Happen HAPN
Happen reports $59.28M net income
- Form
- 10-Q
- Filed
- Importance
- Notable
- Accession
- 0001409970-26-000201
- Net income: $59.28 million for three months ended Sep 30, 2026
- Diluted EPS: $0.50 for three months ended Sep 30, 2026
- Cash and equivalents: $793.06 million as of Sep 30, 2026
Written from the 10-Q on EDGAR. AI can make mistakes. Check the filing.
What changed
11 changes since the June 2026 10-Q
Compared with the 10-Q 0001409970-26-000163, filed Jul 30, 2026.
New legal mention
These include lawsuits and regulatory exams, investigations, inquiries and enforcement actions.
From the filings
Now
These include lawsuits and regulatory exams, investigations, inquiries and enforcement actions.Cash down 15% from Jun 30
$793M, was $928M.
From the filings
Before
$928MNow
$793MNet income up 1.9% from Jun 30
$59.3M, was $58.1M.
From the filings
Before
$58.1MNow
$59.3MTotal increase in interest expense on interest-bearing liabilities $ 4,673 $ 640 $ 5,313
Adds "increase in interest expense on"; drops "10,023,981 89,918 3.60 % 9,576,980 84,973 3.60 % 8,577,243 82,848 3.87 %".
From the filings
Before
Total interest-bearing liabilities 10,023,981 89,918 3.60 % 9,576,980 84,973 3.60 % 8,577,243 82,848 3.87 %Now
Total increase in interest expense on interest-bearing liabilities $ 4,673 $ 640 $ 5,313Total increase (decrease) in interest income on interest-earning assets $ 128,643 $ (31,156) $ 97,487
Adds "increase (decrease) in interest income on"; drops "11,665,148 268,935 9.22 % 11,220,240 261,207 9.31 % 10,051,740 237,097 9.44 %".
From the filings
Before
Total interest-earning assets 11,665,148 268,935 9.22 % 11,220,240 261,207 9.31 % 10,051,740 237,097 9.44 %Now
Total increase (decrease) in interest income on interest-earning assets $ 128,643 $ (31,156) $ 97,487Total increase (decrease) in interest expense on interest-bearing liabilities $ 41,711 $ (19,901) $ 21,810
Adds "increase (decrease) in interest expense on"; drops "10,023,981 89,918 3.60 % 9,576,980 84,973 3.60 % 8,577,243 82,848 3.87 %".
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Total interest-bearing liabilities 10,023,981 89,918 3.60 % 9,576,980 84,973 3.60 % 8,577,243 82,848 3.87 %Now
Total increase (decrease) in interest expense on interest-bearing liabilities $ 41,711 $ (19,901) $ 21,810Sequential: Servicing fees were $13.6 million and $12.9 million for the third and second quarters of 2026…
Adds "$13.6"; drops "$12.9".
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Before
Sequential: Servicing fees were $12.9 million and $13.1 million for the second and first quarters of 2026, respectively, a decrease of 2%. The decrease was primarily driven by an increase in fair value amortization of the servicing asset, partially offset by higher servicing fees as a result of an increase in the average principal balance of loans serviced.Now
Sequential: Servicing fees were $13.6 million and $12.9 million for the third and second quarters of 2026, respectively, an increase of 5%. The increase was primarily driven by a lower market servicing rate, which resulted in an increase in the fair value of the servicing asset. The increase was partially offset by a reversal of the servicing asset related to the purchase of a portfolio of loans in the third quarter of 2026 that we previously originated and sold as well as higher fair value amortization of the servicing asset due to higher prepayments.Sequential: Gain on sales of loans was $19.6 million and $21.5 million for the third and second quarters of…
Adds "Gain on sales of loans was $19.6"; drops "Servicing fees were $12.9".
From the filings
Before
Sequential: Servicing fees were $12.9 million and $13.1 million for the second and first quarters of 2026, respectively, a decrease of 2%. The decrease was primarily driven by an increase in fair value amortization of the servicing asset, partially offset by higher servicing fees as a result of an increase in the average principal balance of loans serviced.Now
Sequential: Gain on sales of loans was $19.6 million and $21.5 million for the third and second quarters of 2026, respectively, a decrease of 9%. The decrease was primarily driven by the decrease in the volume of loans sold, partially offset by a higher servicing asset value due to a lower market servicing rate.The increases in negative net fair value adjustments were primarily driven by a higher volume of loans…
Adds "negative"; drops "greater".
From the filings
Before
The increases in net fair value adjustments were primarily driven by a higher volume of loans originated under the fair value option, resulting in greater initial fair value marks, as well as recurring fair value adjustments on a higher balance of loans measured at fair value.Now
The increases in negative net fair value adjustments were primarily driven by a higher volume of loans originated under the fair value option, resulting in larger initial negative fair value marks, as well as recurring negative fair value adjustments on a higher balance of loans measured at fair value. These increases were partially offset by $12 million of fair value gains from one-time items in the third quarter of 2026, primarily related to the purchase of a portfolio of loans that we previously originated and sold. In addition, increases in fair value losses resulting from higher benchmark rates were primarily offset by fair value gains on our hedging derivatives.Total provision for credit losses $ (15,930) $ (10,917) $ 46,280 $ (26,457) $ 144,162
New paragraph in MD&A.
From the filings
Now
Total provision for credit losses $ (15,930) $ (10,917) $ 46,280 $ (26,457) $ 144,162September 30, 2026 June 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025
Adds "September 30, 2026 June 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025"; drops "Checking accounts 389,934 1,163 1.20 % 393,963 1,083 1.12 % 426,107 1,442 1.36 %".
From the filings
Before
Checking accounts 389,934 1,163 1.20 % 393,963 1,083 1.12 % 426,107 1,442 1.36 %Now
September 30, 2026 June 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025
Show the redline
Section by section. Added words and removed words against the earlier filing.
Cover page 2 changes
3 unchanged paragraphs
For the quarterly period ended June September 30, 2026
19 unchanged paragraphs
As of July 17, October 16, 2026, there were 115,407,464 115,202,539 shares of the registrant s common stock outstanding.
