1,098	$	(1,150)	$	(52)

(1)    Volume and rate changes have been allocated on a consistent basis using the respective percentage changes in average balances and average rates.

59

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

	Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022
	Increase (Decrease) Due to Change in:
	Average Volume(1)		Average Rate(1)		Total
Interest-earning assets
Cash, cash equivalents, restricted cash and other	$	1,564	$	15,291	$	16,855
Securities available for sale at fair value	321		1,201		1,522
Loans held for sale at fair value	(2,103)		(594)		(2,697)
Loans and leases held for investment at amortized cost	55,585		(2,411)		53,174
Loans and leases held for investment at fair value	21,153		(92)		21,061
Retail and certificate loans held for investment at fair value	(4,069)		172		(3,897)
Total increase in interest income on interest-earning assets	$	72,451	$	13,567	$	86,018
Interest-bearing liabilities
Checking and money market accounts	$	(1,611)	$	6,707	$	5,096
Savings accounts and certificates of deposit	22,212		33,135		55,347
Interest-bearing deposits	20,601		39,842		60,443
Retail notes, certificates and secured borrowings	(4,069)		172		(3,897)
Other interest-bearing liabilities	(696)		(258)		(954)
Total increase in interest expense on interest-bearing liabilities	$	15,836	$	39,756	$	55,592
Increase (Decrease) in net interest income	$	56,615	$	(26,189)	$	30,426

(1)    Volume and rate changes have been allocated on a consistent basis using the respective percentage changes in average balances and average rates.

60

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

	Six Months Ended June 30, 2023						Six Months Ended June 30, 2022
	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Interest-earning assets (1)
Cash, cash equivalents, restricted cash and other	$	1,367,495	$	32,848	4.80	%	$	958,057	$	2,967	0.62	%
Securities available for sale at fair value	400,422		9,848		4.92	%	367,241		8,937		4.87	%
Loans held for sale at fair value	108,712		10,190		18.75	%	205,821		14,580		14.17	%
Loans and leases held for investment at amortized cost:
Unsecured personal loans (2)	4,214,421		278,949		13.24	%	2,376,236		173,905		14.64	%
Secured consumer loans	390,673		7,794		3.99	%	250,163		4,626		3.70	%
Commercial loans and leases	732,229		23,790		6.50	%	632,331		16,320		5.16	%
PPP loans	43,173		2,019		9.35	%	185,986		5,502		5.92	%
Loans and leases held for investment at amortized cost	5,380,496		312,552		11.62	%	3,444,716		200,353		11.63	%
Loans held for investment at fair value	753,184		48,584		12.90	%	17,757		1,224		13.78	%
Total loans and leases held for investment	6,133,680		361,136		11.78	%	3,462,473		201,577		11.64	%
Retail and certificate loans held for investment at fair value	39,604		2,877		14.53	%	171,713		12,060		14.05	%
Total interest-earning assets	8,049,913		416,899		10.36	%	5,165,305		240,121		9.30	%
Cash and due from banks and restricted cash	75,067						84,100
Allowance for loan and lease losses	(346,398)						(183,268)
Other non-interest earning assets	676,861						488,387
Total assets	$	8,455,443					$	5,554,524
Interest-bearing liabilities
Interest-bearing deposits:
Checking and money market accounts	$	1,514,843	$	15,328	2.04	%	$	2,352,080	$	4,388	0.37	%
Savings accounts and certificates of deposit	5,149,379		104,466		4.09	%	1,313,370		5,128		0.78	%
Interest-bearing deposits (2)	6,664,222		119,794		3.62	%	3,665,450		9,516		0.52	%
Retail notes, certificates and secured borrowings	39,604		2,877		14.53	%	171,713		12,060		14.05	%
Other interest-bearing liabilities	69,254		872		2.52	%	254,320		2,639		2.08	%
Total interest-bearing liabilities	6,773,080		123,543		3.68	%	4,091,483		24,215		1.18	%
Non-interest bearing deposits	223,752						260,043
Other liabilities	268,028						290,518
Total liabilities	$	7,264,860					$	4,642,044
Total equity	$	1,190,583					$	912,480
Total liabilities and equity	$	8,455,443					$	5,554,524
Interest rate spread					6.68	%					8.11	%
Net interest income and net interest margin			$	293,356	7.29	%			$	215,906	8.36	%

(1)    Nonaccrual loans and any related income are included in their respective loan categories.

(2)    The average yield/rate for unsecured personal loans decreased year over year primarily due to a shift in the mix toward higher credit quality loans, which generally have lower interest rates. The average yield/rate for interest-bearing deposits increased due to a higher federal funds rate and an increasing concentration of online deposits. We expect pressure on net interest margin to continue during 2023.

61

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Provision for Credit Losses

The allowance for loan and lease losses (ALLL) for lifetime expected losses under CECL on HFI loans and leases at amortized cost is initially recognized as “Provision for credit losses” at the time of origination. The ALLL is estimated using a discounted cash flow (DCF) approach, where effective interest rates are used to calculate the NPV of expected cash flows. The effective interest rates are calculated based on the periodic interest income received from the loan’s contractual cash flows and the net investment in the loan, which includes deferred origination fees and costs, to provide a constant rate of return over the loan term. The NPV from the DCF approach is then compared to the amortized cost basis of the loans and leases to derive expected credit losses. Under the DCF approach, the provision for credit losses in subsequent periods includes a credit loss expense relating to the discounting effect due to the passage of time after the initial recognition of ALLL on originated HFI loans at amortized cost.

The provision for credit losses includes the credit loss expense for HFI loans and leases at amortized cost, available for sale (AFS) securities and unfunded lending commitments. The table below illustrates the composition of the provision for credit losses for each period presented, as well as the loan originations held for investment in each period, which is a key driver for credit loss expense:

	Three Months Ended						Six Months Ended June 30,
	June 30, 2023		March 31, 2023		June 30, 2022		2023		2022
Credit loss expense for loans and leases held for investment	$	66,190	$	70,850	$	70,053	$	137,040	$	122,281
Credit loss (reversal of) expense for unfunded lending commitments	405		(266)		513		139		794
Total provision for credit losses	$	66,595	$	70,584	$	70,566	$	137,179	$	123,075
Loan originations held for investment	$	657,380	$	1,001,989	$	1,021,110	$	1,659,369	$	1,877,422

Sequential: The provision for credit losses was $66.6 million and $70.6 million for the second and first quarters of 2023, respectively, a decrease of 6%. The decrease was primarily due to the lower volume of originated loans retained as HFI at amortized cost and the related initial provision for credit losses, partially offset by the discounting effect of the NPV allowance on prior loan vintages and additional qualitative allowance reflecting a modest increase in expected losses and a less favorable economic outlook.

Year Over Year: The provision for credit losses was $66.6 million and $70.6 million for the second quarters of 2023 and 2022, respectively, a decrease of 6%. The decrease was primarily due to the lower volume of originated loans retained as HFI at amortized cost and the related initial provision for credit losses, partially offset by the discounting effect of the NPV allowance on prior loan vintages and additional qualitative allowance reflecting a modest increase in expected losses and a less favorable economic outlook.

Six Months Over Six Months: The provision for credit losses was $137.2 million and $123.1 million for the first halves of 2023 and 2022, respectively, an increase of 11%. The increase was primarily due to the discounting effect of the NPV allowance on prior loan vintages and additional qualitative allowance reflecting a modest increase in expected losses and a less favorable economic outlook, partially offset by a lower volume of originated loans retained as HFI at amortized cost.

62

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

The activity in the allowance for credit losses (ACL) was as follows:

	Three Months Ended						Six Months Ended June 30,
	June 30, 2023		March 31, 2023		June 30, 2022		2023		2022
Allowance for loan and lease losses, beginning of period	$	348,857	$	327,852	$	187,985	$	327,852	$	144,389
Credit loss expense for loans and leases held for investment	66,190		70,850		70,053		137,040		122,281
Charge-offs	(64,269)		(52,563)		(15,852)		(116,832)		(24,941)
Recoveries	4,385		2,718		1,074		7,103		1,531
Allowance for loan and lease losses, end of period	$	355,163	$	348,857	$	243,260	$	355,163	$	243,260
Reserve for unfunded lending commitments, beginning of period	$	1,612	$	1,878	$	1,512	$	1,878	$	1,231
Credit loss (reversal of) expense for unfunded lending commitments	405		(266)		513		139		794
Reserve for unfunded lending commitments, end of period (1)	$	2,017	$	1,612	$	2,025	$	2,017	$	2,025

(1)    Relates to $108.9 million, $117.2 million and $132.6 million of unfunded commitments as of June 30, 2023, March 31, 2023 and June 30, 2022, respectively.

	Three Months Ended									Six Months Ended June 30,
	June 30, 2023			March 31, 2023			June 30, 2022			2023			2022
Ratio of allowance for loan and lease losses to total loans and leases held for investment at amortized cost	6.4		%	6.4		%	6.0		%	6.4		%	6.0		%
Average loans and leases held for investment at amortized cost, excluding PPP loans	$	5,488,582		$	5,184,384		$	3,604,241		$	5,337,323		$	3,258,730
Net charge-off ratio (1)	4.4		%	3.8		%	1.6		%	4.1		%	1.4		%

(1)    Calculated as annualized net charge-offs divided by average outstanding loans and leases held for investment during the period, excluding PPP loans.

Loans and leases are generally placed on nonaccrual status when contractually past due 90 days or more, or earlier if management believes that the probability of collection does not warrant further accrual. Unsecured personal loans are charged-off no later than 120 days past due. The following table presents nonaccrual loans and leases(1):

	June 30, 2023			December 31, 2022
Total nonaccrual loans and leases held for investment	$	51,383		$	34,827
Ratio of total nonaccrual loans and leases held for investment to total loans and leases held for investment	0.9		%	0.7		%

(1)    Excluding PPP loans, there were no loans that were 90 days or more past due and accruing as of both June 30, 2023 and December 31, 2022.

For additional information on the ACL and nonaccrual loans and leases, see “Notes to Consolidated Financial Statements – Note 1. Summary of Significant Accounting Policies” in our Annual Report and “Note 5. Loans and Leases Held for Investment at Amortized Cost, Net of Allowance For Loan and Lease Losses” in this Report.

63

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Non-Interest Expense

Non-interest expense primarily consists of (i) compensation and benefits, which include salaries and wages, benefits and stock-based compensation expense, (ii) marketing, which includes costs attributable to borrower and deposit customer acquisition efforts and building general brand awareness, (iii) equipment and software, (iv) depreciation and amortization, (v) professional services, which primarily consist of consulting fees, and (vi) occupancy, which includes rent expense and all other costs related to occupying our office spaces.

	Three Months Ended						Change (%)
	June 30, 2023		March 31, 2023		June 30, 2022		Q2 2023 vs Q1 2023		Q2 2023 vs Q2 2022
Non-interest expense:
Compensation and benefits	$	71,553	$	73,307	$	85,103	(2)	%	(16)	%
Marketing	23,940		26,880		61,497		(11)	%	(61)	%
Equipment and software	13,968		13,696		12,461		2	%	12	%
Depreciation and amortization	11,638		12,354		10,557		(6)	%	10	%
Professional services	9,974		9,058		16,138		10	%	(38)	%
Occupancy	4,684		4,310		6,209		9	%	(25)	%
Other non-interest expense	15,322		17,703		17,421		(13)	%	(12)	%
Total non-interest expense	$	151,079	$	157,308	$	209,386	(4)	%	(28)	%

	Six Months Ended June 30,
	2023		2022		Change (%)
Non-interest expense:
Compensation and benefits	$	144,860	$	166,713	(13)	%
Marketing	50,820		116,577		(56)	%
Equipment and software	27,664		23,507		18	%
Depreciation and amortization	23,992		21,596		11	%
Professional services	19,032		28,544		(33)	%
Occupancy	8,994		12,228		(26)	%
Other non-interest expense	33,025		31,425		5	%
Total non-interest expense	$	308,387	$	400,590	(23)	%

Compensation and Benefits

Sequential: Compensation and benefits expense remained relatively flat for the second quarter of 2023 compared to the first quarter of 2023.

Year Over Year: Compensation and benefits expense decreased $13.6 million, or 16%, for the second quarter of 2023 compared to the same period in 2022. The decrease was primarily due to a decrease in headcount as a result of the cost reduction and reorganization plan we implemented in January 2023.

Six Months Over Six Months: Compensation and benefits expense decreased $21.9 million, or 13%, for the first half of 2023 compared to the same period in 2022. The decrease was primarily due to a decrease in headcount as a result of the cost reduction and reorganization plan we implemented in January 2023.

64

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Marketing

Sequential: Marketing expense decreased $2.9 million, or 11%, for the second quarter of 2023 compared to the first quarter of 2023. The decrease was primarily due to a decrease in variable marketing expenses based on lower origination volume.

Year Over Year: Marketing expense decreased $37.6 million, or 61%, for the second quarter of 2023 compared to the same period in 2022. The decrease was primarily due to a decrease in variable marketing expenses based on lower origination volume.

Six Months Over Six Months: Marketing expense decreased $65.8 million, or 56%, for the first half of 2023 compared to the same period in 2022. The decrease was primarily due to a decrease in variable marketing expenses based on lower origination volume.

Equipment and Software

Sequential: Equipment and software expense remained relatively flat for the second quarter of 2023 compared to the first quarter of 2023.

Year Over Year: Equipment and software expense increased $1.5 million, or 12%, for the second quarter of 2023 compared to the same period in 2022. The increase was primarily due to an increase in hosting fees and subscription costs.

Six Months Over Six Months: Equipment and software expense increased $4.2 million, or 18%, for the first half of 2023 compared to the same period in 2022. The increase was primarily due to an increase in hosting fees and subscription costs.

Depreciation and Amortization

Sequential: Depreciation and amortization expense decreased $0.7 million, or 6%, for the second quarter of 2023 compared to the first quarter of 2023. The decrease was primarily due to a decrease in the amortization of internally-developed software.

Year Over Year: Depreciation and amortization expense increased $1.1 million, or 10%, for the second quarter of 2023 compared to the same period in 2022. The increase was primarily due to an increase in purchased software and the amortization of internally-developed software.

Six Months Over Six Months: Depreciation and amortization expense increased $2.4 million, or 11%, for the first half of 2023 compared to the same period in 2022. The increase was primarily due to an increase in purchased software and the amortization of internally-developed software.

Professional Services

Sequential: Professional services increased $0.9 million, or 10%, for the second quarter of 2023 compared to the first quarter of 2023. The increase was primarily due to an increase in consulting fees.

Year Over Year: Professional services decreased $6.2 million, or 38%, for the second quarter of 2023 compared to the same period in 2022. The decrease was primarily due to a decrease in consulting fees.

65

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Six Months Over Six Months: Professional services decreased $9.5 million, or 33%, for the first half of 2023 compared to the same period in 2022. The decrease was primarily due to a decrease in consulting fees.

Occupancy

Sequential: Occupancy expense increased $0.4 million, or 9%, for the second quarter of 2023 compared to the first quarter of 2023. The increase was primarily due to an increase in variable lease costs.

Year Over Year: Occupancy expense decreased $1.5 million, or 25%, for the second quarter of 2023 compared to the same period in 2022. The decrease was primarily due to a decrease in rent expense.

Six Months Over Six Months: Occupancy expense decreased $3.2 million, or 26%, for the first half of 2023 compared to the same period in 2022. The decrease was primarily due to a decrease in rent expense.

Income Taxes

For the second quarter and first half of 2023, we recorded an income tax expense of $4.7 million and $8.8 million, representing an effective tax rate of 31.7% and 27.1%, respectively. The second quarter effective tax rate differs from the statutory rate as it was favorably affected by recurring items such as tax credits and was unfavorably affected by nondeductible portions of executive compensation. Additionally, the effective tax rate was unfavorably impacted by the discrete tax impact recognized during the period related to stock-based compensation. For the second quarter and first half of 2022, we recorded an income tax benefit of $132.0 million and $127.0 million, respectively. The income tax benefit for the second quarter and first half of 2022 was primarily due to the release of a $135.3 million valuation allowance against our deferred tax assets, partially offset by a $3.3 million state income tax expense.

As of June 30, 2023, we maintained a valuation allowance of $47.6 million related to net operating loss carryforwards (NOLs) and tax credit carryforwards. The realization and timing of any remaining state NOLs and tax credit carryforwards, based on the allocation of taxable income to the Parent, is uncertain and may expire before being utilized. Changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions are recorded as current period income tax expense or benefit.

Income taxes are recorded on a separate entity basis whereby each operating segment determines income tax expense or benefit as if it filed a separate tax return.

Segment Information

The Company defines operating segments to be components of the Company for which discrete financial information is evaluated regularly by the Company’s Chief Executive Officer and Chief Financial Officer to allocate resources and evaluate financial performance. This information is reviewed according to the legal organizational structure of the Company’s operations with products and services presented separately for the parent bank holding company and its wholly-owned subsidiary, LC Bank.

LendingClub Bank

The LC Bank operating segment represents the national bank legal entity and reflects post-Acquisition operating activities. This segment provides a full complement of financial products and solutions, including loans, leases and deposits. It originates loans to individuals and businesses, retains loans for investment, sells loans to investors and manages relationships with deposit holders.

66

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

LendingClub Corporation (Parent Only)

The LendingClub Corporation (Parent only) operating segment represents the holding company legal entity and predominately reflects the operations of the Company prior to the Acquisition. This activity includes, but is not limited to, servicing fee revenue for loans serviced prior to the Acquisition, and interest income and interest expense related to the Retail Program and Structured Program transactions entered into prior to the Acquisition.

Financial information for the segments is presented in the following tables:

	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Consolidated Total
	Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended June 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Non-interest income:
Marketplace revenue	$	62,006	$	191,087	$	7,772	$	11,167	$	13,005	$	4,130	$	82,783	$	206,384
Other non-interest income	21,743		20,041		2,431		3,914		(21,139)		(16,507)		3,035		7,448
Total non-interest income	83,749		211,128		10,203		15,081		(8,134)		(12,377)		85,818		213,832
Interest income:
Interest income	210,514		120,152		3,972		8,316		—		—		214,486		128,468
Interest expense	(66,546)		(6,213)		(1,288)		(6,029)		—		—		(67,834)		(12,242)
Net interest income	143,968		113,939		2,684		2,287		—		—		146,652		116,226
Total net revenue	227,717		325,067		12,887		17,368		(8,134)		(12,377)		232,470		330,058
Provision for credit losses	(66,611)		(70,566)		16		—		—		—		(66,595)		(70,566)
Non-interest expense	(142,563)		(196,636)		(16,650)		(25,127)		8,134		12,377		(151,079)		(209,386)
Income (Loss) before income tax benefit (expense)	18,543		57,865		(3,747)		(7,759)		—		—		14,796		50,106
Income tax benefit (expense)	(5,429)		(17,318)		743		85,864		—		63,408		(4,686)		131,954
Net income (loss)	$	13,114	$	40,547	$	(3,004)	$	78,105	$	—	$	63,408	$	10,110	$	182,060

67

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Consolidated Total
	Six Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Non-interest income:
Marketplace revenue	$	134,694	$	355,922	$	20,880	$	26,298	$	22,843	$	4,130	$	178,417	$	386,350
Other non-interest income	40,904		39,539		4,984		8,137		(39,497)		(30,337)		6,391		17,339
Total non-interest income	175,598		395,461		25,864		34,435		(16,654)		(26,207)		184,808		403,689
Interest income:
Interest income	408,844		219,975		8,055		20,146		—		—		416,899		240,121
Interest expense	(120,442)		(9,857)		(3,101)		(14,358)		—		—		(123,543)		(24,215)
Net interest income	288,402		210,118		4,954		5,788		—		—		293,356		215,906
Total net revenue	464,000		605,579		30,818		40,223		(16,654)		(26,207)		478,164		619,595
Provision for credit losses	(137,195)		(123,075)		16		—		—		—		(137,179)		(123,075)
Non-interest expense	(290,946)		(375,095)		(34,095)		(51,702)		16,654		26,207		(308,387)		(400,590)
Income (Loss) before income tax benefit (expense)	35,859		107,409		(3,261)		(11,479)		—		—		32,598		95,930
Income tax benefit (expense)	(9,685)		(29,673)		863		103,591		—		53,048		(8,822)		126,966
Net income (loss)	$	26,174	$	77,736	$	(2,398)	$	92,112	$	—	$	53,048	$	23,776	$	222,896

The material drivers and trends of the financial results of the segments presented above for the second quarter and first half of 2023 compared to the first quarter of 2023 and second quarter and first half of 2022 are consistent with those provided on a consolidated basis in "Results of Operations."

Non-GAAP Financial Measures

To supplement our financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: Pre-Provision Net Revenue (PPNR), Net Income Excluding Income Tax Benefit, Diluted EPS Excluding Income Tax Benefit, and Tangible Book Value (TBV) Per Common Share. Our non-GAAP financial measures do have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP.

We believe these non-GAAP financial measures provide management and investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and enable comparison of our financial results with other public companies.

We believe PPNR, Net Income Excluding Income Tax Benefit and Diluted EPS Excluding Income Tax Benefit are important measures because they reflect the underlying financial performance of our business operations. PPNR is a non-GAAP financial measure calculated by subtracting the provision for credit losses and income tax benefit/expense from net income. Net Income Excluding Income Tax Benefit adjusts for the release of a deferred tax asset valuation allowance in 2022. Diluted EPS Excluding Income Tax Benefit is a non-GAAP financial measure calculated by dividing Net Income Excluding Income Tax Benefit by the weighted-average diluted common shares outstanding.

68

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

We believe TBV Per Common Share is an important measure used to evaluate the Company’s use of equity. TBV Per Common Share is a non-GAAP financial measure representing the book value of common equity reduced by goodwill and intangible assets, divided by ending number of common shares issued and outstanding.

The following tables provide a reconciliation of PPNR to the nearest GAAP measure:

	Three Months Ended						Six Months Ended
	June 30, 2023		March 31, 2023		June 30, 2022		June 30, 2023		June 30, 2022
GAAP Net income	$	10,110	$	13,666	$	182,060	$	23,776	$	222,896
Less: Provision for credit losses	(66,595)		(70,584)		(70,566)		(137,179)		(123,075)
Less: Income tax benefit (expense)	(4,686)		(4,136)		131,954		(8,822)		126,966
Pre-provision net revenue	$	81,391	$	88,386	$	120,672	$	169,777	$	219,005

	Three Months Ended						Six Months Ended
	June 30, 2023		March 31, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Non-interest income	$	85,818	$	98,990	$	213,832	$	184,808	$	403,689
Net interest income	146,652		146,704		116,226		293,356		215,906
Total net revenue	232,470		245,694		330,058		478,164		619,595
Non-interest expense	(151,079)		(157,308)		(209,386)		(308,387)		(400,590)
Pre-provision net revenue	81,391		88,386		120,672		169,777		219,005
Provision for credit losses	(66,595)		(70,584)		(70,566)		(137,179)		(123,075)
Income before income tax benefit (expense)	14,796		17,802		50,106		32,598		95,930
Income tax benefit (expense)	(4,686)		(4,136)		131,954		(8,822)		126,966
GAAP Net income	$	10,110	$	13,666	$	182,060	$	23,776	$	222,896

The following table provides a reconciliation of Net Income Excluding Income Tax Benefit and Diluted EPS Excluding Income Tax Benefit to the nearest GAAP measures:

		As of and For The Three Months Ended						As of and For The Six Months Ended
		June 30, 2023		March 31, 2023		June 30, 2022		June 30, 2023		June 30, 2022
GAAP Net income		$	10,110	$	13,666	$	182,060	$	23,776	$	222,896
Income tax benefit from release of tax valuation allowance		—		—		135,300		—		135,300
Net income excluding income tax benefit		$	10,110	$	13,666	$	46,760	$	23,776	$	87,596
GAAP Diluted EPS – common stockholders		$	0.09	$	0.13	$	1.73	$	0.22	$	2.13
(A)	Income tax benefit from release of tax valuation allowance	N/A		N/A		$	135,300	N/A		$	135,300
(B)	Weighted-average common shares – Diluted	N/A		N/A		105,042,626		N/A		104,644,825
(A/B)	Diluted EPS impact of income tax benefit	N/A		N/A		$	1.28	N/A		$	1.28
Diluted EPS excluding income tax benefit		$	0.09	$	0.13	$	0.45	$	0.22	$	0.85

N/A – Not applicable

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LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

The following table provides a reconciliation of TBV Per Common Share to the nearest GAAP measure:

As of	June 30, 2023		March 31, 2023		June 30, 2022
GAAP common equity	$	1,205,523	$	1,190,742	$	1,079,117
Less: Goodwill	(75,717)		(75,717)		(75,717)
Less: Intangible assets	(14,167)		(15,201)		(18,690)
Tangible common equity	$	1,115,639	$	1,099,824	$	984,710
Book value per common share
GAAP common equity	$	1,205,523	$	1,190,742	$	1,079,117
Common shares issued and outstanding	108,694,120		107,460,734		103,630,776
Book value per common share	$	11.09	$	11.08	$	10.41
Tangible book value per common share
Tangible common equity	$	1,115,639	$	1,099,824	$	984,710
Common shares issued and outstanding	108,694,120		107,460,734		103,630,776
Tangible book value per common share	$	10.26	$	10.23	$	9.50

Supervision and Regulatory Environment

We are subject to periodic exams, investigations, inquiries or requests, enforcement actions and other proceedings from federal and state regulatory agencies, including the federal banking regulators that directly regulate the Company and/or LC Bank. Further, we are subject to claims, individual and class action lawsuits, and lawsuits alleging regulatory violations. The number and/or significance of these exams, investigations, inquiries, requests, proceedings, claims and lawsuits have been increasing since the Acquisition in part because our products and services increased in scope and in part because we became a bank holding company operating a national bank. Although historically the Company has generally resolved these matters in a manner that was not materially adverse to its financial results or business operations, no assurance can be given as to the timing, outcome or consequences of any of these matters in the future.

Regulatory Actions Taken in Relation to COVID-19

Regulators and government officials at the federal government level and in states across the country have issued orders, passed laws or otherwise issued guidance in connection with COVID-19. Some of these orders and laws have placed restrictions on debt collection activity, all or certain types of communications with delinquent borrowers or others, required that borrowers be allowed to defer payments on outstanding debt, governed credit reporting and the use of credit reporting, and placed certain restrictions and requirements on operations in the workplace. We have taken steps to monitor regulatory developments relating to COVID-19 and to comply with orders and laws applicable to our business. Although many of the orders, laws or guidance related to COVID-19 have since reverted, it is possible that additional orders, laws, or regulatory guidance may still be issued. We are not able to predict the extent of the impact on our business from any regulatory activity relating to or resulting from COVID-19.

Federal Banking Regulator Supervision

Since the Acquisition, we are subject to supervision, regulation, examination and enforcement by multiple federal banking regulatory bodies. Specifically, as a bank holding company, the Company is subject to ongoing and comprehensive supervision, regulation, examination and enforcement by the Board of Governors of the Federal

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Reserve System (FRB). Further, as a national bank, LC Bank is subject to ongoing and comprehensive supervision, regulation, examination and enforcement by the OCC. Accordingly, we have been and continue to invest in regulatory compliance and be subject to certain parameters, obligations and/or limitations set forth by the banking regulations and regulators with respect to the operation of our business.

Consequences

If we are found to not have complied with applicable laws, regulations or requirements, we could: (i) lose one or more of our licenses or authorizations, (ii) become subject to a consent order or administrative enforcement action, (iii) face lawsuits (including class action lawsuits), sanctions, penalties, or other monetary losses due to judgments, orders, or settlements, (iv) be in breach of certain contracts, which may void or cancel such contracts, (v) decide or be compelled to modify or suspend certain of our business practices, (vi) be unable to execute on certain Company initiatives, or (vii) be required to obtain a license in such jurisdiction, which may have an adverse effect on our ability to operate and/or evolve our lending marketplace and other products and/or services; any of which may harm our business or financial results.

See “Part I – Item 1. Business – Regulation and Supervision,” “Part I – Item 1A. Risk Factors – Risks Related to Regulation, Supervision and Compliance,” and “Part I – Item 1A. Risk Factors – Risks Related to Operating Our Business” in our Annual Report for further discussion regarding our supervision and regulatory environment.

Capital Management

The prudent management of capital is fundamental to the successful achievement of our business initiatives. We actively review capital through a process that continuously assesses and monitors the Company’s overall capital adequacy. Our objective is to maintain capital at an amount commensurate with our risk profile and risk tolerance objectives, and to meet both regulatory and market expectations.

The formation of LC Bank as a nationally chartered association and the organization of the Company as a bank holding company subjects us to various capital adequacy guidelines issued by the OCC and the FRB, including the requirement to maintain regulatory capital ratios in accordance with the Basel Committee on Banking Supervision standardized approach for U.S. banking organizations (U.S. Basel III). As a U.S. Basel III standardized approach institution, we selected the one-time election to opt-out of the requirements to include all the components of accumulated other comprehensive income included in common stockholder’s equity. The minimum capital requirements under the U.S. Basel III capital framework are: a CET1 risk-based capital ratio of 4.5%, a Tier 1 risk-based capital ratio of 6.0%, a total risk-based capital ratio of 8.0%, and a Tier 1 leverage ratio of 4.0%. Additionally, a Capital Conservation Buffer (CCB) of 2.5% must be maintained above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases, and certain discretionary bonus payments. In addition to these guidelines, the banking regulators may require a banking organization to maintain capital at levels higher than the minimum ratios prescribed under the U.S. Basel III capital framework. In this regard, and unless otherwise directed by the FRB and the OCC, we have made commitments for the Company and LC Bank (until February 2024) to maintain a CET1 risk-based capital ratio of 11.0%, a Tier 1 risk-based capital ratio above 11.0%, a total risk-based capital ratio above 13.0%, and a Tier 1 leverage ratio of 11.0%. See “Part I – Item 1. Business – Regulation and Supervision – Regulatory Capital Requirements and Prompt Corrective Action” in our Annual Report and “Notes to Condensed Consolidated Financial Statements – Note 18. Regulatory Requirements” in this Report for additional information.

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LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

The following table summarizes the Company’s regulatory capital amounts (in millions) and ratios:

	June 30, 2023				December 31, 2022				Required Minimum plus Required CCB for Non-Leverage Ratios
LendingClub	Amount		Ratio		Amount		Ratio
CET1 capital (1)	$	1,053.5	16.1	%	$	1,005.8	15.8	%	7.0	%
Tier 1 capital	$	1,053.5	16.1	%	$	1,005.8	15.8	%	8.5	%
Total capital	$	1,138.3	17.4	%	$	1,088.1	17.1	%	10.5	%
Tier 1 leverage	$	1,053.5	12.4	%	$	1,005.8	14.1	%	4.0	%
Risk-weighted assets	$	6,526.5	N/A		$	6,360.7	N/A		N/A
Quarterly adjusted average assets	$	8,522.6	N/A		$	7,119.0	N/A		N/A

N/A – Not applicable

(1)    Consists of common stockholders’ equity as defined under U.S. GAAP and certain adjustments made in accordance with regulatory capital guidelines, including the addition of the CECL transitional benefit and deductions for goodwill and other intangible assets.

The following table summarizes LC Bank’s regulatory capital amounts (in millions) and ratios:

LendingClub Bank	June 30, 2023				December 31, 2022				Required Minimum plus Required CCB for Non-Leverage Ratios
	Amount		Ratio		Amount		Ratio
CET1 capital (1)	$	939.3	14.7	%	$	852.2	13.8	%	7.0	%
Tier 1 capital	$	939.3	14.7	%	$	852.2	13.8	%	8.5	%
Total capital	$	1,022.6	16.0	%	$	932.4	15.1	%	10.5	%
Tier 1 leverage	$	939.3	11.3	%	$	852.2	12.5	%	4.0	%
Risk-weighted assets	$	6,406.5	N/A		$	6,194.0	N/A		N/A
Quarterly adjusted average assets	$	8,300.0	N/A		$	6,795.2	N/A		N/A

N/A – Not applicable

(1)    Consists of common stockholders’ equity as defined under U.S. GAAP and certain adjustments made in accordance with regulatory capital guidelines, including the addition of the CECL transitional benefit and deductions for goodwill and other intangible assets.

The higher risk-based capital ratios for the Company reflect generally lower risk-weights for assets held by LendingClub Corporation as compared with LC Bank.

In response to the COVID-19 pandemic, the FRB, OCC, and FDIC adopted a final rule related to the regulatory capital treatment of the allowance for credit losses under CECL. As permitted by the rule, the Company elected to delay the estimated impact of CECL on regulatory capital resulting in a capital benefit of $35 million at December 31, 2021. This benefit is phased out over a three-year transition period that commenced on January 1, 2022 at a rate of 25% each year through January 1, 2025.

Liquidity

We manage liquidity to meet our cash flow and collateral obligations in a timely manner at a reasonable cost. We must maintain operating liquidity to meet our expected daily and forecasted cash flow requirements, as well as contingent liquidity to meet unexpected funding requirements.

As our primary business at LC Bank involves taking deposits and originating loans, a key role of liquidity management is to ensure that customers have timely access to funds from deposits and for loans. Liquidity

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

management also involves maintaining sufficient liquidity to repay borrowings, pay operating expenses and support extraordinary funding requirements when necessary.

LendingClub Bank Liquidity

The following table summarizes LC Bank’s primary sources of short-term liquidity as of the periods presented:

	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	1,176,563	$	1,020,874
Securities available for sale (1)	$	362,675	$	329,287
Deposits	$	6,897,220	$	6,420,827
Available borrowing capacity:
FHLB of Des Moines borrowing capacity (2)	$	427,877	$	414,528
FRB Discount Window borrowing capacity (3)	$	3,674,308	$	191,021
Total available borrowing capacity	$	4,102,185	$	605,549

(1)    Excludes illiquid securities available for sale.

(2)    Includes both loans and securities available for sale pledged as collateral.

(3)    During the second quarter of 2023, LC Bank’s available borrowing capacity under the FRB Discount Window increased upon including its unsecured personal loan portfolio among the loans pledged as collateral.

The primary uses of LC Bank liquidity include the funding/acquisition of loans and securities purchases; withdrawals, maturities and the payment of interest on deposits; compensation and benefits expense; taxes; capital expenditures, including internally developed software, leasehold improvements and computer equipment; and costs associated with the continued development and support of our online lending marketplace platform.

Net capital expenditures were $32.3 million, or 7.0% of total net revenue, and $37.4 million, or 6.2% of total net revenue, for the first halves of 2023 and 2022, respectively. Capital expenditures in 2023 are expected to be approximately $65 million, primarily related to costs associated with the continued development and support of our online lending marketplace platform, including regulatory compliance costs.

LendingClub Holding Company Liquidity

The primary source of liquidity at the holding company is $74.6 million and $56.5 million in cash and cash equivalents as of June 30, 2023 and December 31, 2022, respectively. Additionally, the holding company has the ability to access the capital markets through additional registrations and public equity offerings.

Uses of cash at the holding company include the routine cash flow requirements as a bank holding company, such as interest and expenses (including those associated with our office leases), the needs of LC Bank for additional equity and, as required, its need for debt financing and support for extraordinary funding requirements when necessary.

Factors Impacting Liquidity

The Company’s liquidity could be adversely impacted by deteriorating financial and market conditions, the inability or unwillingness of a creditor to provide funding, an idiosyncratic event (e.g., a major loss, causing a perceived or actual deterioration in its financial condition), an adverse systemic event (e.g., default or bankruptcy of a significant capital markets participant), or others.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

We believe, based on our projections, that our cash on hand, liquid AFS securities, available borrowing capacity, and cash flow from operations are sufficient to meet our liquidity needs for the next twelve months, as well as beyond the next twelve months. See “Item 1. Financial Statements – Condensed Consolidated Statements of Cash Flows” for additional detail regarding our cash flows.

Market Risk

Market risk represents the risk of potential losses arising from changes in interest rates, foreign exchange rates, equity prices, commodity prices, and/or other relevant market rates or prices. The primary market risk to which we are exposed is interest rate risk. Interest rate risk arises from financial instruments including loans, securities and borrowings, all entered into for purposes other than trading.

Interest Rate Sensitivity

LendingClub Bank

Our net interest income is affected by changes in the level of interest rates, the impact of interest rate fluctuations on asset prepayments, and the level and composition of deposits and liabilities, among other factors.

Loans HFI at LC Bank are funded primarily through our deposit base. The majority of loans HFI are fixed-rate instruments over the term of the loans. As a result, the primary component of interest rate risk on our financial instruments at LC Bank arises from the impact of fluctuations in loan and deposit rates on our net interest income. Therefore, we use a sensitivity analysis to assess the impact of hypothetical changes in interest rates on our net interest income results. The outcome of the analysis is influenced by a variety of assumptions, including the maturity profile and prepayment level of our unsecured consumer loans and expected consumer responses to changes in rates paid on non-maturity deposit products. Our assumptions are periodically calibrated to observed data and/or expected outcomes.

The following table presents the change in projected net interest income for the next twelve months due to a hypothetical instantaneous parallel change in interest rates relative to current rates:

	June 30, 2023		December 31, 2022
Instantaneous Change in Interest Rates:
+ 200 basis points	(9.1)	%	(6.9)	%
+ 100 basis points	(4.4)	%	(3.3)	%
– 100 basis points	2.7	%	1.9	%
– 200 basis points	5.1	%	3.5	%

As illustrated in the table above, net interest income is projected to decrease over the next twelve months during hypothetical rising interest rate environments primarily as a result of higher rates paid on interest-bearing deposits, partially offset by higher rates earned on new loans, investment purchases, and cash and cash equivalents. Conversely, net interest income is projected to increase over the next twelve months during hypothetical declining interest rate environments. The increase in sensitivity as of June 30, 2023 relative to December 31, 2022 is primarily due to the composition of our loans and deposits. Furthermore, during fluctuating interest rate environments, the increased sensitivity of repricing interest-bearing deposits is more impactful than that of repricing fixed rate loans.

Although we believe that these measurements provide an estimate of our interest rate sensitivity, they do not account for potential changes in credit quality, balance sheet mix, size of our balance sheet, or other business developments that could affect net income. Actual results could differ materially from the estimated outcomes of our simulations.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

For additional details regarding maturities of loans and leases HFI, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk” in our Annual Report.

For the contractual maturities and weighted-average yields on the Company’s AFS securities portfolio, see “Notes to Condensed Consolidated Financial Statements – Note 4. Securities Available for Sale.”

LendingClub Holding Company

At the holding company level, we continue to measure interest rate sensitivity by evaluating the change in fair value of certain assets and liabilities due to a hypothetical change in interest rates. Principal payments on our loans HFI continue to reduce the outstanding balance of this portfolio, and, as a result, the fair value impact from changes in interest rates continues to diminish.

Contingencies

For a comprehensive discussion of contingencies as of June 30, 2023, see “Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 17. Commitments and Contingencies.”

Critical Accounting Estimates

Certain of the Company’s accounting policies that involve a higher degree of judgment and complexity are discussed in “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” in our Annual Report. There have been no significant changes to these critical accounting estimates during the first half of 2023.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a comprehensive discussion regarding quantitative and qualitative disclosures about market risk, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk.”

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2023. In designing and evaluating its disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance, not absolute assurance, of achieving the desired control objectives, and is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures as of June 30, 2023, were designed and functioned effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the second quarter of 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a comprehensive discussion of legal proceedings, see “Part I. Financial Information – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 17. Commitments and Contingencies – Legal,” which is incorporated herein by reference.

Item 1A. Risk Factors

The risks described in “Part I – Item 1A. Risk Factors” in our Annual Report, could materially and adversely affect our business, financial condition, operating results and prospects, and the trading price of our common stock could decline. While we believe the risks and uncertainties described therein include all material risks currently known by us, it is possible that these may not be the only ones we face. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. The Risk Factors section of our Annual Report remains current in all material respects, with the exception of the below.

The current economic environment, including a potential recession and the resumption of Federal student loan payments, could negatively affect our business and operating results.

The U.S. economy is undergoing a period of rapid change and significant uncertainty. A number of factors are causing this change and uncertainty, including elevated inflation, increasing interest rates, evolving government

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policies and changing U.S. consumer spending patterns. Inflation reached a 40-year high of 9.1% in June 2022, and the annual inflation rate for the U.S. was 6.5% for the twelve months ended December 31, 2022. In response to elevated inflation, the FRB increased interest rates eleven times since early 2022, from a federal funds rate range of 0.00% to 0.25% in early 2022 to 5.25% to 5.50% as of July 2023, and has indicated that it will conduct additional rate increases as it deems necessary to combat inflation. The increases in, and uncertainty with respect to, inflation and interest rates are changing lending and spending patterns, and thereby prompting fears that the U.S. is currently experiencing or will soon experience an economic downturn or prolonged period of slow economic growth.

Our business is sensitive to, and may be adversely impacted by, the current inflation and interest rate environment. Among other things, as inflation and interest rates are elevated: (i) existing borrowers may allocate more of their income to necessities such as housing and food, thereby potentially increasing their risk of default by reducing their ability to make loan payments, (ii) the rate we offer on our deposit products will increase to remain competitive, thereby increasing our cost of funding and reducing our net interest margin, (iii) the return our loan products generate may be less attractive relative to other investment options, thereby reducing platform investor demand in our loan products, and (iv) we may need to increase interest rates and/or tighten credit standards for new originations, thereby potentially making it more challenging to source enough interested and qualified borrowers to enable sufficient origination volume. Further, the pace of recent increases in inflation and interest rates creates unique challenges in our ability to operate our business. For example, the rapid increase in interest rates has quickly increased the cost of capital for our non-bank platform investors and thereby increased their return expectations. However, because our consumer loans are fixed interest rate products, we are unable to re-price existing loans and, with respect to new originations, we need to re-price methodically to remain competitive and mitigate the adverse impacts of doing so. Therefore, until the pace of interest rate environment stabilizes, we may be challenged to fully meet the return expectations for certain of our platform investors which may adversely impact our marketplace volume and related revenue.

