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EXHIBIT 99.1
                                    

Happen, Inc. Reports Third Quarter 2026 Results
Record $76.8 Million Pre-Tax Income, 15.0% ROE, and 15.8% ROTCE
Grew Originations 26% Year-over-Year, Increased Diluted EPS 35% Year-over-Year to $0.50
Raising Diluted EPS and Narrowing Originations Annual Guidance Ranges

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

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

Third Quarter 2026 Results

Highlights:
•Delivered growth across lending businesses, resulting in a 26% increase in quarterly originations.
•Added distribution partners in the home improvement business, with a strong pipeline of interest.
•Continued multi-year credit outperformance versus competitor set, with ~40% lower delinquencies.
•Crossed $10 billion in loans sold through proprietary structured certificates programs, reflecting robust marketplace demand.
•AI-powered agent support tools led to >90% automation rate on originations and record originations efficiency.
•Ongoing execution of the Stock Repurchase and Acquisition Program, with cumulative utilization of $59 million through September.
•Won numerous prestigious awards, including Money.com’s Best Bank, Finovate’s Best Customer Experience Award, and Business Insider's America’s Most Innovative Businesses.

Balance Sheet:
•Total assets of $13.3 billion, up 20% year-over-year, primarily due to growth in loans and securities.
•Deposits of $11.5 billion, up 22% year-over-year, with 89% of deposits FDIC-insured.
•Robust available liquidity of $4.2 billion.
•Increased hedging program notional balances to $2.5 billion from $1.5 billion in the prior year.
•Strong capital position with a consolidated Tier 1 leverage ratio of 12.0% and a CET1 capital ratio of 15.7%.
•Book value per common share was $13.81, compared to $12.68 in the prior year.
•Tangible book value per common share was $13.11, compared to $11.95 in the prior year.

Financial Performance:
•Achieved $3.3 billion in origination volume, up 26% compared to the prior year, driven by the successful execution of product and marketing initiatives.
•Total net revenue of $263.2 million, compared to $266.2 million in the prior year, driven by the 2026 election of fair value option (FVO) accounting for all new originations.
•Risk-adjusted revenue of $279.1 million, up 27% compared to the prior year.
•Provision benefit of $15.9 million, compared to an expense of $46.3 million in the prior year, due to strong credit performance and the 2026 election of FVO accounting for all new originations.
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•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 expense202.3 198.1 162.7 
Income before income tax expense76.8 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.
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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.

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Contacts
For Investors:
IR@happen.com
Media Contact:
Press@happen.com

Non-GAAP Financial Measures
To supplement our financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: Tangible Book Value (TBV) Per Common Share, Return on Tangible Common Equity (ROTCE), and Risk-Adjusted Revenue. Our non-GAAP financial measures do have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP.

We believe these non-GAAP financial measures provide management and investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and enable comparison of our financial results with other public companies.

We believe TBV Per Common Share is an important measure used to evaluate the company’s use of equity. TBV Per Common Share is a non-GAAP financial measure representing tangible common equity for the period (common equity reduced by goodwill and customer relationship intangible assets), divided by the ending number of common shares issued and outstanding.

We believe ROTCE is an important measure because it reflects the company's ability to generate income from its core assets. ROTCE is a non-GAAP financial measure calculated by dividing annualized net income by the average tangible common equity for the applicable period.

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

For a reconciliation of such measures to the nearest GAAP measures, please refer to the tables on page 11 of this release.

Safe Harbor Statement
Some of the statements above, including statements regarding our entry into home improvement financing, our AI initiatives, the impact of the transition to fair value option accounting and anticipated future performance and financial results, are “forward-looking statements.” The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these identifying words. Factors that could cause actual results to differ materially from those contemplated by these forward-looking statements include: our loan performance, our ability to continue to attract and retain new and existing borrowers and marketplace investors (including retaining long-term investors through the duration of their expected partnership and achieving the anticipated level of purchases); competition; overall economic conditions; our ability to integrate acquired technology; the interest rate and/or regulatory environment; default rates and those factors set forth in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, as well as in our subsequent filings with the Securities and Exchange Commission. Actual results or events could differ materially from the plans, intentions and expectations disclosed in forward-looking statements, and you should not place undue reliance on forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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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/QY/Y
Operating Highlights:
Net interest income$183,071 $179,017 $176,234 $163,027 $158,439 2 %16 %
Non-interest income80,089 83,838 76,017 103,444 107,792 (4)%(26)%
Total net revenue263,160 262,855 252,251 266,471 266,231 — %(1)%
Provision for credit losses(15,930)(10,917)390 47,158 46,280 46 %N/M
Non-interest expense202,315 198,115 184,533 169,284 162,713 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$12,9866 %19 %
Loans serviced for others$8,133$8,231$7,750$7,601$7,612(1)%7 %
Performance Metrics:
Net interest margin6.05 %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 ratio15.7 %16.9 %17.0 %17.4 %18.0 %
Tier 1 leverage ratio12.0 %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.
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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/QY/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 %