1 unchanged paragraph
Financial statements 150 changes
2 unchanged paragraphs
Cash and due from banks $ 11,957 14,781 $ 11,749
Interest-bearing deposits in banks 900,810 762,949 905,905
Total cash and cash equivalents 912,767 777,730 917,654
Securities available for sale at fair value ($ 4,103,026 4,020,262 and $ 3,733,780 at amortized cost, respectively)
Loans held for sale at fair value 1,773,052 2,063,910 1,762,396
2 unchanged paragraphs
Allowance for loan and lease losses ( 192,893 151,896 ) ( 275,743 )
1 unchanged paragraph
Property, equipment and software, net 276,454 276,997 254,088
1 unchanged paragraph
Total assets $ 12,549,040 $ 11,567,816
Total assets $ 13,286,814 $ 11,567,816
1 unchanged paragraph
Interest-bearing $ 10,336,236 $ 9,459,483
Noninterest-bearing 429,031 374,387
Total deposits 10,765,267 9,833,870
Total liabilities 10,981,575 10,067,388
Interest-bearing $ 11,094,328 $ 9,459,483
Noninterest-bearing 387,081 374,387
Total deposits 11,481,409 9,833,870
Total liabilities 11,693,741 10,067,388
Common stock, $ 0.01 par value; 180,000,000 shares authorized; 115,407,464 115,395,673 and 115,368,987 shares issued and outstanding, respectively
1 unchanged paragraph
Accumulated deficit ( 92,048 ) ( 201,799 )
Accumulated deficit ( 32,772 ) ( 201,799 )
Accumulated other comprehensive loss ( 38,998 71,163 ) ( 18,160 )
Total equity 1,567,465 1,593,073 1,500,428
Total liabilities and equity $ 12,549,040 13,286,814 $ 11,567,816
3 unchanged paragraphs
June 30, Six Months Ended
September 30, Nine Months Ended
1 unchanged paragraph
Other interest income 7,424 7,113 14,323 16,719
Total interest income 268,935 237,097 530,142 469,156
Interest on deposits 89,916 82,845 174,887 164,945
Interest on securities available for sale 55,114 55,339 109,525 111,619 55,535 56,253 165,060 167,872
Other interest income 6,740 6,390 21,063 23,109
Total interest income 278,302 241,801 808,444 710,957
Interest on deposits 95,226 83,221 270,113 248,166
1 unchanged paragraph
Total interest expense 89,918 82,848 174,891 164,950
Net interest income 179,017 154,249 355,251 304,206
Total interest expense 95,231 83,362 270,122 248,312
Net interest income 183,071 158,439 538,322 462,645
4 unchanged paragraphs
Other non-interest income 6,626 4,542 12,098 6,653
Total non-interest income 83,838 94,186 159,855 161,940
Total net revenue 262,855 248,435 515,106 466,146
Provision for credit losses ( 10,917 ) 39,733 ( 10,527 ) 97,882
Other non-interest income 5,085 5,637 17,183 12,290
Total non-interest income 80,089 107,792 239,944 269,732
Total net revenue 263,160 266,231 778,266 732,377
Provision for credit losses ( 15,930 ) 46,280 ( 26,457 ) 144,162
1 unchanged paragraph
Compensation and benefits 68,221 61,989 133,735 120,378
Marketing 62,580 33,580 117,995 62,819
Equipment and software 15,846 14,495 31,139 29,139
Depreciation and amortization 18,152 15,460 33,971 29,369
Professional services 11,989 10,300 23,756 20,064
Occupancy 4,982 4,787 11,373 9,132
Other non-interest expense 16,345 14,107 30,679 27,684
Total non-interest expense 198,115 154,718 382,648 298,585
Compensation and benefits 64,529 60,830 198,264 181,208
Marketing 72,763 40,712 190,758 103,531
Equipment and software 17,500 13,465 48,639 42,604
Depreciation and amortization 17,062 16,879 51,033 46,248
Professional services 10,889 10,922 34,645 30,986
Occupancy 3,644 5,245 15,017 14,377
Other non-interest expense 15,928 14,660 46,607 42,344
Total non-interest expense 202,315 162,713 584,963 461,298
1 unchanged paragraph
Net income $ 58,148 $ 38,178 $ 109,751 $ 49,849
Basic EPS $ 0.50 $ 0.33 $ 0.95 $ 0.44
Diluted EPS $ 0.50 $ 0.33 $ 0.94 $ 0.43
Weighted-average common shares Basic 115,376,906 114,409,231 115,388,669 114,053,292
Net income $ 59,276 $ 44,274 $ 169,027 $ 94,123
Basic EPS $ 0.51 $ 0.39 $ 1.46 $ 0.82
Diluted EPS $ 0.50 $ 0.37 $ 1.44 $ 0.81
Weighted-average common shares Basic 115,504,531 114,961,676 115,427,714 114,359,414
Weighted-average common shares Diluted 117,274,710 115,692,969 117,304,006 115,936,910 117,582,278 118,188,124 117,397,188 116,690,642 (1) Prior period amounts have been reclassified to conform to the current period presentation. See Note 1. Summary of Significant Accounting Policies for additional information.
2 unchanged paragraphs
June 30, Six Months Ended
Net income $ 58,148 $ 38,178 $ 109,751 $ 49,849
Other comprehensive loss:
Net unrealized loss on securities available for sale ( 13,662 ) ( 4,294 ) ( 27,672 ) ( 811 )
Income tax effect 3,375 538 6,834 ( 951 )
Other comprehensive loss, net of tax ( 10,287 ) ( 3,756 ) ( 20,838 ) ( 1,762 )
September 30, Nine Months Ended
Net income $ 59,276 $ 44,274 $ 169,027 $ 94,123
Other comprehensive gain (loss):
Net unrealized gain (loss) on securities available for sale ( 42,414 ) 11,167 ( 70,086 ) 10,356
Income tax effect 10,249 ( 2,862 ) 17,083 ( 3,813 )
6 unchanged paragraphs
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and 70 more changes in the filing
Notes to the financial statements 2 changes
4 unchanged paragraphs
The Company s significant accounting policies are discussed in Part II Item 8. Financial Statements and Supplementary Data Note 1. Summary of Significant Accounting Policies in the Annual Report. There have been no changes to these significant accounting policies for the six nine months ended June September 30, 2026.
1 unchanged paragraph
The Company did not adopt new accounting standards during the six nine months ended June September 30, 2026.
3 unchanged paragraphs
Note 2: Earnings Per Share 10 changes
1 unchanged paragraph
June 30, Six Months Ended
Weighted-average common shares Basic 115,376,906 114,409,231 115,388,669 114,053,292
Basic EPS $ 0.50 $ 0.33 $ 0.95 $ 0.44
Weighted-average common shares Diluted 117,274,710 115,692,969 117,304,006 115,936,910
Diluted EPS $ 0.50 $ 0.33 $ 0.94 $ 0.43
September 30, Nine Months Ended
Weighted-average common shares Basic 115,504,531 114,961,676 115,427,714 114,359,414
Basic EPS $ 0.51 $ 0.39 $ 1.46 $ 0.82
Weighted-average common shares Diluted 117,582,278 118,188,124 117,397,188 116,690,642
Diluted EPS $ 0.50 $ 0.37 $ 1.44 $ 0.81
Note 3: Securities Available for Sale 14 changes
1 unchanged paragraph
U.S. agency securities 81,467 ( 11,185 ) 70,282
Mortgage-backed securities 59,188 16 ( 5,398 ) 53,806
Municipal securities 3,205 ( 527 ) 2,678
June September 30, 2026 Amortized
Senior asset-backed securities related to Structured Program transactions (1) $ 3,280,272 $ 3,115 $ ( 19,385 ) $ $ 3,264,002
Other asset-backed securities related to Structured Program transactions (2) (1)
U.S. agency residential mortgage-backed securities 277,218 235 304,076 ( 34,078 48,464 ) 243,375 255,612
U.S. agency securities 81,469 ( 15,345 ) 66,124
Mortgage-backed securities 58,468 ( 7,650 ) 50,818
Municipal securities 3,199 ( 846 ) 2,353
2 unchanged paragraphs
Senior asset-backed securities related to Structured Program transactions (1) (2)
Other asset-backed securities related to Structured Program transactions (2) (1)
5 unchanged paragraphs
(2) (1) As of June September 30, 2026 and December 31, 2025, $ 226.7 224.5 million and $ 200.0 million, respectively, of the other asset-backed securities related to Structured Program transactions at fair value are subject to restrictions on transfer pursuant to the Company s obligations as a sponsor under the U.S. Risk Retention Rules.
