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Happen Inc. (HAPN) Q2 profit jumps 52% as rebrand takes hold

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Happen, Inc. reported strong second-quarter 2026 results, with total net revenue of $262.9 million and record pre-tax income of $75.7 million. Net income rose to $58.1 million and diluted EPS to $0.50, both up 52% year-over-year, delivering a profit margin of 28.8%.

Loan originations reached $3.1 billion, up 29% year-over-year, supported by AI-driven automation with a >90% automation rate and efficiency gains. The company reported ROE of 15.1% and ROTCE of 15.9%, total assets of $12.5 billion, deposits of $10.8 billion, and a CET1 capital ratio of 16.9%.

Management highlighted progress on strategic initiatives, including rebranding to Happen Bank and transferring its listing to Nasdaq under HAPN, entering the $500 billion home improvement financing market, adopting fair value option accounting for new originations, and executing $50 million to date under a $100 million stock repurchase and acquisition program.

Positive

  • Net income up 52% year-over-year to $58.1 million, with diluted EPS increasing to $0.50 and pre-tax profit margin at 28.8%.
  • Strong growth and credit performance with loan originations up 29% to $3.1 billion and net charge-offs improving to $40.6 million, a 3.2% net charge-off ratio.
  • Robust capital and liquidity including a 16.9% Common equity Tier 1 capital ratio, 11.9% Tier 1 leverage ratio, and $4.1 billion of available liquidity.

Negative

  • None.

Insights

Analyzing...

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total net revenue $262.9 million Quarter ended June 30, 2026; increased 6% year-over-year
Net income $58.1 million Quarter ended June 30, 2026; up 52% year-over-year
Diluted EPS $0.50 Quarter ended June 30, 2026; up 52% year-over-year
Loan originations $3.1 billion Q2 2026 originations volume; 29% growth versus prior year
Return on Equity (ROE) 15.1% Q2 2026 consolidated return on average equity
Return on Tangible Common Equity (ROTCE) 15.9% Q2 2026 non-GAAP return on tangible common equity
Common equity Tier 1 capital ratio 16.9% Regulatory capital metric as of June 30, 2026
Total assets $12.5 billion Balance sheet size as of June 30, 2026
Return on tangible common equity (ROTCE) financial
"record pre-tax income of $75.7 million and a return on tangible common equity of 15.9%"
fair value option (FVO) accounting financial
"adopted FVO accounting for all new originations of loans held for investment"
An accounting choice that lets a company measure certain financial assets or liabilities at their current market value instead of historical cost, with changes in value recorded in the income statement. Like choosing to re‑price a collection of items to today’s store price, it changes reported profits and balance sheet values as market conditions shift, so investors can see more current but potentially more volatile performance and net worth.
Common equity Tier 1 capital ratio financial
"Strong capital position with a consolidated Tier 1 leverage ratio of 11.9% and a CET1 capital ratio of 16.9%"
A bank’s common equity tier 1 (CET1) capital ratio measures the size of its strongest loss-absorbing capital—mainly common shares and retained earnings—relative to the bank’s assets after adjusting those assets for how risky they are (riskier loans count more). Think of it as the safety cushion compared with the weight of risky business; investors use it to judge a bank’s ability to survive losses, meet rules, and sustain dividends or growth.
net charge-off ratio financial
"Net charge-off ratio - total loans and leases held for investment (8) | 3.2 %"
The net charge-off ratio measures the portion of a lender’s loans that were written off as uncollectible after subtracting any later recoveries, divided by the average loan balance over the same period and shown as a percentage. It tells investors how many loans are effectively going bad — like the share of rotten fruit in a basket — and helps assess a lender’s credit quality, potential future losses and pressure on profits and reserves.
Tangible book value per common share financial
"Tangible book value per common share | $ | 12.89"
A per-share measure of the company’s tangible net asset value available to common shareholders after removing intangible items (like goodwill, brand value, and patents) and any preferred shareholder claims. Think of it as the amount each common share would get if the company sold only its physical and financial assets and settled priority claims. Investors use it as a conservative baseline to judge whether a stock is cheaply priced relative to the company’s hard-asset backing.
Total net revenue $262.9 million up 6% year-over-year
Net income $58.1 million up 52% year-over-year
Diluted EPS $0.50 up 52% year-over-year
Loan originations $3.1 billion up 29% year-over-year
ROE 15.1%
Guidance

For Q3 2026, loan originations are expected to be $3.20B to $3.35B and diluted EPS $0.43 to $0.48; for full year 2026, loan originations are expected to be $12.2B to $12.6B and diluted EPS $1.80 to $1.90.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What were HAPN's key financial results for Q2 2026?
Happen, Inc. posted Q2 2026 net income of $58.1 million and diluted EPS of $0.50, both up 52% year-over-year. Total net revenue was $262.9 million, pre-tax income reached $75.7 million, and the pre-tax profit margin was 28.8%.

