Form 8-K

8-K — Happen, Inc.

Accession: 0001409970-26-000198

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001409970

SIC: 6141 (PERSONAL CREDIT INSTITUTIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — lc-20261028.htm (Primary)

EX-99.1 (q326exhibit991er.htm)

GRAPHIC (happenbank_xlogo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: lc-20261028.htm · Sequence: 1

lc-20261028

0001409970FALSE00014099702026-10-282026-10-28

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): October 28, 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 October 28, 2026, Happen, Inc. issued a press release (the “Earnings Press Release”) regarding its financial results for the third quarter ended September 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 October 28, 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: October 28, 2026 By: /s/ ANDREW LABENNE

Andrew LaBenne

Chief Financial Officer

(duly authorized officer)

EX-99.1

Filename: q326exhibit991er.htm · Sequence: 2

Document

EXHIBIT 99.1

Happen, Inc. Reports Third Quarter 2026 Results

Record $76.8 Million Pre-Tax Income, 15.0% ROE, and 15.8% ROTCE

Grew Originations 26% Year-over-Year, Increased Diluted EPS 35% Year-over-Year to $0.50

Raising Diluted EPS and Narrowing Originations Annual Guidance Ranges

SAN FRANCISCO – October 28, 2026 – Happen, Inc. (Nasdaq: HAPN), parent company of Happen Bank, a digital bank built for the Motivated Middle, today announced financial results for the third quarter ended September 30, 2026.

“We had another great quarter, effectively navigating the dynamic rate environment to deliver record pre-tax income of $76.8 million and a return on tangible common equity of 15.8%, while growing originations 26% year-over-year to $3.3 billion,” said Scott Sanborn, CEO, Happen, Inc. “Our new brand is taking root, our core business is performing well, we continue to outperform on credit, marketplace demand remains strong. We’re also effectively delivering against each of our growth initiatives, including starting to scale into the $500 billion home improvement market.”

Third Quarter 2026 Results

Highlights:

•Delivered growth across lending businesses, resulting in a 26% increase in quarterly originations.

•Added distribution partners in the home improvement business, with a strong pipeline of interest.

•Continued multi-year credit outperformance versus competitor set, with ~40% lower delinquencies.

•Crossed $10 billion in loans sold through proprietary structured certificates programs, reflecting robust marketplace demand.

•AI-powered agent support tools led to >90% automation rate on originations and record originations efficiency.

•Ongoing execution of the Stock Repurchase and Acquisition Program, with cumulative utilization of $59 million through September.

•Won numerous prestigious awards, including Money.com’s Best Bank, Finovate’s Best Customer Experience Award, and Business Insider's America’s Most Innovative Businesses.

Balance Sheet:

•Total assets of $13.3 billion, up 20% year-over-year, primarily due to growth in loans and securities.

•Deposits of $11.5 billion, up 22% year-over-year, with 89% of deposits FDIC-insured.

•Robust available liquidity of $4.2 billion.

•Increased hedging program notional balances to $2.5 billion from $1.5 billion in the prior year.

•Strong capital position with a consolidated Tier 1 leverage ratio of 12.0% and a CET1 capital ratio of 15.7%.

•Book value per common share was $13.81, compared to $12.68 in the prior year.

•Tangible book value per common share was $13.11, compared to $11.95 in the prior year.

Financial Performance:

•Achieved $3.3 billion in origination volume, up 26% compared to the prior year, driven by the successful execution of product and marketing initiatives.

•Total net revenue of $263.2 million, compared to $266.2 million in the prior year, driven by the 2026 election of fair value option (FVO) accounting for all new originations.

•Risk-adjusted revenue of $279.1 million, up 27% compared to the prior year.

•Provision benefit of $15.9 million, compared to an expense of $46.3 million in the prior year, due to strong credit performance and the 2026 election of FVO accounting for all new originations.

•Net charge-off ratio on total loans and leases held for investment improved to 3.1%, compared to 3.4% in the prior year.