In addition, changes in, and uncertainty with respect to, government policies in response to the current economic climate may adversely impact our business. For example, in response to the COVID-19 pandemic, in March 2020 the U.S. Department of Education implemented a student loan relief program which included a suspension of: (i) federal loan payments, (ii) interest rate accrual and (iii) collections on defaulted loans (collectively, the Student Loan Forbearance Program). However, in connection with a recent agreement to raise the borrowing capacity of the Federal government, the Student Loan Forbearance Program is expected to lapse and payments and interest accruals are expected to resume by September 2023 (collectively, the Student Loan Payment Resumption).

We are monitoring the Student Loan Payment Resumption and currently believe that its impact on our loan performance should be muted because of: (i) the 12-month “on ramp” period announced by the U.S. Department of Education over which federal student loan borrowers can resume their student loan payments without being considered delinquent, reported to credit bureaus, placed in default or referred to debt collection agencies, (ii) hardship programs from the government and LendingClub, (iii) initiatives to proactively inform our borrowers impacted by the Student Loan Payment Resumption of their payment obligations and available hardship programs, and (iv) our expectation that certain borrowers may prioritize other debt payments, including personal loans, over the repayment of student loans. Further, in anticipation of the potential impact of the Student Loan Payment Resumption, we began undertaking certain changes to our underwriting standards in 2022 that were intended to proactively incorporate the potential impact of the Federal Student Loan Resumption on the credit profile of loan applicants. However, the Student Loan Payment Resumption is unprecedented and therefore its impact is inherently uncertain and there can be no assurance that the factors listed above will materialize or mute the impact of the Student Loan Payment Resumption on our loan performance. We estimate that approximately 20% of the current outstanding unpaid principal balance on LendingClub loans is held by borrowers that have federal student loan payments that will resume pursuant to the Student Loan Payment Resumption. It is possible that the Federal Student Loan Resumption may reduce the ability of these borrowers to make other payments and thereby potentially increase their risk of default on their LendingClub loan(s). It is also possible that the Federal government may extend the Student Loan Forbearance Program or implement or leverage another program to mitigate the impact of the Student Loan Payment Resumption.

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Finally, an economic downturn or recession could increase the risk of borrower default, reduce investor participation on our marketplace bank platform, cause us to change, postpone or cancel our strategic initiatives, or otherwise negatively affect our business, financial condition and results of operations.

The current economic environment, and its impact, may also have the effect of heightening many of the other risks described in “Item 1A. Risk Factors” and elsewhere in our Annual Report, such as our exposure to the credit and default risk of borrowers, maintaining and increasing loan originations, maintaining our deposit base and retaining our platform investors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the second quarter of 2023, none of the Company’s directors or executive officers adopted or terminated 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.”

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Item 6. Exhibits

Exhibit Index

The exhibits noted in the accompanying Exhibit Index are filed or incorporated by reference as a part of this Report and such Exhibit Index is incorporated herein by reference.

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
3.1	Restated Certificate of Incorporation of LendingClub Corporation	8-K	000-54752	3.1	December 16, 2014
3.2	Certificate of Amendment of Restated Certificate of Incorporation of LendingClub Corporation, effective July 5, 2019	10-Q	001-36771	3.1	August 7, 2019
3.3	Second Certificate of Amendment of Restated Certificate of Incorporation of LendingClub Corporation, effective June 7, 2022	8-K	001-36771	3.1	June 7, 2022
3.4	Amended and Restated Bylaws of the Company, effective March 22, 2018	8-K/A	001-36771	3.1	June 22, 2018
10.1	2014 Equity Incentive Plan, as amended and restated on June 8, 2023, and forms of award agreements thereunder					X
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
101.INS	XBRL Instance Document‡					X
101.SCH	XBRL Taxonomy Extension Schema Document					X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase					X
101.DEF	XBRL Taxonomy Extension Definition Linkbase					X
101.LAB	XBRL Taxonomy Extension Label Linkbase					X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase					X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

‡    The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		LENDINGCLUB CORPORATION
		(Registrant)
Date:	July 31, 2023	/s/ SCOTT SANBORN
		Scott Sanborn
		Chief Executive Officer
Date:	July 31, 2023	/s/ ANDREW LABENNE
		Andrew LaBenne
		Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

LENDINGCLUB CORPORATION

2014 EQUITY INCENTIVE PLAN

As Amended and Restated on June 8, 2023

1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents and Subsidiaries that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. Capitalized terms not defined elsewhere in the text are defined in Section 28.

2. SHARES SUBJECT TO THE PLAN.

2.1. Number of Shares Available. Subject to Sections 2.6 and 21 and any other applicable provisions hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is seven million (7,000,000) Shares, plus (i) any reserved shares not issued or subject to outstanding grants under the Company’s 2007 Stock Incentive Plan (the “Prior Plan”) on the Effective Date (as defined below), (ii) shares that are subject to stock options or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (iii) shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (iv) shares issued under the Prior Plan that are repurchased by the Company at the original issue price and (v) shares that are subject to stock options or other awards under the Prior Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award.

2.2. Lapsed, Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof.

2.3. Minimum Share Reserve. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required to satisfy the requirements of all outstanding Awards granted under this Plan.

2.4. Automatic Share Reserve Increase. The number of Shares available for grant and issuance under the Plan shall be automatically increased January 1 of each of the calendar years 2015 through 2023, by the lesser of (i) five percent (5%) of the number of shares of Common Stock and Common Stock equivalents (including options, RSUs, warrants and the pool of available Shares under the Plan) issued and outstanding on each December 31 immediately prior to the date of increase or (ii) such number of Shares determined by the Board.

2.5. Limitations. No more than seventy million (70,000,000) Shares shall be issued pursuant to the exercise of ISOs.

2.6. Adjustment of Shares. If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company,

without consideration, then (a) the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, (b) the Exercise Prices of and number of Shares subject to outstanding Options and SARs, (c) the number of Shares subject to other outstanding Awards, (d) the maximum number of shares that may be issued as ISOs set forth in Section 2.5, and (e) the maximum number of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth in Section 3 or to a Non-Employee Director in Section 12 shall be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided that fractions of a Share will not be issued.

3. ELIGIBILITY. ISOs may be granted only to eligible Employees. All other Awards may be granted to Employees, Consultants, Directors and Non-Employee Directors; provided such Consultants, Directors and Non-Employee Directors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction.

4. ADMINISTRATION.

4.1. Committee Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan, except, however, the Board shall establish the terms for the grant of an Award to Non-Employee Directors. The Committee will have the authority to:

(a) construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;

(b) prescribe, amend and rescind rules and regulations relating to this Plan or any Award;

(c) select persons to receive Awards;

(d) determine the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may vest and be exercised (which may be based on performance criteria) or settled, any vesting acceleration or waiver of forfeiture restrictions, the method to satisfy tax withholding obligations or any other tax liability legally due, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Committee will determine;

(e) determine the number of Shares or other consideration subject to Awards;

(f) determine the Fair Market Value and interpret the applicable provisions of this Plan and the definition of Fair Market Value in connection with circumstances that impact the Fair Market Value, if necessary;

(g) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;

(h) grant waivers of Plan or Award conditions;

(i) determine the vesting, exercisability and payment of Awards;

(j) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;

(k) determine whether an Award has been earned;

(l) determine the terms and conditions of any, and to institute any Exchange Program;

(m) reduce or waive any criteria with respect to Performance Factors;

(n) adjust Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships provided that such adjustments are consistent with the regulations promulgated under Section 162(m) of the Code with respect to persons whose compensation is subject to Section 162(m) of the Code;

(o) adopt terms and conditions, rules and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and administration of the Plan to accommodate requirements of local law and procedures outside of the United States;

(p) make all other determinations necessary or advisable for the administration of this Plan; and

(q) delegate any of the foregoing to a subcommittee consisting of one or more executive officers pursuant to a specific delegation as permitted by applicable law, including Section 157(c) of the Delaware General Corporation Law.

4.2. Committee Interpretation and Discretion. Any determination made by the Committee with respect to any Award shall be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination shall be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement shall be submitted by the Participant or Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and the Participant. The Committee may delegate to one or more executive officers the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution shall be final and binding on the Company and the Participant.

4.3. Section 162(m) of the Code and Section 16 of the Exchange Act. When necessary or desirable for an Award to qualify as “performance-based compensation” under Section 162(m) of the Code the Committee shall include at least two persons who are “outside directors” (as defined under Section 162(m) of the Code) and at least two (or a majority if more than two then serve on the Committee) such “outside directors” shall approve the grant of such Award and timely determine (as applicable) the Performance Period and any Performance Factors upon which vesting or settlement of any portion of such Award is to be subject. When required by Section 162(m) of the Code, prior to settlement of any such Award at least two (or a majority if more than two then serve on the Committee) such “outside directors” then serving on the Committee shall determine and certify in writing the extent to which such Performance Factors have been timely achieved and the extent to which the Shares subject to such Award have thereby been earned. Awards granted to Participants who are subject to Section 16 of the Exchange Act must be approved by a committee consisting solely of two or more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act). With respect to Participants whose compensation is subject to Section 162(m) of the Code, and provided that such adjustments are consistent with the regulations promulgated under Section 162(m) of the Code, the Committee may adjust the performance goals to account for changes in law and accounting and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships, including without limitation (i) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (iii) a change in accounting standards required by generally accepted accounting principles.

4.4. Documentation. The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by, a Participant or any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.

4.5. Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws and practices in other countries in which the Company and its Subsidiaries and Affiliates operate or have employees or other individuals eligible for Awards, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries and Affiliates shall be covered by the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan which may include individuals who provide services to the Company, Subsidiary or Affiliate under an agreement with a foreign nation or agency; (iii) modify the terms and conditions of any Award granted to individuals outside the United States or foreign nationals to comply with applicable foreign laws, policies, customs and practices; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 2.1 hereof; and (v) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, or any other applicable law.

4.6. Acceleration of Vesting. After an Award is granted, the Committee may only accelerate the vesting requirements of the Award pursuant to the terms of or in connection with a Corporate Transaction (as specified in Section 21 of the Plan) or if the Participant’s Service terminates for any reason except for Cause.

5. OPTIONS. An Option is the right but not the obligation to purchase a Share, subject to certain conditions, if applicable. The Committee may grant Options to eligible Employees, Consultants and Directors and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NSOs”), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and all other terms and conditions of the Option, subject to the following:

5.1. Option Grant. Each Option granted under this Plan will identify the Option as an ISO or an NSO. An Option may be, but need not be, awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for each Option; and (y) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to Options that are subject to different performance goals and other criteria.

5.2. Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, or a specified future date. The Award Agreement will be delivered to the Participant within a reasonable time after the granting of the Option.

5.3. Exercise Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a person who, at the time the ISO is granted, directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary of the Company (“Ten Percent Stockholder”) will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.

5.4. Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted; provided that: (i) the Exercise Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value

of the Shares on the date of grant and (ii) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 11 and the Award Agreement and in accordance with any procedures established by the Company.

5.5. Method of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Committee may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Committee and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 2.6 of the Plan. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(a) Termination of Service. If the Participant’s Service terminates for any reason except for Cause or the Participant’s death or Disability, then the Participant may exercise such Participant’s Options only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates no later than ninety (90) days after the date Participant’s Service terminates (or such shorter or longer time period as may be determined by the Committee, with any exercise beyond three (3) months after the date Participant’s Service terminates deemed to be the exercise of an NSO), but in any event no later than the expiration date of the Options.

(b) Death. If the Participant’s Service terminates because of the Participant’s death (or the Participant dies within ninety (90) days after Participant’s Service terminates other than for Cause or because of the Participant’s Disability), then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates and must be exercised by the Participant’s legal representative, or authorized assignee, no later than twelve (12) months after the date Participant’s Service terminates (or such shorter or longer time period as may be determined by the Committee), but in any event no later than the expiration date of the Options.

(c) Disability. If the Participant’s Service terminates because of the Participant’s Disability, then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates and must be exercised by the Participant (or the Participant’s legal representative or authorized assignee) no later than twelve (12) months after the date Participant’s Service terminates (with any exercise beyond (a) three (3) months after the date Participant’s employment terminates when the termination of Service is for a Disability that is not a “permanent and total disability” as defined in Section 22(e)(3) of the Code, or (b) twelve (12) months after the date Participant’s employment terminates when the termination of Service is for a Disability that is a “permanent and total disability” as defined in Section 22(e)(3) of the Code, deemed to be exercise of an NSO), but in any event no later than the expiration date of the Options.

(d) Cause. If the Participant is terminated for Cause, then Participant’s Options shall expire on such Participant’s date of termination of Service, or at such later time and on such conditions as are determined by the Committee, but in any event no later than the expiration date of the Options. Unless otherwise provided in the Award Agreement, Cause shall have the meaning set forth in the Plan.

5.6. Limitations on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it is then exercisable.

5.7. Limitations on ISOs. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with respect to which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as NSOs. For purposes of this Section 5.7, ISOs will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.

5.8. Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 18 of this Plan, by written notice to affected Participants, the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants; provided, however, that the Exercise Price may not be reduced below the Fair Market Value on the date the action is taken to reduce the Exercise Price.

5.9. No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.

6. RESTRICTED STOCK AWARDS. A Restricted Stock Award is an offer by the Company to sell to an eligible Employee, Consultant, or Director Shares that are subject to restrictions (“Restricted Stock”). The Committee will determine to whom an offer will be made, the number of Shares the Participant may purchase, the Purchase Price, the restrictions under which the Shares will be subject and all other terms and conditions of the Restricted Stock Award, subject to the Plan.

6.1. Restricted Stock Purchase Agreement. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement. Except as may otherwise be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to the Company an Award Agreement with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement was delivered to the Participant. If the Participant does not accept such Award within thirty (30) days, then the offer of such Restricted Stock Award will terminate, unless the Committee determines otherwise.

6.2. Purchase Price. The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair Market Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section 11 of the Plan, and the Award Agreement and in accordance with any procedures established by the Company.

6.3. Terms of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are required by law. These restrictions may be based on completion of a specified number of years of service with the Company or upon completion of Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s Award Agreement. Prior to the grant of a Restricted Stock Award, the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Restricted Stock Award; (b) select from among the

Performance Factors to be used to measure performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods and having different performance goals and other criteria.

6.4. Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

7. STOCK BONUS AWARDS. A Stock Bonus Award is an award to an eligible Employee, Consultant, or Director of Shares for Services to be rendered or for past Services already rendered to the Company or any Parent or Subsidiary. All Stock Bonus Awards shall be made pursuant to an Award Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.

7.1. Terms of Stock Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock Bonus Award and any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service with the Company or upon satisfaction of performance goals based on Performance Factors during any Performance Period as set out in advance in the Participant’s Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Stock Bonus Award; (b) select from among the Performance Factors to be used to measure performance goals; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock Bonus Awards that are subject to different Performance Periods and different performance goals and other criteria.

7.2. Form of Payment to Participant. Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee.

7.3. Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

8. STOCK APPRECIATION RIGHTS. A Stock Appreciation Right (“SAR”) is an award to an eligible Employee, Consultant, or Director that may be settled in cash, or Shares (which may consist of Restricted Stock), having a value equal to (a) the difference between the Fair Market Value on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs shall be made pursuant to an Award Agreement.

8.1. Terms of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement of the SAR; and (d) the effect of the Participant’s termination of Service on each SAR. The Exercise Price of the SAR will be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value. A SAR may be awarded upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for each SAR; and (y) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to SARs that are subject to different Performance Factors and other criteria.

8.2. Exercise Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement shall set

forth the expiration date; provided that no SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s Service terminates (unless determined otherwise by the Committee). Notwithstanding the foregoing, the rules of Section 5.6 also will apply to SARs.

8.3. Form of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying (i) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times (ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code.

8.4. Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

9. RESTRICTED STOCK UNITS. A Restricted Stock Unit (“RSU”) is an award to an eligible Employee, Consultant, or Director covering a number of Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock). All RSUs shall be made pursuant to an Award Agreement. 

9.1. Terms of RSUs. The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to the RSU; (b) the time or times during which the RSU may be settled; (c) the consideration to be distributed on settlement; and (d) the effect of the Participant’s termination of Service on each RSU. An RSU may be awarded upon satisfaction of such performance goals based on Performance Factors during any Performance Period as are set out in advance in the Participant’s Award Agreement. If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for the RSU; (y) select from among the Performance Factors to be used to measure the performance, if any; and (z) determine the number of Shares deemed subject to the RSU. Performance Periods may overlap and participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and different performance goals and other criteria.

9.2. Form and Timing of Settlement. Payment of earned RSUs shall be made as soon as practicable after the date(s) determined by the Committee and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSUs in cash, Shares, or a combination of both. The Committee may also permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code.

9.3. Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

10. PERFORMANCE AWARDS. A Performance Award is an award to an eligible Employee, Consultant, or Director of a cash bonus or an award of Performance Shares denominated in Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock). Grants of Performance Awards shall be made pursuant to an Award Agreement solely pursuant to this Section 10.

10.1. Terms of Performance Shares. The Committee will determine, and each Award Agreement shall set forth, the terms of each Performance Award including, without limitation: (a) the amount of any cash bonus, (b) the number of Shares

deemed subject to an award of Performance Shares; (c) the Performance Factors and Performance Period that shall determine the time and extent to which each award of Performance Shares shall be settled; (d) the consideration to be distributed on settlement, and (e) the effect of the Participant’s termination of Service on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: (x) determine the nature, length and starting date of any Performance Period; (y) select from among the Performance Factors to be used; and (z) determine the number of Shares deemed subject to the award of Performance Shares. Prior to settlement the Committee shall determine the extent to which Performance Awards have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other criteria. No Participant will be eligible to receive more than $10,000,000 in Performance Awards in any calendar year under Section 10 of this Plan.

10.2. Value, Earning and Timing of Performance Shares. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. After the applicable Performance Period has ended, the holder of Performance Shares will be entitled to receive a payout of the number of Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Factors or other vesting provisions have been achieved. The Committee, in its sole discretion, may pay earned Performance Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Shares at the close of the applicable Performance Period) or in a combination thereof.

10.3. Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s Service terminates (unless determined otherwise by the Committee).

11. PAYMENT FOR SHARE PURCHASES. Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or by check or, where approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise set forth in the applicable Award Agreement): 

(a) by cancellation of indebtedness of the Company to the Participant;

(b) by surrender of shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Award will be exercised or settled;

(c) by waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent or Subsidiary of the Company;

(d) by consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented by the Company in connection with the Plan;

(e) by any combination of the foregoing; or

(f) by any other method of payment as is permitted by applicable law.

12. GRANTS TO NON-EMPLOYEE DIRECTORS. Non-Employee Directors are eligible to receive any type of Award offered under this Plan except ISOs. Awards pursuant to this Section 12 may be automatically made pursuant to policy adopted by the Board, or made from time to time as determined in the discretion of the Board. The aggregate number of Shares subject to Awards granted to a Non-Employee Director pursuant to this Section 12 in any calendar year shall not exceed 300,000.

12.1. Eligibility. Awards pursuant to this Section 12 shall be granted only to Non-Employee Directors. A Non-Employee Director who is elected or re-elected as a member of the Board will be eligible to receive an Award under this Section 12.

12.2. Vesting, Exercisability and Settlement. Except as set forth in Section 21, Awards shall vest, become exercisable and be settled as determined by the Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors shall not be less than the Fair Market Value of the Shares at the time that such Option or SAR is granted.

12.3. Election to Receive Awards in Lieu of Cash. A Non-Employee Director may elect to receive his or her annual retainer payments and/or meeting fees from the Company in the form of cash or Awards or a combination thereof, as determined by the Committee. Such Awards shall be issued under the Plan. An election under this Section 12.3 shall be filed with the Company on the form prescribed by the Company.

13. WITHHOLDING TAXES.

13.1. Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan or the applicable tax event occurs, the Company may require the Participant to remit to the Company, or to the Parent, Subsidiary or Affiliate employing the Participant, an amount sufficient to satisfy applicable U.S. federal, state, local and international withholding tax requirements or any other tax or social insurance liability legally due from the Participant (as determined without regard to any potential application of Section 83(c)(3) of the Code) prior to the delivery of Shares pursuant to exercise or settlement of any Award. Whenever payments in satisfaction of Awards granted under this Plan are to be made in cash, such payment will be net of an amount sufficient to satisfy applicable U.S. federal, state, local and international withholding tax and social insurance requirements or any other tax liability legally due from the Participant.

13.2. Stock Withholding. The Committee, or its delegate(s), as permitted by applicable law, in its sole discretion and pursuant to such procedures as it may specify from time to time and to limitations of local law, may require or permit a Participant to satisfy such tax withholding obligation or any other tax liability legally due from the Participant, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or, if applicable, such other withholding amount as mutually agreed upon by the Company and the Participant (provided, in the case of an Insider, that such other amount is approved in advance by the Committee), (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or, if applicable, such other withholding amount as mutually agreed upon by the Company and the Participant (provided, in the case of an Insider, that such other amount is approved in advance by the Committee), or (iv) withholding from the proceeds of the sale of otherwise deliverable Shares acquired pursuant to an Award either through a voluntary sale or through a mandatory sale arranged by the Company. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld or, in the sole discretion of the Company (determined, in the case of any Insider, solely by the Committee), the date immediately prior to the date that taxes are required to be withheld.

14. TRANSFERABILITY.

14.1. Transfer Generally. Unless determined otherwise by the Committee or pursuant to Section 14.2, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. If the Committee makes an Award transferable, including, without limitation, by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or by domestic relations order to a Permitted Transferee, such Award will contain such additional terms and conditions as the Committee deems appropriate. All Awards shall be exercisable: (i) during the Participant’s lifetime only by (A) the Participant, or (B) the Participant’s guardian or legal representative; (ii) after the Participant’s death, by the legal representative of the Participant’s heirs or legatees; and (iii) in the case of all awards except ISOs, by a Permitted Transferee.

14.2. Award Transfer Program. Notwithstanding any contrary provision of the Plan, the Committee shall have all discretion and authority to determine and implement the terms and conditions of any Award Transfer Program instituted pursuant to this Section 14.2 and shall have the authority to amend the terms of any Award participating, or otherwise eligible to participate in, the Award Transfer Program, including (but not limited to) the authority to (i) amend (including to extend) the expiration date, post-termination exercise period and/or forfeiture conditions of any such Award, (ii) amend or remove any provisions of the Award relating to the Award holder’s continued service to the Company or its Parent or any Subsidiary, (iii) amend the permissible payment methods with respect to the exercise or purchase of any such Award, (iv) amend the adjustments to be implemented in the event of changes in the capitalization and other similar events with respect to such Award, and (v) make such other changes to the terms of such Award as the Committee deems necessary or appropriate in its sole discretion.

15. PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.

15.1. Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Participant, except for any dividend equivalent rights permitted by an applicable Award Agreement. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided, further, that the Participant will have no right to retain such stock dividends or stock distributions with respect to Shares that are repurchased at the Participant’s Purchase Price or Exercise Price, as the case may be, pursuant to Section 15.2. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period that an equity Award is outstanding, such dividends (or dividend equivalents) shall either (i) not be paid or credited with respect to such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the extent as the applicable Award and shall only be paid at the time or times such vesting requirement(s) are satisfied.

15.2. Restrictions on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right to repurchase (a “Right of Repurchase”) a portion of any or all Unvested Shares held by a Participant following such Participant’s termination of Service at any time within ninety (90) days (or such longer or shorter time determined by the Committee) after the later of the date Participant’s Service terminates and the date the Participant purchases Shares under this Plan, for cash and/or cancellation of purchase money indebtedness, at the Participant’s Purchase Price or Exercise Price, as the case may be.

16. CERTIFICATES. All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable U.S. federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted and any non-U.S. exchange controls or securities law restrictions to which the Shares are subject.

17. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of the Participant’s obligation to the Company under the promissory note; provided, however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver a written pledge agreement

in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid.

18. REPRICING; EXCHANGE AND BUYOUT OF AWARDS. Notwithstanding anything to the contrary in the Plan, except in connection with an adjustment in Section 2.6, the Committee will not, without the further approval of the stockholders of the Company, authorize the amendment of any outstanding Option or SAR to reduce the Exercise Price; no Option or SAR will be cancelled and replaced with awards having a lower Exercise Price, or for another award, or for cash, without further approval of the stockholders of the Company, except in connection with an adjustment in Section 2.6; furthermore, no Option or SAR will provide for the payment, at the time of exercise, of a cash bonus or grant of Options, SARs, or other awards, without further approval of the stockholders of the Company. The foregoing sentence is intended to prohibit the repricing of “underwater” Options or SARs without approval of the stockholders of the Company and will not be construed to prohibit the adjustments provided for in Section 2.6.

19. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance with all applicable U.S. and foreign federal and state securities and exchange control laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under any state or federal or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any foreign or state securities laws, exchange control laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so.

20. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent, Subsidiary or Affiliate or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate to terminate Participant’s employment or other relationship at any time.

21.CORPORATE TRANSACTIONS.

21.1. Assumption or Replacement of Awards by Successor. In the event that the Company is subject to a Corporate Transaction, outstanding Awards acquired under the Plan shall be subject to the documentation evidencing the Corporate Transaction, which need not treat all outstanding Awards in an identical manner. Such agreement, without the Participant’s consent, shall provide for one or more of the following with respect to all outstanding Awards as of the effective date of such Corporate Transaction.

(a) The continuation of an outstanding Award by the Company (if the Company is the successor entity).

(b) The assumption of an outstanding Award by the successor or acquiring entity (if any) of such Corporate Transaction (or by its parents, if any), which assumption, will be binding on all selected Participants; provided that the exercise price and the number and nature of shares issuable upon exercise of any such option or stock appreciation right, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code.

(c) The substitution by the successor or acquiring entity in such Corporate Transaction (or by its parents, if any) of equivalent awards with substantially the same terms for such outstanding Awards (except that the exercise price

and the number and nature of shares issuable upon exercise of any such option or stock appreciation right, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code).

(d) The full acceleration of exercisability or vesting and accelerated expiration of an outstanding Award and lapse of the Company’s right to repurchase or re-acquire shares acquired under an Award or lapse of forfeiture rights with respect to shares acquired under an Award.

(e) The settlement of the full value of such outstanding Award (whether or not then vested or exercisable) in cash, cash equivalents, or securities of the successor entity (or its parent, if any) with a Fair Market Value equal to the required amount, followed by the cancellation of such Awards; provided however, that such Award may be cancelled if such Award has no value, as determined by the Committee, in its discretion. Subject to Section 409A of the Code, such payment may be made in installments and may be deferred until the date or dates the Award would have become exercisable or vested. Such payment may be subject to vesting based on the Participant’s continued service, provided that the vesting schedule shall not be less favorable to the Participant than the schedule under which the Award would have become vested or exercisable. For purposes of this Section 21.1(e), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security.

The Board shall have full power and authority to assign the Company’s right to repurchase or re-acquire or forfeiture rights to such successor or acquiring corporation. In addition, in the event such successor or acquiring corporation refuses to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, the Committee will notify the Participant in writing or electronically that such Award will be exercisable to the extent exercisable or vested at that time, after giving effect to any acceleration approved by the Board or Committee or pursuant to an agreement governing the Award, for a period of time determined by the Committee in its sole discretion, and such Award will terminate upon the expiration of such period. Awards need not be treated similarly in a Corporate Transaction.

21.2. Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the Purchase Price or the Exercise Price, as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option in substitution rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. Substitute Awards shall not reduce the number of Shares authorized for grant under the Plan or authorized for grant to a Participant in a calendar year.

21.3. Non-Employee Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction, the vesting of all Awards granted to Non-Employee Directors shall accelerate and such Awards shall become exercisable (as applicable) in full prior to the consummation of such event at such times and on such conditions as the Committee determines.

22. ADOPTION AND STOCKHOLDER APPROVAL. This Plan shall be submitted for the approval of the Company’s stockholders, consistent with applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board.

23. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate fourteen (14) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder shall be governed by and construed in accordance with the laws of the State of Delaware (excluding its conflict of laws rules).

24. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including, without limitation, amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval; provided further, that a Participant’s Award shall be governed by the version of this Plan then in effect at the time such Award was granted.

25. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock awards and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

26. INSIDER TRADING POLICY. Each Participant who receives an Award shall comply with any policy adopted by the Company from time to time covering transactions in the Company’s securities by Employees, officers and/or directors of the Company.

27. ALL AWARDS SUBJECT TO COMPANY CLAWBACK OR RECOUPMENT POLICY. All Awards, subject to applicable law, shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s employment or other service with the Company that is applicable to executive officers, employees, directors or other service providers of the Company, and in addition to any other remedies available under such policy and applicable law, may require the cancellation of outstanding Awards and the recoupment of any gains realized with respect to Awards.

28. DEFINITIONS. As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:

28.1. “Affiliate” means (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee, whether now or hereafter existing.

28.2. “Award” means any award under the Plan, including any Option, Restricted Stock, Stock Bonus, Stock Appreciation Right, Restricted Stock Unit or award of Performance Shares.

28.3. “Award Agreement” means, with respect to each Award, the written or electronic agreement between the Company and the Participant setting forth the terms and conditions of the Award and country-specific appendix thereto for grants to non-U.S. Participants, which shall be in substantially a form (which need not be the same for each Participant) that the Committee (or in the case of Award agreements that are not used for Insiders, the Committee’s delegate(s)) has from time to time approved, and will comply with and be subject to the terms and conditions of this Plan.

28.4. “Award Transfer Program” means any program instituted by the Committee which would permit Participants the opportunity to transfer any outstanding Awards to a financial institution or other person or entity approved by the Committee.

28.5. “Board” means the Board of Directors of the Company. 

28.6. “Cause” means (i) Participant’s willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) Participant’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (iii) unauthorized use or disclosure by Participant of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participant’s willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time as provided in Section 20 above, and the term “Company” will be interpreted to include any Subsidiary or Parent, as appropriate. Notwithstanding the foregoing, the foregoing definition of “Cause” may, in part or in whole, be modified or replaced in each individual employment agreement or Award Agreement with any Participant, provided that such document supersedes the definition provided in this Section 28.6.

28.7. “Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

28.8. “Committee” means the Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the Plan, has been delegated as permitted by law.

28.9. “Common Stock” means the common stock of the Company.

28.10. “Company” means LendingClub Corporation, or any successor corporation.

28.11. “Consultant” means any person, including an advisor or independent contractor, engaged by the Company or a Parent, Subsidiary or Affiliate to render services to such entity.

28.12. “Corporate Transaction” means the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities; provided, however, that for purposes of this subclause (i) the acquisition of additional securities by any one Person who is considered to own more than fifty percent (50%) of the total voting power of the securities of the Company will not be considered a Corporate Transaction; (ii) the consummation of the sale, transfer or disposition by the Company of all or substantially all of the Company’s assets; (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; (iv) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company) or (v) a change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by members of the Board whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purpose of this

subclause (v), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Corporate Transaction. For purposes of this definition, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A of the Code) would become payable under this Plan by reason of a Corporate Transaction, such amount shall become payable only if the event constituting a Corporate Transaction would also qualify as a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, each as defined within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may be promulgated thereunder from time to time.

28.13. “Director” means a member of the Board.

28.14. “Disability” means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code and in the case of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

28.15. “Effective Date” means the day immediately prior to the date of the underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement that is declared effective by the SEC.

28.16. “Employee” means any person, including officers and Directors, providing services as an employee to the Company or any Parent, Subsidiary or Affiliate. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

28.17. “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

28.18. “Exchange Program” means a program pursuant to which (i) outstanding Awards are surrendered, cancelled or exchanged for cash, the same type of Award or a different Award (or combination thereof) or (ii) the exercise price of an outstanding Award is increased or reduced.

28.19. “Exercise Price” means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise of an Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.

28.20. “Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:

(a) if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(b) if such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(c) in the case of an Option or SAR grant made on the Effective Date, the price per share at which shares of the Company’s Common Stock are initially offered for sale to the public by the Company’s underwriters in the initial public offering of the Company’s Common Stock pursuant to a registration statement filed with the SEC under the Securities Act; or

(d) if none of the foregoing is applicable, by the Board or the Committee in good faith.

28.21. “Insider” means an officer or director of the Company or any other person whose transactions in the Company’s Common Stock are subject to Section 16 of the Exchange Act.

28.22. “IRS” means the United States Internal Revenue Service.

28.23. “Non-Employee Director” means a Director who is not an Employee of the Company or any Parent or Subsidiary.

28.24. “Option” means an award of an option to purchase Shares pursuant to Section 5. 

28.25. “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

28.26. “Participant” means a person who holds an Award under this Plan.

28.27. “Performance Award” means cash or stock granted pursuant to Section 10 or Section 12 of the Plan.

28.28. “Performance Factors” means any of the factors selected by the Committee and specified in an Award Agreement, from among the following objective measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals established by the Committee with respect to applicable Awards have been satisfied:

(a) Profit before tax;

(b) Billings;

(c) Revenue;

(d) Net revenue;

(e) Earnings (which may include earnings before interest and taxes, earnings before taxes, and net earnings, or as otherwise adjusted);

(f) Operating income;

(g) Operating margin;

(h) Operating profit;

(i) Controllable operating profit, or net operating profit;

(j) Net profit;

(k) Gross margin;

(l) Operating expenses or operating expenses as a percentage of revenue;

(m) Net income;

(n) Earnings per share;

(o) Total stockholder return;

(p) Market share;

(q) Return on assets or net assets;

(r) The Company’s stock price;

(s) Growth in stockholder value relative to a pre-determined index;

(t) Return on equity; 

(u) Return on invested capital;

(v) Cash Flow (including free cash flow or operating cash flows);

(w) Cash conversion cycle;

(x) Economic value added;

(y) Individual confidential business objectives;

(z) Contract awards or backlog;

(aa) Overhead or other expense reduction;

(bb) Credit rating;

(cc) Strategic plan development and implementation;

(dd) Succession plan development and implementation;

(ee) Improvement in workforce diversity;

(ff) Customer indicators;

(gg) New product invention or innovation;

(hh) Attainment of research and development milestones;

(ii) Improvements in productivity;

(jj) Bookings;

(kk) Attainment of objective operating goals and employee metrics; and

(ll) Any other metric that is capable of measurement as determined by the Committee.

The Committee may, in recognition of unusual or non-recurring items such as acquisition-related activities or changes in applicable accounting rules, provide for one or more equitable adjustments (based on objective standards) to the Performance Factors to preserve the Committee’s original intent regarding the Performance Factors at the time of the initial award grant. It is within the sole discretion of the Committee to make or not make any such equitable adjustments.

28.29. “Performance Period” means the period of service determined by the Committee, not to exceed five (5) years, during which years of service or performance is to be measured for the Award.

28.30. “Performance Share” means an Award granted pursuant to Section 10 or Section 12 of the Plan.

28.31. “Permitted Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee) control the management of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests.

28.32. “Person” shall have the meaning as such term is used in Sections 13(d) and 14(d) of the Exchange Act. 

28.33. “Plan” means this LendingClub Corporation 2014 Equity Incentive Plan, as amended and restated.

28.34. “Purchase Price” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option or SAR.

28.35. “Restricted Stock Award” means an award of Shares pursuant to Section 6 or Section 12 of the Plan, or issued pursuant to the early exercise of an Option.

28.36. “Restricted Stock Unit” means an Award granted pursuant to Section 9 or Section 12 of the Plan.

28.37. “SEC” means the United States Securities and Exchange Commission.

28.38. “Securities Act” means the United States Securities Act of 1933, as amended.

28.39. “Service” shall mean service as an Employee, Consultant, Director or Non-Employee Director, to the Company or a Parent, Subsidiary or Affiliate of the Company, subject to such further limitations as may be set forth in the Plan or the applicable Award Agreement. An Employee will not be deemed to have ceased to provide Service in the case of (i) medical leave, (ii) military leave, or (iii) any other leave of absence approved by the Company. In the case of any Employee on an approved leave of absence or a reduction in hours worked (for illustrative purposes only, a change in schedule from that of full-time to part-time), the Company may make such provisions respecting suspension of or modification of vesting of the Award while on leave from the employ of the Company or a Parent, Subsidiary or Affiliate or during such change in working hours as it may deem appropriate, pursuant to formal policy adopted from time to time by the Company, except that in no event may an Award be exercised after the expiration of the term set forth in the applicable Award Agreement. In the event of military leave, if required by applicable laws, vesting shall continue for the longest period that vesting continues under any other statutory or Company approved leave of absence and, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Awards to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave. Except as set forth in this Section 28.39, an employee shall have terminated employment as of the date he or she ceases to provide services (regardless of whether the termination is in breach

of local employment laws or is later found to be invalid) and employment shall not be extended by any notice period or garden leave mandated by local law, provided however, that a change in status from an employee to a consultant or advisor shall not terminate the service provider’s Service, unless determined by the Committee, in its discretion. The Committee will have sole discretion to determine whether a Participant has ceased to provide Services and the effective date on which the Participant ceased to provide Services.

28.40. “Shares” means shares of the Common Stock and the common stock of any successor security.

28.41. “Stock Appreciation Right” means an Award granted pursuant to Section 8 or Section 12 of the Plan.

28.42. “Stock Bonus” means an Award granted pursuant to Section 7 or Section 12 of the Plan.

28.43. “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

28.44. “Treasury Regulations” means regulations promulgated by the United States Treasury Department.

28.45. “Unvested Shares” means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any successor thereto).

**********

NOTICEOF STOCK OPTION GRANT

LENDINGCLUB CORPORATION 2014 EQUITY INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in the LendingClub Corporation (the “Company”) 2014 Equity Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Stock Option Grant (the “Notice of Grant”) and the attached Stock Option Agreement (the “Option Agreement”). You, the Optionee, have been granted an Option to purchase shares of Common Stock of the Company under the Plan subject to the terms and conditions of the Plan, this Notice of Grant and the attached Option Agreement.

Name:
Address:
Date of Grant:
Vesting Commencement Date:
Exercise price per Share:
Total Number of Shares:
Type of Option:	Non-Qualified Stock Option
	Incentive Stock Option
Expiration Date:	______, 20__ ; This Option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement.
Vesting Schedule:	This Option becomes exercisable with respect to the first 25% of the Shares subject to this Option when you complete 12 months of continuous Service from the Vesting Commencement Date. Thereafter, this Option becomes exercisable with respect to an additional 1/48th of the Shares subject to this Option when you complete each month of Service.
Additional Terms:	☐ If this box is checked, the additional terms and conditions set forth on Attachment 1 hereto (as executed by the Company) are applicable and are incorporated herein by reference. No document need be attached as Attachment 1 if the box is not checked.

By accepting this Option, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan, the Notice of Grant and the Option Agreement. By accepting this Option, you consent to electronic delivery as set forth in the Option Agreement.

OPTIONEE:	LENDINGCLUB CORPORATION
Signature:	By:
Print Name:	Name:
	Its:

STOCK OPTION AGREEMENT

LENDINGCLUB CORPORATION 2014

EQUITY INCENTIVE PLAN

You have been granted an Option by LendingClub Corporation (the “Company”) under the 2014 Equity Incentive Plan (the “Plan”) to purchase Shares (the “Option”), subject to the terms, restrictions and conditions of the Plan, the Notice of Stock Option Grant (the “Notice of Grant”) and this Stock Option Agreement (the “Agreement”).

1. Grant of Option. You have been granted an Option for the number of Shares set forth in the Notice of Grant at the exercise price per Share set forth in the Notice of Grant (the “exercise price”). In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an ISO, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonqualified Stock Option (“NSO”).

2. Termination Period.

(a) General Rule. If your Service terminates for any reason except death or Disability, and other than for Cause, then this Option will expire at the close of business at Company headquarters on the date three months after your termination of Service (subject to the expiration detailed in Section 6). If your Service is terminated for Cause, this Option will expire upon the date of such termination. The Company determines when your Service terminates for all purposes under this Agreement.

(b) Death; Disability. If you die before your Service terminates (or you die within three months of your termination of Service other than for Cause), then this Option will expire at the close of business at Company headquarters on the date 12 months after the date of death (subject to the expiration detailed in Section 6). If your Service terminates because of your Disability, then this Option will expire at the close of business at Company headquarters on the date 12 months after your termination date (subject to the expiration detailed in Section 6).

(c) No Notice. You are responsible for keeping track of these exercise periods following your termination of Service for any reason. The Company will not provide further notice of such periods. In no event shall this Option be exercised later than the Expiration Date set forth in the Notice of Grant.

3. Exercise of Option.

(a) Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set forth in the Notice of Grant and the applicable provisions of the Plan and this Agreement. In the event of your death, Disability, or other cessation of Service, the exercisability of the Option is governed by the applicable provisions of the Plan, the Notice of Grant and this Agreement. This Option may not be exercised for a fraction of a Share.

(b) Method of Exercise. This Option is exercisable by delivery of an exercise notice in a form specified by the Company (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be delivered in person, by mail, via electronic mail or facsimile or by other authorized method to the Secretary of the Company or other person designated by the Company. The Exercise Notice shall be accompanied by payment of the aggregate exercise price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of a fully executed Exercise Notice accompanied by the aggregate exercise price and any applicable tax withholding due upon exercise of the Option. 

(c) Exercise by Another. If another person wants to exercise this Option after it has been transferred to him or her in compliance with this Agreement, that person must prove to the Company’s satisfaction that he or she is entitled to exercise this Option. That person must also complete the proper Exercise Notice form (as described above) and pay the exercise price (as described below) and any applicable tax withholding due upon exercise of the Option (as described below).

