Form 8-K

8-K — Happen, Inc.

Accession: 0001409970-26-000159

Filed: 2026-07-27

Period: 2026-07-27

CIK: 0001409970

SIC: 6141 (PERSONAL CREDIT INSTITUTIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — lc-20260727.htm (Primary)

EX-99.1 (q226exhibit991er.htm)

GRAPHIC (happenbank_xlogoa.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: lc-20260727.htm · Sequence: 1

lc-20260727

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

Delaware 51-0605731

(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 class Trading Symbol Name of each exchange on which registered

Common stock, par value $0.01 per share HAPN

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 2.02 Results 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 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number Exhibit Title or Description

99.1

Press Release dated July 27, 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: July 27, 2026 By: /s/ ANDREW LABENNE

Andrew LaBenne

Chief Financial Officer

(duly authorized officer)

EX-99.1

Filename: q226exhibit991er.htm · Sequence: 2

Document

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%.

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 expense 198.1 184.5 154.7

Income before income tax expense 75.7 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.

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

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.

*****

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/Q Y/Y

Operating Highlights:

Net interest income $ 179,017 $ 176,234 $ 163,027 $ 158,439 $ 154,249 2 % 16 %

Non-interest income 83,838 76,017 103,444 107,792 94,186 10 % (11) %

Total net revenue 262,855 252,251 266,471 266,231 248,435 4 % 6 %

Provision for credit losses (10,917) 390 47,158 46,280 39,733 N/M N/M

Non-interest expense 198,115 184,533 169,284 162,713 154,718 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 $ 12,524 5 % 17 %

Loans serviced for others $ 8,231 $ 7,750 $ 7,601 $ 7,612 $ 7,185 6 % 15 %

Performance Metrics:

Net interest margin 6.14 % 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 ratio 16.9 % 17.0 % 17.4 % 18.0 % 17.5 %

Tier 1 leverage ratio 11.9 % 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.

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/Q Y/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 %

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 mortgages 146,498 — — 962 147,460 —

Secured consumer 406,339 2,378 741 157 409,615 —

Total consumer loans held for investment 4,519,351 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 mortgages 150,099 — 888 86 151,073 —

Secured consumer 257,063 3,015 596 395 261,069 —

Total consumer loans held for investment 4,007,596 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.

HAPPEN, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share and per share data)

(Unaudited)

Three Months Ended Change (%)

June 30,

2026 March 31,

2026 June 30,

2025 Q2 2026

Q1 2026 Q2 2026

Q2 2025

Interest income:

Interest on loans (1)

$ 206,397 $ 199,897 $ 174,645 3 % 18 %

Interest on securities available for sale 55,114 54,411 55,339 1 % — %

Other interest income 7,424 6,899 7,113 8 % 4 %

Total interest income $ 268,935 $ 261,207 $ 237,097 3 % 13 %

Interest expense:

Interest on deposits 89,916 84,971 82,845 6 % 9 %

Other interest expense

2 2 3 — % (33) %

Total interest expense 89,918 84,973 82,848 6 % 9 %

Net interest income 179,017 176,234 154,249 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 income 6,626 5,472 4,542 21 % 46 %

Total non-interest income 83,838 76,017 94,186 10 % (11) %

Total net revenue 262,855 252,251 248,435 4 % 6 %

Provision for credit losses (10,917) 390 39,733 N/M N/M

Non-interest expense:

Compensation and benefits 68,221 65,514 61,989 4 % 10 %

Marketing 62,580 55,415 33,580 13 % 86 %

Equipment and software 15,846 15,293 14,495 4 % 9 %

Depreciation and amortization 18,152 15,819 15,460 15 % 17 %

Professional services 11,989 11,767 10,300 2 % 16 %

Occupancy 4,982 6,391 4,787 (22) % 4 %

Other non-interest expense 16,345 14,334 14,107 14 % 16 %

Total non-interest expense 198,115 184,533 154,718 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 – Basic 115,376,906 115,400,564 114,409,231 — % 1 %

Weighted-average common shares – Diluted 117,274,710 117,333,435 115,692,969 — % 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.

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 value 3,880,678 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 investment 5,108,678 142,358 11.15 % 4,797,639 135,366 11.29 % 4,899,272 142,156 11.61 %

Total interest-earning assets 11,665,148 268,935 9.22 % 11,220,240 261,207 9.31 % 10,051,740 237,097 9.44 %

Cash and due from banks and restricted cash 25,687 26,343 38,746

Allowance for loan and lease losses (218,977) (262,466) (247,133)

Other non-interest earning assets 695,671 668,486 633,711

Total assets $ 12,167,529 $ 11,652,603 $ 10,477,064

Interest-bearing liabilities

Interest-bearing deposits (3):

Savings and money market accounts 6,897,169 61,372 3.57 % 6,694,780 58,714 3.56 % 6,152,936 58,934 3.84 %

Certificates of deposit 2,736,658 27,381 4.01 % 2,488,015 25,174 4.10 % 1,997,980 22,469 4.51 %

Checking accounts 389,934 1,163 1.20 % 393,963 1,083 1.12 % 426,107 1,442 1.36 %

Interest-bearing deposits 10,023,761 89,916 3.60 % 9,576,758 84,971 3.60 % 8,577,023 82,845 3.87 %

Other interest-bearing liabilities 220 2 3.81 % 222 2 3.79 % 220 3 4.54 %

Total interest-bearing liabilities 10,023,981 89,918 3.60 % 9,576,980 84,973 3.60 % 8,577,243 82,848 3.87 %

Noninterest-bearing deposits 343,281 334,136 282,113

Other liabilities 256,029 233,776 236,509

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 spread 5.62 % 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.

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 banks 900,810 905,905

Total cash and cash equivalents 912,767 917,654

Restricted cash 15,455 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 value 1,773,052 1,762,396

Loans held for investment at fair value

2,085,066 473,314

Loans and leases held for investment 3,186,145 4,272,812

Allowance for loan and lease losses (192,893) (275,743)

Loans and leases held for investment, net 2,993,252 3,997,069

Property, equipment and software, net 276,454 254,088

Goodwill 75,717 75,717

Other assets 370,516 368,086

Total assets $ 12,549,040 $ 11,567,816

Liabilities and Equity

Deposits:

Interest-bearing $ 10,336,236 $ 9,459,483

Noninterest-bearing 429,031 374,387

Total deposits 10,765,267 9,833,870

Other liabilities 216,308 233,518

Total liabilities 10,981,575 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 capital 1,697,357 1,719,233

Accumulated deficit (92,048) (201,799)

Accumulated other comprehensive loss (38,998) (18,160)

Total equity 1,567,465 1,500,428

Total liabilities and equity $ 12,549,040 $ 11,567,816

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 outstanding 115,407,464 115,497,890 115,368,987 115,301,440 114,740,147

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 outstanding 115,407,464 115,497,890 115,368,987 115,301,440 114,740,147

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 equity 15.1 % 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 equity 15.9 % 14.5 % 11.9 % 13.2 % 11.8 %

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