•Profit margin (pre-tax) of 29.2%, compared to 21.5% in the prior year.

•Diluted EPS increased 35% to $0.50, compared to $0.37 in the prior year.

•Return on Equity (ROE) of 15.0% with a Return on Tangible Common Equity (ROTCE) of 15.8%.

Summary Financial Highlights:

Three Months Ended

($ in millions, except per share amounts) September 30,

2026 June 30,

2026 September 30,

2025

Total net revenue $ 263.2 $ 262.9 $ 266.2

Provision for credit losses (15.9) (10.9) 46.3

Non-interest expense 202.3 198.1 162.7

Income before income tax expense 76.8 75.7 57.2

Income tax expense (17.5) (17.5) (13.0)

Net income $ 59.3 $ 58.1 $ 44.3

Diluted EPS $ 0.50 $ 0.50 $ 0.37

For a calculation of Tangible Book Value Per Common Share, Return on Tangible Common Equity and Risk-Adjusted Revenue, 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, Inc. and 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, facilitating new customer acquisition, and supporting margin expansion over time. AI-powered automation and agent support tools have already led to record personal loans originations production efficiency and an ongoing >90% automation rate for issued loans.

New Marketing Channel Investment: The company increased investments in new acquisition channels, including paid social and display, 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 26% year-over-year increase in originations in the third 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.

For financial reporting, 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

•Narrowing full year 2026 originations guidance, prioritizing unit margins in the elevated rate environment while driving 26%-27% annual growth.

•Raising full year 2026 diluted EPS guidance to $1.87-$1.92 from $1.80-$1.90, reflecting 61%-66% annual growth.

•Guidance assumes a stable consumer and interest rate environment, with a 25 basis point increase in the Fed funds rate in December.

Fourth Quarter 2026

Loan originations $3.1B to $3.2B

Diluted EPS $0.43 to $0.48

Full Year 2026

Loan originations $12.3B to $12.4B

Diluted EPS $1.87 to $1.92

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 third quarter 2026 webcast and teleconference is scheduled to begin at 2:00 p.m. Pacific Time (or 5:00 p.m. Eastern Time) on Wednesday, October 28, 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://events.q4inc.com/attendee/495409717 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.

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, Return on Tangible Common Equity (ROTCE), and Risk-Adjusted Revenue. 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.

We believe Risk-Adjusted Revenue is an important measure reflecting the credit risk-adjusted financial performance of our business operations. Risk-Adjusted Revenue is equal to Total Net Revenue less Provision for Credit Losses.

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

September 30,

2026 June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025 Q/Q Y/Y

Operating Highlights:

Net interest income $ 183,071 $ 179,017 $ 176,234 $ 163,027 $ 158,439 2 % 16 %

Non-interest income 80,089 83,838 76,017 103,444 107,792 (4) % (26) %

Total net revenue 263,160 262,855 252,251 266,471 266,231 — % (1) %

Provision for credit losses (15,930) (10,917) 390 47,158 46,280 46 % N/M

Non-interest expense 202,315 198,115 184,533 169,284 162,713 2 % 24 %

Income before income tax expense

76,775 75,657 67,328 50,029 57,238 1 % 34 %

Income tax expense

(17,499) (17,509) (15,725) (8,475) (12,964) — % 35 %

Net income $ 59,276 $ 58,148 $ 51,603 $ 41,554 $ 44,274 2 % 34 %

Diluted EPS $ 0.50 $ 0.50 $ 0.44 $ 0.35 $ 0.37 — % 35 %

Total loan originations (in millions)(1)

$ 3,336 $ 3,145 $ 2,669 $ 2,637 $ 2,656 6 % 26 %

Current period originations sold or held for sale $ 2,145 $ 2,039 $ 1,717 $ 2,090 $ 2,027 5 % 6 %