4. Method of Payment. Payment of the aggregate exercise price shall be by any of the following, or a combination thereof, at your election:

(a) your personal check, wire transfer, or a cashier’s check;

(b) certificates for shares of Company stock that you own, along with any forms needed to effect a transfer of those shares to the Company; the value of the shares, determined as of the effective date of the Option exercise, will be applied to the Option exercise price. Instead of surrendering shares of Company stock, you may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the Option shares issued to you. However, you may not surrender, or attest to the ownership of, shares of Company stock in payment of the exercise price of your Option if your action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes;

(c) cashless exercise through irrevocable directions to a securities broker approved by the Company to sell all or part of the Shares covered by this Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the Option exercise price and any withholding taxes. The balance of the sale proceeds, if any, will be delivered to you. The directions must be given by signing a special notice of exercise form provided by the Company; or

(d) other method authorized by the Company.

5. Non-Transferability of Option. In general, except as provided below, only you may exercise this Option prior to your death. You may not transfer or assign this Option, except as provided below. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will or in a beneficiary designation. However, if this Option is designated as a NSO in the Notice of Grant, then the Committee (as defined in the Plan) may, in its sole discretion, allow you to transfer this Option as a gift to one or more family members. For purposes of this Agreement, “family member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in- law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including adoptive relationships), any individual sharing your household (other than a tenant or employee), a trust in which one or more of these individuals have more than 50% of the beneficial interest, a foundation in which you or one or more of these persons control the management of assets, and any entity in which you or one or more

of these persons own more than 50% of the voting interest. In addition, if this Option is designated as a NSO in the Notice of Grant, then the Committee may, in its sole discretion, allow you to transfer this Option to your spouse or former spouse pursuant to a domestic relations order in settlement of marital property rights. The Committee will allow you to transfer this Option only if both you and the transferee(s) execute the forms prescribed by the Committee, which include the consent of the transferee(s) to be bound by this Agreement. This Option may not be transferred in any manner other than by will or by the laws of descent or distribution or court order and may be exercised during the lifetime of you only by you, your guardian, or legal representative, as permitted in the Plan. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of you.

6. Term of Option. This Option shall in any event expire on the expiration date set forth in the Notice of Grant, which date is 10 years after the grant date (five years after the grant date if this Option is designated as an ISO in the Notice of Grant and Section 5.3 of the Plan applies).

7. Tax Consequences. You should consult a tax adviser for tax consequences relating to this Option in the jurisdiction in which you are subject to tax. YOU SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 

(a) Exercising the Option. You will not be allowed to exercise this Option unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the Option exercise.

(b) Notice of Disqualifying Disposition of ISO Shares. If you sell or otherwise dispose of any of the Shares acquired pursuant to an ISO on or before the later of (i) two years after the grant date, or (ii) one year after the exercise date, you shall immediately notify the Company in writing of such disposition. You agree that you may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out of the current compensation paid to you.

8. Withholding Taxes and Stock Withholding. Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items. You acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to exercise of the Option, you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable (which, if you are an Insider, shall be determined without regard to any potential application of Section 83(c)(3) of the Code) by you from your wages or other cash compensation paid to you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to you when you exercise this Option, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sales by this authorization), (c) your payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares, determined as of the effective date of the Option exercise, will be applied as a credit against the withholding taxes. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Finally, you acknowledge that the Company has no obligation to deliver Shares to you until you have satisfied the obligations in connection with the Tax-Related Items as described in this Section.

9. Acknowledgement. The Company and you agree that the Option is granted under and governed by the Notice of Grant, this Agreement and the provisions of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of the Plan and the Plan prospectus, (ii) represent that you have carefully read and are familiar with their provisions, and (iii) hereby accept the Option subject to all of the terms and conditions set forth herein and those set forth in the Plan and the

Notice of Grant. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and the Agreement.

10. Consent to Electronic Delivery of All Plan Documents and Disclosures. By your acceptance of this Option, you consent to the electronic delivery of the Notice of Grant, this Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the Option. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at . You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at . Finally, you understand that you are not required to consent to electronic delivery.

11. Compliance with Laws and Regulations. The exercise of this Option will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer. The Shares issued pursuant to this Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

12. Governing Law; Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice of Grant and this Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of California and agree that any such litigation shall be conducted only in the courts of California in Santa Clara County or the federal courts of the United States for the Northern District of California and no other courts.

13. No Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without Cause.

14. Adjustment. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by this Option and the exercise price per Share may be adjusted pursuant to the Plan.

15. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, you hereby agree not to sell, make any short sale of, loan, grant any Option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the

Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section shall continue to apply until the end of the third trading day following the expiration of the fifteen (15)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred sixteen (216) days after the effective date of the registration statement.

16. Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the Option shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of your employment or other Service that is applicable to you. In addition to any other remedies available under such policy, applicable law may require the cancellation of your Option (whether vested or unvested) and the recoupment of any gains realized with respect to your Option.

17. Entire Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice of Grant constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning this Option are superseded. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

BY ACCEPTING THIS OPTION, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

NOTICEOF RESTRICTED STOCK UNIT AWARD

LENDINGCLUB CORPORATION

2014 EQUITY INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in the LendingClub Corporation (the “Company”) 2014 Equity Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Restricted Stock Unit Award (the “Notice”) and the attached Restricted Stock Unit Agreement (the “RSU Agreement”). You have been granted an award of Restricted Stock Units (“RSUs”) under the Plan subject to the terms and conditions of the Plan, this Notice and the attached RSU Agreement.

Name:
Address:
Number of RSUs:
Date of Grant:
Vesting Commencement Date:
Expiration Date:	The date on which settlement of all RSUs granted hereunder occurs. This RSU expires earlier if your Service terminates earlier, as described in the RSU Agreement.
Vesting Schedule:	Sample vesting language: [Subject to the limitations set forth in the Notice, the Plan and the RSU Agreement, % of the total number of RSUs will vest on the three month anniversary of the Vesting Commencement Date and % of the total number of RSUs will vest on each three month anniversary thereafter so long as your Service continues.] [Alternate: Subject to the limitations set forth in the Notice, the Plan, and the RSU Agreement, this RSU will vest contingently, in whole or in part, upon the achievement of the Performance Factors during the Performance Period, as set forth on Exhibit A hereto.]
Additional Terms:	☐ If this box is checked, the additional terms and conditions set forth on Attachment 1 hereto (as executed by the Company) are applicable and are incorporated herein by reference. No document need be attached as Attachment 1 if the box is not checked.

You acknowledge that the vesting of the RSUs pursuant to this Notice is earned only by continuing Service. By accepting this award, you and the Company agree that this award is granted under and governed by the terms and conditions of the Plan, the Notice and the RSU Agreement. By accepting this RSU, you consent to electronic delivery as set forth in the RSU Agreement.

PARTICIPANT	LENDINGCLUB CORPORATION
Signature:	By:
Print Name:	Name:
	Its:

RESTRICTED STOCK UNIT AGREEMENT

LENDINGCLUB CORPORATION

2014 EQUITY INCENTIVE PLAN

You have been granted Restricted Stock Units (“RSUs”) by LendingClub Corporation (the “Company”) subject to the terms, restrictions and conditions of the Plan, the Notice of Restricted Stock Unit Award (the “Notice”) and this Restricted Stock Unit Agreement (this “RSU Agreement”).

1. Settlement. Settlement of RSUs shall be made in the same calendar year as the applicable date of vesting under the vesting schedule set forth in the Notice; provided, however, that if the vesting date under the vesting schedule set forth in the Notice is in December, then settlement of any RSUs that vest in December shall be within 30 days of vesting. Settlement of RSUs shall be in Shares. Settlement means the delivery of the Shares vested under an RSU. No fractional RSUs or rights for fractional Shares shall be created pursuant to this RSU Agreement.

2. No Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested RSUs, you shall have no ownership of the Shares allocated to the RSUs and shall have no right to dividends or to vote such Shares.

3. Dividend Equivalents. Dividends, if any (whether in cash or Shares), shall not be credited to you.

4. No Transfer. RSUs may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of in any manner other than by will or by the laws of descent or distribution or court order or unless otherwise permitted by the Committee on a case-by-case basis.

5. Termination. If your Service terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights you have to such RSUs shall immediately terminate. In case of any dispute as to whether your termination of Service has occurred, the Committee shall have sole discretion to determine whether such termination has occurred and the effective date of such termination.

6. Tax Consequences. You acknowledge that you will recognize tax consequences in connection with the RSUs. You should consult a tax adviser regarding your tax obligations in the jurisdiction where you are subject to tax

7. Withholding Taxes and Stock Withholding. Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the award, including the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (ii) do not commit to structure the terms of the award or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items. You acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the settlement of your RSUs, you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable (which, if you are an Insider, shall be determined without regard to any potential application of Section 83(c)(3) of the Code) by you from your wages or other cash compensation paid to you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to

you when your RSUs are settled, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sales by this authorization), (c) your payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares will be applied as a credit against the withholding taxes. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Finally, you acknowledge that the Company has no obligation to deliver Shares to you until you have satisfied the obligations in connection with the Tax-Related Items as described in this Section.

8. Acknowledgement. The Company and you agree that the RSUs are granted under and governed by the Notice, this RSU Agreement and the provisions of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of the Plan and the Plan prospectus, (ii) represent that you have carefully read and are familiar with their provisions, and (iii) hereby accept the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and this RSU Agreement.

9. Entire Agreement; Enforcement of Rights. This RSU Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this RSU Agreement, nor any waiver of any rights under this RSU Agreement, shall be effective unless in writing and signed by the parties to this RSU Agreement. The failure by either party to enforce any rights under this RSU Agreement shall not be construed as a waiver of any rights of such party.

10. Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer. The Shares issued pursuant to this RSU Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

11. Governing Law; Severability. If one or more provisions of this RSU Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this RSU Agreement, (ii) the balance of this RSU Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this RSU Agreement shall be enforceable in accordance with its terms. This RSU Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice and this RSU Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of California and agree that any such litigation shall be conducted only in the courts of California in Santa Clara County or the federal courts of the United States for the Northern District of California and no other courts.

12. No Rights as Employee, Director or Consultant. Nothing in this RSU Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without Cause.

13. Consent to Electronic Delivery of All Plan Documents and Disclosures. By your acceptance of this RSU, you consent to the electronic delivery of the Notice, this RSU Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the RSU. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at . You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at . Finally, you understand that you are not required to consent to electronic delivery.

14. Code Section 409A. For purposes of this RSU Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the Internal Revenue Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this RSU Agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the six-month period measured from your separation from service or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. To the extent any payment under this RSU Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

15. Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the RSUs shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of your employment or other Service that is applicable to you. In addition to any other remedies available under such policy, applicable law may require the cancellation of your RSUs (whether vested or unvested) and the recoupment of any gains realized with respect to your RSUs.

BY ACCEPTING THIS RSU, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

NOTICEOF STOCK APPRECIATION RIGHT AWARD

LENDINGCLUB CORPORATION

2014 EQUITY INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in the LendingClub Corporation (the “Company”) 2014 Equity Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Stock Appreciation Right Award (the “Notice of Grant”) and the attached Stock Appreciation Right Agreement (the “SAR Agreement”). You have been granted an award of Stock Appreciation Rights (the “SAR”) of the Company under the Plan subject to the terms, restrictions and conditions of the Plan, this Notice of Grant and the SAR Agreement.

Name:
Address:
Date of Grant:
Vesting Commencement Date:
Fair Market Value on Date of Grant:
Total Number of Shares:
Expiration Date:
Vesting Schedule:	The SAR becomes exercisable with respect to the first 25% of the Shares subject to the SAR when you complete 12 months of continuous Service from the Vesting Commencement Date. Thereafter, the SAR becomes exercisable with respect to an additional 1/48th of the Shares subject to the SAR when you complete each month of Service.

You acknowledge that the vesting of the SAR pursuant to this Notice of Grant is earned only by continuing Service. By accepting the SAR, you and the Company agree that the SAR is granted under and governed by the terms and conditions of the Plan, the Notice of Grant and the SAR Agreement. By accepting the SAR, you consent to electronic delivery as set forth in the SAR Agreement.

PARTICIPANT:	LENDINGCLUB CORPORATION
Signature:	By:
Print Name:	Name:
	Its:

STOCK APPRECIATION RIGHT AWARD AGREEMENT

LENDINGCLUB CORPORATION

2014 EQUITY INCENTIVE PLAN

You have been granted an award of Stock Appreciation Rights (the “SAR”) by LendingClub Corporation (the “Company”) under the 2014 Equity Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan, the Notice of Stock Appreciation Right Award (the “Notice of Grant”) and this Stock Appreciation Right Agreement (the “Agreement”).

1. Grant of SAR. You have been granted a SAR for the number of Shares set forth in the Notice of Grant at the fair market value set forth in the Notice of Grant. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail.

2. Termination Period.

(a) General Rule. If your Service terminates for any reason except death or Disability, and other than for Cause, then this SAR will expire at the close of business at Company headquarters on the date three months after your termination of Service (subject to the expiration detailed in Section 6). In no event shall this SAR be exercised later than the Expiration Date set forth in the Notice of Grant. If your Service is terminated for Cause, this SAR will expire upon the date of such termination. The Company determines when your Service terminates for all purposes under this Agreement.

(b) Death; Disability. If you die before your Service terminates (or you die within three months of your termination of Service other than for Cause), then this SAR will expire at the close of business at Company headquarters on the date 12 months after the date of death (subject to the expiration detailed in Section 6). If your Service terminates because of your Disability, then this SAR will expire at the close of business at Company headquarters on the date 12 months after your termination date (subject to the expiration detailed in Section 6).

(c) No Notice. You are responsible for keeping track of these exercise periods following your termination of Service for any reason. The Company will not provide further notice of such periods. In no event shall this SAR be exercised later than the Expiration Date set forth in the Notice of Grant.

3. Vesting Rights. Subject to the applicable provisions of the Plan and this Agreement, this SAR may be exercised, in whole or in part, in accordance with the schedule set forth in the Notice of Grant.

4. Exercise of SAR.

(a) Right to Exercise. This SAR is exercisable during its term in accordance with the Vesting Schedule set forth in the Notice of Grant and the applicable provisions of the Plan and this Agreement. In the event of your death, Disability, or other cessation of Service, the exercisability of the SAR is governed by the applicable provisions of the Plan, the Notice of Grant and this Agreement. This SAR may not be exercised for a fraction of a Share.

(b) Method of Exercise. This SAR is exercisable by delivery of an exercise notice in a form specified by the Company (the “Exercise Notice”), which shall state the election to exercise the SAR, the number of Shares in respect of which the SAR is being exercised, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be delivered in person, by mail, via electronic mail or facsimile or by other authorized method to the Secretary of the Company or other person designated by the Company. This

SAR shall be deemed to be exercised upon receipt by the Company of a fully executed Exercise Notice and any applicable tax withholding due upon exercise of the SAR.

(c) No Shares shall be issued pursuant to the exercise of this SAR unless such issuance and exercise complies with all relevant provisions of law and the requirements of any stock exchange or quotation service upon which the Shares are then listed. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to you on the date the SAR is exercised with respect to such Exercised Shares.

5. Non-Transferability of SAR. This SAR may not be transferred in any manner other than by will or by the laws of descent or distribution or court order and may be exercised during your lifetime only by you unless otherwise permitted by the Committee on a case-by-case basis. The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assign.

6. Term of SAR. This SAR shall in any event expire on the expiration date set forth in the Notice of Grant, which date is not more than 10 years after the Date of Grant.

7. Tax Consequences. You should consult a tax adviser for tax consequences relating to this SAR in the jurisdiction in which you are subject to tax. YOU SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS SAR OR DISPOSING OF THE SHARES. If you are an Employee or a former Employee, the Company may be required to withhold from your compensation an amount equal to the minimum amount the Company is required to withhold for income and employment taxes or collect from you and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise.

8. Withholding Taxes and Stock Withholding. Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the SAR, including the grant, vesting or exercise of the SAR, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the SAR to reduce or eliminate your liability for Tax-Related Items. You acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to exercise of the SAR, you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable (which, if you are an Insider, shall be determined without regard to any potential application of Section 83(c)(3) of the Code) by you from your wages or other cash compensation paid to you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to you when you exercise this SAR, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sales by this authorization), (c) your payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares, determined as of the effective date of the SAR

exercise, will be applied as a credit against the withholding taxes. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Finally, you acknowledge that the Company has no obligation to honor the exercise or deliver Shares to you until you have satisfied the obligations in connection with the Tax-Related Items as described in this Section.

9. Acknowledgement. The Company and you agree that the SAR is granted under and governed by the Notice of Grant, this Agreement and the provisions of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of the Plan and the Plan prospectus, (ii) represent that you have carefully read and are familiar with their provisions, and (iii) hereby accept the SAR subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice of Grant. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and the SAR Agreement.

10. Entire Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice of Grant constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

11. Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer. The Shares issued pursuant to this Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

12. Governing Law; Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice of Grant and this Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of California and agree that any such litigation shall be conducted only in the courts of California in Santa Clara County or the federal courts of the United States for the Northern District of California and no other courts.

13. No Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without Cause.

14. Consent to Electronic Delivery of All Plan Documents and Disclosures. By your acceptance of this SAR, you consent to the electronic delivery of the Notice of Grant, this Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the SAR. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-

mail or such other delivery determined at the Company’s discretion. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at . You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at . Finally, you understand that you are not required to consent to electronic delivery.

15. Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the SAR shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of your employment or other Service that is applicable to you. In addition to any other remedies available under such policy, applicable law may require the cancellation of your SAR (whether vested or unvested) and the recoupment of any gains realized with respect to your SAR. 

BY ACCEPTING THIS SAR, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

NOTICE OF STOCK BONUS AWARD

LENDINGCLUB CORPORATION

2014 EQUITY INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in the LendingClub Corporation (the “Company”) 2014 Equity Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Stock Bonus Award (the “Notice”) and the attached Stock Bonus Award Agreement (the “Stock Bonus Agreement”). You have been granted an award of Shares under the Plan (the “Stock Bonus Award”) subject to the terms and conditions of the Plan, this Notice and the attached Stock Bonus Agreement.

Name:
Address:
Number of Shares:
Date of Grant:
Vesting Commencement Date:
Vesting Schedule:	[Subject to the limitations set forth in this Notice, the Plan and the Stock Bonus Agreement, 25% of the total number of Shares subject to the Stock Bonus Award will vest on the 12 month anniversary of the Vesting Commencement Date and 12.5% of the total number of Shares will vest on each six month anniversary thereafter so long as your Service continues.]

You acknowledge that the vesting of the Shares pursuant to this Notice is earned only by continuing Service. By accepting this Stock Bonus Award, you and the Company agree that this Stock Bonus Award is granted under and governed by the terms and conditions of the Plan, the Notice and the Stock Bonus Agreement. By accepting this Stock Bonus Award, you consent to electronic delivery as set forth in the Stock Bonus Agreement.

PARTICIPANT	LENDINGCLUB CORPORATION
Signature:	By:
Print Name:	Name:
	Its:

STOCK BONUS AWARD AGREEMENT

LENDINGCLUB CORPORATION

2014 EQUITY INCENTIVE PLAN

You have been granted a Stock Bonus Award (“Stock Bonus Award”) by LendingClub Corporation (the “Company”), subject to the terms, restrictions and conditions of the Plan, the Notice of Stock Bonus Award (the “Notice”) and this Stock Bonus Award Agreement (this “Agreement”).

1. Issuance. Your Stock Bonus Award shall be issued in Shares, and the Company’s transfer agent shall record ownership of such Shares in your name as soon as reasonably practicable.

2. No Stockholder Rights. Unless and until you are recorded as the holder of such Shares on the stock records of the Company and its transfer agent, you shall have no right to dividends or to vote Shares.

3. No-Transfer. Unvested Shares subject to your Stock Bonus Award shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of by you or any person whose interest derives from your interest. “Unvested Shares” are Shares that have not yet vested pursuant to the terms of the vesting schedule set forth in the Notice.

4. Termination. If your Service terminates for any reason, all Unvested Shares shall immediately be forfeited to the Company, and all rights you have to such Unvested Shares shall immediately terminate. In case of any dispute as to whether a termination of Service has occurred, the Committee shall have sole discretion to determine whether such termination has occurred and the effective date of such termination.

5. Tax Consequences. YOU SHOULD CONSULT A TAX ADVISER BEFORE ACQUIRING THE SHARES IN THE JURISDICTION IN WHICH YOU ARE SUBJECT TO TAX. Shares shall not be issued under this Agreement unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the acquisition or vesting of Shares.

6. Withholding Taxes and Stock Withholding. Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the award, including the award or vesting of such Shares, the subsequent sale of Shares under this award and the receipt of any dividends; and (2) do not commit to structure the terms of the award to reduce or eliminate your liability for Tax-Related Items. You acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

The Company will only recognize you as a record holder of Shares if you have paid or made adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable (which, if you are an Insider, shall be determined without regard to any potential application of Section 83(c)(3) of the Code) by you from your wages or other cash compensation paid to you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be released when they vest, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sales by this authorization), (c) your payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with

the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares will be applied as a credit against the withholding taxes. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Finally, you acknowledge that the Company has no obligation to deliver Shares to you until you have satisfied the obligations in connection with the Tax-Related Items as described in this Section.

7. Acknowledgement. The Company and you agree that the Stock Bonus Award is granted under and governed by the Notice, this Agreement and the provisions of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of the Plan and the Plan prospectus, (ii) represent that you have carefully read and are familiar with their provisions, and (iii) hereby accept the Stock Bonus Award subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and the Stock Bonus Award.

8. Entire Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

9. Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer. The Shares issued pursuant to this Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

10. Governing Law; Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice and this Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of California and agree that any such litigation shall be conducted only in the courts of California in Santa Clara County or the federal courts of the United States for the Northern District of California and no other courts.

11. No Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without Cause.

12. Consent to Electronic Delivery of All Plan Documents and Disclosures. By acceptance of this Stock Bonus Award, you consent to the electronic delivery of the Notice, this Agreement, the Plan, account statements, Plan prospectuses required

by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the Stock Bonus Award. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at . You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at . Finally, you understand that you are not required to consent to electronic delivery.

13. Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the Stock Bonus Award shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of your employment or other Service with the Company that is applicable to you. In addition to any other remedies available under such policy, applicable law may require the cancellation of your Stock Bonus Award (whether vested or unvested) and the recoupment of any gains realized with respect to your Stock Bonus Award.

BY ACCEPTING THE STOCK BONUS AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

NOTICEOF RESTRICTED STOCK UNIT AWARD

(Full Career Vesting Eligible)

LENDINGCLUB CORPORATION

2014 EQUITY INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in the LendingClub Corporation (the “Company”) 2014 Equity Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Restricted Stock Unit Award (the “Notice”) and the attached Restricted Stock Unit Agreement (the “RSU Agreement”). You have been granted an award of Restricted Stock Units (“RSUs”) under the Plan subject to the terms and conditions of the Plan, this Notice and the attached RSU Agreement.

Name:
Address:
Number of RSUs:
Date of Grant:
Vesting Commencement Date:
Expiration Date:	The date on which settlement of all RSUs granted hereunder occurs. This RSU expires earlier if your Service terminates and, if applicable, the expiration date of your Full Career Vesting Period (as such term is defined in Attachment 1 to the RSU Agreement), as described in the RSU Agreement.
Vesting Schedule:	Sample vesting language: [Subject to the limitations set forth in the Notice, the Plan and the RSU Agreement, % of the total number of RSUs will vest on the three month anniversary of the Vesting Commencement Date and % of the total number of RSUs will vest on each three month anniversary thereafter so long as your Service continues or you are in the Full Career Vesting Period.] [Alternate: Subject to the limitations set forth in the Notice, the Plan, and the RSU Agreement, this RSU will vest contingently, in whole or in part, upon the achievement of the Performance Factors during the Performance Period, as set forth on Exhibit A hereto.]
Additional Terms:	The additional terms and conditions set forth on Attachment 1 to the RSU Agreement are applicable and are incorporated herein by reference.

By accepting this award, you and the Company agree that this award is granted under and governed by the terms and conditions of the Plan, the Notice and the RSU Agreement. By accepting this RSU, you consent to electronic delivery as set forth in the RSU Agreement.

PARTICIPANT	LENDINGCLUB CORPORATION
Signature:	By:
Print Name:	Name:
	Its:

RESTRICTED STOCK UNIT AGREEMENT

(Full Career Vesting Eligible)

LENDINGCLUB CORPORATION

2014 EQUITY INCENTIVE PLAN

You have been granted Restricted Stock Units (“RSUs”) by LendingClub Corporation (the “Company”) subject to the terms, restrictions and conditions of the Plan, the Notice of Restricted Stock Unit Award (the “Notice”) and this Restricted Stock Unit Agreement (this “RSU Agreement”).

1. Settlement. Settlement of RSUs shall be made in the same calendar year as the applicable date of vesting under the vesting schedule set forth in the Notice; provided, however, that if the vesting date under the vesting schedule set forth in the Notice is in December, then settlement of any RSUs that vest in December shall be within 30 days of vesting. Settlement of RSUs shall be in Shares. Settlement means the delivery of the Shares vested under an RSU. No fractional RSUs or rights for fractional Shares shall be created pursuant to this RSU Agreement.

2. No Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested RSUs, you shall have no ownership of the Shares allocated to the RSUs and shall have no right to dividends or to vote such Shares.

3. Dividend Equivalents. Dividends, if any (whether in cash or Shares), shall not be credited to you.

4. No Transfer. RSUs may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of in any manner other than by will or by the laws of descent or distribution or court order or unless otherwise permitted by the Committee on a case-by-case basis.

5. Termination. All unvested RSUs shall be forfeited to the Company forthwith, and all rights you have to such RSUs shall immediately terminate upon either: (i) the date your Service terminates if you do not qualify for the Full Career Vesting Benefit (as such term is defined in Attachment 1 hereto) or (ii) the expiration date of your Full Career Vesting Period if you do qualify for the Full Career Vesting Benefit. In case of any dispute as to whether your termination of Service has occurred or whether you qualify for the Full Career Vesting Benefit, the Committee shall have sole discretion to determine whether: (i) such termination or qualification has occurred and (ii) the date on which all then unvested RSUs shall be forfeited to the Company and all rights you have to such RSUs shall terminate.

6. Tax Consequences. You acknowledge that you will recognize tax consequences in connection with the RSUs. You should consult a tax adviser regarding your tax obligations in the jurisdiction where you are subject to tax

7. Withholding Taxes and Stock Withholding. Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the award, including the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (ii) do not commit to structure the terms of the award or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items. You acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the settlement of your RSUs, you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable (which, if you are an Insider, shall be determined without regard to any potential application of Section 83(c)(3) of the Code) by you from your wages or other cash compensation paid to you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to you when your RSUs are settled, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sales by this authorization), (c) your payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares will be applied as a credit against the withholding taxes. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. Finally, you acknowledge that the Company has no obligation to deliver Shares to you until you have satisfied the obligations in connection with the Tax-Related Items as described in this Section.

8. Acknowledgement. The Company and you agree that the RSUs are granted under and governed by the Notice, this RSU Agreement and the provisions of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of the Plan and the Plan prospectus, (ii) represent that you have carefully read and are familiar with their provisions, and (iii) hereby accept the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and this RSU Agreement.

9. Entire Agreement; Enforcement of Rights. This RSU Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this RSU Agreement, nor any waiver of any rights under this RSU Agreement, shall be effective unless in writing and signed by the parties to this RSU Agreement. The failure by either party to enforce any rights under this RSU Agreement shall not be construed as a waiver of any rights of such party.

10. Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer. The Shares issued pursuant to this RSU Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

11. Governing Law; Severability. If one or more provisions of this RSU Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this RSU Agreement, (ii) the balance of this RSU Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this RSU Agreement shall be enforceable in accordance with its terms. This RSU Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice and this RSU Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of California and agree that any such

litigation shall be conducted only in the courts of California in Santa Clara County or the federal courts of the United States for the Northern District of California and no other courts.

12. No Rights as Employee, Director or Consultant. Nothing in this RSU Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without Cause.

13. Consent to Electronic Delivery of All Plan Documents and Disclosures. By your acceptance of this RSU, you consent to the electronic delivery of the Notice, this RSU Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the RSU. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at . You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at . Finally, you understand that you are not required to consent to electronic delivery.

14. Code Section 409A. For purposes of this RSU Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the Internal Revenue Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this RSU Agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the six-month period measured from your separation from service or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. To the extent any payment under this RSU Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

15. Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the RSUs shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of your employment or other Service that is applicable to you. In addition to any other remedies available under such policy, applicable law may require the cancellation of your RSUs (whether vested or unvested) and the recoupment of any gains realized with respect to your RSUs.

BY ACCEPTING THIS RSU, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. 

Attachment 1

RESTRICTED STOCK UNIT AGREEMENT

(Full Career Vesting Eligible)

The RSUs are granted pursuant to the Plan, the Notice and the RSU Agreement, including this Attachment 1, and will be eligible to vest, pursuant to the Vesting Schedule set forth in the Notice, until the later of: (i) the date your Service terminates or (ii) provided you qualify for the Full Vesting Career Benefit, the expiration date of your Full Career Vesting Period. This Attachment 1 sets forth the definition, terms and conditions of Full Career Vesting Period and Full Career Vesting Benefit.

Notwithstanding anything to the contrary:

1.

The Committee shall have the authority to adjust the Full Career Vesting Period and Full Career Vesting Benefit in accordance with the terms of the Plan to take into account any extraordinary or unusual items, event or circumstances to avoid windfalls or hardships.

2.

To the extent that earning or vesting in your award is subject to the achievement of any performance factors (a “Performance Based RSU”), then the Full Career Vesting Benefit shall apply only after the applicable performance period is completed and the extent of performance achievement is determined and only to any Service based vesting applicable to the earned portion of the Performance Based RSU.

“Full Career Vesting Period” means the period starting on the date your Service terminates through the date that is the [#] month anniversary thereof. The expiration date of your Full Career Vesting Period shall be the last day of such period.

“Full Career Vesting Benefit” means the right and benefit to have the Full Career Vesting Period apply to this award, such that you continue to vest in the RSUs as though you provided continuous Service through the expiration date of the Full Career Vesting Period. Such right and benefit is qualified and conditioned upon the performance and/or achievement of each of the following criteria:

1.	[You provided at least [#] days prior written notice (“Notice”) to the Company’s then Chief Executive Officer of your intention to voluntarily terminate Service with the Company due to your good faith intention to cease all full-time employment, with the Company or otherwise, and during which Notice period you provided such services as requested by the Company in a cooperative and professional manner;
2.	On the date immediately prior to the termination of your Service, you are at least [#] years of age and have completed at least [#] years of continuous Service with the Company;
3.	You have signed and not revoked a release of claims against the Company in a form reasonably acceptable to the Company, in each case, within the time periods specified in such release of claims and such release of claims has become effective; and
4.	[ANY ADDITIONAL CRITERIA LISTED HERE]]

This Attachment 1 is subject to the terms and conditions of the Plan, which among other things, provides that any dispute regarding the interpretation of this Attachment 1 shall be submitted by you or Company to the Committee for review and the resolution of such a dispute by the Committee shall be final and binding on the Company and you.

NOTICE OF RSU/CASH AWARD

LENDINGCLUB CORPORATION

2014 EQUITY INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in the LendingClub Corporation (the “Company”) 2014 Equity Incentive Plan (the “Plan”) shall have the same meanings in this Notice of RSU/Cash Award (the “Notice”) and the attached RSU/Cash Award Agreement (the “Award Agreement”). You have been granted an award of Restricted Stock Units (“RSUs”) under the Plan subject to the terms and conditions of the Plan, this Notice and the attached Award Agreement. If indicated below, you have also been granted a cash award (“Cash Award”) subject to the terms and conditions of the Plan, this Notice and the attached Award Agreement. For purposes of this Notice and the attached Award Agreement, the RSUs and the Cash Award are collectively referred to as the “Award”.

Name:
Address:
Number of RSUs:
Cash Award:
Date of Grant:
Vesting Commencement Date:
Expiration Date:	The date on which settlement of all RSUs (and if applicable payment of the entire Cash Award) granted hereunder occurs. This Award expires earlier if your Service terminates earlier, as described in the Award Agreement.
Vesting Schedule:	Subject to the limitations set forth in the Notice, the Plan and the Award Agreement: a.[##]% of the total number of RSUs will vest on the three month anniversary of the Vesting Commencement Date and [##]% of the total number of RSUs will vest on each three month anniversary thereafter so long as your Service continues; and a.if applicable, [##]% of the Cash Award will vest on the three month anniversary of the Vesting Commencement Date and [##]% of the Cash Award will vest on each three month anniversary thereafter so long as your Service continues.
Additional Terms:	☐ If this box is checked, the additional terms and conditions set forth on Attachment 1 hereto (as executed by the Company) are applicable and are incorporated herein by reference. No document need be attached as Attachment 1 if the box is not checked

You acknowledge that the vesting of the Award pursuant to this Notice is earned only by continuing Service. By accepting this award, you and the Company agree that the RSUs are granted under and both the RSUs and the Cash Award are governed by the terms and conditions of the Plan, the Notice and the Award Agreement. By accepting this Award, you consent to electronic delivery as set forth in the Award Agreement.

PARTICIPANT	LENDINGCLUB CORPORATION
Signature:	By:
Print Name:	Name:
	Its:

RSU/CASH AWARD AGREEMENT

LENDINGCLUB CORPORATION

2014 EQUITY INCENTIVE PLAN

You have been granted Restricted Stock Units (“RSUs”) by LendingClub Corporation (the “Company”) subject to the terms, restrictions and conditions of the Plan, the Notice of RSU/Cash Award (the “Notice”) and this RSU/Cash Award Agreement (this “Award Agreement”). If indicated in the Notice, you have also been granted a cash award (“Cash Award”) subject to the terms and conditions of the Plan, the Notice and this Award Agreement. For purposes of this Notice and this Award Agreement, the RSUs and the Cash Award are collectively referred to as the “Award”.

1. Settlement/Payment. Settlement of RSUs shall be made in the same calendar year as the applicable date of vesting under the vesting schedule set forth in the Notice; provided, however, that if the vesting date under the vesting schedule set forth in the Notice is in December, then settlement of any RSUs that vest in December shall be within 30 days of vesting. Settlement of RSUs shall be in Shares. Settlement means the delivery of the Shares vested under an RSU. No fractional RSUs or rights for fractional Shares shall be created pursuant to this Award Agreement. Payment of cash under the Cash Award shall be made in the same calendar year as the applicable date of vesting under the vesting schedule set forth in the Notice; provided, however, that if the vesting date under the vesting schedule set forth in the Notice is in December, then payment of any portion of the Cash Award that vest in December shall be within 30 days of vesting. The Committee has full and absolute discretion to pay any or all of the Cash Award using Shares (rounded to the nearest whole Share for each vesting date) in lieu of cash if it reasonably believes that paying any or all of the Cash Award in cash would be impermissible under applicable laws, including without limitation if the Company (or any of its Subsidiaries or Affiliates) is required or instructed by the federal banking regulations and/or regulators to preserve cash.

2. No Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested RSUs (or, if applicable, paid for the vested portion of the Cash Award pursuant to the last sentence of Section 1 of this Award Agreement), you shall have no ownership of such Shares and shall have no right to dividends or to vote such Shares.

3. Dividend Equivalents. Dividends, if any (whether in cash or Shares), shall not be credited to you.

4. No Transfer. The Award may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of in any manner other than by will or by the laws of descent or distribution or court order or unless otherwise permitted by the Committee on a case-by-case basis.

5. Termination. If your Service terminates for any reason, all unvested portion of the Award shall be forfeited to the Company forthwith, and all rights you have to such unvested portion of the Award shall immediately terminate. In case of any dispute as to whether your termination of Service has occurred, the Committee shall have sole discretion to determine whether such termination has occurred and the effective date of such termination.

6. Tax Consequences. You acknowledge that you will recognize tax consequences in connection with the Award. You should consult a tax adviser regarding your tax obligations in the jurisdiction where you are subject to tax.

7. Withholding Taxes and Stock Withholding. Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the

grant, vesting or settlement of the RSUs or the grant, vesting or payment of the Cash Award, the subsequent sale of Shares acquired pursuant to the Award and the receipt of any dividends; and (ii) do not commit to structure the terms or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items. You acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the settlement of your RSUs (or, if applicable, payment of Shares for the vested portion of the Cash Award pursuant to the last sentence of Section 1 of this Award Agreement), you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable (which, if you are an Insider, shall be determined without regard to any potential application of Section 83(c)(3) of the Code) by you from your wages or other cash compensation paid to you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to you when your RSUs are settled or payment of Shares is made under the Cash Award pursuant to the last sentence of Section 1 of this Award Agreement, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sales by this authorization), (c) your payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares will be applied as a credit against the withholding taxes. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. You acknowledge that the Company has no obligation to deliver Shares or cash to you until you have satisfied the obligations in connection with the Tax-Related Items as described in this Section. With respect to payment of cash under the Cash Award, the Company and/or the Employer will satisfy all withholding obligations from such cash payment.

8. Acknowledgement. The Company and you agree that the RSUs is granted under the Plan and that the entire Award is governed by the Notice, this Award Agreement and the provisions of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of the Plan and the Plan prospectus, (ii) represent that you have carefully read and are familiar with their provisions, and (iii) hereby accept the Award subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and this Award Agreement.

9. Entire Agreement; Enforcement of Rights. This Award Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this Award Agreement, nor any waiver of any rights under this Award Agreement, shall be effective unless in writing and signed by the parties to this Award Agreement. The failure by either party to enforce any rights under this Award Agreement shall not be construed as a waiver of any rights of such party.

10. Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the

time of such issuance or transfer. The Shares issued pursuant to this Award Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

11. Governing Law; Severability. If one or more provisions of this Award Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Award Agreement, (ii) the balance of this Award Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Award Agreement shall be enforceable in accordance with its terms. This Award Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice and this Award Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of California and agree that any such litigation shall be conducted only in the courts of California in Santa Clara County or the federal courts of the United States for the Northern District of California and no other courts.

12. No Rights as Employee, Director or Consultant. Nothing in this Award Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without Cause.

13. Consent to Electronic Delivery of All Plan Documents and Disclosures. By your acceptance of this Award, you consent to the electronic delivery of the Notice, this Award Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the Award. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the Company by telephone, through a postal service or electronic mail at. You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, you understand that your consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at . Finally, you understand that you are not required to consent to electronic delivery.

14. Code Section 409A. For purposes of this Award Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the Internal Revenue Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this Award Agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the six-month period measured from your separation from service or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. To the extent any payment under this Award Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also

qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

15. Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the Award shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of your employment or other Service that is applicable to you. In addition to any other remedies available under such policy, applicable law may require the cancellation of your Award (whether vested or unvested) and the recoupment of any gains realized with respect to your Award.

BY ACCEPTING THIS AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Scott Sanborn, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of LendingClub Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2023

/s/ SCOTT SANBORN

Scott Sanborn

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Andrew LaBenne, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of LendingClub Corporation; 

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2023  

/s/ ANDREW LABENNE

Andrew LaBenne

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of LendingClub Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ SCOTT SANBORN
Scott Sanborn
Chief Executive Officer
(Principal Executive Officer)
/s/ ANDREW LABENNE
Andrew LaBenne
Chief Financial Officer
Dated:	July 31, 2023

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Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Jul. 21, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Entity File Number	001-36771
Entity Registrant Name	LendingClub Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	51-0605731
Entity Address, Address Line One	595 Market Street, Suite 200,
Entity Address, City or Town	San Francisco,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
City Area Code	415
Local Phone Number	632-5600
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	LC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		108,694,120
Entity Central Index Key	0001409970
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Document Transition Report	false

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands		Jun. 30, 2023	Dec. 31, 2022
Assets:
Cash and due from banks		$ 20,950	$ 23,125
Interest-bearing deposits in banks		1,182,974	1,033,905
Total cash and cash equivalents		1,203,924	1,057,030
Restricted cash	[1]	34,792	67,454
Securities available for sale at fair value ($579,704 and $399,668 at amortized cost, respectively)		523,579	345,702
Loans held for sale at fair value		250,361	110,400
Loans and leases held for investment		5,533,349	5,033,154
Allowance for loan and lease losses		(355,163)	(327,852)
Loans and leases held for investment, net		5,178,186	4,705,302
Loans held for investment at fair value	[1]	404,119	925,938
Retail and certificate loans held for investment at fair value	[1]	26,837	55,425
Property, equipment and software, net		151,608	136,473
Goodwill		75,717	75,717
Other assets	[1]	493,383	500,306
Total assets		8,342,506	7,979,747
Deposits:
Interest-bearing		6,653,749	6,158,560
Noninterest-bearing		189,786	233,993
Total deposits		6,843,535	6,392,553
Borrowings	[1]	15,675	74,858
Retail notes, certificates and secured borrowings at fair value	[1]	26,837	55,425
Other liabilities	[1]	250,936	292,617
Total liabilities		7,136,983	6,815,453
Equity
Common stock, $0.01 par value; 180,000,000 shares authorized; 108,694,120 and 106,546,995 shares issued and outstanding, respectively		1,087	1,065
Additional paid-in capital		1,647,593	1,628,590
Accumulated deficit		(403,969)	(427,745)
Accumulated other comprehensive loss		(39,188)	(37,616)
Total equity		1,205,523	1,164,294
Total liabilities and equity		$ 8,342,506	$ 7,979,747

[1] Includes amounts in consolidated variable interest entities (VIEs). See “Notes to Condensed Consolidated Financial Statements – Note 6. Securitizations and Variable Interest Entities.”

