Happen, Inc. (Nasdaq: HAPN) debuts Happen Bank brand and Nasdaq listing
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Happen, Inc., formerly LendingClub Corporation, has officially changed its corporate name and rebranded its wholly owned bank as Happen Bank, National Association. The company transferred its common stock listing from the New York Stock Exchange to the Nasdaq Global Select Market and changed its trading symbol to HAPN, effective June 22, 2026. The rebrand highlights a digital-first banking strategy, with award-winning personal loans, high-yield savings, and checking products that reward positive financial behaviors such as on-time loan payments and regular savings contributions.
Positive
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Negative
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8-K Event Classification
4 items: 5.03, 7.01, 8.01, 9.01
4 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Effective date: June 22, 2026
Par value: $0.01 per share
New ticker symbol: HAPN
+4 more
7 metrics
Effective date
June 22, 2026
Date name change and listing transfer became effective
Par value
$0.01 per share
Common stock par value
New ticker symbol
HAPN
Nasdaq trading symbol for common stock
Loan payment cash back
2% cash back
For qualifying on-time personal loan payments from LevelUp Checking
Savings APY uplift
More than 10 times
High-yield savings APY versus national average for qualifying contributors
Member base
Five million plus members
Size of Happen Bank membership
Opening Bell event
June 30, 2026
Nasdaq Opening Bell ceremony in Times Square
Key Terms
Certificate of Amendment, Nasdaq Global Select Market, FDIC-insured, forward-looking statements, +2 more
6 terms
Certificate of Amendment regulatory
"filed a Certificate of Amendment to the Company’s Eighth Amended and Restated Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Nasdaq Global Select Market market
"transferred the listing of its common stock from the New York Stock Exchange to the Nasdaq Global Select Market"
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.
FDIC-insured financial
"Happen Bank is still the same FDIC-insured digital bank, operated by the same company and people"
"FDIC-insured" means that a bank or savings institution is protected by the Federal Deposit Insurance Corporation, which guarantees that depositors will get back their money up to a certain limit if the bank fails. This insurance provides peace of mind, similar to a safety net, ensuring that your savings are protected even if the bank encounters financial trouble. It helps build trust and confidence for people saving or investing their money in banks.
forward-looking statements regulatory
"Some of the statements in this press release, including statements regarding the benefits of our products and services, are “forward-looking statements.”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
marketplace bank model financial
"a marketplace bank model that drives value for members, loan investors, and shareholders alike"
Nasdaq Opening Bell market
"we will be ringing the Nasdaq Opening Bell at 9:30 a.m. ET"
The NASDAQ opening bell is the ceremonial signal that marks the start of the trading day on the NASDAQ stock exchange, often delivered by an audible chime or electronic signal and sometimes accompanied by company or guest appearances. It matters to investors because it signals when buy and sell orders begin executing and prices start moving—like a starting gun for a race—so news, earnings or large orders released at that moment can quickly change stock prices and market sentiment.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | |||||
| 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 22, 2026
| (Exact name of registrant as specified in its charter) | ||
Commission File Number: 001-36771
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (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:
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 class | Trading Symbol | Name of each exchange on which registered | ||||||
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
Effective as of June 22, 2026 (the “Effective Date”), Happen, Inc. (formerly known as LendingClub Corporation) (the “Company”) filed a Certificate of Amendment to the Company’s Eighth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware changing the name of the corporation from “LendingClub Corporation” to “Happen, Inc.” (the “Name Change”). The Company also amended and restated its bylaws (as amended and restated, the “Second Amended and Restated Bylaws”) to reflect the Name Change, effective as of the Effective Date. Pursuant to Delaware law, a stockholder vote was not necessary to effectuate the Name Change and the Name Change does not affect the rights of the Company’s stockholders.
The foregoing descriptions of the Certificate of Amendment and the Second Amended and Restated Bylaws are qualified in their entirety by reference to the complete texts of the Certificate of Amendment and the Second Amended and Restated Bylaws, each of which is filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure | |||||||
On June 22, 2026, the Company issued a press release (the “Press Release”) in connection with the Name Change and the Listing Change (as defined below). 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.
| Item 8.01 | Other Events | |||||||
In connection with the Name Change, the Company transferred the listing of its common stock, par value $0.01 per share (the “Common Stock”), from the New York Stock Exchange to the Nasdaq Global Select Market and changed the trading symbol for the Common Stock from “LC” to “HAPN”, effective as of market open on the Effective Date (the “Listing Change”). The Common Stock’s CUSIP number remains unchanged.
In connection with the Name Change and effective as of the Effective Date, the Company’s wholly-owned banking subsidiary also changed its name from “LendingClub Bank, National Association” to “Happen Bank, National Association”.
| Item 9.01 | Financial Statements and Exhibits | |||||||
| (d) | Exhibits | |||||||
| Exhibit Number | Exhibit Title or Description | |||||||
3.1 | Certificate of Amendment of Eighth Amended and Restated Certificate of Incorporation | |||||||
3.2 | Second Amended and Restated Bylaws of the Company | |||||||
99.1 | Press Release dated June 22, 2026 | |||||||
| 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.
| Happen, Inc. | |||||||||||
| Date: | June 22, 2026 | By: | /s/ ANDREW LABENNE | ||||||||
| Andrew LaBenne | |||||||||||
| Chief Financial Officer | |||||||||||
| (duly authorized officer) | |||||||||||
 | EXHIBIT 99.1 | |||||||
LendingClub Officially Becomes Happen Bank, Marking a New Chapter for the Digital-First Bank
Begins trading on Nasdaq under the ticker symbol “HAPN”
SAN FRANCISCO, June 22, 2026/PR Newswire/ — Happen, Inc. (Nasdaq: HAPN) https://www.multivu.com/lending-club/9384851-en-lendingclub-bank-happen-bank-digital-built-help-people-move-forward (formerly LendingClub Corporation) today announced the official launch of the Happen Bank™ brand, marking a significant milestone in its evolution into a digital bank for people who want to make more happen with their money.