(1) (2) Excludes the basis adjustment for securities previously designated in fair value hedges under the portfolio layer method. See Note 7. Derivative Instruments and Hedging Activities for additional information.
Note 4: Loans 15 changes
1 unchanged paragraph
June September 30, 2026 December 31, 2025
Loans held for sale at fair value $ 1,773,052 2,063,910 $ 1,762,396
Loans held for investment at fair value 2,085,066 3,139,008 473,314
Total loans at fair value 3,858,118 5,202,918 2,235,710
Loans and leases held for investment at amortized cost, net 2,993,252 2,595,032 3,997,069
Total loans and leases $ 6,851,370 7,797,950 $ 6,232,779
3 unchanged paragraphs
Residential mortgages 147,460 151,073
June September 30, 2026 December 31, 2025
Residential mortgages 144,063 151,073
Secured consumer 190,778 161,778 261,045
3 unchanged paragraphs
Commercial and industrial 147,441 142,392 157,018
2 unchanged paragraphs
Allowance for loan and lease losses ( 192,893 151,896 ) ( 275,743 )
2 unchanged paragraphs
(2) Includes $ 279.6 281.1 million and $ 286.8 million in loans originated through the Small Business Administration (SBA) as of June September 30, 2026 and December 31, 2025, respectively.
(3) As of both June September 30, 2026 and December 31, 2025, the Commercial Real Estate (CRE) office loan balance was under $ 35 million.
(4) A ccrued interest receivable is excluded from the amortized cost basis of loans and leases HFI and is reported within Other assets on the Balance Sheet . Net accrued interest receivable related to loans and leases HFI at amortized cost was $ 13.4 11.5 million and $ 17.9 million as of June September 30, 2026 and December 31, 2025, respectively .
Note 6: Structured Program Transactions and Variable Interest Entities 23 changes
The Company s VIEs relate to its Structured Program transactions. As of both June September 30, 2026 and December 31, 2025, the Company did not consolidate any VIEs. Accordingly, holders of the related securities can look only to the assets of the VIEs that issued the securities and there is no direct recourse to the Company s assets.
1 unchanged paragraph
Other assets 61,786 53,660
June September 30, 2026 December 31, 2025
Securities available for sale at fair value $ 3,651,874 3,522,265 $ 3,311,780
Other assets 64,831 53,660
Total assets 3,713,660 3,587,096 3,365,440
2 unchanged paragraphs
Total net assets (maximum loss exposure) $ 3,713,660 3,587,096 $ 3,364,417
2 unchanged paragraphs
June 30, Six Months Ended
September 30, Nine Months Ended
1 unchanged paragraph
Cash $ 453,853 $ 182,675 $ 869,951 $ 331,054
Net securities retained from Structured Program transactions 746,700 531,509 1,381,832 880,511
Other assets, net 14,605 10,682 27,190 16,656
Total consideration 1,215,158 724,866 2,278,973 1,228,221
Fair value of loans sold ( 1,201,218 ) ( 715,210 ) ( 2,253,004 ) ( 1,213,268 )
Cash $ 400,835 $ 365,603 $ 1,270,786 $ 696,657
Net securities retained from Structured Program transactions 485,056 656,136 1,866,888 1,536,647
Other assets, net 11,521 12,090 38,711 28,746
Total consideration 897,412 1,033,829 3,176,385 2,262,050
Fair value of loans sold ( 886,310 ) ( 1,022,384 ) ( 3,139,314 ) ( 2,235,652 )
2 unchanged paragraphs
Servicing and other administrative fees $ 12,178 $ 8,850 $ 23,528 $ 17,746
Servicing and other administrative fees $ 13,074 $ 9,311 $ 36,602 $ 27,057
Interest received on securities retained from Structured Program transactions $ 50,747 51,621 $ 50,147 51,058 $ 101,743 153,364 $ 101,281 152,339 (1) Consists primarily of servicing assets recognized at the time of loan sale, less any transaction costs, and excludes origination fees and fair value adjustments recognized prior to the sale.
As of June September 30, 2026, the aggregate unpaid principal balance attributable to off-balance sheet loans held by unconsolidated VIEs was $ 5.2 5.3 billion, of which $ 67.7 84.7 million was 30 days or more past due. As of December 31, 2025, the aggregate unpaid principal balance attributable to off-balance sheet loans held by unconsolidated VIEs was $ 4.4 billion, of which $ 64.9 million was 30 days or more past due. For such loans, the Company would only
Note 7: Derivative Instruments and Hedging Activities 11 changes
2 unchanged paragraphs
During the first quarter of 2026, the Company voluntarily de-designated all of its interest rate swaps previously designated as fair value hedges. Following de-designation, changes in the fair value of these derivatives as well as the associated interest settlements are recorded in Net fair value adjustments on the Income Statement, and the remaining unamortized basis adjustments on the previously hedged items are were amortized through interest income over the remaining life of the underlying instruments. As of June September 30, 2026, the remaining unamortized basis adjustment totaled $ 0.4 million for previously hedged unsecured consumer loans and $ 0.1 million for adjustments on the previously hedged AFS securities. items have been fully amortized.
1 unchanged paragraph
June September 30, 2026 December 31, 2025
6 unchanged paragraphs
Interest rate caps 775,000 7,801 12,302 325,000 528
3 unchanged paragraphs
June 30, Six Months Ended
September 30, Nine Months Ended
1 unchanged paragraph
Interest rate contracts: (2)
Fair value adjustments 15,115 ( 456 ) 21,379 ( 526 )
Interest rate settlements (2)
Total interest rate contracts (3)
1 unchanged paragraph
(2) Recorded in Net fair value adjustments on the Income Statement.
(2) Includes accrued interest receivable and payable.
Note 8: Property, Equipment and Software, Net 10 changes
1 unchanged paragraph
June September 30, 2026 December 31, 2025
1 unchanged paragraph
Leasehold improvements 10,157 30,686
Leasehold improvements 9,994 30,686
Furniture and fixtures 4,469 4,483 5,554
Total property, equipment and software 383,689 400,563 383,443
Accumulated depreciation and amortization ( 107,235 123,566 ) ( 129,355 )
Total property, equipment and software, net $ 276,454 276,997 $ 254,088 (1) Includes $ 36.0 41.2 million and $ 28.3 million of development in progress for internally-developed software and $ 6.9 7.5 million and $ 6.8 million of development in progress to customize purchased software as of June September 30, 2026 and December 31, 2025, respectively.