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Securities available for sale at amortized cost	$ 579,704	$ 399,668
Common stock, par value ($ per share)	$ 0.01	$ 0.01
Common stock, authorized (shares)	180,000,000	180,000,000
Common stock, shares issued (shares)	108,694,120	106,546,995
Common stock, shares outstanding (shares)	108,694,120	106,546,995

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Condensed Consolidated Statements of Income - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Non-interest income:
Marketplace revenue		$ 82,783	$ 206,384	$ 178,417	$ 386,350
Other non-interest income		3,035	7,448	6,391	17,339
Total non-interest income		85,818	213,832	184,808	403,689
Interest income:
Interest on loans held for sale		4,433	7,130	10,190	14,580
Interest and fees on loans and leases held for investment		162,085	108,911	312,552	200,353
Interest on loans held for investment at fair value		21,692	631	48,584	1,224
Interest on retail and certificate loans held for investment at fair value		1,194	5,091	2,877	12,060
Interest on securities available for sale		5,948	4,426	9,848	8,937
Other interest income		19,134	2,279	32,848	2,967
Total interest income		214,486	128,468	416,899	240,121
Interest expense:
Interest on deposits		66,521	6,078	119,794	9,516
Interest on retail notes, certificates and secured borrowings		1,194	5,091	2,877	12,060
Other interest expense		119	1,073	872	2,639
Total interest expense		67,834	12,242	123,543	24,215
Net interest income		146,652	116,226	293,356	215,906
Total net revenue		232,470	330,058	478,164	619,595
Provision for credit losses		66,595	70,566	137,179	123,075
Non-interest expense:
Compensation and benefits		71,553	85,103	144,860	166,713
Marketing		23,940	61,497	50,820	116,577
Equipment and software		13,968	12,461	27,664	23,507
Depreciation and amortization		11,638	10,557	23,992	21,596
Professional services		9,974	16,138	19,032	28,544
Occupancy		4,684	6,209	8,994	12,228
Other non-interest expense		15,322	17,421	33,025	31,425
Total non-interest expense		151,079	209,386	308,387	400,590
Income before income tax benefit (expense)		14,796	50,106	32,598	95,930
Income tax benefit (expense)		(4,686)	131,954	(8,822)	126,966
Net income		$ 10,110	$ 182,060	$ 23,776	$ 222,896
Earnings per share:
Basic EPS ($ per share)	[1]	$ 0.09	$ 1.77	$ 0.22	$ 2.18
Diluted EPS ($ per share)	[1]	$ 0.09	$ 1.73	$ 0.22	$ 2.13
Weighted-average common shares – Basic (shares)	[1]	107,892,590	102,776,867	107,405,072	102,138,760
Weighted-average common shares – Diluted (shares)	[1]	107,895,072	105,042,626	107,409,129	104,644,825

[1] See “Notes to Condensed Consolidated Financial Statements – Note 3. Earnings Per Share” for additional information.

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Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income		$ 10,110	$ 182,060	$ 23,776	$ 222,896
Other comprehensive loss:
Net unrealized loss on securities available for sale		(7,758)	(19,830)	(2,159)	(39,817)
Other comprehensive loss, before tax		(7,758)	(19,830)	(2,159)	(39,817)
Income tax effect	[1]	2,107	11,128	587	10,928
Other comprehensive loss, net of tax		(5,651)	(8,702)	(1,572)	(28,889)
Total comprehensive income		$ 4,459	$ 173,358	$ 22,204	$ 194,007

[1] Income tax effect for the second quarter and first half of 2022 reflects the release of the deferred tax asset valuation allowance on the securities available for sale portfolio.

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Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (shares) at Dec. 31, 2021		101,043,924
Beginning balance at Dec. 31, 2021	$ 850,242	$ 1,010	$ 1,559,616	$ 7,046	$ (717,430)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	36,851		36,851
Net issuances under equity incentive plans (in shares)		2,586,852
Net issuances under equity incentive plans	(1,983)	$ 26	(2,009)
Net unrealized loss on securities available for sale, net of tax	(28,889)			(28,889)
Net income	222,896				222,896
Ending balance (shares) at Jun. 30, 2022		103,630,776
Ending balance at Jun. 30, 2022	1,079,117	$ 1,036	1,594,458	(21,843)	(494,534)
Beginning balance (shares) at Mar. 31, 2022		102,194,037
Beginning balance at Mar. 31, 2022	887,434	$ 1,022	1,576,147	(13,141)	(676,594)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	19,664		19,664
Net issuances under equity incentive plans (in shares)		1,436,739
Net issuances under equity incentive plans	(1,339)	$ 14	(1,353)
Net unrealized loss on securities available for sale, net of tax	(8,702)			(8,702)
Net income	182,060				182,060
Ending balance (shares) at Jun. 30, 2022		103,630,776
Ending balance at Jun. 30, 2022	$ 1,079,117	$ 1,036	1,594,458	(21,843)	(494,534)
Beginning balance (shares) at Dec. 31, 2022	106,546,995	106,546,995
Beginning balance at Dec. 31, 2022	$ 1,164,294	$ 1,065	1,628,590	(37,616)	(427,745)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	32,091		32,091
Net issuances under equity incentive plans (in shares)		2,147,125
Net issuances under equity incentive plans	(13,066)	$ 22	(13,088)
Net unrealized loss on securities available for sale, net of tax	(1,572)			(1,572)
Net income	$ 23,776				23,776
Ending balance (shares) at Jun. 30, 2023	108,694,120	108,694,120
Ending balance at Jun. 30, 2023	$ 1,205,523	$ 1,087	1,647,593	(39,188)	(403,969)
Beginning balance (shares) at Mar. 31, 2023		107,460,734
Beginning balance at Mar. 31, 2023	1,190,742	$ 1,075	1,637,283	(33,537)	(414,079)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	18,021		18,021
Net issuances under equity incentive plans (in shares)		1,233,386
Net issuances under equity incentive plans	(7,699)	$ 12	(7,711)
Net unrealized loss on securities available for sale, net of tax	(5,651)			(5,651)
Net income	$ 10,110				10,110
Ending balance (shares) at Jun. 30, 2023	108,694,120	108,694,120
Ending balance at Jun. 30, 2023	$ 1,205,523	$ 1,087	$ 1,647,593	$ (39,188)	$ (403,969)

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income		$ 23,776	$ 222,896
Adjustments to reconcile net income to net cash provided by operating activities:
Net fair value adjustments		38,856	(24,896)
Change in fair value of loan servicing assets		29,650	38,013
Gain on sales of loans		(27,346)	(53,429)
Provision for credit losses		137,179	123,075
Accretion of loan deferred fees and costs		(50,292)	(41,392)
Stock-based compensation, net		27,716	33,467
Depreciation and amortization		23,992	21,596
Income tax benefit from release of tax valuation allowance		0	(135,300)
Other, net		(6,363)	2,520
Net change to loans held for sale		(138,347)	66,787
Net change in operating assets and liabilities:
Other assets		14,065	(6,648)
Other liabilities		(49,751)	(14,734)
Net cash provided by operating activities		23,135	231,955
Cash Flows from Investing Activities:
Net change in loans and leases		(222,167)	(881,279)
Net decrease in retail and certificate loans		30,222	113,422
Purchases of securities available for sale		(45,120)	(222,534)
Proceeds from maturities and paydowns of securities available for sale		19,022	49,645
Purchases of property, equipment and software, net		(32,255)	(37,358)
Other investing activities		(7,600)	(4,023)
Net cash used for investing activities		(257,898)	(982,127)
Cash Flows from Financing Activities:
Net change in deposits		450,559	1,391,884
Principal payments on borrowings		(58,276)	(183,244)
Principal payments on retail notes and certificates		(30,222)	(113,498)
Other financing activities		(13,066)	(6,324)
Net cash provided by financing activities		348,995	1,088,818
Net Increase in Cash, Cash Equivalents and Restricted Cash		114,232	338,646
Cash, Cash Equivalents and Restricted Cash, Beginning of Period		1,124,484	763,586
Cash, Cash Equivalents and Restricted Cash, End of Period		1,238,716	1,102,232
Supplemental Cash Flow Information:
Cash paid for interest		115,112	19,463
Cash paid for taxes		7,245	10,840
Cash paid for operating leases included in the measurement of lease liabilities		6,364	9,253
Non-cash investing activity:
Net securities retained from Structured Program transactions		153,229	0
Non-cash financing activity:
Derecognition of payable to securitization note and residual certificate holders held in consolidated VIE		0	36,072
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents		1,203,924
Restricted cash	[1]	34,792
Total cash, cash equivalents and restricted cash		$ 1,238,716	$ 1,102,232

[1] Includes amounts in consolidated variable interest entities (VIEs). See “Notes to Condensed Consolidated Financial Statements – Note 6. Securitizations and Variable Interest Entities.”

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

On February 1, 2021, LendingClub Corporation (LendingClub) completed the acquisition (the Acquisition) of Radius Bancorp, Inc. (Radius), whereby LendingClub became a bank holding company and formed LendingClub Bank, National Association (LC Bank) as its wholly-owned subsidiary. The Company operates the vast majority of its business through LC Bank, as a lender and originator of loans and as a regulated bank in the United States.

All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and, in the opinion of management, contain all adjustments, including normal recurring adjustments, necessary for the fair statement of the results and financial position for the periods presented. These accounting principles require management to make certain estimates and assumptions that affect the amounts in the accompanying financial statements. These estimates and assumptions are inherently subjective in nature and actual results may differ from these estimates and assumptions, and the differences could be material. Results reported in interim periods are not necessarily indicative of results for the full year or any other interim period. Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation.

The accompanying interim condensed consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (Annual Report) filed on February 9, 2023.

Significant Accounting Policies

The Company’s significant accounting policies are discussed in “Part II – Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies” in the Annual Report. There have been no changes to these significant accounting policies for the six-month period ended June 30, 2023, except for the impact of the new adopted accounting standards noted below.

Adoption of New Accounting Standards

The Company adopted the following new accounting standard during the six-month period ended June 30, 2023:

The FASB issued Accounting Standards Update (ASU) 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors that have adopted the Current Expected Credit Losses (CECL) model and adds a requirement to disclose current period gross charge-offs by year of origination. The Company adopted ASU 2022-02 as of January 1, 2023, on a prospective basis. The ASU updates the requirements related to accounting for credit losses under Accounting Standards Codification 326, including removing anticipatory TDRs and requiring the use of the post-modified effective interest rate when a discounted cash flow method is used in the CECL calculation. The ASU updates disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty.

The FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which, if certain criteria are met, provide optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform. The provisions of this topic are elective and may be applied prospectively as of the beginning of the reporting period when the election is made through December 31, 2024.

The Company adopted this standard as of April 1, 2023. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations, cash flows, and disclosures.

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Marketplace Revenue

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Marketplace Revenue

Marketplace Revenue

Marketplace revenue consists of (i) origination fees, (ii) servicing fees, (iii) gain (loss) on sales of loans and (iv) net fair value adjustments, as described below.

Origination Fees: The Company receives fees from borrowers for the origination of unsecured personal loans that are held for sale.

Servicing Fees: The Company receives servicing fees to compensate it for servicing loans on behalf of investors, including managing payments and collections from borrowers and payments to those investors. The amount of servicing fee revenue earned is predominantly affected by the servicing rates paid by investors and the outstanding principal balance of loans serviced for investors. Servicing fee revenue related to loans sold also includes the associated change in the fair value of servicing assets.

Gain (Loss) on Sales of Loans: In connection with loan sales, the Company recognizes a gain or loss on the sale of loans based on the level to which the contractual servicing fee is above or below an estimated market rate of servicing. Additionally, the Company recognizes transaction costs, if any, as a loss on sale of loans.

Net Fair Value Adjustments: The Company records fair value adjustments on loans that are recorded at fair value, including gains or losses from sale prices in excess of or less than the loan principal amount sold.

The following table presents components of marketplace revenue for the periods presented:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Origination fees	$	70,989	$	149,252	$	141,532	$	271,345
Servicing fees	22,015		18,166		48,395		36,680
Gain on sales of loans	13,221		29,319		27,346		53,429
Net fair value adjustments	(23,442)		9,647		(38,856)		24,896
Total marketplace revenue	$	82,783	$	206,384	$	178,417	$	386,350

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Earnings Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

The following table details the computation of the Company’s Basic and Diluted EPS:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Basic EPS:
Net income attributable to stockholders	$	10,110	$	182,060	$	23,776	$	222,896
Weighted-average common shares – Basic	107,892,590		102,776,867		107,405,072		102,138,760
Basic EPS	$	0.09	$	1.77	$	0.22	$	2.18
Diluted EPS:
Net income attributable to stockholders	$	10,110	$	182,060	$	23,776	$	222,896
Weighted-average common shares – Diluted	107,895,072		105,042,626		107,409,129		104,644,825
Diluted EPS	$	0.09	$	1.73	$	0.22	$	2.13

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Securities Available for Sale

6 Months Ended

Jun. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Securities Available for Sale

Securities Available for Sale

The amortized cost, gross unrealized gains and losses, credit valuation allowance and fair value of available for sale (AFS) securities were as follows:

June 30, 2023	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. agency residential mortgage-backed securities	$	254,999	$	—	$	(40,483)	$	214,516
Senior asset-backed securities related to Structured Program transactions	144,529		—		(605)		143,924
U.S. agency securities	93,449		—		(14,409)		79,040
Mortgage-backed securities	43,723		—		(5,580)		38,143
Other asset-backed securities	29,187		44		(765)		28,466
Other asset-backed securities related to Structured Program transactions (1)	10,550		6,452		(22)		16,980
Municipal securities	3,267		—		(757)		2,510
Total securities available for sale (2)	$	579,704	$	6,496	$	(62,621)	$	523,579

December 31, 2022	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. agency residential mortgage-backed securities	$	255,675	$	—	$	(41,248)	$	214,427
U.S. agency securities	90,447		—		(16,053)		74,394
Mortgage-backed securities	26,988		—		(4,470)		22,518
Asset-backed securities related to Structured Program transactions	8,322		9,395		—		17,717
Other asset-backed securities	14,959		29		(785)		14,203
Municipal securities	3,277		—		(834)		2,443
Total securities available for sale (2)	$	399,668	$	9,424	$	(63,390)	$	345,702

(1)    As of June 30, 2023, $8.5 million of the other asset-backed securities related to Structured Program transactions at fair value are subject to restrictions on transfer pursuant to the Company’s obligations as a “sponsor” under the U.S. Risk Retention Rules.

(2)    As of June 30, 2023 and December 31, 2022, includes $352.1 million and $319.0 million, respectively, of fair value securities pledged as collateral.

A summary of AFS securities with unrealized losses for which a credit valuation allowance has not been recorded, aggregated by period of continuous unrealized loss, is as follows:

	Less than 12 months				12 months or longer				Total
June 30, 2023	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. agency residential mortgage-backed securities	$	22,653	$	(1,331)	$	191,863	$	(39,152)	$	214,516	$	(40,483)
Senior asset-backed securities related to Structured Program transactions	94,552		(605)		—		—		94,552		(605)
U.S. agency securities	5,878		(122)		73,162		(14,287)		79,040		(14,409)
Mortgage-backed securities	16,946		(787)		21,197		(4,793)		38,143		(5,580)
Other asset-backed securities	14,035		(48)		8,479		(717)		22,514		(765)
Other asset-backed securities related to Structured Program transactions	5,703		(22)		—		—		5,703		(22)
Municipal securities	—		—		2,510		(757)		2,510		(757)
Total securities with unrealized losses	$	159,767	$	(2,915)	$	297,211	$	(59,706)	$	456,978	$	(62,621)
	Less than 12 months				12 months or longer				Total
December 31, 2022	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. agency residential mortgage-backed securities	$	111,843	$	(15,831)	$	102,584	$	(25,417)	$	214,427	$	(41,248)
U.S. agency securities	50,352		(7,213)		24,042		(8,840)		74,394		(16,053)
Mortgage-backed securities	2,441		(229)		20,077		(4,241)		22,518		(4,470)
Other asset-backed securities	4,086		(73)		6,945		(712)		11,031		(785)
Municipal securities	—		—		2,443		(834)		2,443		(834)
Total securities with unrealized losses	$	168,722	$	(23,346)	$	156,091	$	(40,044)	$	324,813	$	(63,390)

There was no activity in the allowance for AFS securities during the second quarters and first halves of 2023 and 2022. At June 30, 2023, the majority of the Company’s AFS investment portfolio was comprised of U.S. agency-backed securities and asset-backed securities related to Structured Program transactions. Management considers U.S. agency-backed securities to be of the highest credit quality and rating given the guarantee of principal and interest by certain U.S. government agencies. Most of the remaining securities in an unrealized loss position in the Company’s AFS investment portfolio at June 30, 2023, were rated investment grade. Substantially all of these unrealized losses in the AFS investment portfolio were caused by interest rate increases. The Company does not intend to sell the investment portfolio, and it is not more likely than not that it will be required to sell any investment before recovery of its amortized cost basis. For a description of management’s quarterly evaluation of AFS securities in an unrealized loss position, see “Part II – Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies” in our Annual Report.

The contractual maturities of AFS securities were as follows:

June 30, 2023	Amortized Cost		Fair Value		Weighted- average Yield (1)
Due after 1 year through 5 years:
Senior asset-backed securities related to Structured Program transactions	$	144,529	$	143,924
Other asset-backed securities related to Structured Program transactions	10,550		16,980
U.S. agency securities	9,000		8,595
Mortgage-backed securities	1,788		1,583
U.S. agency residential mortgage-backed securities	4		4
Total due after 1 year through 5 years	165,871		171,086		5.19	%
Due after 5 years through 10 years:
U.S. agency securities	18,847		17,257
Other asset-backed securities	16,491		16,471
U.S. agency residential mortgage-backed securities	5,512		5,127
Mortgage-backed securities	2,047		1,693
Municipal securities	622		541
Total due after 5 years through 10 years	43,519		41,089		4.19	%
Due after 10 years:
U.S. agency residential mortgage-backed securities	249,483		209,385
U.S. agency securities	65,602		53,188
Mortgage-backed securities	39,888		34,867
Other asset-backed securities	12,696		11,995
Municipal securities	2,645		1,969
Total due after 10 years	370,314		311,404		2.69	%
Total securities available for sale	$	579,704	$	523,579	3.52	%

(1)    The weighted-average yield is computed using the amortized cost at June 30, 2023.

There were no sales of AFS securities during the second quarters and first halves of 2023 and 2022

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Loans and Leases Held for Investment at Amortized Cost, Net of Allowance for Loan and Lease Losses

6 Months Ended

Jun. 30, 2023

Loans and Leases Receivable Disclosure [Abstract]

Loans and Leases Held for Investment at Amortized Cost, Net of Allowance for Loan and Lease Losses

Loans and Leases Held for Investment at Amortized Cost, Net of Allowance for Loan and Lease Losses

LendingClub records certain loans and leases held for investment (HFI) at amortized cost. Other HFI and all held for sale (HFS) loans are recorded at fair value with the Company’s election of the fair value option. Net accrued interest receivable is excluded from the amortized cost basis of loans and leases HFI and is reported within “Other assets” on the Balance Sheet. Net accrued interest receivable related to loans and leases HFI at amortized cost was $32.2 million and $27.9 million as of June 30, 2023 and December 31, 2022, respectively.

Loans and Leases Held for Investment at Amortized Cost

The Company defines its loans and leases HFI portfolio segments as (i) consumer and (ii) commercial. The following table presents the components of each portfolio segment by class of financing receivable:

	June 30, 2023		December 31, 2022
Unsecured personal	$	4,371,330	$	3,866,373
Residential mortgages	192,256		199,601
Secured consumer	237,372		194,634
Total consumer loans held for investment	4,800,958		4,260,608
Equipment finance (1)	142,073		160,319
Commercial real estate	382,738		373,501
Commercial and industrial (2)	207,580		238,726
Total commercial loans and leases held for investment	732,391		772,546
Total loans and leases held for investment	5,533,349		5,033,154
Allowance for loan and lease losses	(355,163)		(327,852)
Loans and leases held for investment, net (3)	$	5,178,186	$	4,705,302

(1)    Comprised of sales-type leases for equipment. See “Note 16. Leases” for additional information.

(2)    Includes $17.6 million and $67.0 million of pledged loans under the Paycheck Protection Program (PPP) as of June 30, 2023 and December 31, 2022, respectively.

(3)    As of June 30, 2023 and December 31, 2022, the Company had $4.8 billion and $283.6 million in loans pledged as collateral under the Federal Reserve Bank (FRB) Discount Window, respectively. In addition, as of June 30, 2023 and December 31, 2022, the Company had $151.2 million and $156.2 million in loans pledged to the Federal Home Loan Bank (FHLB) of Des Moines, respectively.

June 30, 2023	Gross		ALLL		Net		Allowance Ratios (1)
Total consumer loans held for investment	$	4,800,958	$	341,161	$	4,459,797	7.1	%
Total commercial loans and leases held for investment	732,391		14,002		718,389		1.9	%
Total loans and leases held for investment	$	5,533,349	$	355,163	$	5,178,186	6.4	%

December 31, 2022	Gross		ALLL		Net		Allowance Ratios (1)
Total consumer loans held for investment	$	4,260,608	$	312,489	$	3,948,119	7.3	%
Total commercial loans and leases held for investment	772,546		15,363		757,183		2.0	%
Total loans and leases held for investment	$	5,033,154	$	327,852	$	4,705,302	6.5	%

(1)    Calculated as the ratio of allowance for loan and lease losses (ALLL) to loans and leases HFI at amortized cost.

The activity in the ACL by portfolio segment was as follows:

	Three Months Ended June 30,
	2023						2022
	Consumer		Commercial		Total		Consumer		Commercial		Total
Allowance for loan and lease losses, beginning of period	$	333,546	$	15,311	$	348,857	$	173,857	$	14,128	$	187,985
Credit loss expense for loans and leases held for investment	66,874		(684)		66,190		68,314		1,739		70,053
Charge-offs (1)	(63,345)		(924)		(64,269)		(14,707)		(1,145)		(15,852)
Recoveries	4,086		299		4,385		720		354		1,074
Allowance for loan and lease losses, end of period	$	341,161	$	14,002	$	355,163	$	228,184	$	15,076	$	243,260
Reserve for unfunded lending commitments, beginning of period	$	67	$	1,545	$	1,612	$	—	$	1,512	$	1,512
Credit loss expense for unfunded lending commitments	(67)		472		405		136		377		513
Reserve for unfunded lending commitments, end of period (2)	$	—	$	2,017	$	2,017	$	136	$	1,889	$	2,025

	Six Months Ended June 30,
	2023						2022
	Consumer		Commercial		Total		Consumer		Commercial		Total
Allowance for loan and lease losses, beginning of period	$	312,489	$	15,363	$	327,852	$	128,812	$	15,577	$	144,389
Credit loss expense for loans and leases held for investment	137,558		(518)		137,040		122,032		249		122,281
Charge-offs (1)	(115,557)		(1,275)		(116,832)		(23,724)		(1,217)		(24,941)
Recoveries	6,671		432		7,103		1,064		467		1,531
Allowance for loan and lease losses, end of period	$	341,161	$	14,002	$	355,163	$	228,184	$	15,076	$	243,260
Reserve for unfunded lending commitments, beginning of period	$	18	$	1,860	$	1,878	$	—	$	1,231	$	1,231
Credit loss expense for unfunded lending commitments	(18)		157		139		136		658		794
Reserve for unfunded lending commitments, end of period (2)	$	—	$	2,017	$	2,017	$	136	$	1,889	$	2,025

(1)    Unsecured personal loans are charged-off when a borrower is (i) contractually 120 days past due or (ii) two payments past due and has filed for bankruptcy or is deceased.

(2)    Relates to $108.9 million and $132.6 million of unfunded commitments, associated primarily with the commercial loan portfolio, as of June 30, 2023 and 2022, respectively.

The following table presents year-to-date gross charge-offs by origination year for the period presented:

	Six Months Ended June 30, 2023
	Gross Charge-Offs by Origination Year
	2023		2022		2021		2020		2019		Prior		Total
Unsecured personal	$	1,596	$	63,295	$	49,331	$	—	$	—	$	—	$	114,222
Residential mortgages	—		—		—		—		—		—		—
Secured consumer	19		1,026		290		—		—		—		1,335
Total consumer loans held for investment	1,615		64,321		49,621		—		—		—		115,557
Equipment finance	—		—		—		—		—		—		—
Commercial real estate	—		—		—		—		—		—		—
Commercial and industrial	—		—		923		—		318		34		1,275
Total commercial loans and leases held for investment	—		—		923		—		318		34		1,275
Total loans and leases held for investment	$	1,615	$	64,321	$	50,544	$	—	$	318	$	34	$	116,832

The Company has programs to modify loans for borrowers experiencing financial difficulty. Such modifications primarily include principal forgiveness, term extensions and/or interest rate reductions. Given that unsecured personal loans typically charge-off within a few months following modification, the total amortized cost balances are not significant for the period presented.

Consumer Lending Credit Quality Indicators

The Company evaluates the credit quality of its consumer loan portfolio based on the aging status of the loan and by payment activity. Loan delinquency reporting is based upon borrower payment activity relative to the contractual terms of the loan. The following tables present the classes of financing receivables within the consumer portfolio segment by credit quality indicator based on delinquency status and origination year:

June 30, 2023	Term Loans and Leases by Origination Year
	2023		2022		2021		2020		2019		Prior		Total
Unsecured personal
Current	$	1,374,603	$	2,240,402	$	679,211	$	—	$	—	$	—	$	4,294,216
30-59 days past due	3,279		17,474		9,013		—		—		—		29,766
60-89 days past due	1,865		14,153		7,933		—		—		—		23,951
90 or more days past due	1,213		13,852		8,332		—		—		—		23,397
Total unsecured personal	1,380,960		2,285,881		704,489		—		—		—		4,371,330
Residential mortgages
Current	5		49,346		56,510		30,442		21,358		34,430		192,091
30-59 days past due	—		—		—		—		—		—		—
60-89 days past due	—		—		—		—		—		—		—
90 or more days past due	—		—		—		—		—		165		165
Total residential mortgages	5		49,346		56,510		30,442		21,358		34,595		192,256
Secured consumer
Current	80,331		124,585		29,849		—		2,502		—		237,267
30-59 days past due	—		35		19		—		—		—		54
60-89 days past due	—		51		—		—		—		—		51
90 or more days past due	—		—		—		—		—		—		—
Total secured consumer	80,331		124,671		29,868		—		2,502		—		237,372
Total consumer loans held for investment	$	1,461,296	$	2,459,898	$	790,867	$	30,442	$	23,860	$	34,595	$	4,800,958

December 31, 2022	Term Loans and Leases by Origination Year
	2022		2021		2020		2019		2018		Prior		Total
Unsecured personal
Current	$	2,835,460	$	977,224	$	—	$	—	$	—	$	—	$	3,812,684
30-59 days past due	11,149		9,867		—		—		—		—		21,016
60-89 days past due	7,785		8,633		—		—		—		—		16,418
90 or more days past due	6,813		9,442		—		—		—		—		16,255
Total unsecured personal	2,861,207		1,005,166		—		—		—		—		3,866,373
Residential mortgages
Current	49,721		58,353		31,465		21,683		4,546		33,248		199,016
30-59 days past due	—		—		—		—		—		—		—
60-89 days past due	—		—		—		—		—		254		254
90 or more days past due	—		—		—		—		—		331		331
Total residential mortgages	49,721		58,353		31,465		21,683		4,546		33,833		199,601
Secured consumer
Current	151,725		38,076		—		2,543		—		—		192,344
30-59 days past due	1,017		703		—		—		—		—		1,720
60-89 days past due	235		147		—		—		—		—		382
90 or more days past due	116		72		—		—		—		—		188
Total secured consumer	153,093		38,998		—		2,543		—		—		194,634
Total consumer loans held for investment	$	3,064,021	$	1,102,517	$	31,465	$	24,226	$	4,546	$	33,833	$	4,260,608

Commercial Lending Credit Quality Indicators

The Company evaluates the credit quality of its commercial loan portfolio based on regulatory risk ratings. The Company categorizes loans and leases into risk ratings based on relevant information about the quality and realizable value of collateral, if any, and the ability of borrowers to service their debts, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans and leases individually by classifying the loans and leases based on their associated credit risk and performs this analysis whenever credit is extended, renewed or modified, or when an observable event occurs indicating a potential decline in credit quality, and no less than annually for large balance loans. Risk rating classifications consist of the following:

Pass – Loans and leases that the Company believes will fully repay in accordance with the contractual loan terms.

Special Mention – Loans and leases with a potential weakness that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the Company’s credit position at some future date.

Substandard – Loans and leases that are inadequately protected by the current sound worth and paying capacity of the obligator or of the collateral pledged, if any. Loans and leases so classified have a well-defined weakness or weaknesses that jeopardize the repayment and liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Normal payment from the borrower is in jeopardy, although loss of principal, while still possible, is not imminent.

Doubtful – Loans and leases that have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.

Loss – Loans and leases that are considered uncollectible and of little value.

The following tables present the classes of financing receivables within the commercial portfolio segment by risk rating and origination year:

June 30, 2023	Term Loans and Leases by Origination Year
	2023		2022		2021		2020		2019		Prior		Total
Equipment finance
Pass	$	3,596	$	38,634	$	32,754	$	13,836	$	13,458	$	12,394	$	114,672
Special mention	—		15,369		1,881		6,295		3,173		—		26,718
Substandard	—		—		—		683		—		—		683
Doubtful	—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—
Total equipment finance	3,596		54,003		34,635		20,814		16,631		12,394		142,073
Commercial real estate
Pass	32,401		94,456		38,291		44,179		52,001		79,403		340,731
Special mention	—		—		—		—		259		9,389		9,648
Substandard	—		3,761		6,785		8,415		231		10,577		29,769
Doubtful	—		—		2,043		—		—		—		2,043
Loss	—		—		—		—		—		547		547
Total commercial real estate	32,401		98,217		47,119		52,594		52,491		99,916		382,738
Commercial and industrial
Pass	24,054		76,240		48,898		19,968		9,959		12,337		191,456
Special mention	—		770		29		96		214		558		1,667
Substandard	—		—		4,634		713		3,780		3,688		12,815
Doubtful	—		—		—		—		—		286		286
Loss	—		—		—		—		—		1,356		1,356
Total commercial and industrial	24,054		77,010		53,561		20,777		13,953		18,225		207,580
Total commercial loans and leases held for investment	$	60,051	$	229,230	$	135,315	$	94,185	$	83,075	$	130,535	$	732,391

December 31, 2022	Term Loans and Leases by Origination Year
	2022		2021		2020		2019		2018		Prior		Total
Equipment finance
Pass	$	59,227	$	38,218	$	25,014	$	15,785	$	11,880	$	3,444	$	153,568
Special mention	—		2,094		—		3,759		—		—		5,853
Substandard	—		—		859		—		39		—		898
Doubtful	—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—
Total equipment finance	59,227		40,312		25,873		19,544		11,919		3,444		160,319
Commercial real estate
Pass	100,602		53,445		47,497		52,834		35,992		60,976		351,346
Special mention	—		—		8,415		260		1,237		405		10,317
Substandard	—		—		—		643		2,404		8,215		11,262
Doubtful	—		—		—		—		—		—		—
Loss	—		—		—		—		—		576		576
Total commercial real estate	100,602		53,445		55,912		53,737		39,633		70,172		373,501
Commercial and industrial
Pass	61,076		99,264		24,726		13,866		5,174		10,831		214,937
Special mention	—		—		—		483		163		455		1,101
Substandard	—		9,361		4,529		3,623		797		2,820		21,130
Doubtful	—		—		—		—		—		286		286
Loss	—		—		—		—		1		1,271		1,272
Total commercial and industrial	61,076		108,625		29,255		17,972		6,135		15,663		238,726
Total commercial loans and leases held for investment	$	220,905	$	202,382	$	111,040	$	91,253	$	57,687	$	89,279	$	772,546

The following tables present an analysis of the past due loans and leases HFI within the commercial portfolio segment:

June 30, 2023	30-59 Days		60-89 Days		90 or More Days		Total
Equipment finance	$	485	$	—	$	683	$	1,168
Commercial real estate	2,115		—		10,561		12,676
Commercial and industrial (1)	184		358		1,608		2,150
Total commercial loans and leases held for investment	$	2,784	$	358	$	12,852	$	15,994

December 31, 2022	30-59 Days		60-89 Days		90 or More Days		Total
Equipment finance	$	3,172	$	—	$	859	$	4,031
Commercial real estate	—		102		—		102
Commercial and industrial (1)	—		—		1,643		1,643
Total commercial loans and leases held for investment	$	3,172	$	102	$	2,502	$	5,776

(1)    Past due PPP loans are excluded from the tables.

Nonaccrual Assets

Nonaccrual loans and leases are those for which accrual of interest has been suspended. Loans and leases are generally placed on nonaccrual status when contractually past due 90 days or more, or earlier if management believes that the probability of collection does not warrant further accrual, and are charged-off no later than 120 days past due.

The following table presents nonaccrual loans and leases:

	June 30, 2023				December 31, 2022
	Nonaccrual (1)		Nonaccrual with no related ACL (2)		Nonaccrual (1)		Nonaccrual with no related ACL (2)
Unsecured personal	$	23,397	$	—	$	16,255	$	—
Residential mortgages	322		322		331		331
Secured consumer	—		—		188		—
Total nonaccrual consumer loans held for investment	23,719		322		16,774		331
Equipment finance	683		—		898		39
Commercial real estate	19,298		9,360		1,018		1,018
Commercial and industrial	7,683		2,043		16,137		1,229
Total nonaccrual commercial loans and leases held for investment	27,664		11,403		18,053		2,286
Total nonaccrual loans and leases held for investment	$	51,383	$	11,725	$	34,827	$	2,617

(1)     Excluding PPP loans, there were no loans and leases that were 90 days or more past due and accruing as of both June 30, 2023 and December 31, 2022.

(2)     Subset of total nonaccrual loans and leases.

	June 30, 2023				December 31, 2022
	Nonaccrual		Nonaccrual Ratios (1)		Nonaccrual		Nonaccrual Ratios (1)
Total nonaccrual consumer loans held for investment	$	23,719	0.5	%	$	16,774	0.4	%
Total nonaccrual commercial loans and leases held for investment	27,664		3.8	%	18,053		2.3	%
Total nonaccrual loans and leases held for investment	$	51,383	0.9	%	$	34,827	0.7	%

(1)     Calculated as the ratio of nonaccruing loans and leases to loans and leases HFI at amortized cost.

Collateral-Dependent Assets

Certain loans on non-accrual status may be considered collateral-dependent loans if the borrower is experiencing financial difficulty and repayment of the loan is expected to be substantially through sale or operation of the collateral. Expected credit losses for the Company’s collateral-dependent loans are calculated as the difference between the amortized cost basis and the fair value of the underlying collateral less costs to sell, if applicable.

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Securitizations and Variable Interest Entities

6 Months Ended

Jun. 30, 2023

Transfers and Servicing [Abstract]

Securitization and Variable Interest Entities

Securitizations and Variable Interest Entities

VIE Assets and Liabilities

The following table presents the classifications of assets and liabilities on the Company’s Balance Sheet for its transactions with consolidated and unconsolidated VIEs. The Company’s transactions with VIEs include Structured Program transactions. The Company has also various forms of involvement with VIEs, including servicing loans and holding senior or subordinated interests in the VIEs. Additionally, the assets and liabilities in the table below exclude intercompany balances that were eliminated in consolidation.

	June 30, 2023						December 31, 2022
	Consolidated		Unconsolidated		Total		Consolidated		Unconsolidated		Total
Assets
Restricted cash	$	4,330	$	—	$	4,330	$	8,048	$	—	$	8,048
Securities available for sale at fair value	—		160,905		160,905		—		17,717		17,717
Loans held for investment at fair value	1,753		—		1,753		3,994		—		3,994
Retail and certificate loans held for investment at fair value	932		—		932		1,946		—		1,946
Other assets	23		11,695		11,718		206		10,464		10,670
Total assets	$	7,038	$	172,600	$	179,638	$	14,194	$	28,181	$	42,375
Liabilities
Borrowings	$	4,460	$	—	$	4,460	$	8,085	$	—	$	8,085
Retail notes, certificates and secured borrowings at fair value	932		—		932		1,946		—		1,946
Other liabilities	9		—		9		29		—		29
Total liabilities	5,401		—		5,401		10,060		—		10,060
Total net assets (maximum loss exposure)	$	1,637	$	172,600	$	174,237	$	4,134	$	28,181	$	32,315

Maximum loss exposure represents estimated loss that would be incurred under severe, hypothetical circumstances, for which the Company believes the possibility is extremely remote, such as where the value of interests and any associated collateral declines to zero. Accordingly, this required disclosure is not an indication of expected losses.

Unconsolidated VIEs

The following table summarizes activity related to unconsolidated VIEs where the transfers were accounted for as a sale on the Company’s financial statements:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value of consideration received:
Cash	$	18,051	$	—	$	18,051	$	5,320
Asset-backed securities retained	153,229		—		153,229		2,180
Other assets (liabilities)	2,299		—		2,299		(3,794)
Total consideration	173,579		—		173,579		3,706
Deconsolidation of debt	—		—		—		36,072
Fair value of loans sold	(171,559)		—		(171,559)		(39,519)
Gain on sales of loans (1)	$	2,020	$	—	$	2,020	$	259
Cash proceeds from continuing involvement:
Servicing and other administrative fees	$	862	$	2,407	$	1,876	$	5,512
Interest received on asset-backed securities retained	$	2,406	$	2,384	$	3,594	$	5,079

(1)    Consists of servicing assets recognized at the time of sale, less any transaction costs, and excludes origination fees and fair value adjustments recognized prior to the sale. Prior period amounts have been reclassified to conform to the current period presentation.

Beginning in the second quarter of 2023, the Company resumed its sponsoring of Structured Program transactions in which it retains the senior securities at a contractual interest rate, in addition to the amount required pursuant to the U.S. Risk Retention Rules, and sells the residual certificates. See “Note 4. Securities Available for Sale” for the securities retained in the Company’s investment portfolio related to such transactions.

Holders of the senior securities issued by the unconsolidated VIEs have rights to their contractual cash flows prior to those that hold subordinated interests. There is no direct recourse to the Company’s assets, and holders of the securities can look only to those assets of the VIEs that issued their securities for payment. The beneficial interests are subject principally to the credit and prepayment risk stemming from the underlying unsecured personal loans.

As of June 30, 2023, the aggregate unpaid principal balance held by unconsolidated VIEs was $400.5 million, of which $7.9 million was attributable to off-balance sheet loans that were 31 days or more past due. As of December 31, 2022, the aggregate unpaid principal balance held by unconsolidated VIEs was $433.5 million, of which $14.8 million was attributable to off-balance sheet loans that were 31 days or more past due. For such loans, the Company would only experience a loss if it was required to repurchase a loan due to a breach in representations and warranties associated with its loan sale or servicing contracts.

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Fair Value of Assets and Liabilities

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value of Assets and Liabilities

Fair Value of Assets and LiabilitiesFor a description of the fair value hierarchy and the Company’s fair value methodologies, see “Part II – Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies” in the Annual Report. The Company records certain assets and liabilities at fair value as listed in the following tables.

Financial Instruments, Assets and Liabilities Recorded at Fair Value

The following tables present the fair value hierarchy for assets and liabilities measured at fair value:

June 30, 2023	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans held for sale at fair value	$	—	$	—	$	250,361	$	250,361
Loans held for investment at fair value	—		—		404,119		404,119
Retail and certificate loans held for investment at fair value	—		—		26,837		26,837
Securities available for sale:
U.S. agency residential mortgage-backed securities	—		214,516		—		214,516
Senior asset-backed securities related to Structured Program transactions	—		1,139		142,785		143,924
U.S. agency securities	—		79,040		—		79,040
Mortgage-backed securities	—		38,143		—		38,143
Other asset-backed securities	—		28,466		—		28,466
Other asset-backed securities related to Structured Program transactions	—		—		16,980		16,980
Municipal securities	—		2,510		—		2,510
Total securities available for sale	—		363,814		159,765		523,579
Servicing assets	—		—		85,387		85,387
Other assets	—		4,726		—		4,726
Total assets	$	—	$	368,540	$	926,469	$	1,295,009
Liabilities:
Borrowings	$	—	$	—	$	4,460	$	4,460
Retail notes, certificates and secured borrowings	—		—		26,837		26,837
Other liabilities	—		4,726		2,570		7,296
Total liabilities	$	—	$	4,726	$	33,867	$	38,593

December 31, 2022	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans held for sale at fair value	$	—	$	—	$	110,400	$	110,400
Loans held for investment at fair value	—		—		925,938		925,938
Retail and certificate loans held for investment at fair value	—		—		55,425		55,425
Securities available for sale:
U.S. agency residential mortgage-backed securities	—		214,427		—		214,427
U.S. agency securities	—		74,394		—		74,394
Mortgaged-backed securities	—		22,518		—		22,518
Other asset-backed securities	—		14,203		—		14,203
Asset-backed securities related to Structured Program transactions	—		5,248		12,469		17,717
Municipal securities	—		2,443		—		2,443
Total securities available for sale	—		333,233		12,469		345,702
Servicing assets	—		—		84,308		84,308
Other assets	—		—		5,099		5,099
Total assets	$	—	$	333,233	$	1,193,639	$	1,526,872
Liabilities:
Borrowings	$	—	$	—	$	8,085	8,085
Retail notes, certificates and secured borrowings	—		—		55,425		55,425
Other liabilities	—		—		8,583		8,583
Total liabilities	$	—	$	—	$	72,093	$	72,093

Financial instruments are categorized in the valuation hierarchy based on the significance of observable or unobservable factors in the overall fair value measurement. For the financial instruments listed in the tables above that do not trade in an active market with readily observable prices, the Company uses significant unobservable inputs to measure the fair value of these assets and liabilities. These fair value estimates may also include observable, actively quoted components derived from external sources. As a result, changes in fair value for assets and liabilities within the Level 2 or Level 3 categories may include changes in fair value that were attributable to observable and unobservable inputs, respectively. The Company primarily uses a discounted cash flow (DCF) model to estimate the fair value of Level 3 instruments based on the present value of estimated future cash flows. This model uses inputs that are inherently judgmental and reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value. The Company did not transfer any assets or liabilities in or out of Level 3 during the second quarters and first halves of 2023 or 2022.

Loans Held for Sale at Fair Value

As of both June 30, 2023 and December 31, 2022, the majority of loans HFS were sold shortly after origination and at committed prices. Therefore, the Company is generally not exposed to fluctuations in the fair value of these loans as a result of adverse changes in key assumptions.