How did HAPN's loan originations and credit quality trend in Q2 2026?
Loan originations grew 29% year-over-year to $3.1 billion, reflecting strong demand and execution. Net charge-offs on loans held for investment improved to $40.6 million, and the total net charge-off ratio was 3.2%, supported by continued credit outperformance.

What earnings guidance did HAPN provide for Q3 and full-year 2026?
For Q3 2026, Happen expects loan originations of $3.20B–$3.35B and diluted EPS of $0.43–$0.48. For full-year 2026, guidance is loan originations of $12.2B–$12.6B and diluted EPS of $1.80–$1.90.

What is HAPN's capital and liquidity position after Q2 2026?
Happen reported total assets of $12.5 billion and deposits of $10.8 billion, with 88% FDIC-insured. The bank ended the quarter with $4.1 billion of available liquidity, a 16.9% CET1 capital ratio, and an 11.9% Tier 1 leverage ratio.

What strategic initiatives did HAPN highlight in its Q2 2026 report?
The company rebranded to Happen Bank, moved its listing to Nasdaq under HAPN, and began originating home improvement loans. It expanded AI initiatives to improve efficiency, adopted fair value option accounting for new originations, and continued executing a $100 million stock repurchase and acquisition program.

How did non-interest revenue and expenses evolve for HAPN in Q2 2026?
Total non-interest income was $83.8 million, with origination fees of $164.0 million and gains on loan sales of $21.5 million offset by fair value adjustments. Non-interest expense rose to $198.1 million, driven mainly by higher marketing and compensation costs supporting growth.
0001409970FALSE00014099702026-07-272026-07-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 27, 2026
Happen, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number: 001-36771
Delaware51-0605731
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐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:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, par value $0.01 per shareHAPN
The Nasdaq Stock Market LLC

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).
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.
☐


Item 2.02Results of Operations and Financial Condition

On July 27, 2026, Happen, Inc. issued a press release (the “Earnings Press Release”) regarding its financial results for the second quarter ended June 30, 2026. A copy of the Earnings Press Release is attached as Exhibit 99.1 to this Form 8-K.

The information set forth in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01Financial Statements and Exhibits
(d)Exhibits

Exhibit
Number		Exhibit Title or Description
99.1
Press Release dated July 27, 2026
104Cover 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.

Happen, Inc.
Date: July 27, 2026By:/s/ ANDREW LABENNE
Andrew LaBenne
Chief Financial Officer
(duly authorized officer)


happenbank_xlogoa.jpg
EXHIBIT 99.1
                                    

Happen, Inc. Reports Second Quarter 2026 Results
Record $75.7 Million Pre-Tax Income, 15.1% ROE, and 15.9% ROTCE
Grew Originations 29% Year-over-Year; Increased Diluted EPS 52% Year-over-Year to $0.50
Successfully Rebranded to Happen Bank (Nasdaq: HAPN) from LendingClub

SAN FRANCISCO – July 27, 2026 – Happen, Inc. (Nasdaq: HAPN), parent company of Happen Bank, a digital bank built for the Motivated Middle, today announced financial results for the second quarter ended June 30, 2026.

“Happen delivered a standout quarter, growing originations 29% year-over-year to $3.1 billion, while producing record pre-tax income of $75.7 million and a return on tangible common equity of 15.9%,” said Scott Sanborn, CEO, Happen, Inc. “This is our first quarter operating under the Happen Bank brand, and our results demonstrate exactly what the brand represents: forward momentum. Our core business is firing on all cylinders. We’re ramping our entry into the $500 billion home improvement market and we’re innovating on behalf of our members, all while growing earnings and increasing returns for our shareholders.”

