Happen, Inc. Reports Third Quarter 2026 Results

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, Oct. 28, 2026 /PRNewswire/ -- 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:

Balance Sheet:

Financial Performance:

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)

(13.0)

Net income

$ 59.3

$ 58.1

$ 44.3

Diluted EPS

$ 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 Bank TM, 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

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:

[email protected]

Media Contact:

[email protected]

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 12 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

$ 0.44

$ 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 %

1.8 %

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 %

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

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

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

$ 0.37

— %

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

3.87 %

220

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

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

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)

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)

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

SOURCE Happen, Inc.