Fair Value Reconciliation

The following tables present additional information about Level 3 loans HFS on a recurring basis:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value at beginning of period	$	44,647	$	156,730	$	110,400	$	142,370
Originations and purchases	1,272,118		2,728,499		2,477,147		4,999,424
Sales	(1,238,252)		(2,811,843)		(2,485,498)		(5,069,544)
Principal payments	(5,135)		(8,524)		(11,600)		(21,860)
Transfers	191,807		(11,888)		191,807		(11,888)
Fair value adjustments recorded in earnings	(14,824)		9,837		(31,895)		24,309
Fair value at end of period	$	250,361	$	62,811	$	250,361	$	62,811

Loans Held for Investment at Fair Value

Significant Unobservable Inputs

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 loans HFI at fair value:

	June 30, 2023						December 31, 2022
	Minimum		Maximum		Weighted- Average		Minimum		Maximum		Weighted- Average
Discount rates	8.6	%	16.7	%	12.7	%	8.8	%	17.1	%	12.7	%
Net cumulative expected loss rates (1)	2.2	%	10.2	%	6.3	%	2.1	%	9.8	%	5.7	%
Cumulative expected prepayment rates (1)	22.0	%	30.7	%	27.3	%	26.2	%	35.3	%	30.8	%

(1)    Expressed as a percentage of the acquired principal balance of the loan.

Significant Recurring Level 3 Fair Value Input Sensitivity

The sensitivity of loans HFI at fair value to adverse changes in key assumptions are as follows:

	June 30, 2023		December 31, 2022
Loans held for investment at fair value	$	404,119	$	925,938
Expected weighted-average life (in years)	1.0		0.9
Discount rates:
100 basis point increase	$	(3,057)	$	(7,471)
200 basis point increase	$	(6,071)	$	(14,830)
Expected credit loss rates on underlying loans:
10% increase	$	(2,454)	$	(5,574)
20% increase	$	(5,006)	$	(11,307)
Expected prepayment rates:
10% increase	$	(2,146)	$	(4,311)
20% increase	$	(4,157)	$	(7,480)

Fair Value Reconciliation

The following table presents additional information about Level 3 loans HFI at fair value on a recurring basis:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value at beginning of period	$	748,618	$	15,384	$	925,938	$	21,240
Purchases	—		—		4,037		14
Principal payments	(156,287)		(5,724)		(342,738)		(11,747)
Transfers	(191,634)		11,966		(191,634)		11,966
Interest income accretion and fair value adjustments recorded in earnings	3,422		(1,043)		8,516		(890)
Fair value at end of period	$	404,119	$	20,583	$	404,119	$	20,583

Retail and Certificate Loans and Related Notes, Certificates and Secured Borrowings

The Company does not assume principal or interest rate risk on loans that were funded by its member payment- dependent self-directed retail program (Retail Program) because loan balances, interest rates and maturities are matched and offset by an equal balance of notes with the exact same interest rates and maturities. At June 30, 2023 and December 31, 2022, the DCF methodology used to estimate the retail note, certificate and secured borrowings’ fair values used the same projected net cash flows as their related loans. Therefore, the fair value adjustments for retail loans held for investment were largely offset by the corresponding fair value adjustments due to the payment dependent design of the retail notes, certificates and secured borrowings.

Asset-Backed Securities Related to Structured Program Transactions

Prior year comparative disclosures related to significant unobservable inputs, fair value sensitivities and fair value rollforwards for asset-backed securities related to Structured Program transactions are not presented below as the comparability between periods would not be meaningful given that the current period consists primarily of a new type of Structured Program transaction that occurred in the second quarter of 2023. See “Note 6. Securitizations and Variable Interest Entities” for more information.

Senior Asset-Backed Securities Related to Structured Program Transactions

As of June 30, 2023, the fair value of the senior asset-backed securities related to Structured Program transactions was $142.8 million with an expected weighted-average life of 1.5 years. Discount rates were the significant unobservable input used to measure the fair value of this Level 3 asset. The minimum, maximum and weighted-average discount rates assumptions were 7.4% as of June 30, 2023. A hypothetical 100 and 200 basis point increase in discount rates would decrease the fair value by $2.0 million and $3.9 million, respectively.

The following table presents additional information about Level 3 senior asset-backed securities related to Structured Program transactions measured at fair value on a recurring basis:

	Three and Six Months Ended
	June 30, 2023
Fair value at beginning of period	$	—
Additions	144,680
Cash received	(1,290)
Change in unrealized loss	(605)
Fair value at end of period	$	142,785

Other Asset-Backed Securities Related to Structured Program Transactions

Significant Unobservable Inputs

The following table presents quantitative information about the significant unobservable inputs used for the

Company’s Level 3 fair value measurements for other asset-backed securities related to Structured Program transactions:

	June 30, 2023
	Minimum		Maximum		Weighted- Average
Discount rates	5.5	%	6.6	%	5.8	%
Net cumulative expected loss rates (1)	7.2	%	9.1	%	8.3	%
Cumulative expected prepayment rates (1)	33.0	%	34.0	%	33.4	%

(1)    Expressed as a percentage of the outstanding collateral balance.

Significant Recurring Fair Value Input Sensitivity

The following tables present adverse changes to the fair value sensitivity of Level 3 other asset-backed securities related to Structured Program transactions to changes in key assumptions:

	June 30, 2023
Fair value of interests held	$	16,980
Expected weighted-average life (in years)	1.6
Discount rates
100 basis point increase	$	(193)
200 basis point increase	$	(388)
Expected loss rates
10% increase	$	(390)
20% increase	$	(798)
Expected prepayment rates
10% increase	$	(216)
20% increase	$	(496)

Fair Value Reconciliation

The following table presents additional information about Level 3 other asset-backed securities related to Structured Program transactions measured at fair value on a recurring basis:

	Three Months Ended		Six Months Ended
	June 30, 2023
Fair value at beginning of period	$	10,397	$	12,469
Additions	8,667		8,780
Cash received	(2,084)		(4,269)
Fair value at end of period	$	16,980	$	16,980

Servicing Assets

Significant Unobservable Inputs

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for servicing assets relating to loans sold to investors:

	June 30, 2023						December 31, 2022
	Minimum		Maximum		Weighted- Average		Minimum		Maximum		Weighted- Average
Discount rates	7.5	%	16.4	%	9.9	%	7.5	%	16.4	%	10.1	%
Net cumulative expected loss rates (1)	2.0	%	36.4	%	15.4	%	2.1	%	36.7	%	15.6	%
Cumulative expected prepayment rates (1)	17.0	%	47.7	%	32.9	%	15.8	%	47.2	%	35.9	%
Total market servicing rates (% per annum on outstanding principal balance) (2)	0.62	%	0.62	%	0.62	%	0.62	%	0.62	%	0.62	%

(1)    Expressed as a percentage of the original principal balance of the loan.

(2)    Includes collection fees estimated to be paid to a hypothetical third-party servicer.

Significant Recurring Level 3 Fair Value Input Sensitivity

The Company’s selection of the most representative market servicing rates for servicing assets is inherently judgmental. The Company reviews third-party servicing rates for its loans, loans in similar credit sectors, and market servicing benchmarking analyses provided by third-party valuation firms, when available. The table below shows the impact on the estimated fair value of servicing assets, calculated using different market servicing rate assumptions:

	June 30, 2023			December 31, 2022
Weighted-average market servicing rate assumptions	0.62		%	0.62		%
Change in fair value from:
Servicing rate increase by 0.10%	$	(9,923)		$	(10,505)
Servicing rate decrease by 0.10%	$	9,923		$	10,505

The following table presents the fair value sensitivity of servicing assets to adverse changes in key assumptions:

	June 30, 2023		December 31, 2022
Fair value of servicing assets	$	85,387	$	84,308
Discount rates
100 basis point increase	$	(726)	$	(726)
200 basis point increase	$	(1,453)	$	(1,451)
Expected loss rates
10% increase	$	(1,069)	$	(1,037)
20% increase	$	(2,137)	$	(2,074)
Expected prepayment rates
10% increase	$	(1,790)	$	(1,994)
20% increase	$	(3,581)	$	(3,989)

Fair Value Reconciliation

The following table presents additional information about Level 3 servicing assets measured at fair value on a recurring basis:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value at beginning of period	$	89,241	$	72,112	$	84,308	$	67,726
Issuances (1)	13,576		29,090		27,701		51,455
Change in fair value, included in Marketplace revenue	(17,074)		(21,034)		(29,650)		(38,013)
Other net changes	(356)		(741)		3,028		(1,741)
Fair value at end of period	$	85,387	$	79,427	$	85,387	$	79,427

(1)    Represents the gains or losses on sales of the related loans.

Financial Instruments, Assets and Liabilities Not Recorded at Fair Value

The following tables present the fair value hierarchy for financial instruments, assets, and liabilities not recorded at fair value:

June 30, 2023	Carrying Amount		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans and leases held for investment, net	$	5,178,186	$	—	$	—	$	5,408,746	$	5,408,746
Other assets	37,375		—		36,393		1,359		37,752
Total assets	$	5,215,561	$	—	$	36,393	$	5,410,105	$	5,446,498
Liabilities:
Deposits (1)	$	829,798	$	—	$	—	$	826,478	$	826,478
Borrowings	11,215		—		561		10,654		11,215
Other liabilities	59,342		—		28,260		31,082		59,342
Total liabilities	$	900,355	$	—	$	28,821	$	868,214	$	897,035

December 31, 2022	Carrying Amount		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans and leases held for investment, net	$	4,705,302	$	—	$	—	$	4,941,825	$	4,941,825
Other assets	36,646		—		35,300		1,397		36,697
Total assets	$	4,741,948	$	—	$	35,300	$	4,943,222	$	4,978,522
Liabilities:
Deposits (1)	$	860,808	$	—	$	—	$	860,808	$	860,808
Borrowings	66,773		—		2,619		64,154		66,773
Other liabilities	62,247		—		30,311		31,936		62,247
Total liabilities	$	989,828	$	—	$	32,930	$	956,898	$	989,828

(1)    Excludes deposit liabilities with no defined or contractual maturities.

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Property, Equipment and Software, Net

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Equipment and Software, Net

Property, Equipment and Software, Net

Property, equipment and software, net, consist of the following:

	June 30, 2023		December 31, 2022
Software (1)	$	188,817	$	174,360
Leasehold improvements	31,214		31,214
Computer equipment	24,234		27,410
Furniture and fixtures	6,088		6,088
Total property, equipment and software	250,353		239,072
Accumulated depreciation and amortization	(98,745)		(102,599)
Total property, equipment and software, net	$	151,608	$	136,473

(1)    Includes $66.5 million and $43.7 million of development in progress for internally-developed software and $4.1 million and $3.0 million of development in progress to customize purchased software as of June 30, 2023 and December 31, 2022, respectively.

Depreciation and amortization expense on property, equipment and software was $10.6 million and $21.8 million for the second quarter and first half of 2023, respectively. Depreciation and amortization expense on property, equipment and software was $9.3 million and $18.8 million for the second quarter and first half of 2022, respectively.

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill

The Company’s goodwill balance was $75.7 million as of both June 30, 2023 and December 31, 2022. The Company did not record any goodwill impairment expense for the second quarters and first halves of 2023 and 2022. Goodwill is not amortized, but is subject to annual impairment tests that are performed in the fourth quarter of each calendar year. For additional detail, see “Part II – Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies” in the Annual Report.

Intangible Assets

Intangible assets consist of customer relationships. Intangible assets, net of accumulated amortization, are included in “Other assets” on the Balance Sheet. The gross and net carrying values and accumulated amortization were as follows:

	June 30, 2023		December 31, 2022
Gross carrying value	$	54,500	$	54,500
Accumulated amortization	(40,333)		(38,166)
Net carrying value	$	14,167	$	16,334

The customer relationship intangible assets are amortized on an accelerated basis from ten to fourteen years. Amortization expense associated with intangible assets for the second quarter and first half of 2023 was $1.0 million and $2.2 million, respectively. Amortization expense associated with intangible assets for the second quarter and first half of 2022 was $1.2 million and $2.5 million, respectively. There was no impairment loss for the second quarters and first halves of 2023 and 2022.

The expected future amortization expense for intangible assets as of June 30, 2023, is as follows:

2023	$	2,031
2024	3,549
2025	2,901
2026	2,252
2027	1,603
Thereafter	1,831
Total	$	14,167

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Other Assets

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Assets

Other Assets

Other assets consist of the following:

	June 30, 2023		December 31, 2022
Deferred tax asset, net (1)	$	169,317	$	173,687
Servicing assets (2)	86,369		85,654
Operating lease assets	55,436		63,872
Nonmarketable equity investments	45,825		38,320
Intangible assets, net (3)	14,167		16,334
Other	122,269		122,439
Total other assets	$	493,383	$	500,306

(1)    See “Note 15. Income Taxes” for additional detail.

(2)    Loans underlying servicing assets had a total outstanding principal balance of $10.4 billion and $11.0 billion as of June 30, 2023 and December 31, 2022, respectively.

(3)    See “Note 9. Goodwill and Intangible Assets” for additional detail.

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Deposits

6 Months Ended

Jun. 30, 2023

Other Liabilities Disclosure [Abstract]

Deposits

Deposits

Deposits consist of the following:

	June 30, 2023		December 31, 2022
Interest-bearing deposits:
Savings and money market accounts	$	4,638,377	$	3,616,657
Checking accounts	1,185,574		1,681,095
Certificates of deposit	829,798		860,808
Total	$	6,653,749	$	6,158,560
Noninterest-bearing deposits	189,786		233,993
Total deposits	$	6,843,535	$	6,392,553

Total certificates of deposit at June 30, 2023 are scheduled to mature as follows:

2023	$	460,024
2024	347,992
2025	10,528
2026	1,139
2027	9,217
Thereafter	898
Total certificates of deposit	$	829,798

The following table presents the amount of certificates of deposit with denominations exceeding the Federal Deposit Insurance Corporation (FDIC) limit of $250 thousand, segregated by time remaining until maturity, as of June 30, 2023:

	Three months or less		Over 3 months through 6 months		Over 6 months through 12 months		Over 12 months		Total
Certificates of deposit	$	2,351	$	4,658	$	3,536	$	3,913	$	14,458

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Borrowings

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Borrowings

Borrowings

Short-term Borrowings:

The Company entered into repurchase agreements pursuant to which the Company sold securities (subject to an obligation to repurchase such securities at a specified future date and price) in exchange for cash. The aggregate debt outstanding under the Company’s repurchase agreements was $0.6 million and $2.6 million at June 30, 2023 and December 31, 2022, respectively.

In addition, the Company has available borrowing capacity with the FRB and FHLB of Des Moines totaling $4.1 billion and $605.5 million with pledged collateral totaling $5.3 billion and $754.0 million at June 30, 2023 and December 31, 2022, respectively.

Long-term Debt:

The following table summarizes the Company’s long-term debt, as of the dates indicated:

	June 30, 2023		December 31, 2022
Advances from PPPLF (1):
Aggregate debt outstanding (fixed interest rate of 0.35%)	$	10,654	$	64,154
Pledged collateral	$	17,640	$	66,971
Retail notes, certificates and secured borrowings (2):
Aggregate debt outstanding	$	26,837	$	55,425
Payable on Structured Program borrowings (3):
Aggregate debt outstanding	$	4,460	$	8,085
Pledged collateral	$	5,972	$	9,708

(1)    Collateralized by SBA PPP loans originated by the Company. The maturity date of the PPPLF borrowings matches the maturity date of the pledged SBA PPP loans. When loans are forgiven by the SBA, the corresponding PPPLF advance is paid by the Company.

(2)    The Company does not assume principal or interest rate risk on loans that were funded by Retail Notes because loan balances, interest rates and maturities were matched and offset by an equal balance of notes with the exact

same interest rates and maturities. As of December 31, 2020, LendingClub ceased offering and selling Retail Notes. The total balance of outstanding Retail Notes will continue to decline as underlying borrower payments are made.

(3)    Consists of certificate participations and securities of certain consolidated VIEs held by third-party investors and secured by “Loans held for investment at fair value” totaling $1.8 million and $4.0 million and “Restricted cash” of $4.2 million and $5.7 million as of June 30, 2023 and December 31, 2022, respectively.

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Other Liabilities

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Other Liabilities

Other Liabilities

Other liabilities consist of the following:

	June 30, 2023		December 31, 2022
Operating lease liabilities	$	68,095	$	77,291
Accounts payable and accrued expenses	60,815		98,173
Payable to investors (1)	28,260		30,311
Other	93,766		86,842
Total other liabilities	$	250,936	$	292,617

(1)    Represents principal and interest on loans collected by the Company and pending disbursement to investors.

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Employee Incentive Plans

6 Months Ended

Jun. 30, 2023

Postemployment Benefits [Abstract]

Employee Incentive Plans

Employee Incentive Plans

The Company’s equity incentive plans provide for granting awards, including restricted stock units (RSUs), performance-based restricted stock units (PBRSUs), cash awards and stock options to employees, officers and directors.

Stock-based Compensation

Stock-based compensation expense, included in “Compensation and benefits” expense on the Income Statement, was as follows for the periods presented:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
RSUs and PBRSUs	$	18,145	$	19,804	$	32,437	$	37,167
Stock options	—		20		—		40
Stock-based compensation expense, gross	18,145		19,824		32,437		37,207
Less: Capitalized stock-based compensation expense	2,317		2,051		4,721		3,740
Stock-based compensation expense, net	$	15,828	$	17,773	$	27,716	$	33,467

Restricted Stock Units

The following table summarizes the activities for the Company’s RSUs:

	Number of Units	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2022	8,672,626	$	12.94
Granted	6,299,789	$	7.71
Vested	(2,761,401)	$	11.96
Forfeited/expired	(1,480,127)	$	12.72
Unvested at June 30, 2023	10,730,887	$	10.15

During the first half of 2023, the Company granted 6,299,789 RSUs with an aggregate fair value of $48.6 million.

As of June 30, 2023, there was $98.8 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over the next 2.0 years, subject to any forfeitures.

Performance-based Restricted Stock Units

PBRSUs are restricted stock unit awards that are earned based upon the achievement of certain pre-established performance metrics over a pre-established performance period. The Company’s outstanding PBRSU awards each have a market-based performance metric with a three-year performance period, following which any earned portion is immediately vested. For these PBRSU awards, the compensation expense of the award is fixed at the time of grant (incorporating the probability of achieving the market-based metrics) and expensed over the performance period.

The following table summarizes the activities for the Company’s PBRSUs:

	Number of Units	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2022	1,754,898	$	11.19
Granted	807,499	$	7.15
Vested	(870,766)	$	4.22
Forfeited/expired	(104,084)	$	11.77
Unvested at June 30, 2023	1,587,547	$	12.63

During the first half of 2023, the Company granted 807,499 PBRSUs with an aggregate fair value of $5.8 million.

As of June 30, 2023, there was $9.4 million of unrecognized compensation cost related to unvested PBRSUs, which is expected to be recognized over the next 1.8 years, subject to any forfeitures.

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Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income TaxesFor the second quarter and first half of 2023, the Company recorded an income tax expense of $4.7 million and $8.8 million, representing an effective tax rate of 31.7% and 27.1%, respectively. The second quarter effective tax

rate differs from the statutory rate as it was favorably affected by recurring items such as tax credits and was unfavorably affected by nondeductible portions of executive compensation. Additionally, the effective tax rate was unfavorably impacted by the discrete tax impact recognized during the period related to stock-based compensation. For the second quarter and first half of 2022, the Company recorded an income tax benefit of $132.0 million and $127.0 million, respectively. The income tax benefit for the second quarter and first half of 2022 was primarily due to the release of a $135.3 million valuation allowance against the Company’s deferred tax assets, partially offset by a $3.3 million state income tax expense.

The following table summarizes the Company’s net deferred tax assets:

	June 30, 2023		December 31, 2022
Deferred tax assets, net of liabilities	$	216,929	$	221,408
Valuation allowance	(47,612)		(47,721)
Deferred tax assets, net of valuation allowance	$	169,317	$	173,687

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Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

Leases

Lessor Arrangements

The Company has lessor arrangements which consist of sales-type leases for equipment (Equipment Finance). Such arrangements may include options to renew or to purchase the leased equipment at the end of the lease term. For the second quarter and first half of 2023, interest earned on Equipment Finance was $2.3 million and $5.2 million, respectively, and is included in “Interest and fees on loans and leases held for investment” on the Income Statement. For the second quarter and first half of 2022, interest earned on Equipment Finance was $2.5 million and $5.1 million, respectively.

The components of Equipment Finance assets are as follows:

	June 30, 2023		December 31, 2022
Lease receivables	$	120,046	$	137,969
Unguaranteed residual asset values	35,105		39,262
Unearned income	(13,816)		(17,786)
Deferred fees	738		874
Total	$	142,073	$	160,319

Future minimum lease payments based on maturity of the Company’s lessor arrangements as of June 30, 2023 were as follows:

2023	$	24,987
2024	40,333
2025	29,078
2026	17,503
2027	7,881
Thereafter	5,539
Total lease payments	$	125,321
Discount effect	(5,275)
Present value of future minimum lease payments	$	120,046

Lessee Arrangements

The Company has various operating leases, including with respect to its headquarters in San Francisco, California, and office spaces in the Salt Lake City, Utah, and Boston, Massachusetts areas. As of June 30, 2023, the lease agreements have remaining lease terms ranging from approximately one year to eight years. Some of the lease agreements include options to extend the lease term for up to an additional fifteen years. As of June 30, 2023, the Company pledged $0.4 million of cash and $1.1 million in letters of credit as security deposits in connection with its lease agreements.

Balance sheet information related to leases was as follows:

ROU Assets and Lease Liabilities	Balance Sheet Classification	June 30, 2023		December 31, 2022
Operating lease assets	Other assets	$	55,436	$	63,872
Operating lease liabilities	Other liabilities	$	68,095	$	77,291

Components of net lease costs were as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
Net Lease Costs	Income Statement Classification	2023		2022		2023		2022
Operating lease costs	Occupancy	$	(3,334)	$	(4,366)	$	(6,262)	$	(8,846)
Sublease revenue	Other non-interest income	—		1,310		—		2,847
Net lease costs		$	(3,334)	$	(3,056)	$	(6,262)	$	(5,999)

Supplemental cash flow information related to the Company’s operating leases was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Non-cash operating activity:
Leased assets obtained or adjusted in exchange for new, amended, and modified operating lease liabilities	$	—	$	—	$	(4,664)	$	—

The Company’s future minimum undiscounted lease payments under operating leases as of June 30, 2023 were as follows:

	Operating Lease Payments
2023	$	6,434
2024	12,798
2025	13,129
2026	11,710
2027	10,987
Thereafter	27,238
Total lease payments	$	82,296
Discount effect	(14,201)
Present value of future minimum lease payments	$	68,095

The weighted-average remaining lease term and discount rate used in the calculation of the Company’s operating lease assets and liabilities were as follows:

Lease Term and Discount Rate	June 30, 2023
Weighted-average remaining lease term (in years)	6.7
Weighted-average discount rate	5.39	%

Leases

Leases

Lessor Arrangements

The Company has lessor arrangements which consist of sales-type leases for equipment (Equipment Finance). Such arrangements may include options to renew or to purchase the leased equipment at the end of the lease term. For the second quarter and first half of 2023, interest earned on Equipment Finance was $2.3 million and $5.2 million, respectively, and is included in “Interest and fees on loans and leases held for investment” on the Income Statement. For the second quarter and first half of 2022, interest earned on Equipment Finance was $2.5 million and $5.1 million, respectively.

The components of Equipment Finance assets are as follows:

	June 30, 2023		December 31, 2022
Lease receivables	$	120,046	$	137,969
Unguaranteed residual asset values	35,105		39,262
Unearned income	(13,816)		(17,786)
Deferred fees	738		874
Total	$	142,073	$	160,319

Future minimum lease payments based on maturity of the Company’s lessor arrangements as of June 30, 2023 were as follows:

2023	$	24,987
2024	40,333
2025	29,078
2026	17,503
2027	7,881
Thereafter	5,539
Total lease payments	$	125,321
Discount effect	(5,275)
Present value of future minimum lease payments	$	120,046

Lessee Arrangements

The Company has various operating leases, including with respect to its headquarters in San Francisco, California, and office spaces in the Salt Lake City, Utah, and Boston, Massachusetts areas. As of June 30, 2023, the lease agreements have remaining lease terms ranging from approximately one year to eight years. Some of the lease agreements include options to extend the lease term for up to an additional fifteen years. As of June 30, 2023, the Company pledged $0.4 million of cash and $1.1 million in letters of credit as security deposits in connection with its lease agreements.

Balance sheet information related to leases was as follows:

ROU Assets and Lease Liabilities	Balance Sheet Classification	June 30, 2023		December 31, 2022
Operating lease assets	Other assets	$	55,436	$	63,872
Operating lease liabilities	Other liabilities	$	68,095	$	77,291

Components of net lease costs were as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
Net Lease Costs	Income Statement Classification	2023		2022		2023		2022
Operating lease costs	Occupancy	$	(3,334)	$	(4,366)	$	(6,262)	$	(8,846)
Sublease revenue	Other non-interest income	—		1,310		—		2,847
Net lease costs		$	(3,334)	$	(3,056)	$	(6,262)	$	(5,999)

Supplemental cash flow information related to the Company’s operating leases was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Non-cash operating activity:
Leased assets obtained or adjusted in exchange for new, amended, and modified operating lease liabilities	$	—	$	—	$	(4,664)	$	—

The Company’s future minimum undiscounted lease payments under operating leases as of June 30, 2023 were as follows:

	Operating Lease Payments
2023	$	6,434
2024	12,798
2025	13,129
2026	11,710
2027	10,987
Thereafter	27,238
Total lease payments	$	82,296
Discount effect	(14,201)
Present value of future minimum lease payments	$	68,095

The weighted-average remaining lease term and discount rate used in the calculation of the Company’s operating lease assets and liabilities were as follows:

Lease Term and Discount Rate	June 30, 2023
Weighted-average remaining lease term (in years)	6.7
Weighted-average discount rate	5.39	%

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Operating Lease Commitments

For discussion regarding the Company’s operating lease commitments, see “Note 16. Leases.”

Loan Repurchase Obligations

The Company is generally required to repurchase loans or interests therein in the event of identity theft or certain other types of fraud on the part of the borrower or education and patient service providers. The Company may also repurchase loans or interests therein in connection with certain customer accommodations. In connection with certain loan sales, the Company agreed to repurchase loans if representations and warranties made with respect to such loans were breached under certain circumstances. The Company believes such provisions are customary and consistent with institutional loan and securitization market standards.

Unfunded Loan Commitments

As of June 30, 2023 and December 31, 2022, the contractual amount of unfunded loan commitments was $108.9 million and $138.0 million, respectively. See “Note 5. Loans and Leases Held for Investment at Amortized Cost, Net of Allowance For Loan and Lease Losses” for additional detail related to the reserve for unfunded lending commitments.

Legal

The Company is subject to various claims brought in a litigation or regulatory context. These matters include lawsuits, including but not limited to, putative class action lawsuits and routine litigation matters arising in the ordinary course of business. In addition, the Company, and its business practices and compliance with licensing and

other regulatory requirements, is subject to periodic exams, investigations, inquiries or requests, enforcement actions and other proceedings from federal and state regulatory agencies, including from the federal banking regulators that directly regulate the Company and/or LC Bank. The majority of these claims and proceedings relate to or arise from alleged state or federal law and regulatory violations, or are alleged commercial disputes or consumer complaints. The Company accrues for costs related to contingencies when a loss from such claims is probable and the amount of loss can be reasonably estimated. In determining whether a loss from a claim is probable and the loss can be reasonably estimated, the Company reviews and evaluates its litigation and regulatory matters on at least a quarterly basis in light of potentially relevant factual and legal developments. If the Company determines an unfavorable outcome is not probable or the amount of loss cannot be reasonably estimated, the Company does not accrue for a potential litigation loss. In those situations, the Company discloses an estimate or range of the reasonably possible losses, if such estimates can be made. Except as otherwise specifically noted below, at this time, the Company does not believe that it is possible to estimate the reasonably possible losses or a range of reasonably possible losses related to the matters described below.

Regulatory Examinations and Actions Relating to the Company’s Business Practices, Licensing and Compliance with Applicable Laws

The Company is and has been subject to periodic inquiries, exams and enforcement actions brought by federal and state regulatory agencies relating to the Company’s business practices, the required licenses to operate its business, and operating in compliance with applicable laws, including the requirements of its licenses and the regulatory framework applicable to its business.

The Company periodically has discussions with various regulatory agencies regarding its business model and has engaged in similar discussions with the New York Department of Financial Services (NYDFS). During the course of such discussions with the NYDFS, the Company decided to voluntarily comply with certain rules and regulations of the NYDFS while it was not a bank holding company operating a national bank. Post-Acquisition, the Company has returned its New York state license to the NYDFS.

In the past, the Company has successfully resolved such matters in a manner that was not material to its results of financial operations in any period and that did not materially limit the Company’s ability to conduct its business. However, no assurances can be given as to the timing, outcome or consequences of these matters or other similar matters if or as they arise.

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Regulatory Requirements

6 Months Ended

Jun. 30, 2023

Regulated Operations [Abstract]

Regulatory Requirements

Regulatory Requirements

LendingClub and LC Bank are subject to comprehensive supervision, examination and enforcement, and regulation by the FRB and the Office of the Comptroller of the Currency (OCC), including generally similar capital adequacy requirements adopted by the FRB and the OCC, respectively. These requirements establish required minimum ratios for Common Equity Tier 1 (CET1) risk-based capital, Tier 1 risk-based capital, total risk-based capital and a Tier 1 leverage ratio; set risk-weighting for assets and certain other items for purposes of the risk-based capital ratios; and define what qualifies as capital for purposes of meeting the capital requirements. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company.

The minimum capital requirements under the Basel Committee on Banking Supervision standardized approach for U.S. banking organizations (U.S. Basel III) capital framework are: a CET1 risk-based capital ratio of 4.5%, a Tier 1 risk-based capital ratio of 6.0%, a total risk-based capital ratio of 8.0%, and a Tier 1 leverage ratio of 4.0%. Additionally, a Capital Conservation Buffer (CCB) of 2.5% must be maintained above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases, and certain discretionary bonus payments. In addition to these guidelines, the regulators assess any particular institution’s

capital adequacy based on numerous factors and may require a particular banking organization to maintain capital at levels higher than the generally applicable minimums prescribed under the U.S. Basel III capital framework. In this regard, and unless otherwise directed by the FRB and the OCC, we have made commitments for the Company and LC Bank (until February 2024) to maintain a CET1 risk-based capital ratio of 11.0%, a Tier 1 risk-based capital ratio above 11.0%, a total risk-based capital ratio above 13.0%, and a Tier 1 leverage ratio of 11.0%.

The following table summarizes the Company’s regulatory capital amounts (in millions) and ratios:

LendingClub	June 30, 2023				December 31, 2022				Required Minimum plus Required CCB for Non-Leverage Ratios
	Amount		Ratio		Amount		Ratio
CET1 capital (1)	$	1,053.5	16.1	%	$	1,005.8	15.8	%	7.0	%
Tier 1 capital	$	1,053.5	16.1	%	$	1,005.8	15.8	%	8.5	%
Total capital	$	1,138.3	17.4	%	$	1,088.1	17.1	%	10.5	%
Tier 1 leverage	$	1,053.5	12.4	%	$	1,005.8	14.1	%	4.0	%
Risk-weighted assets	$	6,526.5	N/A		$	6,360.7	N/A		N/A
Quarterly adjusted average assets	$	8,522.6	N/A		$	7,119.0	N/A		N/A

N/A – Not applicable

(1)     Consists of common stockholders’ equity as defined under U.S. GAAP and certain adjustments made in accordance with regulatory capital guidelines, including the addition of the CECL transitional benefit and deductions for goodwill and other intangible assets.

The following table summarizes LC Bank’s regulatory capital amounts (in millions) and ratios:

LendingClub Bank	June 30, 2023				December 31, 2022				Required Minimum plus Required CCB for Non-Leverage Ratios
	Amount		Ratio		Amount		Ratio
CET1 capital (1)	$	939.3	14.7	%	$	852.2	13.8	%	7.0	%
Tier 1 capital	$	939.3	14.7	%	$	852.2	13.8	%	8.5	%
Total capital	$	1,022.6	16.0	%	$	932.4	15.1	%	10.5	%
Tier 1 leverage	$	939.3	11.3	%	$	852.2	12.5	%	4.0	%
Risk-weighted assets	$	6,406.5	N/A		$	6,194.0	N/A		N/A
Quarterly adjusted average assets	$	8,300.0	N/A		$	6,795.2	N/A		N/A

N/A – Not applicable

(1)     Consists of common stockholders’ equity as defined under U.S. GAAP and certain adjustments made in accordance with regulatory capital guidelines, including the addition of the CECL transitional benefit and deductions for goodwill and other intangible assets.

In response to the COVID-19 pandemic, the FRB, OCC, and FDIC adopted a final rule related to the regulatory capital treatment of the allowance for credit losses under CECL. As permitted by the rule, the Company elected to delay the estimated impact of CECL on regulatory capital resulting in a CET1 capital benefit of $35 million at December 31, 2021. This benefit is phased out over a three-year transition period that commenced on January 1, 2022 at a rate of 25% each year through January 1, 2025.

The Federal Deposit Insurance Act provides for a system of “prompt corrective action” (PCA). The PCA regime provides for capitalization categories ranging from “well-capitalized” to “critically undercapitalized.” An institution’s PCA category is determined primarily by its regulatory capital ratios. The PCA requires remedial actions and imposes limitations that become increasingly stringent as its PCA capitalization category declines, including the ability to accept and/or rollover brokered deposits. At June 30, 2023 and December 31, 2022, the

Company’s and LC Bank’s regulatory capital ratios exceeded the thresholds required to be regarded as well-capitalized institutions and met all capital adequacy requirements to which they are subject. There have been no events or conditions since June 30, 2023 that management believes would change the Company’s categorization.

Federal laws and regulations limit the dividends that a national bank may pay. Dividends that may be paid by a national bank without the express approval of the OCC are limited to that bank’s retained net profits for the preceding two calendar years plus retained net profits up to the date of any dividend declaration in the current calendar year. Retained net profits, as defined by the OCC, consist of net income less dividends declared during the period. Additionally, under an Operating Agreement with the OCC (Operating Agreement), LC Bank is required to obtain a written determination of non-objection from the OCC before declaring any dividend. No dividends were declared by LC Bank during the first half of 2023 or during 2022. See “Part I – Item 1. Business – Regulation and Supervision – Broad Powers to Ensure Safety and Soundness” in our Annual Report for further discussion regarding the Operating Agreement.

Federal law restricts the amount and the terms of both credit and non-credit transactions between a bank and its nonbank affiliates. These covered transactions may not exceed 10% of the bank’s capital and surplus (which for this purpose represents tier 1 and tier 2 capital, as calculated under the risk-based capital rules, plus the balance of the ACL excluded from tier 2 capital) with any single nonbank affiliate and 20% of the bank’s capital and surplus with all its nonbank affiliates. Covered transactions that are extensions of credit may require collateral to be pledged to provide added security to the bank.

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Other Non-interest Income and Non-interest Expense

6 Months Ended

Jun. 30, 2023

Other Income and Expenses [Abstract]

Other Non-interest Income and Non-interest Expense

Other Non-interest Income and Non-interest Expense

Other non-interest income consists of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Referral revenue	$	1,531	$	4,025	$	2,979	$	7,716
Realized gains on sales of securities available for sale	—		—		—		36
Other	1,504		3,423		3,412		9,587
Total other non-interest income	$	3,035	$	7,448	$	6,391	$	17,339

Other non-interest expense consists of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Consumer credit services	$	2,480	$	5,670	$	7,447	$	11,194
Other	12,842		11,751		25,578		20,231
Total other non-interest expense	$	15,322	$	17,421	$	33,025	$	31,425

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Segment Reporting

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Reporting

Segment ReportingThe Company defines operating segments to be components of the Company for which discrete financial information is evaluated regularly by the Company’s Chief Executive Officer and Chief Financial Officer to allocate resources and evaluate financial performance. This information is reviewed according to the legal organizational structure of the Company’s operations with products and services presented separately for the parent bank holding company and its wholly-owned subsidiary, LC Bank. Income taxes are recorded on a separate entity basis whereby each operating segment determines income tax expense or benefit as if it filed a separate tax return.

All of the Company’s revenue is generated in the United States. The Company has experienced reductions in marketplace investor demand in connection with increases in interest rates and volatility in the macro economy. Accordingly, during both the second quarter and first half of 2023, one marketplace bank investor accounted for 14% of total net revenue. No other individual borrower or marketplace investor accounted for 10% or more of total net revenue for any of the periods presented.

LendingClub Bank

The LC Bank operating segment represents the national bank legal entity and reflects post-Acquisition operating activities. This segment provides a full complement of financial products and solutions, including loans, leases and deposits. It originates loans to individuals and businesses, retains loans for investment, sells loans to investors and manages relationships with deposit holders.

LendingClub Corporation (Parent Only)

The LendingClub Corporation (Parent only) operating segment represents the holding company legal entity and predominately reflects the operations of the Company prior to the Acquisition. This activity includes, but is not limited to, servicing fee revenue for loans serviced prior to the Acquisition, and interest income and interest expense related to the Retail Program and Structured Program transactions entered into prior to the Acquisition.

Financial information for the segments is presented in the following tables:

	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Consolidated Total
	Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended June 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Non-interest income:
Marketplace revenue	$	62,006	$	191,087	$	7,772	$	11,167	$	13,005	$	4,130	$	82,783	$	206,384
Other non-interest income	21,743		20,041		2,431		3,914		(21,139)		(16,507)		3,035		7,448
Total non-interest income	83,749		211,128		10,203		15,081		(8,134)		(12,377)		85,818		213,832
Interest income:
Interest income	210,514		120,152		3,972		8,316		—		—		214,486		128,468
Interest expense	(66,546)		(6,213)		(1,288)		(6,029)		—		—		(67,834)		(12,242)
Net interest income	143,968		113,939		2,684		2,287		—		—		146,652		116,226
Total net revenue	227,717		325,067		12,887		17,368		(8,134)		(12,377)		232,470		330,058
Provision for credit losses	(66,611)		(70,566)		16		—		—		—		(66,595)		(70,566)
Non-interest expense	(142,563)		(196,636)		(16,650)		(25,127)		8,134		12,377		(151,079)		(209,386)
Income (Loss) before income tax benefit (expense)	18,543		57,865		(3,747)		(7,759)		—		—		14,796		50,106
Income tax benefit (expense)	(5,429)		(17,318)		743		85,864		—		63,408		(4,686)		131,954
Net income (loss)	$	13,114	$	40,547	$	(3,004)	$	78,105	$	—	$	63,408	$	10,110	$	182,060
Capital expenditures	$	15,857	$	15,783	$	—	$	—	$	—	$	—	$	15,857	$	15,783
Depreciation and amortization	$	7,073	$	3,510	$	4,565	$	7,047	$	—	$	—	$	11,638	$	10,557

	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Consolidated Total
	Six Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Non-interest income:
Marketplace revenue	$	134,694	$	355,922	$	20,880	$	26,298	$	22,843	$	4,130	$	178,417	$	386,350
Other non-interest income	40,904		39,539		4,984		8,137		(39,497)		(30,337)		6,391		17,339
Total non-interest income	175,598		395,461		25,864		34,435		(16,654)		(26,207)		184,808		403,689
Interest income:
Interest income	408,844		219,975		8,055		20,146		—		—		416,899		240,121
Interest expense	(120,442)		(9,857)		(3,101)		(14,358)		—		—		(123,543)		(24,215)
Net interest income	288,402		210,118		4,954		5,788		—		—		293,356		215,906
Total net revenue	464,000		605,579		30,818		40,223		(16,654)		(26,207)		478,164		619,595
Provision for credit losses	(137,195)		(123,075)		16		—		—		—		(137,179)		(123,075)
Non-interest expense	(290,946)		(375,095)		(34,095)		(51,702)		16,654		26,207		(308,387)		(400,590)
Income (Loss) before income tax benefit (expense)	35,859		107,409		(3,261)		(11,479)		—		—		32,598		95,930
Income tax benefit (expense)	(9,685)		(29,673)		863		103,591		—		53,048		(8,822)		126,966
Net income (loss)	$	26,174	$	77,736	$	(2,398)	$	92,112	$	—	$	53,048	$	23,776	$	222,896
Capital expenditures	$	32,255	$	37,358	$	—	$	—	$	—	$	—	$	32,255	$	37,358
Depreciation and amortization	$	13,967	$	7,010	$	10,025	$	14,586	$	—	$	—	$	23,992	$	21,596

	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Consolidated Total
	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Assets
Total cash and cash equivalents	$	1,176,563	$	1,020,874	$	74,632	$	56,475	$	(47,271)	$	(20,319)	$	1,203,924	$	1,057,030
Restricted cash	—		—		41,206		75,409		(6,414)		(7,955)		34,792		67,454
Securities available for sale at fair value	515,466		329,287		8,113		16,415		—		—		523,579		345,702
Loans held for sale at fair value	250,361		110,400		—		—		—		—		250,361		110,400
Loans and leases held for investment, net	5,178,186		4,705,302		—		—		—		—		5,178,186		4,705,302
Loans held for investment at fair value	390,654		906,711		13,465		19,227		—		—		404,119		925,938
Retail and certificate loans held for investment at fair value	—		—		26,837		55,425		—		—		26,837		55,425
Property, equipment and software, net	127,438		102,274		24,170		34,199		—		—		151,608		136,473
Investment in subsidiary	—		—		797,899		755,319		(797,899)		(755,319)		—		—
Goodwill	75,717		75,717		—		—		—		—		75,717		75,717
Other assets	335,118		339,341		177,798		173,851		(19,533)		(12,886)		493,383		500,306
Total assets	8,049,503		7,589,906		1,164,120		1,186,320		(871,117)		(796,479)		8,342,506		7,979,747
Liabilities and Equity
Total deposits	6,897,220		6,420,827		—		—		(53,685)		(28,274)		6,843,535		6,392,553
Borrowings	10,654		64,154		5,021		10,704		—		—		15,675		74,858
Retail notes, certificates and secured borrowings at fair value	—		—		26,837		55,425		—		—		26,837		55,425
Other liabilities	156,563		189,185		113,921		116,318		(19,548)		(12,886)		250,936		292,617
Total liabilities	7,064,437		6,674,166		145,779		182,447		(73,233)		(41,160)		7,136,983		6,815,453
Total equity	985,066		915,740		1,018,341		1,003,873		(797,884)		(755,319)		1,205,523		1,164,294
Total liabilities and equity	$	8,049,503	$	7,589,906	$	1,164,120	$	1,186,320	$	(871,117)	$	(796,479)	$	8,342,506	$	7,979,747

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Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Consolidation

All intercompany balances and transactions have been eliminated in consolidation.