Second Quarter 2026 Results

Highlights:
•Launched the new Happen Bank brand.
•Transferred stock listing from NYSE: LC to Nasdaq: HAPN.
•Delivering growth across consumer businesses.
•Began originating loans in the home improvement market.
•Continued multi-year credit outperformance vs. competitor set, with over 40% lower delinquencies.
•Record >90% automation rate and AI-powered agent support tools led to record originations efficiency.
•Executed $12 million of the $100 million Stock Repurchase and Acquisition Program, with cumulative utilization through June totaling $50 million.

Balance Sheet:
•Total assets of $12.5 billion, up 16% year-over-year, primarily due to growth in loans and securities.
•Deposits of $10.8 billion, up 18% year-over-year, with 88% of deposits FDIC-insured.
•Robust available liquidity of $4.1 billion.
•Strong capital position with a consolidated Tier 1 leverage ratio of 11.9% and a CET1 capital ratio of 16.9%.

Financial Performance:
•Achieved $3.1 billion in origination volume, up 29% compared to the prior year, driven by the successful execution of product and marketing initiatives.
•Total net revenue increased 6% to $262.9 million, compared to $248.4 million in the prior year, driven by higher loan origination volume and higher net interest income.
•Provision benefit of $10.9 million, compared to an expense of $39.7 million in the prior year, due to strong credit performance and the 2026 election of fair value option (FVO) accounting for all new originations.
•Net charge-offs on total loans and leases held for investment improved to $40.6 million, compared to $46.1 million in the same quarter in the prior year, supported by strong credit performance.
•Net income and Diluted EPS grew 52% to $58.1 million and $0.50, respectively, compared to $38.2 million and $0.33 in the prior year, respectively.
•Profit margin (pre-tax) of 28.8%, compared to 21.7% in the prior year.
•Return on Equity (ROE) of 15.1% with a Return on Tangible Common Equity (ROTCE) of 15.9%.
1


Summary Financial Highlights:
Three Months Ended
($ in millions, except per share amounts)June 30,
2026		March 31,
2026		June 30,
2025
Total net revenue$262.9 $252.3 $248.4 
Provision for credit losses(10.9)0.4 39.7 
Non-interest expense198.1 184.5 154.7 
Income before income tax expense75.7 67.3 54.0 
Income tax expense(17.5)(15.7)(15.8)
Net income$58.1 $51.6 $38.2 
Diluted EPS$0.50 $0.44 $0.33 

For a calculation of Tangible Book Value Per Common Share and Return on Tangible Common Equity, refer to the “Reconciliation of GAAP to Non-GAAP Financial Measures” tables at the end of this release.

2026 Strategic Priorities & Investments

Happen has made important progress on several strategic initiatives:

Corporate Rebrand: Rebranded to Happen BankTM, a bank that clears the way for people going places, providing fast and easy access to award-winning products that help them save more of what they earn and earn more on what they save. The new brand reflects the company’s transition from a pioneering online lender to a diversified digital-first bank that combines deposits, lending, and a capital-light marketplace bank model. The company completed the transition and began trading on Nasdaq under HAPN in June 2026.
Home Improvement Financing: Having previously acquired foundational technology and key talent, Happen Bank is now underwriting and originating home improvement loans and the pipeline of additional new partners is significant. Home improvement is a $500 billion market where Happen Bank has distinct advantages over incumbents and a meaningful opportunity for growth.
AI and Operating Efficiency: The company has multiple AI initiatives underway across marketing, product, engineering, operations, customer experience, and compliance, with the goal of improving member experience, driving efficiency, and supporting margin expansion over time. AI-powered automation and agent support tools have already led to record personal loans originations production efficiency and a record-high >90% automation rate for issued loans.
New Marketing Channel Investment: The company accelerated investments in new acquisition channels, including paid social and display, ahead of normal seasonal timing in order to build attribution models and data capabilities for the full-year 2026 growth plan. Successful execution of marketing and product initiatives contributed to a 29% year-over-year increase in originations in the second quarter.
Transition to Fair Value Option Accounting: Starting January 1, 2026, Happen Bank adopted FVO accounting for all new originations of loans held for investment. This change aligns the accounting treatment for loans held for investment and held for sale, creating a consistent framework across the business and better aligns the timing of revenue recognition with the timing of credit and operational expenses. The company expects this transition will, over time, result in higher return on invested capital.

From a financial reporting perspective, under FVO, new loans are marked to fair value at origination, with subsequent changes in fair value, reflecting both credit performance and market conditions, flowing through non-interest income each quarter rather than through a separate provision for credit losses. The company will no longer record a CECL provision on new loan originations.

