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PR Newswire · Press release

Happen, Inc. Reports Third Quarter 2026 Results

Happen, Inc.NASDAQ:HAPN
Industry FINSubject ERN

Original release from PR Newswire

As distributed by PR Newswire, unedited.


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.

Happen, Inc. Logo

"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 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



$    0.50



$    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

vs

Q2 2026



Q3 2026

vs

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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SOURCE Happen, Inc.

Originally published by PR Newswire.

Source: Happen, Inc.

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