Current period originations held for investment

$ 1,192 $ 1,107 $ 952 $ 547 $ 629 8 % 90 %

Total servicing portfolio (in millions)(2)

$ 15,469 $ 14,596 $ 13,854 $ 13,423 $ 12,986 6 % 19 %

Loans serviced for others $ 8,133 $ 8,231 $ 7,750 $ 7,601 $ 7,612 (1) % 7 %

Performance Metrics:

Net interest margin 6.05 % 6.14 % 6.28 % 5.98 % 6.18 %

Profit margin(3)

29.2 % 28.8 % 26.7 % 18.8 % 21.5 %

Return on average equity (ROE)(4)

15.0 % 15.1 % 13.7 % 11.3 % 12.4 %

Return on tangible common equity (ROTCE)(5)(6)

15.8 % 15.9 % 14.5 % 11.9 % 13.2 %

Return on average total assets (ROA)(7)

1.9 % 1.9 % 1.8 % 1.5 % 1.7 %

Marketing expense as a % of loan originations(1)

2.18 % 1.99 % 2.08 % 1.73 % 1.53 %

Average balance - total loans and leases held for investment

$ 5,449,330 $ 5,108,678 $ 4,797,639 $ 4,767,573 $ 4,890,619 7 % 11 %

Net charge-offs - total loans and leases held for investment

$ 41,637 $ 40,599 $ 42,493 $ 47,852 $ 41,899 3 % (1) %

Net charge-off ratio - total loans and leases held for investment(8)

3.1 % 3.2 % 3.5 % 4.0 % 3.4 %

Capital Metrics:

Common equity Tier 1 capital ratio 15.7 % 16.9 % 17.0 % 17.4 % 18.0 %

Tier 1 leverage ratio 12.0 % 11.9 % 11.9 % 12.0 % 12.3 %

Book value per common share $ 13.81 $ 13.58 $ 13.19 $ 13.01 $ 12.68 2 % 9 %

Tangible book value per common share(6)

$ 13.11 $ 12.89 $ 12.49 $ 12.30 $ 11.95 2 % 10 %

(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 third, second and first quarters of 2026, this update included small business loan originations of $54 million, $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

September 30,

2026 June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025 Q/Q Y/Y

Balance Sheet Data:

Securities available for sale $ 3,921,057 $ 4,046,761 $ 3,867,576 $ 3,706,709 $ 3,742,304 (3) % 5 %

Loans held for sale

$ 2,063,910 $ 1,773,052 $ 1,836,121 $ 1,762,396 $ 1,213,140 16 % 70 %

Loans and leases held for investment

$ 5,734,040 $ 5,078,318 $ 4,700,990 $ 4,470,383 $ 4,573,425 13 % 25 %

Total loans and leases

$ 7,797,950 $ 6,851,370 $ 6,537,111 $ 6,232,779 $ 5,786,565 14 % 35 %

Total assets $ 13,286,814 $ 12,549,040 $ 11,939,839 $ 11,567,816 $ 11,072,515 6 % 20 %

Total deposits $ 11,481,409 $ 10,765,267 $ 10,189,511 $ 9,833,870 $ 9,388,233 7 % 22 %

Total liabilities $ 11,693,741 $ 10,981,575 $ 10,416,311 $ 10,067,388 $ 9,610,302 6 % 22 %

Total equity $ 1,593,073 $ 1,567,465 $ 1,523,528 $ 1,500,428 $ 1,462,213 2 % 9 %

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):

September 30, 2026

Current

30-59

Days 60-89

Days 90 or More

Days

Total

Guaranteed Amount (2)

Unsecured consumer $ 4,465,668 $ 22,577 $ 17,734 $ 15,884 $ 4,521,863 $ —

Residential mortgages 141,043 313 2,707 — 144,063 —

Secured consumer 498,492 3,047 874 296 502,709 —

Total consumer loans held for investment 5,105,203 25,937 21,315 16,180 5,168,635 —

Equipment finance (3)