2

Financial Outlook

Third Quarter 2026
Loan originations$3.20B to $3.35B
Diluted EPS$0.43 to $0.48
Full Year 2026
Loan originations$12.2B to $12.6B
Diluted EPS$1.80 to $1.90

About Happen Bank

Happen Bank™ – formerly LendingClub 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.

The Company’s 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.

Happen Bank exists to clear the way for our members to make it happen.

Happen, Inc. (Nasdaq: HAPN) – formerly LendingClub Corporation – is the parent company and operator of Happen Bank, National Association, Member FDIC. For more information about Happen Bank, visit https://www.happen.com.

Conference Call and Webcast Information
Happen, Inc.’s second quarter 2026 webcast and teleconference is scheduled to begin at 2:00 p.m. Pacific Time (or 5:00 p.m. Eastern Time) on Monday, July 27, 2026. A live webcast of the call will be available at https://ir.happen.com under News & Events menu. To listen to the call, register using this link: https://edge.media-server.com/mmc/p/n9sxvwro ten minutes prior to 2:00 p.m. Pacific Time (or 5:00 p.m. Eastern Time). An audio archive of the call will be available at https://ir.happen.com. Happen, Inc. communicates with its investors and the public, including by disclosing material information pursuant to Regulation FD, through various channels, including its website (including the investor relations page at https://ir.happen.com), social media (including X, LinkedIn and Facebook), filings with the Securities and Exchange Commission, press releases, conference calls and webcasts. Accordingly, we encourage investors and the public to review our communications across all channels.

Question Submissions
Prior to quarterly earnings, investors have the ability to submit and upvote questions for Happen Bank’s management team to consider. To participate, visit the link provided in each quarter's earnings date announcement.

Contacts
For Investors:
IR@happen.com
Media Contact:
Press@happen.com

3

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: Tangible Book Value (TBV) Per Common Share and Return on Tangible Common Equity (ROTCE). 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 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 tangible common equity for the period (common equity reduced by goodwill and customer relationship intangible assets), divided by the ending number of common shares issued and outstanding.

We believe ROTCE is an important measure because it reflects the company's ability to generate income from its core assets. ROTCE is a non-GAAP financial measure calculated by dividing annualized net income by the average tangible common equity for the applicable period.

For a reconciliation of such measures to the nearest GAAP measures, please refer to the tables on page 11 of this release.

Safe Harbor Statement
Some of the statements above, including statements regarding our entry into home improvement financing, our AI initiatives, the impact of the transition to fair value option accounting and anticipated future performance and financial results, are “forward-looking statements.” The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these identifying words. Factors that could cause actual results to differ materially from those contemplated by these forward-looking statements include: our loan performance, our ability to continue to attract and retain new and existing borrowers and marketplace investors (including retaining long-term investors through the duration of their expected partnership and achieving the anticipated level of purchases); competition; overall economic conditions; our ability to integrate acquired technology; the interest rate and/or regulatory environment; default rates and those factors set forth in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, as well as in our 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.