(2) Includes $ 7.7 million of building improvements in progress as of December 31, 2025.
Depreciation and amortization expense on property, equipment and software was $ 15.4 16.3 million and $ 30.5 46.8 million for the second third quarter and first half nine months of 2026, respectively. Depreciation and amortization expense on property, equipment and software was $ 14.8 16.0 million and $ 27.9 43.9 million for the second third quarter and first half nine months of 2025, respectively.
The Company recognized impairment expense of $ 2.1 million on its internally-developed software for the second quarter and first half nine months of 2026. This was recorded within Depreciation and amortization expense on the Income Statement. No impairment expense was recorded for the second third quarter of 2026 or third quarter and first half nine months of 2025.
Note 9: Goodwill and Intangible Assets 7 changes
The Company s goodwill balance was $ 75.7 million as of both June September 30, 2026 and December 31, 2025. The Company did no t record any goodwill impairment expense during the second third quarters and first halves nine months of 2026 and 2025. Goodwill is not amortized, but is subject to annual impairment tests that are performed in the fourth quarter of each calendar year. For additional detail, see Part II Item 8. Financial Statements and Supplementary Data Note 1. Summary of Significant Accounting Policies in the Annual Report.
2 unchanged paragraphs
June September 30, 2026 December 31, 2025
1 unchanged paragraph
Accumulated amortization ( 50,457 ) ( 49,071 )
Accumulated amortization ( 51,082 ) ( 49,071 )
Net carrying value $ 6,033 5,408 $ 7,419
Amortization expense associated with intangible assets for the second third quarter and first half nine months of 2026 was $ 0.6 million and $ 1.4 2.0 million, respectively. Amortization expense associated with intangible assets for the second third quarter and first half nine months of 2025 was $ 0.7 0.9 million and $ 1.5 2.4 million, respectively. There was no impairment loss for the second third quarters and first halves nine months of 2026 and 2025.
The expected future amortization expense for intangible assets as of June September 30, 2026, is as follows:
Note 10: Other Assets 7 changes
1 unchanged paragraph
June September 30, 2026 December 31, 2025
2 unchanged paragraphs
Accrued interest receivable 52,729 43,918
Nonmarketable equity investments 49,153 49,950 48,462
Operating lease assets 9,403 8,461 12,942
1 unchanged paragraph
Other 128,297 93,860
Total other assets $ 370,516 422,037 $ 368,086
1 unchanged paragraph
(2) Loans underlying servicing assets had a total outstanding principal balance of $ 8.3 8.2 billion and $ 7.6 billion as of June September 30, 2026 and December 31, 2025, respectively.
1 unchanged paragraph
Note 11: Deposits 11 changes
1 unchanged paragraph
June September 30, 2026 December 31, 2025
1 unchanged paragraph
Savings and money market accounts $ 7,059,536 7,338,616 $ 6,599,737
1 unchanged paragraph
Checking accounts 417,861 425,324
Total 10,336,236 9,459,483
Total deposits $ 10,765,267 $ 9,833,870
Checking accounts 410,129 425,324
Total 11,094,328 9,459,483
Noninterest-bearing deposits 429,031 387,081 374,387
Total deposits $ 11,481,409 $ 9,833,870
Total certificates of deposit at June September 30, 2026 are scheduled to mature as follows:
1 unchanged paragraph
(1) C ertificates of deposit in excess of the FDIC insurance limit of $250 thousand per account holder totaled $ 163.6 168.6 million at June September 30, 2026.
Note 12: Borrowings 4 changes
The Company did no t have any debt outstanding as of June September 30, 2026 or December 31, 2025.
1 unchanged paragraph
June September 30, 2026 December 31, 2025
3 unchanged paragraphs
FRB Discount Window $ 3,446,444 3,507,526 $ 4,489,394 4,607,077 $ 3,294,827 $ 4,245,845
(1) As of June September 30, 2026, the Company had $ 4.5 4.6 billion in loans pledged under the Federal Reserve System (FRB) Discount Window, and $ 467.7 469.2 million in loans and $ 375.6 379.9 million in securities available for sale at fair value pledged to the Federal Home Loan Bank ( FHLB) of Des Moines.
1 unchanged paragraph
Note 13: Other Liabilities 4 changes
1 unchanged paragraph
June September 30, 2026 December 31, 2025
Accounts payable and accrued expenses $ 83,540 94,253 $ 87,341
2 unchanged paragraphs
Operating lease liabilities 11,369 10,341 15,826
Total other liabilities $ 216,308 212,332 $ 233,518
2 unchanged paragraphs
Note 14: Equity 1 change
On November 4, 2025, the Company s Board of Directors approved a program to repurchase and acquire up to $ 100 million of the Company s common stock through December 31, 2026. During the six nine months ended June September 30, 2026, the Company repurchased 1,221,938 1,718,407 shares of Happen, Inc. common stock on the open market at an average price of $ 16.68 16.61 per share and retired those shares upon repurchase.
Note 15: Income Taxes 6 changes
The following table summarizes the Company s net deferred tax assets:
June 30, 2026 December 31, 2025
Deferred tax assets, net of liabilities $ 139,730 $ 144,206
Valuation allowance ( 48,047 ) ( 48,047 )
Deferred tax assets, net of valuation allowance $ 91,683 $ 96,159
For the second third quarter and first half nine months of 2026, the Company recorded an income tax expense of $ 17.5 million and $ 33.2 50.7 million, respectively, representing an effective tax rate of 23.1 22.8 % and 23.2 23.1 %, respectively. For the second third quarter and first half nine months of 2025, the Company recorded an income tax expense of $ 15.8 13.0 million and $ 19.8 32.8 million, respectively, representing an effective tax rate of 29.3 22.6 % and 28.5 25.8 %, respectively. The effective tax rate differs from the federal statutory rate primarily due to state taxes, the favorable impact of recurring items such as tax credits, the unfavorable impact of the non-deductible portions of executive compensation, and the net discrete impact of stock-based compensation. The decrease in the effective tax rate period over period for the first nine months of 2026 compared to the first nine months of 2025 was primarily driven by the discrete tax expense recognized in the second quarter of 2025 related to the revaluation of the Company s deferred tax assets following the enactment of California Senate Bill 132 on June 27, 2025, and the reduction in the overall effective state tax rate resulting from the law s requirement that banks and financial companies use a single-sales-factor apportionment formula, effective for tax years beginning in 2025.
Note 16: Leases 16 changes
Following the expiration of its prior headquarters lease, the Company relocated its headquarters in April 2026 to an office building in San Francisco, California that it purchased in the previous year.
The Company has various operating leases for office space in the Salt Lake City, Utah area, Boston, Massachusetts, and New York, New York, with remaining lease terms ranging from approximately two one to three years as of June September 30, 2026.
Balance sheet information related to leases was as follows:
ROU Assets and Lease Liabilities Balance Sheet Classification September 30, 2026 December 31, 2025
Operating lease assets Other assets $ 8,461 $ 12,942
Operating lease liabilities Other liabilities $ 10,341 $ 15,826
Net lease costs were $ 1.2 million and $ 5.6 million during the third quarter and first nine months of 2026, respectively. Such costs are recorded within Occupancy expense on the Income Statement. Net lease costs were $ 2.7 million and $ 8.2 million during the third quarter and first nine months of 2025, respectively.