Basis of Accounting

These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and, in the opinion of management, contain all adjustments, including normal recurring adjustments, necessary for the fair statement of the results and financial position for the periods presented.

Use of Estimates

These accounting principles require management to make certain estimates and assumptions that affect the amounts in the accompanying financial statements. These estimates and assumptions are inherently subjective in nature and actual results may differ from these estimates and assumptions, and the differences could be material.

Adoption of New Accounting Standards

Adoption of New Accounting Standards

The Company adopted the following new accounting standard during the six-month period ended June 30, 2023:

The FASB issued Accounting Standards Update (ASU) 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors that have adopted the Current Expected Credit Losses (CECL) model and adds a requirement to disclose current period gross charge-offs by year of origination. The Company adopted ASU 2022-02 as of January 1, 2023, on a prospective basis. The ASU updates the requirements related to accounting for credit losses under Accounting Standards Codification 326, including removing anticipatory TDRs and requiring the use of the post-modified effective interest rate when a discounted cash flow method is used in the CECL calculation. The ASU updates disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty.

The FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which, if certain criteria are met, provide optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform. The provisions of this topic are elective and may be applied prospectively as of the beginning of the reporting period when the election is made through December 31, 2024.

The Company adopted this standard as of April 1, 2023. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations, cash flows, and disclosures.

Revenue Recognition

Marketplace revenue consists of (i) origination fees, (ii) servicing fees, (iii) gain (loss) on sales of loans and (iv) net fair value adjustments, as described below.

Origination Fees: The Company receives fees from borrowers for the origination of unsecured personal loans that are held for sale.

Servicing Fees: The Company receives servicing fees to compensate it for servicing loans on behalf of investors, including managing payments and collections from borrowers and payments to those investors. The amount of servicing fee revenue earned is predominantly affected by the servicing rates paid by investors and the outstanding principal balance of loans serviced for investors. Servicing fee revenue related to loans sold also includes the associated change in the fair value of servicing assets.

Gain (Loss) on Sales of Loans: In connection with loan sales, the Company recognizes a gain or loss on the sale of loans based on the level to which the contractual servicing fee is above or below an estimated market rate of servicing. Additionally, the Company recognizes transaction costs, if any, as a loss on sale of loans.

Net Fair Value Adjustments: The Company records fair value adjustments on loans that are recorded at fair value, including gains or losses from sale prices in excess of or less than the loan principal amount sold.

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Marketplace Revenue (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Components of Marketplace Revenue

The following table presents components of marketplace revenue for the periods presented:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Origination fees	$	70,989	$	149,252	$	141,532	$	271,345
Servicing fees	22,015		18,166		48,395		36,680
Gain on sales of loans	13,221		29,319		27,346		53,429
Net fair value adjustments	(23,442)		9,647		(38,856)		24,896
Total marketplace revenue	$	82,783	$	206,384	$	178,417	$	386,350

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Basic and Diluted Earnings per Share

The following table details the computation of the Company’s Basic and Diluted EPS:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Basic EPS:
Net income attributable to stockholders	$	10,110	$	182,060	$	23,776	$	222,896
Weighted-average common shares – Basic	107,892,590		102,776,867		107,405,072		102,138,760
Basic EPS	$	0.09	$	1.77	$	0.22	$	2.18
Diluted EPS:
Net income attributable to stockholders	$	10,110	$	182,060	$	23,776	$	222,896
Weighted-average common shares – Diluted	107,895,072		105,042,626		107,409,129		104,644,825
Diluted EPS	$	0.09	$	1.73	$	0.22	$	2.13

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Securities Available for Sale (Tables)

6 Months Ended

Jun. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Schedule of Available-for-sale Securities Reconciliation

The amortized cost, gross unrealized gains and losses, credit valuation allowance and fair value of available for sale (AFS) securities were as follows:

June 30, 2023	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. agency residential mortgage-backed securities	$	254,999	$	—	$	(40,483)	$	214,516
Senior asset-backed securities related to Structured Program transactions	144,529		—		(605)		143,924
U.S. agency securities	93,449		—		(14,409)		79,040
Mortgage-backed securities	43,723		—		(5,580)		38,143
Other asset-backed securities	29,187		44		(765)		28,466
Other asset-backed securities related to Structured Program transactions (1)	10,550		6,452		(22)		16,980
Municipal securities	3,267		—		(757)		2,510
Total securities available for sale (2)	$	579,704	$	6,496	$	(62,621)	$	523,579

December 31, 2022	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. agency residential mortgage-backed securities	$	255,675	$	—	$	(41,248)	$	214,427
U.S. agency securities	90,447		—		(16,053)		74,394
Mortgage-backed securities	26,988		—		(4,470)		22,518
Asset-backed securities related to Structured Program transactions	8,322		9,395		—		17,717
Other asset-backed securities	14,959		29		(785)		14,203
Municipal securities	3,277		—		(834)		2,443
Total securities available for sale (2)	$	399,668	$	9,424	$	(63,390)	$	345,702

(1)    As of June 30, 2023, $8.5 million of the other asset-backed securities related to Structured Program transactions at fair value are subject to restrictions on transfer pursuant to the Company’s obligations as a “sponsor” under the U.S. Risk Retention Rules.

(2)    As of June 30, 2023 and December 31, 2022, includes $352.1 million and $319.0 million, respectively, of fair value securities pledged as collateral.

Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value

A summary of AFS securities with unrealized losses for which a credit valuation allowance has not been recorded, aggregated by period of continuous unrealized loss, is as follows:

	Less than 12 months				12 months or longer				Total
June 30, 2023	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. agency residential mortgage-backed securities	$	22,653	$	(1,331)	$	191,863	$	(39,152)	$	214,516	$	(40,483)
Senior asset-backed securities related to Structured Program transactions	94,552		(605)		—		—		94,552		(605)
U.S. agency securities	5,878		(122)		73,162		(14,287)		79,040		(14,409)
Mortgage-backed securities	16,946		(787)		21,197		(4,793)		38,143		(5,580)
Other asset-backed securities	14,035		(48)		8,479		(717)		22,514		(765)
Other asset-backed securities related to Structured Program transactions	5,703		(22)		—		—		5,703		(22)
Municipal securities	—		—		2,510		(757)		2,510		(757)
Total securities with unrealized losses	$	159,767	$	(2,915)	$	297,211	$	(59,706)	$	456,978	$	(62,621)
	Less than 12 months				12 months or longer				Total
December 31, 2022	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. agency residential mortgage-backed securities	$	111,843	$	(15,831)	$	102,584	$	(25,417)	$	214,427	$	(41,248)
U.S. agency securities	50,352		(7,213)		24,042		(8,840)		74,394		(16,053)
Mortgage-backed securities	2,441		(229)		20,077		(4,241)		22,518		(4,470)
Other asset-backed securities	4,086		(73)		6,945		(712)		11,031		(785)
Municipal securities	—		—		2,443		(834)		2,443		(834)
Total securities with unrealized losses	$	168,722	$	(23,346)	$	156,091	$	(40,044)	$	324,813	$	(63,390)

Available-for-sale Securities by Contractual Maturity

The contractual maturities of AFS securities were as follows:

June 30, 2023	Amortized Cost		Fair Value		Weighted- average Yield (1)
Due after 1 year through 5 years:
Senior asset-backed securities related to Structured Program transactions	$	144,529	$	143,924
Other asset-backed securities related to Structured Program transactions	10,550		16,980
U.S. agency securities	9,000		8,595
Mortgage-backed securities	1,788		1,583
U.S. agency residential mortgage-backed securities	4		4
Total due after 1 year through 5 years	165,871		171,086		5.19	%
Due after 5 years through 10 years:
U.S. agency securities	18,847		17,257
Other asset-backed securities	16,491		16,471
U.S. agency residential mortgage-backed securities	5,512		5,127
Mortgage-backed securities	2,047		1,693
Municipal securities	622		541
Total due after 5 years through 10 years	43,519		41,089		4.19	%
Due after 10 years:
U.S. agency residential mortgage-backed securities	249,483		209,385
U.S. agency securities	65,602		53,188
Mortgage-backed securities	39,888		34,867
Other asset-backed securities	12,696		11,995
Municipal securities	2,645		1,969
Total due after 10 years	370,314		311,404		2.69	%
Total securities available for sale	$	579,704	$	523,579	3.52	%

(1)    The weighted-average yield is computed using the amortized cost at June 30, 2023.

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Loans and Leases Held for Investment at Amortized Cost, Net of Allowance for Loan and Lease Losses (Tables)

6 Months Ended

Jun. 30, 2023

Loans and Leases Receivable Disclosure [Abstract]

Loans and Notes and Certificates

The Company defines its loans and leases HFI portfolio segments as (i) consumer and (ii) commercial. The following table presents the components of each portfolio segment by class of financing receivable:

	June 30, 2023		December 31, 2022
Unsecured personal	$	4,371,330	$	3,866,373
Residential mortgages	192,256		199,601
Secured consumer	237,372		194,634
Total consumer loans held for investment	4,800,958		4,260,608
Equipment finance (1)	142,073		160,319
Commercial real estate	382,738		373,501
Commercial and industrial (2)	207,580		238,726
Total commercial loans and leases held for investment	732,391		772,546
Total loans and leases held for investment	5,533,349		5,033,154
Allowance for loan and lease losses	(355,163)		(327,852)
Loans and leases held for investment, net (3)	$	5,178,186	$	4,705,302

(1)    Comprised of sales-type leases for equipment. See “Note 16. Leases” for additional information.

(2)    Includes $17.6 million and $67.0 million of pledged loans under the Paycheck Protection Program (PPP) as of June 30, 2023 and December 31, 2022, respectively.

(3)    As of June 30, 2023 and December 31, 2022, the Company had $4.8 billion and $283.6 million in loans pledged as collateral under the Federal Reserve Bank (FRB) Discount Window, respectively. In addition, as of June 30, 2023 and December 31, 2022, the Company had $151.2 million and $156.2 million in loans pledged to the Federal Home Loan Bank (FHLB) of Des Moines, respectively.

June 30, 2023	Gross		ALLL		Net		Allowance Ratios (1)
Total consumer loans held for investment	$	4,800,958	$	341,161	$	4,459,797	7.1	%
Total commercial loans and leases held for investment	732,391		14,002		718,389		1.9	%
Total loans and leases held for investment	$	5,533,349	$	355,163	$	5,178,186	6.4	%

December 31, 2022	Gross		ALLL		Net		Allowance Ratios (1)
Total consumer loans held for investment	$	4,260,608	$	312,489	$	3,948,119	7.3	%
Total commercial loans and leases held for investment	772,546		15,363		757,183		2.0	%
Total loans and leases held for investment	$	5,033,154	$	327,852	$	4,705,302	6.5	%

(1)    Calculated as the ratio of allowance for loan and lease losses (ALLL) to loans and leases HFI at amortized cost.

Financing Receivable, Allowance for Credit Loss

The activity in the ACL by portfolio segment was as follows:

	Three Months Ended June 30,
	2023						2022
	Consumer		Commercial		Total		Consumer		Commercial		Total
Allowance for loan and lease losses, beginning of period	$	333,546	$	15,311	$	348,857	$	173,857	$	14,128	$	187,985
Credit loss expense for loans and leases held for investment	66,874		(684)		66,190		68,314		1,739		70,053
Charge-offs (1)	(63,345)		(924)		(64,269)		(14,707)		(1,145)		(15,852)
Recoveries	4,086		299		4,385		720		354		1,074
Allowance for loan and lease losses, end of period	$	341,161	$	14,002	$	355,163	$	228,184	$	15,076	$	243,260
Reserve for unfunded lending commitments, beginning of period	$	67	$	1,545	$	1,612	$	—	$	1,512	$	1,512
Credit loss expense for unfunded lending commitments	(67)		472		405		136		377		513
Reserve for unfunded lending commitments, end of period (2)	$	—	$	2,017	$	2,017	$	136	$	1,889	$	2,025

	Six Months Ended June 30,
	2023						2022
	Consumer		Commercial		Total		Consumer		Commercial		Total
Allowance for loan and lease losses, beginning of period	$	312,489	$	15,363	$	327,852	$	128,812	$	15,577	$	144,389
Credit loss expense for loans and leases held for investment	137,558		(518)		137,040		122,032		249		122,281
Charge-offs (1)	(115,557)		(1,275)		(116,832)		(23,724)		(1,217)		(24,941)
Recoveries	6,671		432		7,103		1,064		467		1,531
Allowance for loan and lease losses, end of period	$	341,161	$	14,002	$	355,163	$	228,184	$	15,076	$	243,260
Reserve for unfunded lending commitments, beginning of period	$	18	$	1,860	$	1,878	$	—	$	1,231	$	1,231
Credit loss expense for unfunded lending commitments	(18)		157		139		136		658		794
Reserve for unfunded lending commitments, end of period (2)	$	—	$	2,017	$	2,017	$	136	$	1,889	$	2,025

(1)    Unsecured personal loans are charged-off when a borrower is (i) contractually 120 days past due or (ii) two payments past due and has filed for bankruptcy or is deceased.

(2)    Relates to $108.9 million and $132.6 million of unfunded commitments, associated primarily with the commercial loan portfolio, as of June 30, 2023 and 2022, respectively.

Financing Receivable Gross Charge-Offs and Credit Quality Indicators

The following table presents year-to-date gross charge-offs by origination year for the period presented:

	Six Months Ended June 30, 2023
	Gross Charge-Offs by Origination Year
	2023		2022		2021		2020		2019		Prior		Total
Unsecured personal	$	1,596	$	63,295	$	49,331	$	—	$	—	$	—	$	114,222
Residential mortgages	—		—		—		—		—		—		—
Secured consumer	19		1,026		290		—		—		—		1,335
Total consumer loans held for investment	1,615		64,321		49,621		—		—		—		115,557
Equipment finance	—		—		—		—		—		—		—
Commercial real estate	—		—		—		—		—		—		—
Commercial and industrial	—		—		923		—		318		34		1,275
Total commercial loans and leases held for investment	—		—		923		—		318		34		1,275
Total loans and leases held for investment	$	1,615	$	64,321	$	50,544	$	—	$	318	$	34	$	116,832

The following tables present the classes of financing receivables within the consumer portfolio segment by credit quality indicator based on delinquency status and origination year:

June 30, 2023	Term Loans and Leases by Origination Year
	2023		2022		2021		2020		2019		Prior		Total
Unsecured personal
Current	$	1,374,603	$	2,240,402	$	679,211	$	—	$	—	$	—	$	4,294,216
30-59 days past due	3,279		17,474		9,013		—		—		—		29,766
60-89 days past due	1,865		14,153		7,933		—		—		—		23,951
90 or more days past due	1,213		13,852		8,332		—		—		—		23,397
Total unsecured personal	1,380,960		2,285,881		704,489		—		—		—		4,371,330
Residential mortgages
Current	5		49,346		56,510		30,442		21,358		34,430		192,091
30-59 days past due	—		—		—		—		—		—		—
60-89 days past due	—		—		—		—		—		—		—
90 or more days past due	—		—		—		—		—		165		165
Total residential mortgages	5		49,346		56,510		30,442		21,358		34,595		192,256
Secured consumer
Current	80,331		124,585		29,849		—		2,502		—		237,267
30-59 days past due	—		35		19		—		—		—		54
60-89 days past due	—		51		—		—		—		—		51
90 or more days past due	—		—		—		—		—		—		—
Total secured consumer	80,331		124,671		29,868		—		2,502		—		237,372
Total consumer loans held for investment	$	1,461,296	$	2,459,898	$	790,867	$	30,442	$	23,860	$	34,595	$	4,800,958

December 31, 2022	Term Loans and Leases by Origination Year
	2022		2021		2020		2019		2018		Prior		Total
Unsecured personal
Current	$	2,835,460	$	977,224	$	—	$	—	$	—	$	—	$	3,812,684
30-59 days past due	11,149		9,867		—		—		—		—		21,016
60-89 days past due	7,785		8,633		—		—		—		—		16,418
90 or more days past due	6,813		9,442		—		—		—		—		16,255
Total unsecured personal	2,861,207		1,005,166		—		—		—		—		3,866,373
Residential mortgages
Current	49,721		58,353		31,465		21,683		4,546		33,248		199,016
30-59 days past due	—		—		—		—		—		—		—
60-89 days past due	—		—		—		—		—		254		254
90 or more days past due	—		—		—		—		—		331		331
Total residential mortgages	49,721		58,353		31,465		21,683		4,546		33,833		199,601
Secured consumer
Current	151,725		38,076		—		2,543		—		—		192,344
30-59 days past due	1,017		703		—		—		—		—		1,720
60-89 days past due	235		147		—		—		—		—		382
90 or more days past due	116		72		—		—		—		—		188
Total secured consumer	153,093		38,998		—		2,543		—		—		194,634
Total consumer loans held for investment	$	3,064,021	$	1,102,517	$	31,465	$	24,226	$	4,546	$	33,833	$	4,260,608

The following tables present the classes of financing receivables within the commercial portfolio segment by risk rating and origination year:

June 30, 2023	Term Loans and Leases by Origination Year
	2023		2022		2021		2020		2019		Prior		Total
Equipment finance
Pass	$	3,596	$	38,634	$	32,754	$	13,836	$	13,458	$	12,394	$	114,672
Special mention	—		15,369		1,881		6,295		3,173		—		26,718
Substandard	—		—		—		683		—		—		683
Doubtful	—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—
Total equipment finance	3,596		54,003		34,635		20,814		16,631		12,394		142,073
Commercial real estate
Pass	32,401		94,456		38,291		44,179		52,001		79,403		340,731
Special mention	—		—		—		—		259		9,389		9,648
Substandard	—		3,761		6,785		8,415		231		10,577		29,769
Doubtful	—		—		2,043		—		—		—		2,043
Loss	—		—		—		—		—		547		547
Total commercial real estate	32,401		98,217		47,119		52,594		52,491		99,916		382,738
Commercial and industrial
Pass	24,054		76,240		48,898		19,968		9,959		12,337		191,456
Special mention	—		770		29		96		214		558		1,667
Substandard	—		—		4,634		713		3,780		3,688		12,815
Doubtful	—		—		—		—		—		286		286
Loss	—		—		—		—		—		1,356		1,356
Total commercial and industrial	24,054		77,010		53,561		20,777		13,953		18,225		207,580
Total commercial loans and leases held for investment	$	60,051	$	229,230	$	135,315	$	94,185	$	83,075	$	130,535	$	732,391

December 31, 2022	Term Loans and Leases by Origination Year
	2022		2021		2020		2019		2018		Prior		Total
Equipment finance
Pass	$	59,227	$	38,218	$	25,014	$	15,785	$	11,880	$	3,444	$	153,568
Special mention	—		2,094		—		3,759		—		—		5,853
Substandard	—		—		859		—		39		—		898
Doubtful	—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—
Total equipment finance	59,227		40,312		25,873		19,544		11,919		3,444		160,319
Commercial real estate
Pass	100,602		53,445		47,497		52,834		35,992		60,976		351,346
Special mention	—		—		8,415		260		1,237		405		10,317
Substandard	—		—		—		643		2,404		8,215		11,262
Doubtful	—		—		—		—		—		—		—
Loss	—		—		—		—		—		576		576
Total commercial real estate	100,602		53,445		55,912		53,737		39,633		70,172		373,501
Commercial and industrial
Pass	61,076		99,264		24,726		13,866		5,174		10,831		214,937
Special mention	—		—		—		483		163		455		1,101
Substandard	—		9,361		4,529		3,623		797		2,820		21,130
Doubtful	—		—		—		—		—		286		286
Loss	—		—		—		—		1		1,271		1,272
Total commercial and industrial	61,076		108,625		29,255		17,972		6,135		15,663		238,726
Total commercial loans and leases held for investment	$	220,905	$	202,382	$	111,040	$	91,253	$	57,687	$	89,279	$	772,546

Past Due Financing Receivables

The following tables present an analysis of the past due loans and leases HFI within the commercial portfolio segment:

June 30, 2023	30-59 Days		60-89 Days		90 or More Days		Total
Equipment finance	$	485	$	—	$	683	$	1,168
Commercial real estate	2,115		—		10,561		12,676
Commercial and industrial (1)	184		358		1,608		2,150
Total commercial loans and leases held for investment	$	2,784	$	358	$	12,852	$	15,994

December 31, 2022	30-59 Days		60-89 Days		90 or More Days		Total
Equipment finance	$	3,172	$	—	$	859	$	4,031
Commercial real estate	—		102		—		102
Commercial and industrial (1)	—		—		1,643		1,643
Total commercial loans and leases held for investment	$	3,172	$	102	$	2,502	$	5,776

(1)    Past due PPP loans are excluded from the tables.

The following table presents nonaccrual loans and leases:

	June 30, 2023				December 31, 2022
	Nonaccrual (1)		Nonaccrual with no related ACL (2)		Nonaccrual (1)		Nonaccrual with no related ACL (2)
Unsecured personal	$	23,397	$	—	$	16,255	$	—
Residential mortgages	322		322		331		331
Secured consumer	—		—		188		—
Total nonaccrual consumer loans held for investment	23,719		322		16,774		331
Equipment finance	683		—		898		39
Commercial real estate	19,298		9,360		1,018		1,018
Commercial and industrial	7,683		2,043		16,137		1,229
Total nonaccrual commercial loans and leases held for investment	27,664		11,403		18,053		2,286
Total nonaccrual loans and leases held for investment	$	51,383	$	11,725	$	34,827	$	2,617

(1)     Excluding PPP loans, there were no loans and leases that were 90 days or more past due and accruing as of both June 30, 2023 and December 31, 2022.

(2)     Subset of total nonaccrual loans and leases.

	June 30, 2023				December 31, 2022
	Nonaccrual		Nonaccrual Ratios (1)		Nonaccrual		Nonaccrual Ratios (1)
Total nonaccrual consumer loans held for investment	$	23,719	0.5	%	$	16,774	0.4	%
Total nonaccrual commercial loans and leases held for investment	27,664		3.8	%	18,053		2.3	%
Total nonaccrual loans and leases held for investment	$	51,383	0.9	%	$	34,827	0.7	%

(1)     Calculated as the ratio of nonaccruing loans and leases to loans and leases HFI at amortized cost.

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Securitizations and Variable Interest Entities (Tables)

6 Months Ended

Jun. 30, 2023

Transfers and Servicing [Abstract]

Summary of Select Information Related to VIEs

The following table presents the classifications of assets and liabilities on the Company’s Balance Sheet for its transactions with consolidated and unconsolidated VIEs. The Company’s transactions with VIEs include Structured Program transactions. The Company has also various forms of involvement with VIEs, including servicing loans and holding senior or subordinated interests in the VIEs. Additionally, the assets and liabilities in the table below exclude intercompany balances that were eliminated in consolidation.

	June 30, 2023						December 31, 2022
	Consolidated		Unconsolidated		Total		Consolidated		Unconsolidated		Total
Assets
Restricted cash	$	4,330	$	—	$	4,330	$	8,048	$	—	$	8,048
Securities available for sale at fair value	—		160,905		160,905		—		17,717		17,717
Loans held for investment at fair value	1,753		—		1,753		3,994		—		3,994
Retail and certificate loans held for investment at fair value	932		—		932		1,946		—		1,946
Other assets	23		11,695		11,718		206		10,464		10,670
Total assets	$	7,038	$	172,600	$	179,638	$	14,194	$	28,181	$	42,375
Liabilities
Borrowings	$	4,460	$	—	$	4,460	$	8,085	$	—	$	8,085
Retail notes, certificates and secured borrowings at fair value	932		—		932		1,946		—		1,946
Other liabilities	9		—		9		29		—		29
Total liabilities	5,401		—		5,401		10,060		—		10,060
Total net assets (maximum loss exposure)	$	1,637	$	172,600	$	174,237	$	4,134	$	28,181	$	32,315

The following table summarizes activity related to unconsolidated VIEs where the transfers were accounted for as a sale on the Company’s financial statements:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value of consideration received:
Cash	$	18,051	$	—	$	18,051	$	5,320
Asset-backed securities retained	153,229		—		153,229		2,180
Other assets (liabilities)	2,299		—		2,299		(3,794)
Total consideration	173,579		—		173,579		3,706
Deconsolidation of debt	—		—		—		36,072
Fair value of loans sold	(171,559)		—		(171,559)		(39,519)
Gain on sales of loans (1)	$	2,020	$	—	$	2,020	$	259
Cash proceeds from continuing involvement:
Servicing and other administrative fees	$	862	$	2,407	$	1,876	$	5,512
Interest received on asset-backed securities retained	$	2,406	$	2,384	$	3,594	$	5,079

(1)    Consists of servicing assets recognized at the time of sale, less any transaction costs, and excludes origination fees and fair value adjustments recognized prior to the sale. Prior period amounts have been reclassified to conform to the current period presentation.

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Fair Value of Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Hierarchy of Assets and Liabilities Measured on a Recurring Basis

The following tables present the fair value hierarchy for assets and liabilities measured at fair value:

June 30, 2023	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans held for sale at fair value	$	—	$	—	$	250,361	$	250,361
Loans held for investment at fair value	—		—		404,119		404,119
Retail and certificate loans held for investment at fair value	—		—		26,837		26,837
Securities available for sale:
U.S. agency residential mortgage-backed securities	—		214,516		—		214,516
Senior asset-backed securities related to Structured Program transactions	—		1,139		142,785		143,924
U.S. agency securities	—		79,040		—		79,040
Mortgage-backed securities	—		38,143		—		38,143
Other asset-backed securities	—		28,466		—		28,466
Other asset-backed securities related to Structured Program transactions	—		—		16,980		16,980
Municipal securities	—		2,510		—		2,510
Total securities available for sale	—		363,814		159,765		523,579
Servicing assets	—		—		85,387		85,387
Other assets	—		4,726		—		4,726
Total assets	$	—	$	368,540	$	926,469	$	1,295,009
Liabilities:
Borrowings	$	—	$	—	$	4,460	$	4,460
Retail notes, certificates and secured borrowings	—		—		26,837		26,837
Other liabilities	—		4,726		2,570		7,296
Total liabilities	$	—	$	4,726	$	33,867	$	38,593

December 31, 2022	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans held for sale at fair value	$	—	$	—	$	110,400	$	110,400
Loans held for investment at fair value	—		—		925,938		925,938
Retail and certificate loans held for investment at fair value	—		—		55,425		55,425
Securities available for sale:
U.S. agency residential mortgage-backed securities	—		214,427		—		214,427
U.S. agency securities	—		74,394		—		74,394
Mortgaged-backed securities	—		22,518		—		22,518
Other asset-backed securities	—		14,203		—		14,203
Asset-backed securities related to Structured Program transactions	—		5,248		12,469		17,717
Municipal securities	—		2,443		—		2,443
Total securities available for sale	—		333,233		12,469		345,702
Servicing assets	—		—		84,308		84,308
Other assets	—		—		5,099		5,099
Total assets	$	—	$	333,233	$	1,193,639	$	1,526,872
Liabilities:
Borrowings	$	—	$	—	$	8,085	8,085
Retail notes, certificates and secured borrowings	—		—		55,425		55,425
Other liabilities	—		—		8,583		8,583
Total liabilities	$	—	$	—	$	72,093	$	72,093

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

The following tables present additional information about Level 3 loans HFS on a recurring basis:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value at beginning of period	$	44,647	$	156,730	$	110,400	$	142,370
Originations and purchases	1,272,118		2,728,499		2,477,147		4,999,424
Sales	(1,238,252)		(2,811,843)		(2,485,498)		(5,069,544)
Principal payments	(5,135)		(8,524)		(11,600)		(21,860)
Transfers	191,807		(11,888)		191,807		(11,888)
Fair value adjustments recorded in earnings	(14,824)		9,837		(31,895)		24,309
Fair value at end of period	$	250,361	$	62,811	$	250,361	$	62,811

The following table presents additional information about Level 3 loans HFI at fair value on a recurring basis:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value at beginning of period	$	748,618	$	15,384	$	925,938	$	21,240
Purchases	—		—		4,037		14
Principal payments	(156,287)		(5,724)		(342,738)		(11,747)
Transfers	(191,634)		11,966		(191,634)		11,966
Interest income accretion and fair value adjustments recorded in earnings	3,422		(1,043)		8,516		(890)
Fair value at end of period	$	404,119	$	20,583	$	404,119	$	20,583

The following table presents additional information about Level 3 senior asset-backed securities related to Structured Program transactions measured at fair value on a recurring basis:

	Three and Six Months Ended
	June 30, 2023
Fair value at beginning of period	$	—
Additions	144,680
Cash received	(1,290)
Change in unrealized loss	(605)
Fair value at end of period	$	142,785

The following table presents additional information about Level 3 other asset-backed securities related to Structured Program transactions measured at fair value on a recurring basis:

	Three Months Ended		Six Months Ended
	June 30, 2023
Fair value at beginning of period	$	10,397	$	12,469
Additions	8,667		8,780
Cash received	(2,084)		(4,269)
Fair value at end of period	$	16,980	$	16,980

The following table presents additional information about Level 3 servicing assets measured at fair value on a recurring basis:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value at beginning of period	$	89,241	$	72,112	$	84,308	$	67,726
Issuances (1)	13,576		29,090		27,701		51,455
Change in fair value, included in Marketplace revenue	(17,074)		(21,034)		(29,650)		(38,013)
Other net changes	(356)		(741)		3,028		(1,741)
Fair value at end of period	$	85,387	$	79,427	$	85,387	$	79,427

(1)    Represents the gains or losses on sales of the related loans.

Quantitative Information about Significant Unobservable Inputs Used for Fair Value Measurements

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 loans HFI at fair value:

	June 30, 2023						December 31, 2022
	Minimum		Maximum		Weighted- Average		Minimum		Maximum		Weighted- Average
Discount rates	8.6	%	16.7	%	12.7	%	8.8	%	17.1	%	12.7	%
Net cumulative expected loss rates (1)	2.2	%	10.2	%	6.3	%	2.1	%	9.8	%	5.7	%
Cumulative expected prepayment rates (1)	22.0	%	30.7	%	27.3	%	26.2	%	35.3	%	30.8	%

(1)    Expressed as a percentage of the acquired principal balance of the loan.

The following table presents quantitative information about the significant unobservable inputs used for the

Company’s Level 3 fair value measurements for other asset-backed securities related to Structured Program transactions:

	June 30, 2023
	Minimum		Maximum		Weighted- Average
Discount rates	5.5	%	6.6	%	5.8	%
Net cumulative expected loss rates (1)	7.2	%	9.1	%	8.3	%
Cumulative expected prepayment rates (1)	33.0	%	34.0	%	33.4	%

(1)    Expressed as a percentage of the outstanding collateral balance.

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for servicing assets relating to loans sold to investors:

	June 30, 2023						December 31, 2022
	Minimum		Maximum		Weighted- Average		Minimum		Maximum		Weighted- Average
Discount rates	7.5	%	16.4	%	9.9	%	7.5	%	16.4	%	10.1	%
Net cumulative expected loss rates (1)	2.0	%	36.4	%	15.4	%	2.1	%	36.7	%	15.6	%
Cumulative expected prepayment rates (1)	17.0	%	47.7	%	32.9	%	15.8	%	47.2	%	35.9	%
Total market servicing rates (% per annum on outstanding principal balance) (2)	0.62	%	0.62	%	0.62	%	0.62	%	0.62	%	0.62	%

(1)    Expressed as a percentage of the original principal balance of the loan.

(2)    Includes collection fees estimated to be paid to a hypothetical third-party servicer.

Schedule of Fair Value Sensitivity of Loans

The sensitivity of loans HFI at fair value to adverse changes in key assumptions are as follows:

	June 30, 2023		December 31, 2022
Loans held for investment at fair value	$	404,119	$	925,938
Expected weighted-average life (in years)	1.0		0.9
Discount rates:
100 basis point increase	$	(3,057)	$	(7,471)
200 basis point increase	$	(6,071)	$	(14,830)
Expected credit loss rates on underlying loans:
10% increase	$	(2,454)	$	(5,574)
20% increase	$	(5,006)	$	(11,307)
Expected prepayment rates:
10% increase	$	(2,146)	$	(4,311)
20% increase	$	(4,157)	$	(7,480)

Schedule of Sensitivity Analysis of Debt Securities Available-for-Sale

The following tables present adverse changes to the fair value sensitivity of Level 3 other asset-backed securities related to Structured Program transactions to changes in key assumptions:

	June 30, 2023
Fair value of interests held	$	16,980
Expected weighted-average life (in years)	1.6
Discount rates
100 basis point increase	$	(193)
200 basis point increase	$	(388)
Expected loss rates
10% increase	$	(390)
20% increase	$	(798)
Expected prepayment rates
10% increase	$	(216)
20% increase	$	(496)

Fair Value Disclosure And Measurement

The table below shows the impact on the estimated fair value of servicing assets, calculated using different market servicing rate assumptions:

	June 30, 2023			December 31, 2022
Weighted-average market servicing rate assumptions	0.62		%	0.62		%
Change in fair value from:
Servicing rate increase by 0.10%	$	(9,923)		$	(10,505)
Servicing rate decrease by 0.10%	$	9,923		$	10,505

Fair Value Sensitivity of Servicing Assets

The following table presents the fair value sensitivity of servicing assets to adverse changes in key assumptions:

	June 30, 2023		December 31, 2022
Fair value of servicing assets	$	85,387	$	84,308
Discount rates
100 basis point increase	$	(726)	$	(726)
200 basis point increase	$	(1,453)	$	(1,451)
Expected loss rates
10% increase	$	(1,069)	$	(1,037)
20% increase	$	(2,137)	$	(2,074)
Expected prepayment rates
10% increase	$	(1,790)	$	(1,994)
20% increase	$	(3,581)	$	(3,989)

Fair Value, by Balance Sheet Grouping

The following tables present the fair value hierarchy for financial instruments, assets, and liabilities not recorded at fair value:

June 30, 2023	Carrying Amount		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans and leases held for investment, net	$	5,178,186	$	—	$	—	$	5,408,746	$	5,408,746
Other assets	37,375		—		36,393		1,359		37,752
Total assets	$	5,215,561	$	—	$	36,393	$	5,410,105	$	5,446,498
Liabilities:
Deposits (1)	$	829,798	$	—	$	—	$	826,478	$	826,478
Borrowings	11,215		—		561		10,654		11,215
Other liabilities	59,342		—		28,260		31,082		59,342
Total liabilities	$	900,355	$	—	$	28,821	$	868,214	$	897,035

December 31, 2022	Carrying Amount		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans and leases held for investment, net	$	4,705,302	$	—	$	—	$	4,941,825	$	4,941,825
Other assets	36,646		—		35,300		1,397		36,697
Total assets	$	4,741,948	$	—	$	35,300	$	4,943,222	$	4,978,522
Liabilities:
Deposits (1)	$	860,808	$	—	$	—	$	860,808	$	860,808
Borrowings	66,773		—		2,619		64,154		66,773
Other liabilities	62,247		—		30,311		31,936		62,247
Total liabilities	$	989,828	$	—	$	32,930	$	956,898	$	989,828

(1)    Excludes deposit liabilities with no defined or contractual maturities.

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Property, Equipment and Software, Net (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Equipment and Software, Net

Property, equipment and software, net, consist of the following:

	June 30, 2023		December 31, 2022
Software (1)	$	188,817	$	174,360
Leasehold improvements	31,214		31,214
Computer equipment	24,234		27,410
Furniture and fixtures	6,088		6,088
Total property, equipment and software	250,353		239,072
Accumulated depreciation and amortization	(98,745)		(102,599)
Total property, equipment and software, net	$	151,608	$	136,473

(1)    Includes $66.5 million and $43.7 million of development in progress for internally-developed software and $4.1 million and $3.0 million of development in progress to customize purchased software as of June 30, 2023 and December 31, 2022, respectively.

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The gross and net carrying values and accumulated amortization were as follows:

	June 30, 2023		December 31, 2022
Gross carrying value	$	54,500	$	54,500
Accumulated amortization	(40,333)		(38,166)
Net carrying value	$	14,167	$	16,334

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The expected future amortization expense for intangible assets as of June 30, 2023, is as follows:

2023	$	2,031
2024	3,549
2025	2,901
2026	2,252
2027	1,603
Thereafter	1,831
Total	$	14,167

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Other Assets (Tables)

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Assets

Other assets consist of the following:

	June 30, 2023		December 31, 2022
Deferred tax asset, net (1)	$	169,317	$	173,687
Servicing assets (2)	86,369		85,654
Operating lease assets	55,436		63,872
Nonmarketable equity investments	45,825		38,320
Intangible assets, net (3)	14,167		16,334
Other	122,269		122,439
Total other assets	$	493,383	$	500,306

(1)    See “Note 15. Income Taxes” for additional detail.

(2)    Loans underlying servicing assets had a total outstanding principal balance of $10.4 billion and $11.0 billion as of June 30, 2023 and December 31, 2022, respectively.

(3)    See “Note 9. Goodwill and Intangible Assets” for additional detail.

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Deposits (Tables)

6 Months Ended

Jun. 30, 2023

Other Liabilities Disclosure [Abstract]

Summary of Deposits

Deposits consist of the following:

	June 30, 2023		December 31, 2022
Interest-bearing deposits:
Savings and money market accounts	$	4,638,377	$	3,616,657
Checking accounts	1,185,574		1,681,095
Certificates of deposit	829,798		860,808
Total	$	6,653,749	$	6,158,560
Noninterest-bearing deposits	189,786		233,993
Total deposits	$	6,843,535	$	6,392,553

Total certificates of deposit at June 30, 2023 are scheduled to mature as follows:

2023	$	460,024
2024	347,992
2025	10,528
2026	1,139
2027	9,217
Thereafter	898
Total certificates of deposit	$	829,798

The following table presents the amount of certificates of deposit with denominations exceeding the Federal Deposit Insurance Corporation (FDIC) limit of $250 thousand, segregated by time remaining until maturity, as of June 30, 2023:

	Three months or less		Over 3 months through 6 months		Over 6 months through 12 months		Over 12 months		Total
Certificates of deposit	$	2,351	$	4,658	$	3,536	$	3,913	$	14,458

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Borrowings (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

The following table summarizes the Company’s long-term debt, as of the dates indicated:

	June 30, 2023		December 31, 2022
Advances from PPPLF (1):
Aggregate debt outstanding (fixed interest rate of 0.35%)	$	10,654	$	64,154
Pledged collateral	$	17,640	$	66,971
Retail notes, certificates and secured borrowings (2):
Aggregate debt outstanding	$	26,837	$	55,425
Payable on Structured Program borrowings (3):
Aggregate debt outstanding	$	4,460	$	8,085
Pledged collateral	$	5,972	$	9,708

(1)    Collateralized by SBA PPP loans originated by the Company. The maturity date of the PPPLF borrowings matches the maturity date of the pledged SBA PPP loans. When loans are forgiven by the SBA, the corresponding PPPLF advance is paid by the Company.

(2)    The Company does not assume principal or interest rate risk on loans that were funded by Retail Notes because loan balances, interest rates and maturities were matched and offset by an equal balance of notes with the exact

same interest rates and maturities. As of December 31, 2020, LendingClub ceased offering and selling Retail Notes. The total balance of outstanding Retail Notes will continue to decline as underlying borrower payments are made.

(3)    Consists of certificate participations and securities of certain consolidated VIEs held by third-party investors and secured by “Loans held for investment at fair value” totaling $1.8 million and $4.0 million and “Restricted cash” of $4.2 million and $5.7 million as of June 30, 2023 and December 31, 2022, respectively.

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Other Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Other Liabilities

Other liabilities consist of the following:

	June 30, 2023		December 31, 2022
Operating lease liabilities	$	68,095	$	77,291
Accounts payable and accrued expenses	60,815		98,173
Payable to investors (1)	28,260		30,311
Other	93,766		86,842
Total other liabilities	$	250,936	$	292,617

(1)    Represents principal and interest on loans collected by the Company and pending disbursement to investors.