*****
4
HAPPEN, INC.
OPERATING HIGHLIGHTS
(In thousands, except percentages or as noted)
(Unaudited)
As of and for the three months ended% Change
June 30,
2026		March 31,
2026		December 31,
2025		September 30,
2025		June 30,
2025		Q/QY/Y
Operating Highlights:
Net interest income$179,017 $176,234 $163,027 $158,439 $154,249 2 %16 %
Non-interest income83,838 76,017 103,444 107,792 94,186 10 %(11)%
Total net revenue262,855 252,251 266,471 266,231 248,435 4 %6 %
Provision for credit losses(10,917)390 47,158 46,280 39,733 N/MN/M
Non-interest expense198,115 184,533 169,284 162,713 154,718 7 %28 %
Income before income tax expense
75,657 67,328 50,029 57,238 53,984 12 %40 %
Income tax expense
(17,509)(15,725)(8,475)(12,964)(15,806)11 %11 %
Net income$58,148 $51,603 $41,554 $44,274 $38,178 13 %52 %
Diluted EPS$0.50 $0.44 $0.35 $0.37 $0.33 14 %52 %
Total loan originations (in millions)(1)
$3,145 $2,669 $2,637 $2,656 $2,433 18 %29 %
Current period originations sold or held for sale$2,039 $1,717 $2,090 $2,027 $1,702 19 %20 %
Current period originations held for investment
$1,107 $952 $547 $629 $731 16 %51 %
Total servicing portfolio (in millions)(2)
$14,596$13,854$13,423$12,986$12,5245 %17 %
Loans serviced for others$8,231$7,750$7,601$7,612$7,1856 %15 %
Performance Metrics:
Net interest margin6.14 %6.28 %5.98 %6.18 %6.14 %
Profit margin(3)
28.8 %26.7 %18.8 %21.5 %21.7 %
Return on average equity (ROE)(4)
15.1 %13.7 %11.3 %12.4 %11.1 %
Return on tangible common equity (ROTCE)(5)(6)
15.9 %14.5 %11.9 %13.2 %11.8 %
Return on average total assets (ROA)(7)
1.9 %1.8 %1.5 %1.7 %1.5 %
Marketing expense as a % of loan originations(1)
1.99 %2.08 %1.73 %1.53 %1.38 %
Average balance - total loans and leases held for investment
$5,108,678 $4,797,639 $4,767,573 $4,890,619 $4,899,272 6 %4 %
Net charge-offs - total loans and leases held for investment
$40,599 $42,493 $47,852 $41,899 $46,078 (4)%(12)%
Net charge-off ratio - total loans and leases held for investment(8)
3.2 %3.5 %4.0 %3.4 %3.8 %
Capital Metrics:
Common equity Tier 1 capital ratio16.9 %17.0 %17.4 %18.0 %17.5 %
Tier 1 leverage ratio11.9 %11.9 %12.0 %12.3 %12.2 %
Book value per common share$13.58 $13.19 $13.01 $12.68 $12.25 3 %11 %
Tangible book value per common share(6)
$12.89 $12.49 $12.30 $11.95 $11.53 3 %12 %
(1)    Beginning in the first quarter of 2026, includes all loans originated during the respective periods (unsecured consumer loans, auto loans and small business loans). Previously this included unsecured consumer loans and auto loans only. In the second and first quarters of 2026, this update included small business loan originations of $38 million and $15 million, respectively. Prior periods have been reclassified to conform to the current period presentation.
(2)    Reflects loans serviced on our platform, which includes unsecured consumer loans and auto loans serviced for others for which servicing rights are retained by the company.
(3)    Calculated as the ratio of income before income tax expense to total net revenue.
(4)    Calculated as annualized net income divided by average equity for the period presented.
(5)    Calculated as annualized net income divided by average tangible common equity for the period presented.
(6)    Represents a non-GAAP financial measure. See “Reconciliation of GAAP to Non-GAAP Financial Measures.”
(7)    Calculated as annualized net income divided by average total assets for the period presented.
(8)    Beginning in the first quarter of 2026, the net charge-off ratio is calculated as annualized net charge-offs for total loans and leases held for investment (at amortized cost and fair value) divided by average total outstanding loans and leases held for investment during the period. Prior to the first quarter of 2026, this was calculated based on loans and leases held for investment at amortized cost only. Prior period amounts have been reclassified to conform to the current period presentation.
5
HAPPEN, INC.
OPERATING HIGHLIGHTS (Continued)
(In thousands, except percentages or as noted)
(Unaudited)

As of the period ended
% Change
June 30,
2026		March 31,
2026		December 31,
2025		September 30,
2025		June 30,
2025		Q/QY/Y
Balance Sheet Data:
Securities available for sale$4,046,761 $3,867,576 $3,706,709 $3,742,304 $3,527,142 5 %15 %
Loans held for sale
$1,773,052 $1,836,121 $1,762,396 $1,213,140 $1,008,168 (3)%76 %
Loans and leases held for investment
$5,078,318 $4,700,990 $4,470,383 $4,573,425 $4,765,068 8 %7 %
Total loans and leases
$6,851,370 $6,537,111 $6,232,779 $5,786,565 $5,773,236 5 %19 %
Total assets$12,549,040 $11,939,839 $11,567,816 $11,072,515 $10,775,333 5 %16 %
Total deposits$10,765,267 $10,189,511 $9,833,870 $9,388,233 $9,136,124 6 %18 %
Total liabilities$10,981,575 $10,416,311 $10,067,388 $9,610,302 $9,369,298 5 %17 %
Total equity$1,567,465 $1,523,528 $1,500,428 $1,462,213 $1,406,035 3 %11 %