27,264 — — 3,207 30,471 —

Commercial real estate (4)

507,133 441 1,181 5,531 514,286 49,354

Commercial and industrial

139,952 4,661 351 27,580 172,544 123,740

Total commercial loans and leases held for investment

674,349 5,102 1,532 36,318 717,301 173,094

Total loans and leases held for investment

$ 5,779,552 $ 31,039 $ 22,847 $ 52,498 $ 5,885,936 $ 173,094

December 31, 2025

Current

30-59

Days 60-89

Days 90 or More

Days

Total

Guaranteed Amount (2)

Unsecured consumer (5)

$ 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 (3)

35,973 696 — 3,088 39,757 —

Commercial real estate (4)

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. Previously, amounts included loans and leases held for investment at amortized cost only. Prior period amounts have been reclassified to conform to the current period presentation.

(2) Represents loan balances guaranteed by the Small Business Administration (SBA).

(3) Comprised of sales-type leases for equipment.

(4) Includes $332.2 million and $286.8 million in loans originated through the SBA as of September 30, 2026 and December 31, 2025, respectively.

(5) Excludes basis adjustment for loans previously designated in fair value hedges under the portfolio layer method of $1.6 million as of December 31, 2025.

HAPPEN, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share and per share data)

(Unaudited)

Three Months Ended Change (%)

September 30,

2026 June 30,

2026 September 30,

2025 Q3 2026

Q2 2026 Q3 2026

Q3 2025

Interest income:

Interest on loans (1)

$ 216,027 $ 206,397 $ 179,158 5 % 21 %

Interest on securities available for sale 55,535 55,114 56,253 1 % (1) %

Other interest income 6,740 7,424 6,390 (9) % 5 %

Total interest income $ 278,302 $ 268,935 $ 241,801 3 % 15 %

Interest expense:

Interest on deposits 95,226 89,916 83,221 6 % 14 %

Other interest expense

5 2 141 150 % (96) %

Total interest expense 95,231 89,918 83,362 6 % 14 %

Net interest income 183,071 179,017 158,439 2 % 16 %

Non-interest income:

Origination fees (2)

173,220 164,006 105,731 6 % 64 %

Servicing fees (2)

13,585 12,890 17,000 5 % (20) %

Gain on sales of loans (2)

19,608 21,461 17,799 (9) % 10 %

Net fair value adjustments (2)

(131,409) (121,145) (38,375) (8) % (242) %

Other non-interest income 5,085 6,626 5,637 (23) % (10) %

Total non-interest income 80,089 83,838 107,792 (4) % (26) %

Total net revenue 263,160 262,855 266,231 — % (1) %

Provision for credit losses (15,930) (10,917) 46,280 46 % N/M

Non-interest expense:

Compensation and benefits 64,529 68,221 60,830 (5) % 6 %

Marketing 72,763 62,580 40,712 16 % 79 %

Equipment and software 17,500 15,846 13,465 10 % 30 %

Depreciation and amortization 17,062 18,152 16,879 (6) % 1 %

Professional services 10,889 11,989 10,922 (9) % — %

Occupancy 3,644 4,982 5,245 (27) % (31) %

Other non-interest expense 15,928 16,345 14,660 (3) % 9 %

Total non-interest expense 202,315 198,115 162,713 2 % 24 %

Income before income tax expense

76,775 75,657 57,238 1 % 34 %

Income tax expense

(17,499) (17,509) (12,964) — % 35 %

Net income $ 59,276 $ 58,148 $ 44,274 2 % 34 %

Net income per share:

Basic EPS $ 0.51 $ 0.50 $ 0.39 2 % 31 %

Diluted EPS $ 0.50 $ 0.50 $ 0.37 — % 35 %

Weighted-average common shares – Basic 115,504,531 115,376,906 114,961,676 — % — %

Weighted-average common shares – Diluted 117,582,278 117,274,710 118,188,124 — % (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