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Employee Incentive Plans (Tables)

6 Months Ended

Jun. 30, 2023

Postemployment Benefits [Abstract]

Total Stock-based Compensation Expense

Stock-based compensation expense, included in “Compensation and benefits” expense on the Income Statement, was as follows for the periods presented:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
RSUs and PBRSUs	$	18,145	$	19,804	$	32,437	$	37,167
Stock options	—		20		—		40
Stock-based compensation expense, gross	18,145		19,824		32,437		37,207
Less: Capitalized stock-based compensation expense	2,317		2,051		4,721		3,740
Stock-based compensation expense, net	$	15,828	$	17,773	$	27,716	$	33,467

Schedule of RSU Activity

The following table summarizes the activities for the Company’s RSUs:

	Number of Units	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2022	8,672,626	$	12.94
Granted	6,299,789	$	7.71
Vested	(2,761,401)	$	11.96
Forfeited/expired	(1,480,127)	$	12.72
Unvested at June 30, 2023	10,730,887	$	10.15

Schedule of PBRSU Activity

The following table summarizes the activities for the Company’s PBRSUs:

	Number of Units	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2022	1,754,898	$	11.19
Granted	807,499	$	7.15
Vested	(870,766)	$	4.22
Forfeited/expired	(104,084)	$	11.77
Unvested at June 30, 2023	1,587,547	$	12.63

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets

The following table summarizes the Company’s net deferred tax assets:

	June 30, 2023		December 31, 2022
Deferred tax assets, net of liabilities	$	216,929	$	221,408
Valuation allowance	(47,612)		(47,721)
Deferred tax assets, net of valuation allowance	$	169,317	$	173,687

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Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Components of Equipment Finance Assets

The components of Equipment Finance assets are as follows:

	June 30, 2023		December 31, 2022
Lease receivables	$	120,046	$	137,969
Unguaranteed residual asset values	35,105		39,262
Unearned income	(13,816)		(17,786)
Deferred fees	738		874
Total	$	142,073	$	160,319

Future Minimum Payments to be Received, Fiscal Year Maturity

Future minimum lease payments based on maturity of the Company’s lessor arrangements as of June 30, 2023 were as follows:

2023	$	24,987
2024	40,333
2025	29,078
2026	17,503
2027	7,881
Thereafter	5,539
Total lease payments	$	125,321
Discount effect	(5,275)
Present value of future minimum lease payments	$	120,046

Supplemental Balance Sheet Information

Balance sheet information related to leases was as follows:

ROU Assets and Lease Liabilities	Balance Sheet Classification	June 30, 2023		December 31, 2022
Operating lease assets	Other assets	$	55,436	$	63,872
Operating lease liabilities	Other liabilities	$	68,095	$	77,291

Lease Costs

Components of net lease costs were as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
Net Lease Costs	Income Statement Classification	2023		2022		2023		2022
Operating lease costs	Occupancy	$	(3,334)	$	(4,366)	$	(6,262)	$	(8,846)
Sublease revenue	Other non-interest income	—		1,310		—		2,847
Net lease costs		$	(3,334)	$	(3,056)	$	(6,262)	$	(5,999)

Supplemental Cash Flow Information

Supplemental cash flow information related to the Company’s operating leases was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Non-cash operating activity:
Leased assets obtained or adjusted in exchange for new, amended, and modified operating lease liabilities	$	—	$	—	$	(4,664)	$	—

Future Minimum Undiscounted Lease Payments

The Company’s future minimum undiscounted lease payments under operating leases as of June 30, 2023 were as follows:

	Operating Lease Payments
2023	$	6,434
2024	12,798
2025	13,129
2026	11,710
2027	10,987
Thereafter	27,238
Total lease payments	$	82,296
Discount effect	(14,201)
Present value of future minimum lease payments	$	68,095

Weighted-average Remaining Lease Term and Discount Rate

The weighted-average remaining lease term and discount rate used in the calculation of the Company’s operating lease assets and liabilities were as follows:

Lease Term and Discount Rate	June 30, 2023
Weighted-average remaining lease term (in years)	6.7
Weighted-average discount rate	5.39	%

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Regulatory Requirements (Tables)

6 Months Ended

Jun. 30, 2023

Regulated Operations [Abstract]

Schedule of Compliance with Regulatory Capital Requirements under Banking Regulations

The following table summarizes the Company’s regulatory capital amounts (in millions) and ratios:

LendingClub	June 30, 2023				December 31, 2022				Required Minimum plus Required CCB for Non-Leverage Ratios
	Amount		Ratio		Amount		Ratio
CET1 capital (1)	$	1,053.5	16.1	%	$	1,005.8	15.8	%	7.0	%
Tier 1 capital	$	1,053.5	16.1	%	$	1,005.8	15.8	%	8.5	%
Total capital	$	1,138.3	17.4	%	$	1,088.1	17.1	%	10.5	%
Tier 1 leverage	$	1,053.5	12.4	%	$	1,005.8	14.1	%	4.0	%
Risk-weighted assets	$	6,526.5	N/A		$	6,360.7	N/A		N/A
Quarterly adjusted average assets	$	8,522.6	N/A		$	7,119.0	N/A		N/A

N/A – Not applicable

(1)     Consists of common stockholders’ equity as defined under U.S. GAAP and certain adjustments made in accordance with regulatory capital guidelines, including the addition of the CECL transitional benefit and deductions for goodwill and other intangible assets.

The following table summarizes LC Bank’s regulatory capital amounts (in millions) and ratios:

LendingClub Bank	June 30, 2023				December 31, 2022				Required Minimum plus Required CCB for Non-Leverage Ratios
	Amount		Ratio		Amount		Ratio
CET1 capital (1)	$	939.3	14.7	%	$	852.2	13.8	%	7.0	%
Tier 1 capital	$	939.3	14.7	%	$	852.2	13.8	%	8.5	%
Total capital	$	1,022.6	16.0	%	$	932.4	15.1	%	10.5	%
Tier 1 leverage	$	939.3	11.3	%	$	852.2	12.5	%	4.0	%
Risk-weighted assets	$	6,406.5	N/A		$	6,194.0	N/A		N/A
Quarterly adjusted average assets	$	8,300.0	N/A		$	6,795.2	N/A		N/A

N/A – Not applicable

(1)     Consists of common stockholders’ equity as defined under U.S. GAAP and certain adjustments made in accordance with regulatory capital guidelines, including the addition of the CECL transitional benefit and deductions for goodwill and other intangible assets.

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Other Non-interest Income and Non-interest Expense (Tables)

6 Months Ended

Jun. 30, 2023

Other Income and Expenses [Abstract]

Schedule of Other Nonoperating Income (Expense)

Other non-interest income consists of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Referral revenue	$	1,531	$	4,025	$	2,979	$	7,716
Realized gains on sales of securities available for sale	—		—		—		36
Other	1,504		3,423		3,412		9,587
Total other non-interest income	$	3,035	$	7,448	$	6,391	$	17,339

Other non-interest expense consists of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Consumer credit services	$	2,480	$	5,670	$	7,447	$	11,194
Other	12,842		11,751		25,578		20,231
Total other non-interest expense	$	15,322	$	17,421	$	33,025	$	31,425

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Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Financial information for the segments is presented in the following tables:

	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Consolidated Total
	Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended June 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Non-interest income:
Marketplace revenue	$	62,006	$	191,087	$	7,772	$	11,167	$	13,005	$	4,130	$	82,783	$	206,384
Other non-interest income	21,743		20,041		2,431		3,914		(21,139)		(16,507)		3,035		7,448
Total non-interest income	83,749		211,128		10,203		15,081		(8,134)		(12,377)		85,818		213,832
Interest income:
Interest income	210,514		120,152		3,972		8,316		—		—		214,486		128,468
Interest expense	(66,546)		(6,213)		(1,288)		(6,029)		—		—		(67,834)		(12,242)
Net interest income	143,968		113,939		2,684		2,287		—		—		146,652		116,226
Total net revenue	227,717		325,067		12,887		17,368		(8,134)		(12,377)		232,470		330,058
Provision for credit losses	(66,611)		(70,566)		16		—		—		—		(66,595)		(70,566)
Non-interest expense	(142,563)		(196,636)		(16,650)		(25,127)		8,134		12,377		(151,079)		(209,386)
Income (Loss) before income tax benefit (expense)	18,543		57,865		(3,747)		(7,759)		—		—		14,796		50,106
Income tax benefit (expense)	(5,429)		(17,318)		743		85,864		—		63,408		(4,686)		131,954
Net income (loss)	$	13,114	$	40,547	$	(3,004)	$	78,105	$	—	$	63,408	$	10,110	$	182,060
Capital expenditures	$	15,857	$	15,783	$	—	$	—	$	—	$	—	$	15,857	$	15,783
Depreciation and amortization	$	7,073	$	3,510	$	4,565	$	7,047	$	—	$	—	$	11,638	$	10,557

	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Consolidated Total
	Six Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Non-interest income:
Marketplace revenue	$	134,694	$	355,922	$	20,880	$	26,298	$	22,843	$	4,130	$	178,417	$	386,350
Other non-interest income	40,904		39,539		4,984		8,137		(39,497)		(30,337)		6,391		17,339
Total non-interest income	175,598		395,461		25,864		34,435		(16,654)		(26,207)		184,808		403,689
Interest income:
Interest income	408,844		219,975		8,055		20,146		—		—		416,899		240,121
Interest expense	(120,442)		(9,857)		(3,101)		(14,358)		—		—		(123,543)		(24,215)
Net interest income	288,402		210,118		4,954		5,788		—		—		293,356		215,906
Total net revenue	464,000		605,579		30,818		40,223		(16,654)		(26,207)		478,164		619,595
Provision for credit losses	(137,195)		(123,075)		16		—		—		—		(137,179)		(123,075)
Non-interest expense	(290,946)		(375,095)		(34,095)		(51,702)		16,654		26,207		(308,387)		(400,590)
Income (Loss) before income tax benefit (expense)	35,859		107,409		(3,261)		(11,479)		—		—		32,598		95,930
Income tax benefit (expense)	(9,685)		(29,673)		863		103,591		—		53,048		(8,822)		126,966
Net income (loss)	$	26,174	$	77,736	$	(2,398)	$	92,112	$	—	$	53,048	$	23,776	$	222,896
Capital expenditures	$	32,255	$	37,358	$	—	$	—	$	—	$	—	$	32,255	$	37,358
Depreciation and amortization	$	13,967	$	7,010	$	10,025	$	14,586	$	—	$	—	$	23,992	$	21,596

	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Consolidated Total
	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Assets
Total cash and cash equivalents	$	1,176,563	$	1,020,874	$	74,632	$	56,475	$	(47,271)	$	(20,319)	$	1,203,924	$	1,057,030
Restricted cash	—		—		41,206		75,409		(6,414)		(7,955)		34,792		67,454
Securities available for sale at fair value	515,466		329,287		8,113		16,415		—		—		523,579		345,702
Loans held for sale at fair value	250,361		110,400		—		—		—		—		250,361		110,400
Loans and leases held for investment, net	5,178,186		4,705,302		—		—		—		—		5,178,186		4,705,302
Loans held for investment at fair value	390,654		906,711		13,465		19,227		—		—		404,119		925,938
Retail and certificate loans held for investment at fair value	—		—		26,837		55,425		—		—		26,837		55,425
Property, equipment and software, net	127,438		102,274		24,170		34,199		—		—		151,608		136,473
Investment in subsidiary	—		—		797,899		755,319		(797,899)		(755,319)		—		—
Goodwill	75,717		75,717		—		—		—		—		75,717		75,717
Other assets	335,118		339,341		177,798		173,851		(19,533)		(12,886)		493,383		500,306
Total assets	8,049,503		7,589,906		1,164,120		1,186,320		(871,117)		(796,479)		8,342,506		7,979,747
Liabilities and Equity
Total deposits	6,897,220		6,420,827		—		—		(53,685)		(28,274)		6,843,535		6,392,553
Borrowings	10,654		64,154		5,021		10,704		—		—		15,675		74,858
Retail notes, certificates and secured borrowings at fair value	—		—		26,837		55,425		—		—		26,837		55,425
Other liabilities	156,563		189,185		113,921		116,318		(19,548)		(12,886)		250,936		292,617
Total liabilities	7,064,437		6,674,166		145,779		182,447		(73,233)		(41,160)		7,136,983		6,815,453
Total equity	985,066		915,740		1,018,341		1,003,873		(797,884)		(755,319)		1,205,523		1,164,294
Total liabilities and equity	$	8,049,503	$	7,589,906	$	1,164,120	$	1,186,320	$	(871,117)	$	(796,479)	$	8,342,506	$	7,979,747

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Marketplace Revenue - Components of Marketplace Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Gain on sales of loans	$ 13,221	$ 29,319	$ 27,346	$ 53,429
Net fair value adjustments	(23,442)	9,647	(38,856)	24,896
Total marketplace revenue	82,783	206,384	178,417	386,350
Origination fees
Disaggregation of Revenue [Line Items]
Revenue	70,989	149,252	141,532	271,345
Servicing fees
Disaggregation of Revenue [Line Items]
Revenue	$ 22,015	$ 18,166	$ 48,395	$ 36,680

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Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Basic EPS:
Net income attributable to stockholders		$ 10,110	$ 182,060	$ 23,776	$ 222,896
Weighted-average common shares – Basic (shares)	[1]	107,892,590	102,776,867	107,405,072	102,138,760
Basic EPS ($ per share)	[1]	$ 0.09	$ 1.77	$ 0.22	$ 2.18
Diluted EPS:
Net income attributable to stockholders		$ 10,110	$ 182,060	$ 23,776	$ 222,896
Weighted-average common shares – Diluted (shares)	[1]	107,895,072	105,042,626	107,409,129	104,644,825
Diluted EPS ($ per share)	[1]	$ 0.09	$ 1.73	$ 0.22	$ 2.13

[1] See “Notes to Condensed Consolidated Financial Statements – Note 3. Earnings Per Share” for additional information.

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Securities Available for Sale - Amortized cost/fair value (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 579,704	$ 399,668
Gross Unrealized Gains	6,496	9,424
Gross Unrealized Losses	(62,621)	(63,390)
Fair Value	523,579	345,702
Assets pledged as collateral
Debt Securities, Available-for-sale [Line Items]
Fair Value	352,100	319,000
U.S. agency residential mortgage-backed securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	254,999	255,675
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(40,483)	(41,248)
Fair Value	214,516	214,427
Senior asset-backed securities related to Structured Program transactions
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	144,529
Gross Unrealized Gains	0
Gross Unrealized Losses	(605)
Fair Value	143,924
U.S. agency securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	93,449	90,447
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(14,409)	(16,053)
Fair Value	79,040	74,394
Mortgage-backed securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	43,723	26,988
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(5,580)	(4,470)
Fair Value	38,143	22,518
Other asset-backed securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	29,187	14,959
Gross Unrealized Gains	44	29
Gross Unrealized Losses	(765)	(785)
Fair Value	28,466	14,203
Other asset-backed securities related to Structured Program transactions
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	10,550
Gross Unrealized Gains	6,452
Gross Unrealized Losses	(22)
Fair Value	16,980
Restricted investments	8,500
Asset-backed securities related to Structured Program transactions
Debt Securities, Available-for-sale [Line Items]
Amortized Cost		8,322
Gross Unrealized Gains		9,395
Gross Unrealized Losses		0
Fair Value		17,717
Municipal securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	3,267	3,277
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(757)	(834)
Fair Value	$ 2,510	$ 2,443

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Securities Available for Sale - Continuous loss (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Schedule of Securities Available-for-sale [Line Items]
Fair Value, Less than 12 months	$ 159,767	$ 168,722
Unrealized Losses, Less than 12 months	(2,915)	(23,346)
Fair Value, 12 months or longer	297,211	156,091
Unrealized Losses, 12 months or longer	(59,706)	(40,044)
Fair Value	456,978	324,813
Unrealized Losses	(62,621)	(63,390)
U.S. agency residential mortgage-backed securities
Schedule of Securities Available-for-sale [Line Items]
Fair Value, Less than 12 months	22,653	111,843
Unrealized Losses, Less than 12 months	(1,331)	(15,831)
Fair Value, 12 months or longer	191,863	102,584
Unrealized Losses, 12 months or longer	(39,152)	(25,417)
Fair Value	214,516	214,427
Unrealized Losses	(40,483)	(41,248)
Senior asset-backed securities related to Structured Program transactions
Schedule of Securities Available-for-sale [Line Items]
Fair Value, Less than 12 months	94,552
Unrealized Losses, Less than 12 months	(605)
Fair Value, 12 months or longer	0
Unrealized Losses, 12 months or longer	0
Fair Value	94,552
Unrealized Losses	(605)
U.S. agency securities
Schedule of Securities Available-for-sale [Line Items]
Fair Value, Less than 12 months	5,878	50,352
Unrealized Losses, Less than 12 months	(122)	(7,213)
Fair Value, 12 months or longer	73,162	24,042
Unrealized Losses, 12 months or longer	(14,287)	(8,840)
Fair Value	79,040	74,394
Unrealized Losses	(14,409)	(16,053)
Mortgage-backed securities
Schedule of Securities Available-for-sale [Line Items]
Fair Value, Less than 12 months	16,946	2,441
Unrealized Losses, Less than 12 months	(787)	(229)
Fair Value, 12 months or longer	21,197	20,077
Unrealized Losses, 12 months or longer	(4,793)	(4,241)
Fair Value	38,143	22,518
Unrealized Losses	(5,580)	(4,470)
Other asset-backed securities
Schedule of Securities Available-for-sale [Line Items]
Fair Value, Less than 12 months	14,035	4,086
Unrealized Losses, Less than 12 months	(48)	(73)
Fair Value, 12 months or longer	8,479	6,945
Unrealized Losses, 12 months or longer	(717)	(712)
Fair Value	22,514	11,031
Unrealized Losses	(765)	(785)
Other asset-backed securities related to Structured Program transactions
Schedule of Securities Available-for-sale [Line Items]
Fair Value, Less than 12 months	5,703
Unrealized Losses, Less than 12 months	(22)
Fair Value, 12 months or longer	0
Unrealized Losses, 12 months or longer	0
Fair Value	5,703
Unrealized Losses	(22)
Municipal securities
Schedule of Securities Available-for-sale [Line Items]
Fair Value, Less than 12 months	0	0
Unrealized Losses, Less than 12 months	0	0
Fair Value, 12 months or longer	2,510	2,443
Unrealized Losses, 12 months or longer	(757)	(834)
Fair Value	2,510	2,443
Unrealized Losses	$ (757)	$ (834)

XML

Securities Available for Sale - Maturities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Amortized Cost
Amortized cost, due after 1 year through 5 years	$ 165,871
Amortized Cost, due after 5 years through 10 years	43,519
Amortized Cost, due after 10 years	370,314
Amortized Cost	579,704	$ 399,668
Fair Value
Fair value, due after 1 year through 5 years	171,086
Fair Value, due after 5 years through 10 years	41,089
Fair Value, due after 10 years	311,404
Fair Value	$ 523,579	345,702
Weighted-average Yield, due after 1 year through 5 years	5.19%
Weighted-average Yield, due after 5 years through 10 years	4.19%
Weighted- average Yield, due after 10 years	2.69%
Weighted- average Yield	3.52%
Senior asset-backed securities related to Structured Program transactions
Amortized Cost
Amortized cost, due after 1 year through 5 years	$ 144,529
Amortized Cost	144,529
Fair Value
Fair value, due after 1 year through 5 years	143,924
Fair Value	143,924
Other asset-backed securities related to Structured Program transactions
Amortized Cost
Amortized cost, due after 1 year through 5 years	10,550
Amortized Cost	10,550
Fair Value
Fair value, due after 1 year through 5 years	16,980
Fair Value	16,980
U.S. agency securities
Amortized Cost
Amortized cost, due after 1 year through 5 years	9,000
Amortized Cost, due after 5 years through 10 years	18,847
Amortized Cost, due after 10 years	65,602
Amortized Cost	93,449	90,447
Fair Value
Fair value, due after 1 year through 5 years	8,595
Fair Value, due after 5 years through 10 years	17,257
Fair Value, due after 10 years	53,188
Fair Value	79,040	74,394
Other asset-backed securities
Amortized Cost
Amortized Cost, due after 5 years through 10 years	16,491
Amortized Cost, due after 10 years	12,696
Amortized Cost	29,187	14,959
Fair Value
Fair Value, due after 5 years through 10 years	16,471
Fair Value, due after 10 years	11,995
Fair Value	28,466	14,203
U.S. agency residential mortgage-backed securities
Amortized Cost
Amortized cost, due after 1 year through 5 years	4
Amortized Cost, due after 5 years through 10 years	5,512
Amortized Cost, due after 10 years	249,483
Fair Value
Fair value, due after 1 year through 5 years	4
Fair Value, due after 5 years through 10 years	5,127
Fair Value, due after 10 years	209,385
Fair Value	214,516	214,427
Mortgage-backed securities
Amortized Cost
Amortized cost, due after 1 year through 5 years	1,788
Amortized Cost, due after 5 years through 10 years	2,047
Amortized Cost, due after 10 years	39,888
Amortized Cost	43,723	26,988
Fair Value
Fair value, due after 1 year through 5 years	1,583
Fair Value, due after 5 years through 10 years	1,693
Fair Value, due after 10 years	34,867
Fair Value	38,143	22,518
Municipal securities
Amortized Cost
Amortized Cost, due after 5 years through 10 years	622
Amortized Cost, due after 10 years	2,645
Amortized Cost	3,267	3,277
Fair Value
Fair Value, due after 5 years through 10 years	541
Fair Value, due after 10 years	1,969
Fair Value	$ 2,510	$ 2,443

XML

Loans and Leases Held for Investment at Amortized Cost, Net of Allowance for Loan and Lease Losses - Narrative (Detail) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accrued interest	$ 32.2	$ 27.9

XML

Loans and Leases Held for Investment at Amortized Cost, Net of Allowance for Loan and Lease Losses - Schedule of Components of Portfolio Segment by Class of Financing Receivable (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans and leases held for investment	$ 5,533,349		$ 5,033,154
Allowance for loan and lease losses	(355,163)	$ (348,857)	(327,852)	$ (243,260)	$ (187,985)	$ (144,389)
Loans and leases held for investment, net	5,178,186		4,705,302
Loans pledged as collateral under the FRB discount window	$ 4,800,000		$ 283,600
Allowance Ratios	6.40%		6.50%
Assets pledged as collateral
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans and leases held for investment, net	$ 151,200		$ 156,200
Consumer Portfolio Segment
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans and leases held for investment	4,800,958		4,260,608
Allowance for loan and lease losses	(341,161)	(333,546)	(312,489)	(228,184)	(173,857)	(128,812)
Loans and leases held for investment, net	$ 4,459,797		$ 3,948,119
Allowance Ratios	7.10%		7.30%
Consumer Portfolio Segment | Unsecured personal
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans and leases held for investment	$ 4,371,330		$ 3,866,373
Consumer Portfolio Segment | Residential mortgages
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans and leases held for investment	192,256		199,601
Consumer Portfolio Segment | Secured consumer
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans and leases held for investment	237,372		194,634
Commercial Portfolio Segment
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans and leases held for investment	732,391		772,546
Allowance for loan and lease losses	(14,002)	$ (15,311)	(15,363)	$ (15,076)	$ (14,128)	$ (15,577)
Loans and leases held for investment, net	$ 718,389		$ 757,183
Allowance Ratios	1.90%		2.00%
Commercial Portfolio Segment | Equipment finance
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans and leases held for investment	$ 142,073		$ 160,319
Commercial Portfolio Segment | Commercial real estate
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans and leases held for investment	382,738		373,501
Commercial Portfolio Segment | Commercial and industrial
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans and leases held for investment	207,580		238,726
Commercial Portfolio Segment | Commercial and industrial loan, PPP
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans and leases held for investment	$ 17,600		$ 67,000

XML

Loans and Leases Held for Investment at Amortized Cost, Net of Allowance for Loan and Lease Losses - Allowance For Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for loan and lease losses, beginning of period	$ 348,857	$ 187,985	$ 327,852	$ 144,389
Credit loss expense for loans and leases held for investment	66,190	70,053	137,040	122,281
Charge-offs	(64,269)	(15,852)	(116,832)	(24,941)
Recoveries	4,385	1,074	7,103	1,531
Allowance for loan and lease losses, end of period	355,163	243,260	355,163	243,260
Unfunded Loan Commitment
Off-Balance Sheet, Credit Loss, Liability [Roll Forward]
Reserve for unfunded lending commitments, beginning of period	1,612	1,512	1,878	1,231
Credit loss expense for unfunded lending commitments	405	513	139	794
Reserve for unfunded lending commitments, end of period	2,017	2,025	2,017	2,025
Unfunded Loan Commitment, Commitments To Extend Credit
Off-Balance Sheet, Credit Loss, Liability [Roll Forward]
Reserve for unfunded lending commitments, beginning of period			138,000
Reserve for unfunded lending commitments, end of period	108,900	132,600	108,900	132,600
Consumer Portfolio Segment
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for loan and lease losses, beginning of period	333,546	173,857	312,489	128,812
Credit loss expense for loans and leases held for investment	66,874	68,314	137,558	122,032
Charge-offs	(63,345)	(14,707)	(115,557)	(23,724)
Recoveries	4,086	720	6,671	1,064
Allowance for loan and lease losses, end of period	341,161	228,184	341,161	228,184
Consumer Portfolio Segment | Unfunded Loan Commitment
Off-Balance Sheet, Credit Loss, Liability [Roll Forward]
Reserve for unfunded lending commitments, beginning of period	67	0	18	0
Credit loss expense for unfunded lending commitments	(67)	136	(18)	136
Reserve for unfunded lending commitments, end of period	0	136	0	136
Commercial Portfolio Segment
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for loan and lease losses, beginning of period	15,311	14,128	15,363	15,577
Credit loss expense for loans and leases held for investment	(684)	1,739	(518)	249
Charge-offs	(924)	(1,145)	(1,275)	(1,217)
Recoveries	299	354	432	467
Allowance for loan and lease losses, end of period	14,002	15,076	14,002	15,076
Commercial Portfolio Segment | Unfunded Loan Commitment
Off-Balance Sheet, Credit Loss, Liability [Roll Forward]
Reserve for unfunded lending commitments, beginning of period	1,545	1,512	1,860	1,231
Credit loss expense for unfunded lending commitments	472	377	157	658
Reserve for unfunded lending commitments, end of period	$ 2,017	$ 1,889	$ 2,017	$ 1,889

XML

Loans and Leases Held for Investment at Amortized Cost, Net of Allowance for Loan and Lease Losses - Gross Charge-Offs by Origination Year (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Term Loans and Leases by Origination Year
Year 1			$ 1,615
Year 2			64,321
Year 3			50,544
Year 4			0
Year 5			318
Prior			34
Total	$ 64,269	$ 15,852	116,832	$ 24,941
Consumer Portfolio Segment
Term Loans and Leases by Origination Year
Year 1			1,615
Year 2			64,321
Year 3			49,621
Year 4			0
Year 5			0
Prior			0
Total	63,345	14,707	115,557	23,724
Consumer Portfolio Segment | Unsecured personal
Term Loans and Leases by Origination Year
Year 1			1,596
Year 2			63,295
Year 3			49,331
Year 4			0
Year 5			0
Prior			0
Total			114,222
Consumer Portfolio Segment | Residential mortgages
Term Loans and Leases by Origination Year
Year 1			0
Year 2			0
Year 3			0
Year 4			0
Year 5			0
Prior			0
Total			0
Consumer Portfolio Segment | Secured consumer
Term Loans and Leases by Origination Year
Year 1			19
Year 2			1,026
Year 3			290
Year 4			0
Year 5			0
Prior			0
Total			1,335
Commercial Portfolio Segment
Term Loans and Leases by Origination Year
Year 1			0
Year 2			0
Year 3			923
Year 4			0
Year 5			318
Prior			34
Total	$ 924	$ 1,145	1,275	$ 1,217
Commercial Portfolio Segment | Equipment finance
Term Loans and Leases by Origination Year
Year 1			0
Year 2			0
Year 3			0
Year 4			0
Year 5			0
Prior			0
Total			0
Commercial Portfolio Segment | Commercial real estate
Term Loans and Leases by Origination Year
Year 1			0
Year 2			0
Year 3			0
Year 4			0
Year 5			0
Prior			0
Total			0
Commercial Portfolio Segment | Commercial and industrial
Term Loans and Leases by Origination Year
Year 1			0
Year 2			0
Year 3			923
Year 4			0
Year 5			318
Prior			34
Total			$ 1,275

XML

Loans and Leases Held for Investment at Amortized Cost, Net of Allowance for Loan and Lease Losses - Credit Quality Indicators (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Term Loans and Leases by Origination Year
Total	$ 5,533,349	$ 5,033,154
Consumer Portfolio Segment
Term Loans and Leases by Origination Year
Year 1	1,461,296	3,064,021
Year 2	2,459,898	1,102,517
Year 3	790,867	31,465
Year 4	30,442	24,226
Year 5	23,860	4,546
Prior	34,595	33,833
Total	4,800,958	4,260,608
Consumer Portfolio Segment | Unsecured personal
Term Loans and Leases by Origination Year
Year 1	1,380,960	2,861,207
Year 2	2,285,881	1,005,166
Year 3	704,489	0
Year 4	0	0
Year 5	0	0
Prior	0	0
Total	4,371,330	3,866,373
Consumer Portfolio Segment | Residential mortgages
Term Loans and Leases by Origination Year
Year 1	5	49,721
Year 2	49,346	58,353
Year 3	56,510	31,465
Year 4	30,442	21,683
Year 5	21,358	4,546
Prior	34,595	33,833
Total	192,256	199,601
Consumer Portfolio Segment | Secured consumer
Term Loans and Leases by Origination Year
Year 1	80,331	153,093
Year 2	124,671	38,998
Year 3	29,868	0
Year 4	0	2,543
Year 5	2,502	0
Prior	0	0
Total	237,372	194,634
Commercial Portfolio Segment
Term Loans and Leases by Origination Year
Year 1	60,051	220,905
Year 2	229,230	202,382
Year 3	135,315	111,040
Year 4	94,185	91,253
Year 5	83,075	57,687
Prior	130,535	89,279
Total	732,391	772,546
Commercial Portfolio Segment | Equipment finance
Term Loans and Leases by Origination Year
Year 1	3,596	59,227
Year 2	54,003	40,312
Year 3	34,635	25,873
Year 4	20,814	19,544
Year 5	16,631	11,919
Prior	12,394	3,444
Total	142,073	160,319
Commercial Portfolio Segment | Equipment finance | Pass
Term Loans and Leases by Origination Year
Year 1	3,596	59,227
Year 2	38,634	38,218
Year 3	32,754	25,014
Year 4	13,836	15,785
Year 5	13,458	11,880
Prior	12,394	3,444
Total	114,672	153,568
Commercial Portfolio Segment | Equipment finance | Special mention
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	15,369	2,094
Year 3	1,881	0
Year 4	6,295	3,759
Year 5	3,173	0
Prior	0	0
Total	26,718	5,853
Commercial Portfolio Segment | Equipment finance | Substandard
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	0	0
Year 3	0	859
Year 4	683	0
Year 5	0	39
Prior	0	0
Total	683	898
Commercial Portfolio Segment | Equipment finance | Doubtful
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	0	0
Year 3	0	0
Year 4	0	0
Year 5	0	0
Prior	0	0
Total	0	0
Commercial Portfolio Segment | Equipment finance | Loss
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	0	0
Year 3	0	0
Year 4	0	0
Year 5	0	0
Prior	0	0
Total	0	0
Commercial Portfolio Segment | Commercial real estate
Term Loans and Leases by Origination Year
Year 1	32,401	100,602
Year 2	98,217	53,445
Year 3	47,119	55,912
Year 4	52,594	53,737
Year 5	52,491	39,633
Prior	99,916	70,172
Total	382,738	373,501
Commercial Portfolio Segment | Commercial real estate | Pass
Term Loans and Leases by Origination Year
Year 1	32,401	100,602
Year 2	94,456	53,445
Year 3	38,291	47,497
Year 4	44,179	52,834
Year 5	52,001	35,992
Prior	79,403	60,976
Total	340,731	351,346
Commercial Portfolio Segment | Commercial real estate | Special mention
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	0	0
Year 3	0	8,415
Year 4	0	260
Year 5	259	1,237
Prior	9,389	405
Total	9,648	10,317
Commercial Portfolio Segment | Commercial real estate | Substandard
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	3,761	0
Year 3	6,785	0
Year 4	8,415	643
Year 5	231	2,404
Prior	10,577	8,215
Total	29,769	11,262
Commercial Portfolio Segment | Commercial real estate | Doubtful
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	0	0
Year 3	2,043	0
Year 4	0	0
Year 5	0	0
Prior	0	0
Total	2,043	0
Commercial Portfolio Segment | Commercial real estate | Loss
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	0	0
Year 3	0	0
Year 4	0	0
Year 5	0	0
Prior	547	576
Total	547	576
Commercial Portfolio Segment | Commercial and industrial
Term Loans and Leases by Origination Year
Year 1	24,054	61,076
Year 2	77,010	108,625
Year 3	53,561	29,255
Year 4	20,777	17,972
Year 5	13,953	6,135
Prior	18,225	15,663
Total	207,580	238,726
Commercial Portfolio Segment | Commercial and industrial | Pass
Term Loans and Leases by Origination Year
Year 1	24,054	61,076
Year 2	76,240	99,264
Year 3	48,898	24,726
Year 4	19,968	13,866
Year 5	9,959	5,174
Prior	12,337	10,831
Total	191,456	214,937
Commercial Portfolio Segment | Commercial and industrial | Special mention
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	770	0
Year 3	29	0
Year 4	96	483
Year 5	214	163
Prior	558	455
Total	1,667	1,101
Commercial Portfolio Segment | Commercial and industrial | Substandard
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	0	9,361
Year 3	4,634	4,529
Year 4	713	3,623
Year 5	3,780	797
Prior	3,688	2,820
Total	12,815	21,130
Commercial Portfolio Segment | Commercial and industrial | Doubtful
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	0	0
Year 3	0	0
Year 4	0	0
Year 5	0	0
Prior	286	286
Total	286	286
Commercial Portfolio Segment | Commercial and industrial | Loss
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	0	0
Year 3	0	0
Year 4	0	0
Year 5	0	1
Prior	1,356	1,271
Total	1,356	1,272
Current | Consumer Portfolio Segment | Unsecured personal
Term Loans and Leases by Origination Year
Year 1	1,374,603	2,835,460
Year 2	2,240,402	977,224
Year 3	679,211	0
Year 4	0	0
Year 5	0	0
Prior	0	0
Total	4,294,216	3,812,684
Current | Consumer Portfolio Segment | Residential mortgages
Term Loans and Leases by Origination Year
Year 1	5	49,721
Year 2	49,346	58,353
Year 3	56,510	31,465
Year 4	30,442	21,683
Year 5	21,358	4,546
Prior	34,430	33,248
Total	192,091	199,016
Current | Consumer Portfolio Segment | Secured consumer
Term Loans and Leases by Origination Year
Year 1	80,331	151,725
Year 2	124,585	38,076
Year 3	29,849	0
Year 4	0	2,543
Year 5	2,502	0
Prior	0	0
Total	237,267	192,344
Past due | Commercial Portfolio Segment
Term Loans and Leases by Origination Year
Total	15,994	5,776
Past due | Commercial Portfolio Segment | Equipment finance
Term Loans and Leases by Origination Year
Total	1,168	4,031
Past due | Commercial Portfolio Segment | Commercial real estate
Term Loans and Leases by Origination Year
Total	12,676	102
Past due | Commercial Portfolio Segment | Commercial and industrial
Term Loans and Leases by Origination Year
Total	2,150	1,643
30-59 days past due | Consumer Portfolio Segment | Unsecured personal
Term Loans and Leases by Origination Year
Year 1	3,279	11,149
Year 2	17,474	9,867
Year 3	9,013	0
Year 4	0	0
Year 5	0	0
Prior	0	0
Total	29,766	21,016
30-59 days past due | Consumer Portfolio Segment | Residential mortgages
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	0	0
Year 3	0	0
Year 4	0	0
Year 5	0	0
Prior	0	0
Total	0	0
30-59 days past due | Consumer Portfolio Segment | Secured consumer
Term Loans and Leases by Origination Year
Year 1	0	1,017
Year 2	35	703
Year 3	19	0
Year 4	0	0
Year 5	0	0
Prior	0	0
Total	54	1,720
30-59 days past due | Commercial Portfolio Segment
Term Loans and Leases by Origination Year
Total	2,784	3,172
30-59 days past due | Commercial Portfolio Segment | Equipment finance
Term Loans and Leases by Origination Year
Total	485	3,172
30-59 days past due | Commercial Portfolio Segment | Commercial real estate
Term Loans and Leases by Origination Year
Total	2,115	0
30-59 days past due | Commercial Portfolio Segment | Commercial and industrial
Term Loans and Leases by Origination Year
Total	184	0
60-89 days past due | Consumer Portfolio Segment | Unsecured personal
Term Loans and Leases by Origination Year
Year 1	1,865	7,785
Year 2	14,153	8,633
Year 3	7,933	0
Year 4	0	0
Year 5	0	0
Prior	0	0
Total	23,951	16,418
60-89 days past due | Consumer Portfolio Segment | Residential mortgages
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	0	0
Year 3	0	0
Year 4	0	0
Year 5	0	0
Prior	0	254
Total	0	254
60-89 days past due | Consumer Portfolio Segment | Secured consumer
Term Loans and Leases by Origination Year
Year 1	0	235
Year 2	51	147
Year 3	0	0
Year 4	0	0
Year 5	0	0
Prior	0	0
Total	51	382
60-89 days past due | Commercial Portfolio Segment
Term Loans and Leases by Origination Year
Total	358	102
60-89 days past due | Commercial Portfolio Segment | Equipment finance
Term Loans and Leases by Origination Year
Total	0	0
60-89 days past due | Commercial Portfolio Segment | Commercial real estate
Term Loans and Leases by Origination Year
Total	0	102
60-89 days past due | Commercial Portfolio Segment | Commercial and industrial
Term Loans and Leases by Origination Year
Total	358	0
90 or more days past due | Consumer Portfolio Segment | Unsecured personal
Term Loans and Leases by Origination Year
Year 1	1,213	6,813
Year 2	13,852	9,442
Year 3	8,332	0
Year 4	0	0
Year 5	0	0
Prior	0	0
Total	23,397	16,255
90 or more days past due | Consumer Portfolio Segment | Residential mortgages
Term Loans and Leases by Origination Year
Year 1	0	0
Year 2	0	0
Year 3	0	0
Year 4	0	0
Year 5	0	0
Prior	165	331
Total	165	331
90 or more days past due | Consumer Portfolio Segment | Secured consumer
Term Loans and Leases by Origination Year
Year 1	0	116
Year 2	0	72
Year 3	0	0
Year 4	0	0
Year 5	0	0
Prior	0	0
Total	0	188
90 or more days past due | Commercial Portfolio Segment
Term Loans and Leases by Origination Year
Total	12,852	2,502
90 or more days past due | Commercial Portfolio Segment | Equipment finance
Term Loans and Leases by Origination Year
Total	683	859
90 or more days past due | Commercial Portfolio Segment | Commercial real estate
Term Loans and Leases by Origination Year
Total	10,561	0
90 or more days past due | Commercial Portfolio Segment | Commercial and industrial
Term Loans and Leases by Origination Year
Total	$ 1,608	$ 1,643

XML

Loans and Leases Held for Investment at Amortized Cost, Net of Allowance for Loan and Lease Losses - Nonaccrual and Past Due Table (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Financing Receivable, Past Due [Line Items]
Nonaccrual	$ 51,383	$ 34,827
Nonaccrual with no related ACL	$ 11,725	$ 2,617
Nonaccrual Ratios	0.90%	0.70%
Consumer Portfolio Segment
Financing Receivable, Past Due [Line Items]
Nonaccrual	$ 23,719	$ 16,774
Nonaccrual with no related ACL	$ 322	$ 331
Nonaccrual Ratios	0.50%	0.40%
Consumer Portfolio Segment | Unsecured personal
Financing Receivable, Past Due [Line Items]
Nonaccrual	$ 23,397	$ 16,255
Nonaccrual with no related ACL	0	0
Consumer Portfolio Segment | Residential mortgages
Financing Receivable, Past Due [Line Items]
Nonaccrual	322	331
Nonaccrual with no related ACL	322	331
Consumer Portfolio Segment | Secured consumer
Financing Receivable, Past Due [Line Items]
Nonaccrual	0	188
Nonaccrual with no related ACL	0	0
Commercial Portfolio Segment
Financing Receivable, Past Due [Line Items]
Nonaccrual	27,664	18,053
Nonaccrual with no related ACL	$ 11,403	$ 2,286
Nonaccrual Ratios	3.80%	2.30%
Commercial Portfolio Segment | Equipment finance
Financing Receivable, Past Due [Line Items]
Nonaccrual	$ 683	$ 898
Nonaccrual with no related ACL	0	39
Commercial Portfolio Segment | Commercial real estate
Financing Receivable, Past Due [Line Items]
Nonaccrual	19,298	1,018
Nonaccrual with no related ACL	9,360	1,018
Commercial Portfolio Segment | Commercial and industrial
Financing Receivable, Past Due [Line Items]
Nonaccrual	7,683	16,137
Nonaccrual with no related ACL	$ 2,043	$ 1,229

XML

Securitizations and Variable Interest Entities - Summary of Select Information Related to VIEs (Details) - USD ($) $ in Thousands		Jun. 30, 2023	Dec. 31, 2022
Assets:
Restricted cash	[1]	$ 34,792	$ 67,454
Total securities available for sale		523,579	345,702
Loans held for investment at fair value		5,178,186	4,705,302
Retail and certificate loans held for investment at fair value	[1]	26,837	55,425
Other assets	[1]	493,383	500,306
Total assets		8,342,506	7,979,747
Liabilities:
Borrowings	[1]	15,675	74,858
Retail Notes And Certificates At Fair Value		26,837	55,425
Other liabilities	[1]	250,936	292,617
Total liabilities		7,136,983	6,815,453
Total
Assets:
Restricted cash		4,330	8,048
Total securities available for sale		160,905	17,717
Loans held for investment at fair value		1,753	3,994
Retail and certificate loans held for investment at fair value		932	1,946
Other assets		11,718	10,670
Total assets		179,638	42,375
Liabilities:
Borrowings		4,460	8,085
Retail Notes And Certificates At Fair Value		932	1,946
Other liabilities		9	29
Total liabilities		5,401	10,060
Total net assets (maximum loss exposure)		174,237	32,315
Consolidated
Assets:
Restricted cash		4,330	8,048
Total securities available for sale		0	0
Loans held for investment at fair value		1,753	3,994
Retail and certificate loans held for investment at fair value		932	1,946
Other assets		23	206
Total assets		7,038	14,194
Liabilities:
Borrowings		4,460	8,085
Retail Notes And Certificates At Fair Value		932	1,946
Other liabilities		9	29
Total liabilities		5,401	10,060
Total net assets (maximum loss exposure)		1,637	4,134
Unconsolidated
Assets:
Restricted cash		0	0
Total securities available for sale		160,905	17,717
Loans held for investment at fair value		0	0
Retail and certificate loans held for investment at fair value		0	0
Other assets		11,695	10,464
Total assets		172,600	28,181
Liabilities:
Borrowings		0	0
Retail Notes And Certificates At Fair Value		0	0
Other liabilities		0	0
Total liabilities		0	0
Total net assets (maximum loss exposure)		$ 172,600	$ 28,181

[1] Includes amounts in consolidated variable interest entities (VIEs). See “Notes to Condensed Consolidated Financial Statements – Note 6. Securitizations and Variable Interest Entities.”