6
HAPPEN, INC.
LOANS AND LEASES HELD FOR INVESTMENT BY DELINQUENCY STATUS
(In thousands)
(Unaudited)
The following tables present loans and leases held for investment (at amortized cost and fair value) by delinquency status(1):
June 30, 2026
Current
30-59
Days		60-89
Days		90 or More
Days
Total
Guaranteed Amount (2)
Unsecured consumer (3)
$3,966,514 $19,724 $16,249 $14,386 $4,016,873 $— 
Residential mortgages146,498 — — 962 147,460 — 
Secured consumer406,339 2,378 741 157 409,615 — 
Total consumer loans held for investment4,519,351 22,102 16,990 15,505 4,573,948 — 
Equipment finance (4)
29,827 — — 3,422 33,249 — 
Commercial real estate (5)
490,680 1,765 — 6,373 498,818 38,783 
Commercial and industrial
136,122 2,560 2,888 23,230 164,800 115,001 
Total commercial loans and leases held for investment
656,629 $4,325 $2,888 $33,025 $696,867 $153,784 
Total loans and leases held for investment
$5,175,980 $26,427 $19,878 $48,530 $5,270,815 $153,784 
December 31, 2025
Current
30-59
Days		60-89
Days		90 or More
Days
Total
Guaranteed Amount (2)
Unsecured consumer (3)
$3,600,434 $24,075 $19,685 $18,929 $3,663,123 $— 
Residential mortgages150,099 — 888 86 151,073 — 
Secured consumer257,063 3,015 596 395 261,069 — 
Total consumer loans held for investment4,007,596 27,090 21,169 19,410 4,075,265 — 
Equipment finance (4)
35,973 696 — 3,088 39,757 — 
Commercial real estate (5)
461,307 — — 11,182 472,489 39,507 
Commercial and industrial
133,526 1,540 1,878 20,074 157,018 108,826 
Total commercial loans and leases held for investment
630,806 2,236 1,878 34,344 669,264 148,333 
Total loans and leases held for investment
$4,638,402 $29,326 $23,047 $53,754 $4,744,529 $148,333 
(1)    Beginning in the first quarter of 2026, amounts include loans and leases held for investment measured at both amortized cost and fair value. Prior to the first quarter of 2026, amounts included loans and leases held for investment at amortized cost only.
(2)    Represents loan balances guaranteed by the Small Business Association (SBA).
(3)    Excludes basis adjustment for loans previously designated in fair value hedges under the portfolio layer method of $0.4 million and $1.6 million as of June 30, 2026 and December 31, 2025, respectively.
(4)    Comprised of sales-type leases for equipment.
(5)    Includes $309.9 million and $286.8 million in loans originated through the SBA as of June 30, 2026 and December 31, 2025, respectively.