September 30, 2026

Three Months Ended

June 30, 2026

Three Months Ended

September 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 $ 737,780 $ 6,740 3.65 % $ 825,029 $ 7,424 3.60 % $ 603,777 $ 6,390 4.23 %

Securities available for sale at fair value 3,921,959 55,535 5.66 % 3,880,678 55,114 5.68 % 3,564,732 56,253 6.31 %

Loans held for sale at fair value

1,997,284 70,840 14.19 % 1,850,763 64,039 13.84 % 1,198,581 37,628 12.56 %

Loans held for investment at fair value

2,483,948 65,642 10.57 % 1,667,694 46,540 11.16 % 552,848 15,319 11.08 %

Loans and leases held for investment at amortized cost:

Unsecured consumer loans

2,012,504 65,449 13.01 % 2,438,480 80,830 13.26 % 3,268,142 110,151 13.48 %

Commercial and secured consumer loans

952,878 14,096 5.92 % 1,002,504 14,988 5.98 % 1,069,629 16,060 6.01 %

Loans and leases held for investment at amortized cost

2,965,382 79,545 10.73 % 3,440,984 95,818 11.14 % 4,337,771 126,211 11.64 %

Total loans and leases held for investment 5,449,330 145,187 10.66 % 5,108,678 142,358 11.15 % 4,890,619 141,530 11.58 %

Total interest-earning assets 12,106,353 278,302 9.20 % 11,665,148 268,935 9.22 % 10,257,709 241,801 9.43 %

Cash and due from banks and restricted cash 29,847 25,687 29,655

Allowance for loan and lease losses (176,759) (218,977) (260,744)

Other non-interest earning assets 677,799 695,671 638,821

Total assets $ 12,637,240 $ 12,167,529 $ 10,665,441

Interest-bearing liabilities

Interest-bearing deposits:

Savings and money market accounts 7,151,790 65,027 3.61 % 6,897,169 61,372 3.57 % 6,442,649 61,782 3.80 %

Certificates of deposit 2,894,338 29,042 3.98 % 2,736,658 27,381 4.01 % 1,851,320 19,990 4.28 %

Checking accounts 384,163 1,157 1.19 % 389,934 1,163 1.20 % 406,494 1,449 1.41 %

Interest-bearing deposits 10,430,291 95,226 3.62 % 10,023,761 89,916 3.60 % 8,700,463 83,221 3.79 %

Other interest-bearing liabilities 435 5 3.87 % 220 2 3.81 % 12,174 141 4.61 %

Total interest-bearing liabilities 10,430,726 95,231 3.62 % 10,023,981 89,918 3.60 % 8,712,637 83,362 3.80 %

Noninterest-bearing deposits 331,612 343,281 291,231

Other liabilities 291,797 256,029 237,035

Total liabilities $ 11,054,135 $ 10,623,291 $ 9,240,903

Total equity $ 1,583,105 $ 1,544,238 $ 1,424,538

Total liabilities and equity $ 12,637,240 $ 12,167,529 $ 10,665,441

Interest rate spread 5.58 % 5.62 % 5.63 %

Net interest income and net interest margin $ 183,071 6.05 % $ 179,017 6.14 % $ 158,439 6.18 %

(1) Consolidated presentation reflects intercompany eliminations.

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

HAPPEN, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and Per Share Amounts)

(Unaudited)

September 30,

2026 December 31,

2025

Assets

Cash and due from banks $ 14,781 $ 11,749

Interest-bearing deposits in banks 762,949 905,905

Total cash and cash equivalents 777,730 917,654

Restricted cash 15,326 12,783

Securities available for sale at fair value ($4,020,262 and $3,733,780 at amortized cost, respectively)

3,921,057 3,706,709

Loans held for sale at fair value 2,063,910 1,762,396

Loans held for investment at fair value

3,139,008 473,314

Loans and leases held for investment 2,746,928 4,272,812

Allowance for loan and lease losses (151,896) (275,743)