The Company s future minimum undiscounted lease payments under operating leases as of September 30, 2026 were as follows:
Operating Lease Payments
Total lease payments $ 11,200
Discount effect ( 859 )
Present value of future minimum lease payments $ 10,341
The weighted-average remaining lease term and discount rate used in the calculation of the Company s operating lease assets and liabilities were as follows:
Lease Term and Discount Rate September 30, 2026 December 31, 2025
Weighted-average remaining lease term (in years) 2.31 2.64
Weighted-average discount rate 4.33 % 4.56 %
Note 17: Commitments and Contingencies 4 changes
5 unchanged paragraphs
Based on information available to the Company as of the date of this Report, the Company does not believe that the resolution of the pending claims will have a material adverse effect on its financial position, results of operations or cash flows.
As of June September 30, 2026 and December 31, 2025, the contractual amount of unfunded lending commitments totaled $ 122.6 136.8 million and $ 98.2 million, respectively, of which $ 35.2 29.9 million and $ 52.0 million, respectively, are commitments for loans (at amortized cost) to be funded. See Note 4. Loans for additional detail related to the reserve for unfunded lending commitments.
The Company is subject to various claims brought in a litigation or regulatory context. These include lawsuits and regulatory exams, investigations, inquiries and enforcement actions. In the past, the Company has successfully resolved such matters in a manner that was not material to its results of financial operations in any period and that did not materially limit the Company s ability to conduct its business. However, no assurances can be given as to the timing, outcome or consequences of these matters or other similar matters if, or as, they arise.
The Company is subject to various claims brought In a litigation or regulatory context. These include lawsuits and regulatory exams, investigations, or inquiries. In accordance with applicable accounting standards, the Company accrues for costs related to contingencies when a loss from such claims is probable and the amount of loss can be reasonably estimated. In determining whether a loss from a claim is probable and the loss can be reasonably estimated, the Company reviews and evaluates its litigation and regulatory matters on at least a quarterly basis in light of potentially relevant factual and legal developments. If the Company determines an unfavorable outcome is not probable or the amount of loss cannot be reasonably estimated, the Company does not accrue for a potential litigation loss. In those situations, the Company discloses an estimate or range of the reasonably possible losses, if such estimates can be made. At this time, the Company does
Note 18: Regulatory Requirements 1 change
1 unchanged paragraph
These requirements establish required minimum ratios for Common Equity Tier 1 (CET1) risk-based capital, Tier 1 risk-based capital, total risk-based capital and a Tier 1 leverage ratio; set risk-weighting for assets and certain other items for purposes of the risk-based capital ratios; and define what qualifies as capital for purposes of meeting the capital requirements. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company. The minimum capital requirements under the Basel Committee on Banking Supervision standardized approach for U.S. banking organizations (Basel III) capital framework are: a CET1 risk-based capital ratio of 4.5%, a Tier 1 risk-based capital ratio of 6.0%, a total risk-based capital ratio of 8.0%, and a Tier 1 leverage ratio of 4.0%. Additionally, a capital conservation buffer of 2.5% must be maintained above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases, and certain discretionary bonus payments. In addition to these guidelines, the regulators assess any particular institution s capital adequacy based on numerous factors and may require a particular banking organization to maintain capital at levels higher than the generally applicable minimums prescribed under the Basel III capital framework. The Federal Deposit Insurance Act provides for a system of prompt corrective action (PCA). The PCA framework provides for capitalization categories ranging from well-capitalized to critically undercapitalized. An institution s PCA category is determined primarily by its regulatory capital ratios. The PCA requires remedial actions and imposes limitations that become increasingly stringent as its PCA capitalization category declines, including the ability to accept and/or rollover brokered deposits. At June September 30, 2026 and December 31, 2025, the Company s and Happen Bank s regulatory capital ratios exceeded the thresholds required to be regarded as well-capitalized institutions and met all capital adequacy requirements to which they are subject. There have been no events or conditions since June September 30, 2026 that management believes would change the Company s categorization.
MD&A 620 changes
7 unchanged paragraphs
Management s Discussion and Analysis of Financial Condition and Results of Operations (Tabular Amounts in Thousands, Except Share and Per Share Data and Amounts, Ratios, or as Noted)
4 unchanged paragraphs
We delivered several financial achievements in the second third quarter of 2026, including total net revenue of $262.9 million, an increase of 6% compared to the same period in the prior year. record pre-tax income. This growth was primarily driven by an increase in loan origination volume, an increase in loan sales and loan sale pricing, as well as higher net interest income due to an increase in total interest-earning assets, as well as s trong credit performance . Net income grew to $58.1 $59.3 million, with diluted EPS of $0.50, compared to $38.2 $44.3 million, with diluted EPS of $0.33, $0.37, in the prior year.
2 unchanged paragraphs
six months ended June 30,
Net interest income $ 179,017 $ 176,234 $ 154,249 $ 355,251 $ 304,206
Non-interest income 83,838 76,017 94,186 159,855 161,940
Total net revenue 262,855 252,251 248,435 515,106 466,146
Provision for credit losses (10,917) 390 39,733 (10,527) 97,882
Non-interest expense 198,115 184,533 154,718 382,648 298,585
Income before income tax expense 75,657 67,328 53,984 142,985 69,679
Income tax expense (17,509) (15,725) (15,806) (33,234) (19,830)
Net income $ 58,148 $ 51,603 $ 38,178 $ 109,751 $ 49,849
nine months ended September 30,
Net interest income $ 183,071 $ 179,017 $ 158,439 $ 538,322 $ 462,645
Non-interest income 80,089 83,838 107,792 239,944 269,732
Total net revenue 263,160 262,855 266,231 778,266 732,377
Provision for credit losses (15,930) (10,917) 46,280 (26,457) 144,162
Non-interest expense 202,315 198,115 162,713 584,963 461,298
Income before income tax expense 76,775 75,657 57,238 219,760 126,917
Income tax expense (17,499) (17,509) (12,964) (50,733) (32,794)
Net income $ 59,276 $ 58,148 $ 44,274 $ 169,027 $ 94,123
Diluted EPS $ 0.50 $ 0.44 0.50 $ 0.33 0.37 $ 0.94 1.44 $ 0.43 0.81
4 unchanged paragraphs
Loans serviced for others $ 8,231 8,133 $ 7,750 8,231 $ 7,185 7,612
Management s Discussion and Analysis of Financial Condition and Results of Operations (Tabular Amounts in Thousands, Except Share and Per Share Data and Amounts, Ratios, or as Noted)
1 unchanged paragraph
six months ended June 30,
nine months ended September 30,
1 unchanged paragraph
Net interest margin 6.14 % 6.28 6.05 % 6.14 % 6.21 6.18 % 6.05 6.15 % 6.10 %
7 unchanged paragraphs
Common equity tier 1 capital ratio 16.9 15.7 % 17.0 16.9 % 17.5 18.0 %
Tier 1 leverage ratio 11.9 12.0 % 11.9 % 12.2 12.3 %
Book value per common share $ 13.58 13.81 $ 13.19 13.58 $ 12.25 12.68
13 unchanged paragraphs
Total assets $ 12,549,040 $ 11,939,839 $ 10,775,333
Total liabilities $ 10,981,575 $ 10,416,311 $ 9,369,298
Total assets $ 13,286,814 $ 12,549,040 $ 11,072,515
Total liabilities $ 11,693,741 $ 10,981,575 $ 9,610,302
Total equity $ 1,567,465 1,593,073 $ 1,523,528 1,567,465 $ 1,406,035 1,462,213
(1) As of June September 30, 2026, Federal Deposit Insurance Corporation (FDIC)-insured deposits represent approximately 88% 89% of total deposits.