7
HAPPEN, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share data)
(Unaudited)
Three Months EndedChange (%)
 June 30,
2026		March 31,
2026		June 30,
2025		Q2 2026
vs
Q1 2026		Q2 2026
vs
Q2 2025
Interest income:
Interest on loans (1)
$206,397 $199,897 $174,645 3 %18 %
Interest on securities available for sale55,114 54,411 55,339 1 %— %
Other interest income7,424 6,899 7,113 8 %4 %
Total interest income$268,935 $261,207 $237,097 3 %13 %
Interest expense:
Interest on deposits89,916 84,971 82,845 6 %9 %
Other interest expense
2 2 3 — %(33)%
Total interest expense89,918 84,973 82,848 6 %9 %
Net interest income179,017 176,234 154,249 2 %16 %
Non-interest income:
Origination fees (2)
164,006 130,088 87,578 26 %87 %
Servicing fees (2)
12,890 13,113 16,395 (2)%(21)%
Gain on sales of loans (2)
21,461 16,269 13,540 32 %59 %
Net fair value adjustments (2)
(121,145)(88,925)(27,869)(36)%(335)%
Other non-interest income6,626 5,472 4,542 21 %46 %
Total non-interest income83,838 76,017 94,186 10 %(11)%
Total net revenue262,855 252,251 248,435 4 %6 %
Provision for credit losses(10,917)390 39,733 N/MN/M
Non-interest expense:
Compensation and benefits68,221 65,514 61,989 4 %10 %
Marketing62,580 55,415 33,580 13 %86 %
Equipment and software15,846 15,293 14,495 4 %9 %
Depreciation and amortization18,152 15,819 15,460 15 %17 %
Professional services11,989 11,767 10,300 2 %16 %
Occupancy4,982 6,391 4,787 (22)%4 %
Other non-interest expense16,345 14,334 14,107 14 %16 %
Total non-interest expense198,115 184,533 154,718 7 %28 %
Income before income tax expense
75,657 67,328 53,984 12 %40 %
Income tax expense
(17,509)(15,725)(15,806)11 %11 %
Net income$58,148 $51,603 $38,178 13 %52 %
Net income per share:
Basic EPS$0.50 $0.45 $0.33 11 %52 %
Diluted EPS$0.50 $0.44 $0.33 14 %52 %
Weighted-average common shares – Basic115,376,906 115,400,564 114,409,231 — %1 %
Weighted-average common shares – Diluted117,274,710 117,333,435 115,692,969 — %1 %
(1)    Beginning in the first quarter of 2026, we combined “Interest on loans held for sale,” “Interest and fees on loans and leases held for investment,” and “Interest on loans held for investment at fair value,” into a single line item called “Interest on loans.” Prior period amounts have been reclassified to conform to the current period presentation.
(2)    Beginning in the first quarter of 2026, these components previously aggregated under “Marketplace revenue” on the Income Statement, are now presented as separate line items. Prior period amounts have been reclassified to conform to the current period presentation.
8
HAPPEN, INC.
NET INTEREST INCOME
(In thousands, except percentages or as noted)
(Unaudited)
Consolidated (1)
Three Months Ended
June 30, 2026
Three Months Ended
March 31, 2026
Three Months Ended
June 30, 2025
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 (2)
Cash, cash equivalents, restricted cash and other$825,029 $7,424 3.60 %$775,385 $6,899 3.56 %$679,603 $7,113 4.19 %
Securities available for sale at fair value3,880,678 55,114 5.68 %3,737,199 54,411 5.82 %3,411,020 55,339 6.49 %
Loans held for sale at fair value
1,850,763 64,039 13.84 %1,910,017 64,531 13.51 %1,061,845 32,489 12.24 %
Loans held for investment at fair value
1,667,694 46,540 11.16 %807,486 25,467 12.62 %722,685 19,761 10.94 %
Loans and leases held for investment at amortized cost:
Unsecured consumer loans
2,438,480 80,830 13.26 %2,934,584 94,763 12.92 %3,177,439 107,829 13.57 %
Commercial and secured consumer loans
1,002,504 14,988 5.98 %1,055,569 15,136 5.74 %999,148 14,566 5.83 %
Loans and leases held for investment at amortized cost
3,440,984 95,818 11.14 %3,990,153 109,899 11.02 %4,176,587 122,395 11.72 %
Total loans and leases held for investment5,108,678 142,358 11.15 %4,797,639 135,366 11.29 %4,899,272 142,156 11.61 %
Total interest-earning assets11,665,148 268,935 9.22 %11,220,240 261,207 9.31 %10,051,740 237,097 9.44 %
Cash and due from banks and restricted cash25,687 26,343 38,746 
Allowance for loan and lease losses(218,977)(262,466)(247,133)
Other non-interest earning assets695,671 668,486 633,711 
Total assets$12,167,529 $11,652,603 $10,477,064 
Interest-bearing liabilities
Interest-bearing deposits (3):
Savings and money market accounts6,897,169 61,372 3.57 %6,694,780 58,714 3.56 %6,152,936 58,934 3.84 %
Certificates of deposit2,736,658 27,381 4.01 %2,488,015 25,174 4.10 %1,997,980 22,469 4.51 %
Checking accounts389,934 1,163 1.20 %393,963 1,083 1.12 %426,107 1,442 1.36 %
Interest-bearing deposits10,023,761 89,916 3.60 %9,576,758 84,971 3.60 %8,577,023 82,845 3.87 %
Other interest-bearing liabilities220 2 3.81 %222 2 3.79 %220 3 4.54 %
Total interest-bearing liabilities10,023,981 89,918 3.60 %9,576,980 84,973 3.60 %8,577,243 82,848 3.87 %
Noninterest-bearing deposits343,281 334,136 282,113 
Other liabilities256,029 233,776 236,509 
Total liabilities$10,623,291 $10,144,892 $9,095,865 
Total equity$1,544,238 $1,507,711 $1,381,199 
Total liabilities and equity$12,167,529 $11,652,603 $10,477,064 
Interest rate spread5.62 %5.71 %5.57 %
Net interest income and net interest margin$179,017 6.14 %$176,234 6.28 %$154,249 6.14 %
(1)    Consolidated presentation reflects intercompany eliminations.
(2)    Nonaccrual loans and any related income are included in their respective loan categories.
(3)    Prior period amounts have been reclassified to conform to the current period presentation.
9
HAPPEN, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
June 30,
2026		December 31,
2025
Assets
Cash and due from banks$11,957 $11,749 
Interest-bearing deposits in banks900,810 905,905 
Total cash and cash equivalents912,767 917,654 
Restricted cash15,455 12,783 
Securities available for sale at fair value ($4,103,026 and $3,733,780 at amortized cost, respectively)
4,046,761 3,706,709 
Loans held for sale at fair value1,773,052 1,762,396 
Loans held for investment at fair value
2,085,066 473,314 
Loans and leases held for investment3,186,145 4,272,812 
Allowance for loan and lease losses(192,893)(275,743)
Loans and leases held for investment, net2,993,252 3,997,069 
Property, equipment and software, net276,454 254,088 
Goodwill75,717 75,717 
Other assets370,516 368,086 
Total assets$12,549,040 $11,567,816 
Liabilities and Equity
Deposits:
Interest-bearing$10,336,236 $9,459,483 
Noninterest-bearing429,031 374,387 
Total deposits10,765,267 9,833,870 
Other liabilities216,308 233,518 
Total liabilities10,981,575 10,067,388 
Equity
Common stock, $0.01 par value; 180,000,000 shares authorized; 115,407,464 and 115,368,987 shares issued and outstanding, respectively
1,154 1,154 
Additional paid-in capital1,697,357 1,719,233 
Accumulated deficit(92,048)(201,799)
Accumulated other comprehensive loss(38,998)(18,160)
Total equity1,567,465 1,500,428 
Total liabilities and equity$12,549,040 $11,567,816 