XML

Securitizations and Variable Interest Entities - Summary of Activity Related to Unconsolidated VIEs (Details) - Unconsolidated - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair value of consideration received:
Cash	$ 18,051	$ 0	$ 18,051	$ 5,320
Asset-backed securities retained	153,229	0	153,229	2,180
Other assets (liabilities)	2,299	0	2,299	(3,794)
Total consideration	173,579	0	173,579	3,706
Deconsolidation of debt	0	0	0	36,072
Fair value of loans sold	(171,559)	0	(171,559)	(39,519)
Gain on sales of loans	2,020	0	2,020	259
Cash proceeds from continuing involvement:
Servicing and other administrative fees	862	2,407	1,876	5,512
Interest received on asset-backed securities retained	$ 2,406	$ 2,384	$ 3,594	$ 5,079

XML

Securitizations and Variable Interest Entities - Narrative (Details) - Off-balance Sheet Loans - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Variable Interest Entity [Line Items]
Principal derecognized from loans securitized or sold	$ 400.5	$ 433.5
Off-balance sheet loans, principal amount outstanding, 31 days or more past due	$ 7.9	$ 14.8

XML

Fair Value of Assets and Liabilities - Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands		Jun. 30, 2023	Dec. 31, 2022
Assets:
Loans held for sale at fair value		$ 250,361	$ 110,400
Loans held for investment at fair value	[1]	404,119	925,938
Retail and certificate loans held for investment at fair value	[1]	26,837	55,425
Securities available for sale:
Total securities available for sale		523,579	345,702
Servicing assets		85,387	84,308
Other assets		4,726	5,099
Total assets		1,295,009	1,526,872
Liabilities:
Borrowings		4,460	8,085
Retail notes, certificates and secured borrowings		26,837	55,425
Other liabilities		7,296	8,583
Total liabilities		38,593	72,093
U.S. agency residential mortgage-backed securities
Securities available for sale:
Total securities available for sale		214,516	214,427
Senior asset-backed securities related to Structured Program transactions
Securities available for sale:
Total securities available for sale		143,924
U.S. agency securities
Securities available for sale:
Total securities available for sale		79,040	74,394
Mortgage-backed securities
Securities available for sale:
Total securities available for sale		38,143	22,518
Other asset-backed securities
Securities available for sale:
Total securities available for sale		28,466	14,203
Other asset-backed securities related to Structured Program transactions
Securities available for sale:
Total securities available for sale		16,980
Asset-backed securities related to Structured Program transactions
Securities available for sale:
Total securities available for sale			17,717
Municipal securities
Securities available for sale:
Total securities available for sale		2,510	2,443
Level 1 Inputs
Assets:
Loans held for sale at fair value		0	0
Loans held for investment at fair value		0	0
Retail and certificate loans held for investment at fair value		0	0
Securities available for sale:
Total securities available for sale		0	0
Servicing assets		0	0
Other assets		0	0
Total assets		0	0
Liabilities:
Borrowings		0	0
Retail notes, certificates and secured borrowings		0	0
Other liabilities		0	0
Total liabilities		0	0
Level 1 Inputs | U.S. agency residential mortgage-backed securities
Securities available for sale:
Total securities available for sale		0	0
Level 1 Inputs | Senior asset-backed securities related to Structured Program transactions
Securities available for sale:
Total securities available for sale		0
Level 1 Inputs | U.S. agency securities
Securities available for sale:
Total securities available for sale		0	0
Level 1 Inputs | Mortgage-backed securities
Securities available for sale:
Total securities available for sale		0	0
Level 1 Inputs | Other asset-backed securities
Securities available for sale:
Total securities available for sale		0	0
Level 1 Inputs | Other asset-backed securities related to Structured Program transactions
Securities available for sale:
Total securities available for sale		0
Level 1 Inputs | Asset-backed securities related to Structured Program transactions
Securities available for sale:
Total securities available for sale			0
Level 1 Inputs | Municipal securities
Securities available for sale:
Total securities available for sale		0	0
Level 2 Inputs
Assets:
Loans held for sale at fair value		0	0
Loans held for investment at fair value		0	0
Retail and certificate loans held for investment at fair value		0	0
Securities available for sale:
Total securities available for sale		363,814	333,233
Servicing assets		0	0
Other assets		4,726	0
Total assets		368,540	333,233
Liabilities:
Borrowings		0	0
Retail notes, certificates and secured borrowings		0	0
Other liabilities		4,726	0
Total liabilities		4,726	0
Level 2 Inputs | U.S. agency residential mortgage-backed securities
Securities available for sale:
Total securities available for sale		214,516	214,427
Level 2 Inputs | Senior asset-backed securities related to Structured Program transactions
Securities available for sale:
Total securities available for sale		1,139
Level 2 Inputs | U.S. agency securities
Securities available for sale:
Total securities available for sale		79,040	74,394
Level 2 Inputs | Mortgage-backed securities
Securities available for sale:
Total securities available for sale		38,143	22,518
Level 2 Inputs | Other asset-backed securities
Securities available for sale:
Total securities available for sale		28,466	14,203
Level 2 Inputs | Other asset-backed securities related to Structured Program transactions
Securities available for sale:
Total securities available for sale		0
Level 2 Inputs | Asset-backed securities related to Structured Program transactions
Securities available for sale:
Total securities available for sale			5,248
Level 2 Inputs | Municipal securities
Securities available for sale:
Total securities available for sale		2,510	2,443
Level 3 Inputs
Assets:
Loans held for sale at fair value		250,361	110,400
Loans held for investment at fair value		404,119	925,938
Retail and certificate loans held for investment at fair value		26,837	55,425
Securities available for sale:
Total securities available for sale		159,765	12,469
Servicing assets		85,387	84,308
Other assets		0	5,099
Total assets		926,469	1,193,639
Liabilities:
Borrowings		4,460	8,085
Retail notes, certificates and secured borrowings		26,837	55,425
Other liabilities		2,570	8,583
Total liabilities		33,867	72,093
Level 3 Inputs | U.S. agency residential mortgage-backed securities
Securities available for sale:
Total securities available for sale		0	0
Level 3 Inputs | Senior asset-backed securities related to Structured Program transactions
Securities available for sale:
Total securities available for sale		142,785
Level 3 Inputs | U.S. agency securities
Securities available for sale:
Total securities available for sale		0	0
Level 3 Inputs | Mortgage-backed securities
Securities available for sale:
Total securities available for sale		0	0
Level 3 Inputs | Other asset-backed securities
Securities available for sale:
Total securities available for sale		0	0
Level 3 Inputs | Other asset-backed securities related to Structured Program transactions
Securities available for sale:
Total securities available for sale		16,980
Level 3 Inputs | Asset-backed securities related to Structured Program transactions
Securities available for sale:
Total securities available for sale			12,469
Level 3 Inputs | Municipal securities
Securities available for sale:
Total securities available for sale		$ 0	$ 0

[1] Includes amounts in consolidated variable interest entities (VIEs). See “Notes to Condensed Consolidated Financial Statements – Note 6. Securitizations and Variable Interest Entities.”

XML

Fair Value of Assets and Liabilities - Fair Value Reconciliation (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Senior asset-backed securities related to Structured Program transactions
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning	$ 0		$ 0
Originations and purchases, and additions	144,680		144,680
Principal payments and cash received	(1,290)		(1,290)
Interest income accretion and fair value adjustments recorded in earnings, and change in unrealized gain (loss)	(605)		(605)
Ending	142,785		142,785
Other asset-backed securities related to Structured Program transactions
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning	10,397		12,469
Originations and purchases, and additions	8,667		8,780
Principal payments and cash received	(2,084)		(4,269)
Ending	16,980		16,980
Loans Held For Sale
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning	44,647	$ 156,730	110,400	$ 142,370
Originations and purchases, and additions	1,272,118	2,728,499	2,477,147	4,999,424
Sales	(1,238,252)	(2,811,843)	(2,485,498)	(5,069,544)
Principal payments and cash received	(5,135)	(8,524)	(11,600)	(21,860)
Transfers	191,807	(11,888)	191,807	(11,888)
Interest income accretion and fair value adjustments recorded in earnings, and change in unrealized gain (loss)	(14,824)	9,837	(31,895)	24,309
Ending	250,361	62,811	250,361	62,811
Loans Held for Investment
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning	748,618	15,384	925,938	21,240
Originations and purchases, and additions	0	0	4,037	14
Principal payments and cash received	(156,287)	(5,724)	(342,738)	(11,747)
Transfers	(191,634)	11,966	(191,634)	11,966
Interest income accretion and fair value adjustments recorded in earnings, and change in unrealized gain (loss)	3,422	(1,043)	8,516	(890)
Ending	$ 404,119	$ 20,583	$ 404,119	$ 20,583

XML

Fair Value of Assets and Liabilities - Narrative (Details) $ in Thousands	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total securities available for sale	$ 523,579	$ 345,702
Level 3 Inputs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total securities available for sale	$ 159,765	$ 12,469
Discount rates | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input, debt securities available-for-sale	0.074
Discount rates | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input, debt securities available-for-sale	0.074
Discount rates | Weighted- Average
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input, debt securities available-for-sale	0.074
Senior asset-backed securities related to Structured Program transactions
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total securities available for sale	$ 143,924
Effect of 100 basis point increase in discount rate	(2,000)
Effect of 200 basis point increase in discount rate	(3,900)
Senior asset-backed securities related to Structured Program transactions | Level 3 Inputs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total securities available for sale	$ 142,785
Senior asset-backed securities related to Structured Program transactions | Weighted- Average
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Expected weighted-average life (in years)	1 year 6 months

XML

Fair Value of Assets and Liabilities - Quantitative Information about Significant Unobservable Inputs Used for Fair Value Measurements (Detail)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Level 3 Inputs | Minimum | Servicing Assets
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Total market servicing rates (percent per annum on outstanding principal balance)	0.62%	0.62%
Level 3 Inputs | Maximum | Servicing Assets
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Total market servicing rates (percent per annum on outstanding principal balance)	0.62%	0.62%
Level 3 Inputs | Weighted- Average | Servicing Assets
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Total market servicing rates (percent per annum on outstanding principal balance)	0.62%	0.62%
Discount rates | Minimum
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, debt securities available-for-sale	0.074
Discount rates | Minimum | Other asset-backed securities related to Structured Program transactions
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, debt securities available-for-sale	0.055
Discount rates | Maximum
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, debt securities available-for-sale	0.074
Discount rates | Maximum | Other asset-backed securities related to Structured Program transactions
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, debt securities available-for-sale	0.066
Discount rates | Weighted- Average
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, debt securities available-for-sale	0.074
Discount rates | Weighted- Average | Other asset-backed securities related to Structured Program transactions
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, debt securities available-for-sale	0.058
Discount rates | Level 3 Inputs | Minimum | Loans Held for Investment
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	8.60%	8.80%
Discount rates | Level 3 Inputs | Minimum | Servicing Assets
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	7.50%	7.50%
Discount rates | Level 3 Inputs | Maximum | Loans Held for Investment
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	16.70%	17.10%
Discount rates | Level 3 Inputs | Maximum | Servicing Assets
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	16.40%	16.40%
Discount rates | Level 3 Inputs | Weighted- Average | Loans Held for Investment
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	12.70%	12.70%
Discount rates | Level 3 Inputs | Weighted- Average | Servicing Assets
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	9.90%	10.10%
Net cumulative expected loss rates | Minimum | Other asset-backed securities related to Structured Program transactions
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, debt securities available-for-sale	0.072
Net cumulative expected loss rates | Maximum | Other asset-backed securities related to Structured Program transactions
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, debt securities available-for-sale	0.091
Net cumulative expected loss rates | Weighted- Average | Other asset-backed securities related to Structured Program transactions
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, debt securities available-for-sale	0.083
Net cumulative expected loss rates | Level 3 Inputs | Minimum | Loans Held for Investment
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	2.20%	2.10%
Net cumulative expected loss rates | Level 3 Inputs | Minimum | Servicing Assets
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	2.00%	2.10%
Net cumulative expected loss rates | Level 3 Inputs | Maximum | Loans Held for Investment
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	10.20%	9.80%
Net cumulative expected loss rates | Level 3 Inputs | Maximum | Servicing Assets
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	36.40%	36.70%
Net cumulative expected loss rates | Level 3 Inputs | Weighted- Average | Loans Held for Investment
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	6.30%	5.70%
Net cumulative expected loss rates | Level 3 Inputs | Weighted- Average | Servicing Assets
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	15.40%	15.60%
Cumulative expected prepayment rates | Minimum | Other asset-backed securities related to Structured Program transactions
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, debt securities available-for-sale	0.330
Cumulative expected prepayment rates | Maximum | Other asset-backed securities related to Structured Program transactions
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, debt securities available-for-sale	0.340
Cumulative expected prepayment rates | Weighted- Average | Other asset-backed securities related to Structured Program transactions
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, debt securities available-for-sale	0.334
Cumulative expected prepayment rates | Level 3 Inputs | Minimum | Loans Held for Investment
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	22.00%	26.20%
Cumulative expected prepayment rates | Level 3 Inputs | Minimum | Servicing Assets
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	17.00%	15.80%
Cumulative expected prepayment rates | Level 3 Inputs | Maximum | Loans Held for Investment
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	30.70%	35.30%
Cumulative expected prepayment rates | Level 3 Inputs | Maximum | Servicing Assets
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	47.70%	47.20%
Cumulative expected prepayment rates | Level 3 Inputs | Weighted- Average | Loans Held for Investment
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	27.30%	30.80%
Cumulative expected prepayment rates | Level 3 Inputs | Weighted- Average | Servicing Assets
Fair Value Inputs Assets And Liabilities Quantitative Information [Line Items]
Measurement input, percent	32.90%	35.90%

XML

Fair Value of Assets and Liabilities - Sensitivity Analysis of Loans Held for Investment (Details) - USD ($) $ in Thousands		6 Months Ended	12 Months Ended
		Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans held for investment at fair value	[1]	$ 404,119	$ 925,938
Loans Held for Investment | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Discount rates, impact of 100 basis point increase		(3,057)	(7,471)
Discount rates, impact of 200 basis point increase		(6,071)	(14,830)
Expected credit loss rates on underlying loans, impact of 10% increase		(2,454)	(5,574)
Expected credit loss rates on underlying loans, impact of 20% increase		(5,006)	(11,307)
Expected prepayment rates, impact of 10% increase		(2,146)	(4,311)
Expected prepayment rates, impact of 20% increase		$ (4,157)	$ (7,480)
Loans Held for Investment | Fair Value, Measurements, Recurring | Measurement Input, Expected Term
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Expected weighted-average life (in years)		1 year	10 months 24 days

[1] Includes amounts in consolidated variable interest entities (VIEs). See “Notes to Condensed Consolidated Financial Statements – Note 6. Securitizations and Variable Interest Entities.”

XML

Fair Value of Assets and Liabilities - Additional Information about Servicing Assets and Liabilities Measured Using Different Market Servicing Rates and Different Prepayment (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in rate	0.10%	0.10%
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Weighted-average market servicing rate assumptions, servicing assets	0.62%	0.62%
Servicing rate increase by .1%	$ (9,923)	$ (10,505)
Servicing rate decrease by .1%	$ 9,923	$ 10,505

XML

Fair Value of Assets and Liabilities - Fair Value of Servicing Assets to Adverse Changes in Key Assumptions (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Servicing assets	$ 85,387		$ 84,308
Level 3 Inputs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Servicing assets	85,387		84,308
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Servicing assets	85,387	$ 89,241	84,308	$ 79,427	$ 72,112	$ 67,726
Fair Value, Measurements, Recurring | Level 3 Inputs | Servicing Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Servicing assets	85,387		84,308
Discount rates, impact of 100 basis point increase	(726)		(726)
Discount rates, impact of 200 basis point increase	(1,453)		(1,451)
Expected credit loss on rates on underlying loans, 10% adverse change	(1,069)		(1,037)
Expected credit loss on rates on underlying loans, 20% adverse change	(2,137)		(2,074)
Expected prepayment rates, 10% adverse change	(1,790)		(1,994)
Expected prepayment rates, 20% adverse change	$ (3,581)		$ (3,989)

XML

Fair Value of Assets and Liabilities - Additional Information about Servicing Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Servicing Assets, Changes in fair value due to:
Fair value at beginning of period			$ 84,308
Fair value at end of period	$ 85,387		85,387
Fair Value, Measurements, Recurring
Servicing Assets, Changes in fair value due to:
Fair value at beginning of period	89,241	$ 72,112	84,308	$ 67,726
Issuances	13,576	29,090	27,701	51,455
Change in fair value, included in Marketplace revenue	(17,074)	(21,034)	(29,650)	(38,013)
Other net changes	(356)	(741)	3,028	(1,741)
Fair value at end of period	$ 85,387	$ 79,427	$ 85,387	$ 79,427

XML

Fair Value of Assets and Liabilities - Sensitivity Analysis of Debt Securities Available-for-Sale (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Sensitivity Analysis of Debt Securities Available-for-Sale [Line Items]
Total securities available for sale	$ 523,579	$ 345,702
Other asset-backed securities related to Structured Program transactions
Sensitivity Analysis of Debt Securities Available-for-Sale [Line Items]
Total securities available for sale	16,980
Discount rates
100 basis point increase	(193)
200 basis point increase	(388)
Expected loss rates
10% increase	(390)
20% increase	(798)
Expected prepayment rates
10% increase	(216)
20% increase	$ (496)
Other asset-backed securities related to Structured Program transactions | Weighted- Average
Sensitivity Analysis of Debt Securities Available-for-Sale [Line Items]
Expected weighted-average life (in years)	1 year 7 months 6 days

XML

Fair Value of Assets and Liabilities - Not Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Assets:
Other assets	$ 4,726	$ 5,099
Total assets	1,295,009	1,526,872
Liabilities:
Borrowings	4,460	8,085
Other liabilities	7,296	8,583
Total liabilities	38,593	72,093
Level 1 Inputs
Assets:
Other assets	0	0
Total assets	0	0
Liabilities:
Borrowings	0	0
Other liabilities	0	0
Total liabilities	0	0
Level 2 Inputs
Assets:
Other assets	4,726	0
Total assets	368,540	333,233
Liabilities:
Borrowings	0	0
Other liabilities	4,726	0
Total liabilities	4,726	0
Level 3 Inputs
Assets:
Other assets	0	5,099
Total assets	926,469	1,193,639
Liabilities:
Borrowings	4,460	8,085
Other liabilities	2,570	8,583
Total liabilities	33,867	72,093
Carrying Amount
Assets:
Loans and leases held for investment, net	5,178,186	4,705,302
Other assets	37,375	36,646
Total assets	5,215,561	4,741,948
Liabilities:
Deposits	829,798	860,808
Borrowings	11,215	66,773
Other liabilities	59,342	62,247
Total liabilities	900,355	989,828
Balance at Fair Value
Assets:
Loans and leases held for investment, net	5,408,746	4,941,825
Other assets	37,752	36,697
Total assets	5,446,498	4,978,522
Liabilities:
Deposits	826,478	860,808
Borrowings	11,215	66,773
Other liabilities	59,342	62,247
Total liabilities	897,035	989,828
Balance at Fair Value | Level 1 Inputs
Assets:
Loans and leases held for investment, net	0	0
Other assets	0	0
Total assets	0	0
Liabilities:
Deposits	0	0
Borrowings	0	0
Other liabilities	0	0
Total liabilities	0	0
Balance at Fair Value | Level 2 Inputs
Assets:
Loans and leases held for investment, net	0	0
Other assets	36,393	35,300
Total assets	36,393	35,300
Liabilities:
Deposits	0	0
Borrowings	561	2,619
Other liabilities	28,260	30,311
Total liabilities	28,821	32,930
Balance at Fair Value | Level 3 Inputs
Assets:
Loans and leases held for investment, net	5,408,746	4,941,825
Other assets	1,359	1,397
Total assets	5,410,105	4,943,222
Liabilities:
Deposits	826,478	860,808
Borrowings	10,654	64,154
Other liabilities	31,082	31,936
Total liabilities	$ 868,214	$ 956,898

XML

Property, Equipment and Software, Net - Summary of Property, Equipment and Software (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Software	$ 188,817	$ 174,360
Leasehold improvements	31,214	31,214
Computer equipment	24,234	27,410
Furniture and fixtures	6,088	6,088
Total property, equipment and software	250,353	239,072
Accumulated depreciation and amortization	(98,745)	(102,599)
Total property, equipment and software, net	151,608	136,473
Internal-use software
Property, Plant and Equipment [Line Items]
Software	66,500	43,700
Purchased software
Property, Plant and Equipment [Line Items]
Software	$ 4,100	$ 3,000

XML

Property, Equipment and Software, Net - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense			$ 23,992	$ 21,596
Property, Equipment and Software
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 10,600	$ 9,300	$ 21,800	$ 18,800

XML

Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 75,717,000		$ 75,717,000		$ 75,717,000
Goodwill impairment	0	$ 0	0	$ 0
Amortization expense	1,000,000	1,200,000	2,200,000	2,500,000
Impairment of intangible assets	$ 0	$ 0	$ 0	$ 0
Customer Relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible assets, amortized period	10 years		10 years
Customer Relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible assets, amortized period	14 years		14 years

XML

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Net carrying value	$ 14,167
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross carrying value	54,500	$ 54,500
Accumulated amortization	(40,333)	(38,166)
Net carrying value	$ 14,167	$ 16,334

XML

Goodwill and Intangible Assets - Schedule of Expected Future Amortization Expense for Intangible Assets (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 2,031
2024	3,549
2025	2,901
2026	2,252
2027	1,603
Thereafter	1,831
Net carrying value	$ 14,167

XML

Other Assets (Detail) - USD ($) $ in Thousands		Jun. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Deferred tax assets, net		$ 169,317	$ 173,687
Servicing assets		86,369	85,654
Operating lease assets		55,436	63,872
Nonmarketable equity investments		45,825	38,320
Intangible assets, net		14,167	16,334
Other		122,269	122,439
Total other assets	[1]	493,383	500,306
Principal balance of underlying loan servicing rights		$ 10,400,000	$ 11,000,000

[1] Includes amounts in consolidated variable interest entities (VIEs). See “Notes to Condensed Consolidated Financial Statements – Note 6. Securitizations and Variable Interest Entities.”

XML

Deposits - Summary of Deposits (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Interest-bearing deposits:
Savings and money market accounts	$ 4,638,377	$ 3,616,657
Checking accounts	1,185,574	1,681,095
Certificates of deposit	829,798	860,808
Total	6,653,749	6,158,560
Noninterest-bearing	189,786	233,993
Total deposits	$ 6,843,535	$ 6,392,553

XML

Deposits - Maturity Schedule (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
2023	$ 460,024
2024	347,992
2025	10,528
2026	1,139
2027	9,217
Thereafter	898
Total certificates of deposit	$ 829,798	$ 860,808

XML

Deposits - Certificates of Deposit exceeding FDIC limit (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Other Liabilities Disclosure [Abstract]
Three months or less	$ 2,351
Over 3 months through 6 months	4,658
Over 6 months through 12 months	3,536
Over 12 months	3,913
Total	$ 14,458

XML

Borrowings - Short-term Borrowings (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Federal Reserve Bank Borrowings
Short-Term Debt [Line Items]
Pledged collateral	$ 5,300.0	$ 5,300.0
Federal Home Loan Bank Advances
Short-Term Debt [Line Items]
Pledged collateral	754.0	754.0
Repurchase Agreements
Short-Term Debt [Line Items]
Short-term debt	0.6	2.6
Federal Reserve Bank Borrowings
Short-Term Debt [Line Items]
Available borrowing capacity	4,100.0	4,100.0
Federal Home Loan Bank Advances
Short-Term Debt [Line Items]
Available borrowing capacity	$ 605.5	$ 605.5

XML

Borrowings - Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Consolidated | Payables to Securitization Holders
Debt Instrument [Line Items]
Restricted cash	$ 4,200	$ 5,700
PPPLF
Debt Instrument [Line Items]
Interest rate	0.35%
Outstanding borrowings	$ 10,654	64,154
Retail notes, certificates and secured borrowings
Debt Instrument [Line Items]
Outstanding borrowings	26,837	55,425
Payable on Structured Program borrowings
Debt Instrument [Line Items]
Outstanding borrowings	4,460	8,085
PPPLF
Debt Instrument [Line Items]
Pledged collateral	17,640	66,971
Payable on Structured Program borrowings
Debt Instrument [Line Items]
Pledged collateral	5,972	9,708
Other long-term debt | Consolidated | Loans Held for Investment and Loans Held for Sale | Payables to Securitization Holders | Loans Related to Consolidation of Securitization Trust
Debt Instrument [Line Items]
Pledged collateral	$ 1,800	$ 4,000

XML

Other Liabilities (Detail) - USD ($) $ in Thousands		Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Operating lease liabilities		$ 68,095	$ 77,291
Accounts payable and accrued expenses		60,815	98,173
Payable to investors		28,260	30,311
Other		93,766	86,842
Total other liabilities	[1]	$ 250,936	$ 292,617

[1] Includes amounts in consolidated variable interest entities (VIEs). See “Notes to Condensed Consolidated Financial Statements – Note 6. Securitizations and Variable Interest Entities.”

XML

Employee Incentive Plans - Schedule of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock options
Stock-based compensation expense, gross	$ 18,145	$ 19,824	$ 32,437	$ 37,207
Less: Capitalized stock-based compensation expense	2,317	2,051	4,721	3,740
Stock-based compensation expense	15,828	17,773	27,716	33,467
RSUs and PBRSUs
Stock options
Stock-based compensation expense, gross	18,145	19,804	32,437	37,167
Stock options
Stock options
Stock-based compensation expense, gross	$ 0	$ 20	$ 0	$ 40

XML

Employee Incentive Plans - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock options
Stock-based compensation expense, capitalized amount	$ 2,317	$ 2,051	$ 4,721	$ 3,740
RSUs
Stock options
Granted (shares)			6,299,789
Equity instruments other than options, aggregate fair value			$ 48,600
Unrecognized compensation cost related to unvested awards	98,800		$ 98,800
Unrecognized compensation cost, period for recognition			2 years
PBRSUs
Stock options
Granted (shares)			807,499
Equity instruments other than options, aggregate fair value			$ 5,800
Unrecognized compensation cost related to unvested awards	$ 9,400		$ 9,400
Unrecognized compensation cost, period for recognition			1 year 9 months 18 days
Performance period			3 years

XML

Employee Incentive Plans - RSU and PBRSU Activity and Weighted Average Grant Date Fair Value table (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
RSUs
Number of Units
Unvested, beginning (shares) | shares	8,672,626
Granted (shares) | shares	6,299,789
Vested (shares) | shares	(2,761,401)
Forfeited/expired (shares) | shares	(1,480,127)
Unvested, ending (shares) | shares	10,730,887
Weighted- Average Grant Date Fair Value
Unvested, beginning ($ per share) | $ / shares	$ 12.94
Granted ($ per share) | $ / shares	7.71
Vested ($ per share) | $ / shares	11.96
Forfeited/expired ($ per share) | $ / shares	12.72
Unvested, ending ($ per share) | $ / shares	$ 10.15
PBRSUs
Number of Units
Unvested, beginning (shares) | shares	1,754,898
Granted (shares) | shares	807,499
Vested (shares) | shares	(870,766)
Forfeited/expired (shares) | shares	(104,084)
Unvested, ending (shares) | shares	1,587,547
Weighted- Average Grant Date Fair Value
Unvested, beginning ($ per share) | $ / shares	$ 11.19
Granted ($ per share) | $ / shares	7.15
Vested ($ per share) | $ / shares	4.22
Forfeited/expired ($ per share) | $ / shares	11.77
Unvested, ending ($ per share) | $ / shares	$ 12.63

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Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income tax benefit (expense)	$ (4,686)	$ 131,954	$ (8,822)	$ 126,966
Effective tax rate	31.70%		27.10%
Benefit for release of valuation allowance		135,300		135,300
State income tax expense		$ 3,300		$ 3,300

XML

Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Deferred tax assets, net of liabilities	$ 216,929	$ 221,408
Valuation allowance	(47,612)	(47,721)
Deferred tax assets, net of valuation allowance	$ 169,317	$ 173,687

XML

Leases - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lessee, Lease, Description [Line Items]
Sales-type lease, interest income	$ 2.3	$ 2.5	$ 5.2	$ 5.1
Lease renewal term	15 years		15 years
Security deposit	$ 0.4		$ 0.4
Letters of credit outstanding, amount	$ 1.1		$ 1.1
Minimum
Lessee, Lease, Description [Line Items]
Lease term	1 year		1 year
Maximum
Lessee, Lease, Description [Line Items]
Lease term	8 years		8 years

XML

Leases - Components of Equipment Finance Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Lease receivables	$ 120,046	$ 137,969
Unguaranteed residual asset values	35,105	39,262
Unearned income	(13,816)	(17,786)
Deferred fees	738	874
Total	$ 142,073	$ 160,319

XML

Leases - Future Minimum Lease Payments Receivable (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Leases [Abstract]
2023	$ 24,987
2024	40,333
2025	29,078
2026	17,503
2027	7,881
Thereafter	5,539
Total lease payments	125,321
Discount effect	(5,275)
Present value of future minimum lease payments	$ 120,046

XML

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease assets, balance sheet classification	Other assets	Other assets
Operating lease assets	$ 55,436	$ 63,872
Operating lease liabilities, balance sheet classification	Other liabilities	Other liabilities
Operating lease liabilities	$ 68,095	$ 77,291

XML

Leases - Net Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lessee, Lease, Description [Line Items]
Net lease costs	$ (3,334)	$ (3,056)	$ (6,262)	$ (5,999)
Occupancy
Lessee, Lease, Description [Line Items]
Operating lease costs	(3,334)	(4,366)	(6,262)	(8,846)
Other non-interest income
Lessee, Lease, Description [Line Items]
Sublease revenue	$ 0	$ 1,310	$ 0	$ 2,847

XML

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Leased assets obtained or adjusted in exchange for new, amended, and modified operating lease liabilities	$ 0	$ 0	$ (4,664)	$ 0

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Leases - Future Operating Lease Payments and Sublease Revenue (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Operating Lease Payments
2023	$ 6,434
2024	12,798
2025	13,129
2026	11,710
2027	10,987
Thereafter	27,238
Total lease payments	82,296
Discount effect	(14,201)
Present value of future minimum lease payments	$ 68,095	$ 77,291

XML

Leases - Weighted-average Lease Term and Discount Rate (Details)	Jun. 30, 2023
Leases [Abstract]
Weighted-average remaining lease term (in years)	6 years 8 months 12 days
Weighted-average discount rate	5.39%

XML

Commitments and Contingencies (Detail) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Unfunded Loan Commitment, Commitments To Extend Credit
Loss Contingencies [Line Items]
Unfunded loan commitments	$ 108.9	$ 138.0	$ 132.6

XML

Regulatory Requirements - Narrative (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2021
Regulated Operations [Abstract]
Common equity tier one risk-based capital ratio, internal minimum	11.00%
Tier one risk-based capital ratio, internal minimum	11.00%
Total risk-based capital ratio, internal minimum	13.00%
Tier one leverage ratio, internal minimum	11.00%
Capital benefit used in the computation of common equity tier one capital		$ 35

XML

Regulatory Requirements - Summary of Regulatory Capital and Ratios (Details) $ in Millions	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
LendingClub
Amount
CET1 capital	$ 1,053.5	$ 1,005.8
Tier 1 capital	1,053.5	1,005.8
Total capital	1,138.3	1,088.1
Tier 1 leverage	1,053.5	1,005.8
Risk-weighted assets	6,526.5	6,360.7
Quarterly adjusted average assets	$ 8,522.6	$ 7,119.0
Ratio
CET1 capital	0.161	0.158
Tier 1 capital	0.161	0.158
Total capital	0.174	0.171
Tier 1 leverage	0.124	0.141
Minimum to be Well Capitalized, Ratio [Abstract]
CET1 capital	0.070
Tier 1 capital	0.085
Total capital	0.105
Tier 1 leverage	0.040
LendingClub Bank
Amount
CET1 capital	$ 939.3	$ 852.2
Tier 1 capital	939.3	852.2
Total capital	1,022.6	932.4
Tier 1 leverage	939.3	852.2
Risk-weighted assets	6,406.5	6,194.0
Quarterly adjusted average assets	$ 8,300.0	$ 6,795.2
Ratio
CET1 capital	0.147	0.138
Tier 1 capital	0.147	0.138
Total capital	0.160	0.151
Tier 1 leverage	0.113	0.125
Minimum to be Well Capitalized, Ratio [Abstract]
CET1 capital	0.070
Tier 1 capital	0.085
Total capital	0.105
Tier 1 leverage	0.040

XML

Other Non-interest Income and Non-interest Expense - Summary of Other Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Income and Expenses [Abstract]
Referral revenue	$ 1,531	$ 4,025	$ 2,979	$ 7,716
Realized gains on sales of securities available for sale	0	0	0	36
Other	1,504	3,423	3,412	9,587
Other non-interest income	$ 3,035	$ 7,448	$ 6,391	$ 17,339

XML

Other Non-interest Income and Non-interest Expense - Summary of Other Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Income and Expenses [Abstract]
Consumer credit services	$ 2,480	$ 5,670	$ 7,447	$ 11,194
Other	12,842	11,751	25,578	20,231
Other non-interest expense	$ 15,322	$ 17,421	$ 33,025	$ 31,425

XML

Segment Reporting - Narrative (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Total net revenue | Customer concentration risk | One marketplace bank investor
Segment Reporting Information [Line Items]
Concentration risk, percentage	14.00%	14.00%

XML

Segment Reporting - Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Marketplace revenue	$ 82,783	$ 206,384	$ 178,417	$ 386,350
Other non-interest income	3,035	7,448	6,391	17,339
Total non-interest income	85,818	213,832	184,808	403,689
Interest income	214,486	128,468	416,899	240,121
Interest expense	(67,834)	(12,242)	(123,543)	(24,215)
Net interest income	146,652	116,226	293,356	215,906
Total net revenue	232,470	330,058	478,164	619,595
Provision for credit losses	(66,595)	(70,566)	(137,179)	(123,075)
Non-interest expense	(151,079)	(209,386)	(308,387)	(400,590)
Income before income tax benefit (expense)	14,796	50,106	32,598	95,930
Income tax benefit (expense)	(4,686)	131,954	(8,822)	126,966
Net income	10,110	182,060	23,776	222,896
Capital expenditures	15,857	15,783	32,255	37,358
Depreciation and amortization	11,638	10,557	23,992	21,596
Operating Segments | LendingClub Bank
Segment Reporting Information [Line Items]
Marketplace revenue	62,006	191,087	134,694	355,922
Other non-interest income	21,743	20,041	40,904	39,539
Total non-interest income	83,749	211,128	175,598	395,461
Interest income	210,514	120,152	408,844	219,975
Interest expense	(66,546)	(6,213)	(120,442)	(9,857)
Net interest income	143,968	113,939	288,402	210,118
Total net revenue	227,717	325,067	464,000	605,579
Provision for credit losses	(66,611)	(70,566)	(137,195)	(123,075)
Non-interest expense	(142,563)	(196,636)	(290,946)	(375,095)
Income before income tax benefit (expense)	18,543	57,865	35,859	107,409
Income tax benefit (expense)	(5,429)	(17,318)	(9,685)	(29,673)
Net income	13,114	40,547	26,174	77,736
Capital expenditures	15,857	15,783	32,255	37,358
Depreciation and amortization	7,073	3,510	13,967	7,010
Operating Segments | LendingClub Corporation
Segment Reporting Information [Line Items]
Marketplace revenue	7,772	11,167	20,880	26,298
Other non-interest income	2,431	3,914	4,984	8,137
Total non-interest income	10,203	15,081	25,864	34,435
Interest income	3,972	8,316	8,055	20,146
Interest expense	(1,288)	(6,029)	(3,101)	(14,358)
Net interest income	2,684	2,287	4,954	5,788
Total net revenue	12,887	17,368	30,818	40,223
Provision for credit losses	16	0	16	0
Non-interest expense	(16,650)	(25,127)	(34,095)	(51,702)
Income before income tax benefit (expense)	(3,747)	(7,759)	(3,261)	(11,479)
Income tax benefit (expense)	743	85,864	863	103,591
Net income	(3,004)	78,105	(2,398)	92,112
Capital expenditures	0	0	0	0
Depreciation and amortization	4,565	7,047	10,025	14,586
Intercompany Eliminations
Segment Reporting Information [Line Items]
Marketplace revenue	13,005	4,130	22,843	4,130
Other non-interest income	(21,139)	(16,507)	(39,497)	(30,337)
Total non-interest income	(8,134)	(12,377)	(16,654)	(26,207)
Interest income	0	0	0	0
Interest expense	0	0	0	0
Net interest income	0	0	0	0
Total net revenue	(8,134)	(12,377)	(16,654)	(26,207)
Provision for credit losses	0	0	0	0
Non-interest expense	8,134	12,377	16,654	26,207
Income before income tax benefit (expense)	0	0	0	0
Income tax benefit (expense)	0	63,408	0	53,048
Net income	0	63,408	0	53,048
Capital expenditures	0	0	0	0
Depreciation and amortization	$ 0	$ 0	$ 0	$ 0

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Segment Reporting - Balance Sheets (Details) - USD ($) $ in Thousands		Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Assets:
Total cash and cash equivalents		$ 1,203,924		$ 1,057,030
Restricted cash	[1]	34,792		67,454
Total securities available for sale		523,579		345,702
Loans held for sale at fair value		250,361		110,400
Loans and leases held for investment, net		5,178,186		4,705,302
Retail and certificate loans held for investment at fair value	[1]	26,837		55,425
Loans held for investment at fair value	[1]	404,119		925,938
Property, equipment and software, net		151,608		136,473
Investment in subsidiary		0		0
Goodwill		75,717		75,717
Other assets	[1]	493,383		500,306
Total assets		8,342,506		7,979,747
Liabilities and Equity
Total deposits		6,843,535		6,392,553
Borrowings	[1]	15,675		74,858
Retail Notes And Certificates At Fair Value		26,837		55,425
Other liabilities	[1]	250,936		292,617
Liabilities		7,136,983		6,815,453
Total equity		1,205,523	$ 1,190,742	1,164,294	$ 1,079,117	$ 887,434	$ 850,242
Total liabilities and equity		8,342,506		7,979,747
Operating Segments | LendingClub Bank
Assets:
Total cash and cash equivalents		1,176,563		1,020,874
Restricted cash		0		0
Total securities available for sale		515,466		329,287
Loans held for sale at fair value		250,361		110,400
Loans and leases held for investment, net		5,178,186		4,705,302
Retail and certificate loans held for investment at fair value		0		0
Loans held for investment at fair value		390,654		906,711
Property, equipment and software, net		127,438		102,274
Investment in subsidiary		0		0
Goodwill		75,717		75,717
Other assets		335,118		339,341
Total assets		8,049,503		7,589,906
Liabilities and Equity
Total deposits		6,897,220		6,420,827
Borrowings		10,654		64,154
Retail Notes And Certificates At Fair Value		0		0
Other liabilities		156,563		189,185
Liabilities		7,064,437		6,674,166
Total equity		985,066		915,740
Total liabilities and equity		8,049,503		7,589,906
Operating Segments | LendingClub Corporation
Assets:
Total cash and cash equivalents		74,632		56,475
Restricted cash		41,206		75,409
Total securities available for sale		8,113		16,415
Loans held for sale at fair value		0		0
Loans and leases held for investment, net		0		0
Retail and certificate loans held for investment at fair value		26,837		55,425
Loans held for investment at fair value		13,465		19,227
Property, equipment and software, net		24,170		34,199
Investment in subsidiary		797,899		755,319
Goodwill		0		0
Other assets		177,798		173,851
Total assets		1,164,120		1,186,320
Liabilities and Equity
Total deposits		0		0
Borrowings		5,021		10,704
Retail Notes And Certificates At Fair Value		26,837		55,425
Other liabilities		113,921		116,318
Liabilities		145,779		182,447
Total equity		1,018,341		1,003,873
Total liabilities and equity		1,164,120		1,186,320
Intercompany Eliminations
Assets:
Total cash and cash equivalents		(47,271)		(20,319)
Restricted cash		(6,414)		(7,955)
Total securities available for sale		0		0
Loans held for sale at fair value		0		0
Loans and leases held for investment, net		0		0
Retail and certificate loans held for investment at fair value		0		0
Loans held for investment at fair value		0		0
Property, equipment and software, net		0		0
Investment in subsidiary		(797,899)		(755,319)
Goodwill		0		0
Other assets		(19,533)		(12,886)
Total assets		(871,117)		(796,479)
Liabilities and Equity
Total deposits		(53,685)		(28,274)
Borrowings		0		0
Retail Notes And Certificates At Fair Value		0		0
Other liabilities		(19,548)		(12,886)
Liabilities		(73,233)		(41,160)
Total equity		(797,884)		(755,319)
Total liabilities and equity		$ (871,117)		$ (796,479)

[1] Includes amounts in consolidated variable interest entities (VIEs). See “Notes to Condensed Consolidated Financial Statements – Note 6. Securitizations and Variable Interest Entities.”