Management s Discussion and Analysis of Financial Condition and Results of Operations (Tabular Amounts in Thousands, Except Share and Per Share Data and Amounts, Ratios, or as Noted)
2 unchanged paragraphs
June September 30, 2026 Current
1 unchanged paragraph
Unsecured consumer (2)
Residential mortgages 146,498 962 147,460
Secured consumer 406,339 2,378 741 157 409,615
Total consumer loans held for investment 4,519,351 22,102 16,990 15,505 4,573,948
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) (2)
Commercial real estate (4) (3)
5 unchanged paragraphs
Unsecured consumer (2) (4)
3 unchanged paragraphs
Equipment finance (3) (2)
Commercial real estate (4) (3)
4 unchanged paragraphs
(3) (2) Comprised of sales-type leases for equipment.
(4) (3) Includes $309.9 $332.2 million and $286.8 million in loans originated through the SBA as of June September 30, 2026 and December 31, 2025, respectively.
(2) (4) Excludes basis adjustment for loans previously designated in fair value hedges under the portfolio layer method of $0.4 million and $1.6 million as of June 30, 2026 and December 31, 2025. respectively.
1 unchanged paragraph
Management s Discussion and Analysis of Financial Condition and Results of Operations (Tabular Amounts in Thousands, Except Share and Per Share Data and Amounts, Ratios, or as Noted)
3 unchanged paragraphs
Interest on loans $ 206,397 $ 199,897 $ 174,645 3 % 18 %
Other interest income 7,424 6,899 7,113 8 % 4 %
Total interest income 268,935 261,207 237,097 3 % 13 %
Interest on deposits 89,916 84,971 82,845 6 % 9 %
Other interest expense 2 2 3 % (33) %
Total interest expense 89,918 84,973 82,848 6 % 9 %
Net interest income 179,017 176,234 154,249 2 % 16 %
Interest on loans $ 216,027 $ 206,397 $ 179,158 5 % 21 %
Interest on securities available for sale 55,535 55,114 54,411 55,339 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 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 %
1 unchanged paragraph
Origination fees 164,006 130,088 87,578 26 % 87 %
Servicing fees 12,890 13,113 16,395 (2) % (21) %
Gain on sales of loans 21,461 16,269 13,540 32 % 59 %
Net fair value adjustments (121,145) (88,925) (27,869) (36) % (335) %
Other non-interest income 6,626 5,472 4,542 21 % 46 %
Total non-interest income 83,838 76,017 94,186 10 % (11) %
Total net revenue 262,855 252,251 248,435 4 % 6 %
Provision for credit losses (10,917) 390 39,733 N/M N/M
Origination fees 173,220 164,006 105,731 6 % 64 %
Servicing fees 13,585 12,890 17,000 5 % (20) %
Gain on sales of loans 19,608 21,461 17,799 (9) % 10 %
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and 540 more changes in the filing
Controls and procedures 3 changes
1 unchanged paragraph
The Company s management evaluated, with the participation of the Company s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the effectiveness of the Company s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June September 30, 2026. In designing and evaluating its disclosure controls and procedures, the Company s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance, not absolute assurance, of achieving the desired control objectives, and is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation, the Company s CEO and CFO concluded that the Company s disclosure controls and procedures as of June September 30, 2026 were designed and functioned effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC s rules and forms, and (ii) accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
1 unchanged paragraph
No change in the Company s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the second third quarter of 2026, that has materially affected, or is reasonably likely to materially affect, the Company s internal control over financial reporting.
Unregistered sales of stock 8 changes
We did not have any unregistered sales of equity securities during the three months ended June September 30, 2026.
2 unchanged paragraphs
The following table sets forth information on Happen, Inc. s share repurchase activity for the second third quarter of 2026 (dollars in millions, except per share data):
4 unchanged paragraphs
April 1 April 30, 2026 186,387 $ 16.08 186,387 $ 58.6
May 1 May 31, 2026 189,942 $ 16.12 189,942 $ 51.4
June 1 June 30, 2026 98,802 $ 17.49 98,802 $ 49.7
July 1 July 31, 2026 5,006 $ 17.99 5,006 $ 49.6
August 1 August 31, 2026 84,544 $ 18.40 84,544 $ 47.2
September 1 September 30, 2026 406,919 $ 16.02 406,919 $ 40.6 (1) In May August 2026, we utilized $4.1 $0.9 million to hold back 261,458 50,083 shares of our common stock at an average per share price of $15.63 $18.25 to satisfy applicable tax withholding obligations in connection with the vesting of restricted units held by our employees. Since the inception of the program in November 2025 through June September 30, 2026, we have utilized a total of $50.3 $59.4 million of the $100 million authorization under the Repurchase and Acquisition Program to acquire a total of 2,991,083 3,537,635 shares of our common stock at an average per share price of $16.81 $16.78 (inclusive of the amount held back to satisfy applicable tax withholding obligations).
Other information 14 changes
1 unchanged paragraph
The following table shows the trading arrangements intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) adopted by the Company s directors and executive officers during the second quarter of 2026:
Aggregate Number of Shares to be Sold
Fergal Stack , Principal Accounting Officer
May 5, 2026 November 6, 2026 Up to 115,000
Jordan Cheng , General Counsel and Corporate Secretary
May 7, 2026 February 5, 2027 Up to 16,800
Erin Selleck , Director
June 2, 2026 June 4, 2027 Up to 15,379 (1)
(1) The aggregate number of shares to be sold pursuant to this trading arrangement includes shares from outstanding restricted stock units that are subject to applicable service-based vesting conditions.
Ninth Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws
On June 2, 2026, the Company convened its annual meeting of stockholders at which the Company s stockholders approved (i) an amendment of the Company s Eighth Amended and Restated Certificate of Incorporation, as amended (the Certificate of Incorporation), to phase in declassification of the Company s Board of Directors (the Declassification Amendment) and (ii) an amendment of the Company s Certificate of Incorporation to remove the supermajority voting requirements to amend the Certificate of Incorporation or for the Company s stockholders to amend the Company s bylaws (the Supermajority Voting Amendment). The Declassification Amendment and the Supermajority Voting Amendment had each previously been approved, subject to stockholder approval, by the Company s Board of Directors.
