Happen reports Q3 2026 results

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.^{1 1}A copy of the Earnings Press Release is attached as Exhibit 99.1 to this Form 8-K.¹

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")², 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.

(d) Exhibits

Exhibit

Number Exhibit Title or Description

99.1³

Press Release dated October 28, 2026³

104 Cover Page Interactive Data File³ (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)

Happen, Inc. Reports Third Quarter 2026 Results

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-year⁶, primarily due to growth in loans and securities.

• Deposits of $11.5 billion, up 22% year-over-year⁷, 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%.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 year⁶, 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 year⁴, 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% t o $0.50, compared to $0.37 in the prior year.⁵

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

Summary Financial Highlights:

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, custo