Beginning today, Happen Bank’s brand comes to life at www.happen.com, its mobile app, customer communications, advertising, and more. Today also marks the first day that Happen, Inc. common stock will trade on the Nasdaq Stock Market under the HAPN ticker.
“We’ve reached an exciting milestone for our company and for the millions of members we serve,” said Scott Sanborn, CEO of Happen Bank. “Becoming Happen Bank and now trading on Nasdaq reflects how far we’ve come in building a modern digital bank designed around people’s real financial needs. The Happen Bank brand more clearly reflects the role we play in consumers’ lives: helping people make things happen with products that are smart, transparent, and easy to use.”
Happen Bank delivers:
•Award-winning unsecured personal loans for debt consolidation, home improvement, and affording life’s important moments
•Award-winning high-yield savings accounts that reward consistent saving habits
•Award-winning checking accounts offering cash back on essentials purchases and for on-time loan payments
•Lending decisions in minutes with transparent terms and no hidden fees or gotchas
•Mobile-first digital banking experiences designed for real-life moments
Happen Bank products are aligned by design to reward members for their positive financial behaviors. For example, members who have a Happen Bank personal loan have the opportunity to get 2% of their monthly payment in cash back1 for making on-time loan payments from their LevelUp Checking account – demonstrating that Happen Bank products deliver even more value when used together. And members who contribute at least $250 to their LevelUp Savings account each month – a contribution threshold designed to fit within most of our members' budgets – earn more than 10 times the national average APY.2
“Whether it’s consolidating debt, building savings, improving their credit, or planning for what’s next, we clear the way for our members to make meaningful progress and we reward their positive financial behaviors along the way,” said Mark Elliot, Chief Customer Officer of Happen Bank.
A Brand Built for Momentum
The name Happen Bank is intentional. It signals action, progress, and forward momentum.
The brand identity reflects this energy, with a dynamic wordmark and a modern visual system that stands apart from traditional banking conventions.
While the company’s name and visual identity have changed, the foundation that customers know and trust remains unchanged. Happen Bank is still the same FDIC-insured digital bank, operated by the same company and people, serving millions of members with the same commitment to helping them improve their financial lives. Existing accounts, products, login credentials, routing information, and services are unaffected.
“This isn’t just a name change – it’s a recognition of who we’ve become,” said Sanborn. “Happen Bank reflects our commitment to helping members turn intention into action and achieve meaningful financial progress.”
To mark the official launch, we will be ringing the Nasdaq Opening Bell at 9:30 a.m. ET (6:30 a.m. PT) on Tuesday, June 30, 2026, at the Nasdaq MarketSite in Times Square in New York City.
To learn more about Happen Bank and its products, visit Happen.com.
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.
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.
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.
Safe Harbor Statement
Some of the statements in this press release, including statements regarding the benefits of our products and services, 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, competition, demand for our products and services, 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 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.
Contacts
For Media: Press@happen.com
For Investors: IR@happen.com
Footnotes
1 Loan payment cash back provides members the opportunity to earn 2% cash back for qualifying payments made electronically from Happen Bank LevelUp Checking accounts if they meet all eligibility criteria as described in the applicable product terms and conditions.
2 National average source: FDIC as of 5/18/2026.
FAQ
What corporate change did Happen, Inc. (formerly LendingClub, LC) announce?
Happen, Inc. officially changed its name from LendingClub Corporation and launched the Happen Bank brand. The company updated its corporate charter and bylaws to reflect the new name while keeping customer accounts, routing information, and services unchanged for its existing members.
On which exchange does Happen, Inc. (HAPN) now trade and under what symbol?
Happen, Inc. common stock now trades on the Nasdaq Global Select Market under the ticker symbol HAPN. The listing moved from the New York Stock Exchange, while the company’s common stock CUSIP number remained the same throughout the listing change process.
How did LendingClub Bank change as part of the Happen rebrand?
LendingClub Bank, National Association, was renamed Happen Bank, National Association. The bank remains FDIC-insured and continues operating under the same company and people, serving millions of members with the same commitment to improving their financial lives through digital banking services.
What types of products does Happen Bank offer its members?
Happen Bank offers unsecured personal loans, high-yield savings accounts, and checking accounts that provide cash back on essentials and for on-time loan payments. Lending decisions are made in minutes, with transparent terms, no hidden fees, and mobile-first digital banking experiences built for everyday use.
How does Happen Bank reward positive financial behaviors?
Happen Bank products are designed to reward responsible financial actions. Members with a personal loan can earn 2% of their monthly payment in cash back for qualifying on-time payments from a LevelUp Checking account, and consistent savers can earn more than 10 times the national average savings APY.
Who does Happen Bank describe as its primary customer base?
Happen Bank focuses on the “Motivated Middle,” which it defines as high-FICO, high-income, digitally savvy consumers actively managing their financial lives. The bank emphasizes products that help these members keep more of what they earn and earn more on what they save over time.
How large is Happen Bank’s existing membership base?
Happen Bank reports serving more than five million members. These customers use its digital banking platform, personal loans, and deposit products, which are supported by advanced credit underwriting, a proprietary technology platform, and a marketplace bank model designed to deliver value at scale.