On July 28, 2026, the Company filed a Ninth Amended and Restated Certificate of Incorporation (the Ninth Amended and Restated Certificate) with the Secretary of State of the State of Delaware to (i) effectuate the Declassification Amendment and the Supermajority Voting Amendment and (ii) incorporate a previous amendment to the Company s Certificate of Incorporation changing the name of the corporation from LendingClub Corporation to Happen, Inc. . The foregoing description of the Ninth Amended and Restated Certificate is qualified in its entirety by reference to the complete text of the Ninth Amended and Restated Certificate, which is filed as Exhibit 3.2 to this Report and is incorporated herein by reference.
Effective July 28, 2026, the Company also amended and restated its bylaws (as amended and restated, the Third Amended and Restated Bylaws) to make revisions consistent with the Declassification Amendment. The foregoing description of the Third Amended and Restated Bylaws is qualified in its entirety by reference to the complete text of the Third Amended and Restated Bylaws, which is filed as Exhibit 3.4 to this Report and is incorporated herein by reference.
Other than disclosed above, During the second third quarter of 2026, none of the Company s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.
Unchanged: Exhibits, Forward-looking statements, Note 1: Summary of Significant Accounting Policies, Note 5: Fair Value Measurements, Note 19: Segment Reporting, Market risk, Legal proceedings, Risk factors, Defaults on senior securities, Mine Safety Disclosures
Compared by code from the two filings' text and XBRL. Not advice.
The reading, claim by claim
- The filing explains that on June 22, 2026, the company changed its name from LendingClub Corporation to Happen, Inc., and its banking subsidiary became Happen Bank, National Association.
- For the quarter ended September 30, 2026, Happen reported revenue of $263.2 million and net income of $59.3 million.
- The income statement shows net interest income of $183,071 thousand for the three months ended September 30, 2026, against $158,439 thousand a year earlier.
- Total non-interest income was $80,089 thousand, compared with $107,792 thousand.
- Diluted EPS was $0.50, compared with $0.37.
- Marketing expense was $72,763 thousand, and the provision for credit losses was ($15,930) thousand, compared with $46,280 thousand in the 2025 quarter.
- The balance sheet shows total assets of $13,286,814 thousand at September 30, 2026, against $11,567,816 thousand at December 31, 2025.
- Total deposits were $11,481,409 thousand and total equity was $1,593,073 thousand.
- For the nine months, net income was $169,027 thousand.
9 of 9 claims matched the filing text.
From the filing's financial data, not stated in its text
From this 10-Q's financial data (XBRL) for the quarter ended September 30, 2026
- The financial statements source gives a net margin of 22.5% and a revenue change of -1.2% from a year earlier.
From the filing
Item 6.
Exhibits
Signatures
Glossary
The following is a list of common acronyms and terms Happen, Inc. regularly uses in its financial reporting:
ACL Allowance for Credit Losses (includes the allowance for loan and lease losses, allowance for securities available for sale and the reserve for unfunded lending commitments)
AFS Available for Sale
ALLL Allowance for Loan and Lease Losses
Annual Report Annual Report on Form 10-K for the year ended December 31, 2025
ASU Accounting Standards Update
AUM Assets Under Management (outstanding balances of Loan Originations serviced on the Company's platform including loans sold to investors as well as loans retained by the Company)
Balance Sheet Condensed Consolidated Balance Sheets
CET1 Capital Ratio Common Equity Tier 1 capital divided by total risk-weighted assets as defined under the Basel III capital framework
DCF Discounted Cash Flow
EPS Earnings Per Share
Exchange Act Securities Exchange Act of 1934, as amended
FRB or Federal Reserve Board of Governors of the Federal Reserve System and, as applicable, Federal Reserve Bank(s)
GAAP Accounting Principles Generally Accepted in the United States of America
Happen Bank Happen Bank, National Association
Happen, Inc., the Company, we, us, or our Happen, Inc. and its subsidiaries
HFI Loans which are retained by the Company and held for investment
HFS Held for sale loans expected to be sold to investors
Income Statement Condensed Consolidated Statements of Income
Loan Originations Unsecured consumer loans, secured consumer auto loans and small business loans originated by the Company or facilitated by third-party issuing banks
N/M Not meaningful
Parent Happen, Inc. (the Parent Company of Happen Bank, National Association and other subsidiaries)
SEC United States Securities and Exchange Commission
Securities Act Securities Act of 1933, as amended
Statement of Cash Flow
Condensed Consolidated Statements of Cash Flows
Structured Program transactions Asset-backed securitization transactions where certain accredited investors and qualified institutional buyers have the opportunity to invest in securities backed by a pool of unsecured consumer loans
Total Capital Ratio Total capital, which includes Common Equity Tier 1 capital, Tier 1 capital and allowance for credit losses and qualifying subordinated debt that qualifies as Tier 2 capital, divided by total risk-weighted assets as defined under the Basel III capital framework
Unsecured consumer loans
Unsecured consumer loans originated on the Company's platforms, including an online direct to consumer platform (unsecured personal loans) and platforms connected with networks of education and patient finance providers and home improvement merchants and contractors (purchase finance loans)
VIE Variable Interest Entity
HAPPEN, INC.
On June 22, 2026, we changed our corporate name from LendingClub Corporation to Happen, Inc.1 In connection with the corporate name change, we also changed the name of our wholly-owned banking subsidiary from LendingClub Bank, National Association to Happen Bank, National Association (Happen Bank).1 We do not distinguish between our prior and current names and refer to our current names throughout this Quarterly Report on Form 10-Q. As such, unless expressly indicated or as the context requires otherwise, as used herein, "Happen, Inc.," "Company," "we," "us," and "our," refer to Happen, Inc., a Delaware corporation, and, where appropriate, its consolidated subsidiaries, including Happen Bank, and various entities established to facilitate loan sale transactions under Happen, Inc.'s Structured Program.
Forward-looking Statements
This Quarterly Report on Form 10-Q (Report) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). Forward-looking statements in this Report include, without limitation, statements regarding borrowers, credit scoring, our strategy, future operations, expected losses, future financial position, future revenue, projected costs, prospects, plans, objectives of management, expected market growth and the impact on our business. You can identify these forward-looking statements by words such as "anticipate," "appear," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "intend," "may," "opportunity," "outlook," "plan," "predict," "project," "should," "strategy," "target," "will," "would," or similar expressions.
These forward-looking statements include, among other things, statements about:
• our compliance, and that of third-party partners or providers, with applicable local, state and federal laws, regulations and regulatory developments or court decisions affecting our business;
• the impact of accounting standards, policies, elections or methodologies;
• the results of examinations of us by regulatory authorities and the possibility that any such regulatory authority may, among other things, require us to limit our business activities, increase our allowance for loan losses, increase our capital levels, or affect our ability to borrow funds or maintain or increase deposits;
• our ability to effectively manag
Item 1. Financial Statements
HAPPEN, INC.
