lc-202606020001409970FALSE00014099702026-06-022026-06-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | | |
| CURRENT REPORT |
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): June 2, 2026
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LendingClub Corporation |
| (Exact name of registrant as specified in its charter) |
Commission File Number: 001-36771
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| Delaware | 51-0605731 |
(State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer
Identification No.) |
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| 88 Kearny Street, | Suite 600, | |
| San Francisco, | CA | 94108 | |
| (Address of principal executive offices and zip code) |
Registrant’s telephone number, including area code: 415 930-7440
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| 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. | ☐ |
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On June 2, 2026, LendingClub Corporation (the “Company”), acting pursuant to authorization from its Board of Directors, notified the New York Stock Exchange (the “NYSE”) of its intention to voluntarily withdraw the listing of its common stock, par value $0.01 per share (“Common Stock”), from the NYSE and transfer the listing to The Nasdaq Stock Market LLC (“Nasdaq”). The Company expects that the listing and trading of its Common Stock on the NYSE will end at market close on June 18, 2026 and that trading will begin on Nasdaq at market open on June 22, 2026 under the “HAPN” ticker symbol, which coincides with and reflects the upcoming launch of the Company’s Happen Bank brand and renaming of the Company to Happen, Inc.
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| Item 7.01 | Regulation FD Disclosure |
On June 2, 2026, the Company issued a press release (the “Press Release”) in connection with the transfer of the listing of its Common Stock to Nasdaq. A copy of the Press Release is attached as Exhibit 99.1 to this Form 8-K.
The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
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| Item 9.01 | | Financial Statements and Exhibits |
| (d) | | Exhibits |
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Exhibit
Number | | Exhibit Title or Description |
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| 104 | | Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document) |
SIGNATURE(S)
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 hereunto duly authorized.
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| | LendingClub Corporation |
| Date: | June 2, 2026 | By: | /s/ ANDREW LABENNE |
| | | Andrew LaBenne |
| | | Chief Financial Officer |
| | | (duly authorized officer) |
LendingClub to Transfer Listing to Nasdaq; New Ticker Symbol “HAPN” to Reflect the Launch of Happen Bank
Expected First Day of Trading on the Nasdaq Stock Exchange on Monday, June 22, 2026
Company to Ring the Nasdaq Opening Bell on Tuesday, June 30, 2026
SAN FRANCISCO, June 2, 2026/PR Newswire/ — LendingClub Corporation (NYSE: LC) today announced that it will transfer the listing of its common stock to the Nasdaq Stock Market (“Nasdaq”) from the New York Stock Exchange (“NYSE”).
The company’s common stock is expected to begin trading on the Nasdaq Global Select Market on June 22, 2026, under the new ticker symbol – HAPN – to reflect the rebranding of LendingClub Bank to Happen Bank.
The transfer to Nasdaq reflects the company’s position as a growth-oriented, digital bank and strengthens its alignment with investors focused on companies using technology and innovation to drive long-term shareholder value.
“We were founded on the belief that technology could make lending better – and it worked,” said Scott Sanborn, LendingClub CEO. “We’ve since evolved beyond lending into a diversified digital-first bank combining deposits, lending, and a capital-light marketplace model. Just as the Happen Bank brand better reflects everything we do for our members, our move to Nasdaq better reflects the technology and innovation that has always been part of our DNA.”
“Nasdaq is proud to welcome LendingClub as it begins this exciting new chapter,” said J.R. Mastroianni, Head of Exchange Transfers, Listings Services at Nasdaq. “The company’s focus on using technology to make it easy to make smart financial decisions aligns closely with our community of innovation-driven companies, and we look forward to supporting its continued growth.”
No action is required by existing shareholders with respect to the transfer of the listing or the ticker symbol change. LendingClub’s common stock is expected to continue to be listed under the NYSE ticker symbol “LC” through market close on June 18, 2026.
The company plans to commemorate its new listing by participating in the Nasdaq Opening Bell Ceremony on Tuesday, June 30, 2026, at the Nasdaq MarketSite in New York City.
About LendingClub
LendingClub Bank — soon to be Happen Bank — is a digital bank built for the Motivated Middle: high-FICO, high-income, digitally savvy consumers actively managing their financial lives. Our difference? We make it easy for them to access award-winning products that help them keep more of what they earn and earn more on what they save. Our products are aligned by design to reward our five million plus members when they take positive financial steps like saving regularly or making loan payments on time.
Our success is fueled by our advanced credit underwriting, a proprietary technology platform engineered for innovation, and a marketplace bank model that drives value for members, loan investors, and shareholders alike. The result is affordable credit, meaningful value, and a trusted banking relationship — delivered consistently and profitably at scale.
As we look to our next chapter, we’re choosing a name that reflects why we exist: to clear the way for our members to make it happen. Learn more at: https://www.meethappen.com/.
LendingClub Corporation (NYSE: LC) — soon to be Happen, Inc. — is the parent company and operator of LendingClub Bank, National Association, Member FDIC. For more information about LendingClub, visit https://www.lendingclub.com.
Safe Harbor Statement
Some of the statements in this press release, including statements regarding the timing and impact of our listing on Nasdaq and rebranding initiative, are "forward-looking statements." Words such as "plan", "expect", “anticipate” and similar expressions may identify forward-looking statements, although not all forward-looking statements may contain these identifying words. Factors that could cause actual results to differ materially from those contemplated by these forward-looking statements include: macroeconomic conditions, completing onboarding with Nasdaq, and those factors set forth in
the section titled "Risk Factors" in LendingClub Corporation's most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, as well as in its subsequent filings with the Securities and Exchange Commission. Actual results or events could differ materially from the plans, intentions and expectations disclosed in forward-looking statements, and you should not place undue reliance on forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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