10
HAPPEN, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except share and per share data)
(Unaudited)
Tangible Book Value Per Common Share
June 30,
2026		March 31,
2026		December 31,
2025		September 30,
2025		June 30,
2025
GAAP common equity$1,567,465 $1,523,528 $1,500,428 $1,462,213 $1,406,035 
Less: Goodwill(75,717)(75,717)(75,717)(75,717)(75,717)
Less: Customer relationship intangible assets
(4,492)(5,039)(5,685)(8,206)(7,068)
Tangible common equity$1,487,256 $1,442,772 $1,419,026 $1,378,290 $1,323,250 
Book value per common share
GAAP common equity$1,567,465 $1,523,528 $1,500,428 $1,462,213 $1,406,035 
Common shares issued and outstanding115,407,464 115,497,890 115,368,987 115,301,440 114,740,147 
Book value per common share$13.58 $13.19 $13.01 $12.68 $12.25 
Tangible book value per common share
Tangible common equity$1,487,256 $1,442,772 $1,419,026 $1,378,290 $1,323,250 
Common shares issued and outstanding115,407,464 115,497,890 115,368,987 115,301,440 114,740,147 
Tangible book value per common share$12.89 $12.49 $12.30 $11.95 $11.53 

Return On Tangible Common Equity
For the three months ended
June 30,
2026		March 31,
2026		December 31,
2025		September 30,
2025		June 30,
2025
Average GAAP common equity
$1,544,238 $1,507,711 $1,473,356 $1,424,538 $1,381,199 
Less: Average goodwill(75,717)(75,717)(75,717)(75,717)(75,717)
Less: Average customer relationship intangible assets(4,766)(5,362)(6,031)(6,722)(7,423)
Average tangible common equity$1,463,755 $1,426,632 $1,391,608 $1,342,099 $1,298,059 
Return on average equity
Annualized GAAP net income$232,592 $206,412 $166,216 $177,096 $152,712 
Average GAAP common equity$1,544,238 $1,507,711 $1,473,356 $1,424,538 $1,381,199 
Return on average equity15.1 %13.7 %11.3 %12.4 %11.1 %
Return on tangible common equity
Annualized GAAP net income$232,592 $206,412 $166,216 $177,096 $152,712 
Average tangible common equity
$1,463,755 $1,426,632 $1,391,608 $1,342,099 $1,298,059 
Return on tangible common equity15.9 %14.5 %11.9 %13.2 %11.8 %

11

Source: View Original Filing on SEC EDGAR

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