Loans and leases held for investment, net 2,595,032 3,997,069

Property, equipment and software, net 276,997 254,088

Goodwill 75,717 75,717

Other assets 422,037 368,086

Total assets $ 13,286,814 $ 11,567,816

Liabilities and Equity

Deposits:

Interest-bearing $ 11,094,328 $ 9,459,483

Noninterest-bearing 387,081 374,387

Total deposits 11,481,409 9,833,870

Other liabilities 212,332 233,518

Total liabilities 11,693,741 10,067,388

Equity

Common stock, $0.01 par value; 180,000,000 shares authorized; 115,395,673 and 115,368,987 shares issued and outstanding, respectively

1,154 1,154

Additional paid-in capital 1,695,854 1,719,233

Accumulated deficit (32,772) (201,799)

Accumulated other comprehensive loss (71,163) (18,160)

Total equity 1,593,073 1,500,428

Total liabilities and equity $ 13,286,814 $ 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

September 30,

2026 June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025

GAAP common equity $ 1,593,073 $ 1,567,465 $ 1,523,528 $ 1,500,428 $ 1,462,213

Less: Goodwill (75,717) (75,717) (75,717) (75,717) (75,717)

Less: Customer relationship intangible assets

(3,963) (4,492) (5,039) (5,685) (8,206)

Tangible common equity $ 1,513,393 $ 1,487,256 $ 1,442,772 $ 1,419,026 $ 1,378,290

Book value per common share

GAAP common equity $ 1,593,073 $ 1,567,465 $ 1,523,528 $ 1,500,428 $ 1,462,213

Common shares issued and outstanding 115,395,673 115,407,464 115,497,890 115,368,987 115,301,440

Book value per common share $ 13.81 $ 13.58 $ 13.19 $ 13.01 $ 12.68

Tangible book value per common share

Tangible common equity $ 1,513,393 $ 1,487,256 $ 1,442,772 $ 1,419,026 $ 1,378,290

Common shares issued and outstanding 115,395,673 115,407,464 115,497,890 115,368,987 115,301,440

Tangible book value per common share $ 13.11 $ 12.89 $ 12.49 $ 12.30 $ 11.95

Return On Tangible Common Equity

For the three months ended

September 30,

2026 June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025

Average GAAP common equity

$ 1,583,105 $ 1,544,238 $ 1,507,711 $ 1,473,356 $ 1,424,538

Less: Average goodwill (75,717) (75,717) (75,717) (75,717) (75,717)

Less: Average customer relationship intangible assets (4,228) (4,766) (5,362) (6,031) (6,722)

Average tangible common equity $ 1,503,160 $ 1,463,755 $ 1,426,632 $ 1,391,608 $ 1,342,099

Return on average equity

Annualized GAAP net income $ 237,104 $ 232,592 $ 206,412 $ 166,216 $ 177,096

Average GAAP common equity $ 1,583,105 $ 1,544,238 $ 1,507,711 $ 1,473,356 $ 1,424,538

Return on average equity 15.0 % 15.1 % 13.7 % 11.3 % 12.4 %

Return on tangible common equity

Annualized GAAP net income $ 237,104 $ 232,592 $ 206,412 $ 166,216 $ 177,096

Average tangible common equity

$ 1,503,160 $ 1,463,755 $ 1,426,632 $ 1,391,608 $ 1,342,099

Return on tangible common equity 15.8 % 15.9 % 14.5 % 11.9 % 13.2 %

Risk-Adjusted Revenue

For the three months ended

September 30,

2026 June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025

Total net revenue $ 263,160 $ 262,855 $ 252,251 $ 266,471 $ 266,231

Less: Provision for credit losses (15,930) (10,917) 390 47,158 46,280

Risk-adjusted revenue $ 279,090 $ — $ 273,772 $ — $ 251,861 $ — $ 219,313 $ — $ 219,951

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