Condensed Consolidated Balance Sheets
| 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 at amortized cost | 2,746,928 | 4,272,812 |
| Allowance for loan and lease losses | (151,896) | (275,743) |
| Loans and leases held for investment at amortized cost, 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 assets7 | $13,286,8147 | $11,567,8167 |
| Liabilities and Equity | ||
| Deposits: | ||
| Interest-bearing | $11,094,328 | $9,459,483 |
| Noninterest-bearing | 387,081 | 374,387 |
| Total deposits8 | 11,481,4098 | 9,833,8708 |
| 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 equity8 | 1,593,0738 | 1,500,4288 |
| Total liabilities and equity | $13,286,814 | $11,567,816 |
See Notes to Condensed Consolidated Financial Statements.
HAPPEN, INC.
Condensed Consolidated Statements of Income
| Three Months Ended | September 30, Nine Months Ended | |||
|---|---|---|---|---|
| September 30, 2026 | 2025 | 2026 | 2025 | |
| Interest income: | ||||
| Interest on loans (1) | $216,027 | $179,158 | $622,321 | $519,976 |
| Interest on securities available for sale | 55,535 | 56,253 | 165,060 | 167,872 |
| Other interest income | 6,740 | 6,390 | 21,063 | 23,109 |
| Total interest income | 278,302 | 241,801 | 808,444 | 710,957 |
| Interest expense: | ||||
| Interest on deposits | 95,226 | 83,221 | 270,113 | 248,166 |
| Other interest expense | 5 | 141 | 9 | 146 |
| Total interest expense | 95,231 | 83,362 | 270,122 | 248,312 |
| Net interest income3 | 183,0713 | 158,4393 | 538,3223 | 462,6453 |
| Non-interest income: | ||||
| Origination fees (1) | 173,220 | 105,731 | 467,314 | 263,253 |
| Servicing fees (1) | 13,585 | 17,000 | 39,588 | 46,143 |
| Gain on sales of loans (1) | 19,608 | 17,799 | 57,338 | 43,541 |
| Net fair value adjustments (1) | (131,409) | (38,375) | (341,479) | (95,495) |
| Other non-interest income | 5,085 | 5,637 | 17,183 | 12,290 |
| Total non-interest income4 | 80,0894 | 107,7924 | 239,9444 | 269,7324 |
| Total net revenue2 | 263,1602 | 266,231 | 778,266 | 732,377 |
| Provision for credit losses6 | (15,930)6 | 46,2806 | (26,457)6 | 144,1626 |
| Non-interest expense: | ||||
| Compensation and benefits | 64,529 | 60,830 | 198,264 | 181,208 |
| Marketing6 | 72,7636 | 40,7126 | 190,7586 | 103,5316 |
| Equipment and software | 17,500 | 13,465 | 48,639 | 42,604 |
| Depreciation and amortization | 17,062 | 16,879 | 51,033 | 46,248 |
| Professional services | 10,889 | 10,922 | 34,645 | 30,986 |
| Occupancy | 3,644 | 5,245 | 15,017 | 14,377 |
| Other non-interest expense | 15,928 | 14,660 | 46,607 | 42,344 |
| Total non-interest expense | 202,315 | 162,713 | 584,963 | 461,298 |
| Income before income tax expense | 76,775 | 57,238 | 219,760 | 126,917 |
| Income tax expense | (17,499) | (12,964) | (50,733) | (32,794) |
| Net income9 | $59,2769 | $44,2749 | $169,0279 | $94,1239 |
| Earnings per share: | ||||
| Basic EPS | $0.51 | $0.39 | $1.46 | $0.82 |
| Diluted EPS5 | $0.505 | $0.375 | $1.445 | $0.815 |
| Weighted-average common shares – Basic | 115,504,531 | 114,961,676 | 115,427,714 | 114,359,414 |
| Weighted-average common shares – Diluted | 117,582,278 | 118,188,124 | 117,397,188 | 116,690,642 |
(1) Prior period amounts have been reclassified to conform to the current period presentation. See " Note 1. Summary of Significant Accounting Policies " for additional information.
See Notes to Condensed Consolidated Financial Statements.
HAPPEN, INC.
Condensed Consolidated Statements of Comprehensive Income
| Three Months Ended | September 30, Nine Months Ended | |||
|---|---|---|---|---|
| September 30, 2026 | 2025 | 2026 | 2025 | |
| Net income | $59,276 | $44,274 | $169,027 | $94,123 |
| Other comprehensive gain (loss): | ||||
| Net unrealized gain (loss) on securities available for sale | (42,414) | 11,167 | (70,086) | 10,356 |
| Income tax effect | 10,249 | (2,862) | 17,083 | (3,813) |
| Other comprehensive gain (loss), net of tax | (32,165) | 8,305 | (53,003) | 6,543 |
| Total comprehensive income | $27,111 | $52,579 | $116,024 | $100,666 |
See Notes to Condensed Consolidated Financial Statements.
HAPPEN, INC.
Condensed Consolidated Statements of Changes in Equity
| Common Stock Additional | ||||||
|---|---|---|---|---|---|---|
| Paid-in | ||||||
| Capital Accumulated Other | ||||||
| Comprehensive | ||||||
| Loss Accumulated | ||||||
| Deficit Total | ||||||
| Equity | ||||||
| Shares Amount | ||||||
| Balance at June 30, 2026 | 115,407,464 | $1,154 | $1,697,357 | $(38,998) | $(92,048) | $1,567,465 |
| Stock-based compensation | — | — | 7,590 | — | — | 7,590 |
| Net issuances under equity incentive plans | 484,678 | 4 | (918) | — | — | (914) |
| Share repurchases | (496,469) | (4) | (8,175) | — | — | (8,179) |
| Net unrealized loss on securities available for sale, net of tax | — | — | — | (32,165) | — | (32,165) |
| Net income | — | — | — | — | 59,276 | 59,276 |
| Balance at September 30, 2026 | 115,395,673 | $1,154 | $1,695,854 | $(71,163) | $(32,772) | $1,593,073 |
| Common Stock Additional | ||||||
| Paid-in | ||||||
| Capital Accumulated Other | ||||||
| Comprehensive | ||||||
| Loss | ||||||
| Accumulated | ||||||
| Deficit Total | ||||||
| Equity | ||||||
| Shares Amount | ||||||
| Balance at December 31, 2025 | 115,368,987 | $1,154 | $1,719,233 | $(18,160) | $(201,799) | $1,500,428 |
| Stock-based compensation | — | — | 24,090 | — | — | 24,090 |
| Net issuances under equity incentive plans | 1,745,093 | 17 | (18,886) | — | — | (18,869) |
| Share repurchases | (1,718,407) | (17) | (28,583) | — | — | (28,600) |
| Net unrealized loss on securities available for sale, net of tax | — | — | — | (53,003) | — | (53,003) |
| Net income | — | — | — | — | 169,027 | 169,027 |
| Balance at September 30, 2026 | 115,395,673 | $1,154 | $1,695,854 | $(71,163) | $(32,772) | $1,593,073 |
Common Stock Additional
Paid-in
Capital Accumulated Other
Comprehensive
Loss
Accumulated
Deficit Total
Equity
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