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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 mortgages141,043 313 2,707 — 144,063 — 
Secured consumer498,492 3,047 874 296 502,709 — 
Total consumer loans held for investment5,105,203 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 mortgages150,099 — 888 86 151,073 — 
Secured consumer257,063 3,015 596 395 261,069 — 
Total consumer loans held for investment4,007,596 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.
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HAPPEN, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share data)
(Unaudited)
Three Months EndedChange (%)
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 sale55,535 55,114 56,253 1 %(1)%
Other interest income6,740 7,424 6,390 (9)%5 %
Total interest income$278,302 $268,935 $241,801 3 %15 %
Interest expense:
Interest on deposits95,226 89,916 83,221 6 %14 %
Other interest expense
5 2 141 150 %(96)%
Total interest expense95,231 89,918 83,362 6 %14 %
Net interest income183,071 179,017 158,439 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 income5,085 6,626 5,637 (23)%(10)%
Total non-interest income80,089 83,838 107,792 (4)%(26)%
Total net revenue263,160 262,855 266,231 — %(1)%
Provision for credit losses(15,930)(10,917)46,280 46 %N/M
Non-interest expense:
Compensation and benefits64,529 68,221 60,830 (5)%6 %
Marketing72,763 62,580 40,712 16 %79 %
Equipment and software17,500 15,846 13,465 10 %30 %
Depreciation and amortization17,062 18,152 16,879 (6)%1 %
Professional services10,889 11,989 10,922 (9)%— %
Occupancy3,644 4,982 5,245 (27)%(31)%
Other non-interest expense15,928 16,345 14,660 (3)%9 %
Total non-interest expense202,315 198,115 162,713 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 – Basic115,504,531 115,376,906 114,961,676 — %— %
Weighted-average common shares – Diluted117,582,278 117,274,710 118,188,124 — %(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.
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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 value3,921,959 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 investment5,449,330 145,187 10.66 %5,108,678 142,358 11.15 %4,890,619 141,530 11.58 %
Total interest-earning assets12,106,353 278,302 9.20 %11,665,148 268,935 9.22 %10,257,709 241,801 9.43 %
Cash and due from banks and restricted cash29,847 25,687 29,655 
Allowance for loan and lease losses(176,759)(218,977)(260,744)
Other non-interest earning assets677,799 695,671 638,821 
Total assets$12,637,240 $12,167,529 $10,665,441 
Interest-bearing liabilities
Interest-bearing deposits:
Savings and money market accounts7,151,790 65,027 3.61 %6,897,169 61,372 3.57 %6,442,649 61,782 3.80 %
Certificates of deposit2,894,338 29,042 3.98 %2,736,658 27,381 4.01 %1,851,320 19,990 4.28 %
Checking accounts384,163 1,157 1.19 %389,934 1,163 1.20 %406,494 1,449 1.41 %
Interest-bearing deposits10,430,291 95,226 3.62 %10,023,761 89,916 3.60 %8,700,463 83,221 3.79 %
Other interest-bearing liabilities435 5 3.87 %220 2 3.81 %12,174 141 4.61 %
Total interest-bearing liabilities10,430,726 95,231 3.62 %10,023,981 89,918 3.60 %8,712,637 83,362 3.80 %
Noninterest-bearing deposits331,612 343,281 291,231 
Other liabilities291,797 256,029 237,035 
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 spread5.58 %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.
9
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 banks762,949 905,905 
Total cash and cash equivalents777,730 917,654 
Restricted cash15,326 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 value2,063,910 1,762,396 
Loans held for investment at fair value
3,139,008 473,314 
Loans and leases held for investment2,746,928 4,272,812 
Allowance for loan and lease losses(151,896)(275,743)
Loans and leases held for investment, net2,595,032 3,997,069 
Property, equipment and software, net276,997 254,088 
Goodwill75,717 75,717 
Other assets422,037 368,086 
Total assets$13,286,814 $11,567,816 
Liabilities and Equity
Deposits:
Interest-bearing$11,094,328 $9,459,483 
Noninterest-bearing387,081 374,387 
Total deposits11,481,409 9,833,870 
Other liabilities212,332 233,518 
Total liabilities11,693,741 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 capital1,695,854 1,719,233 
Accumulated deficit(32,772)(201,799)
Accumulated other comprehensive loss(71,163)(18,160)
Total equity1,593,073 1,500,428 
Total liabilities and equity$13,286,814 $11,567,816 


10
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 outstanding115,395,673 115,407,464 115,497,890 115,368,987 115,301,440 
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 outstanding115,395,673 115,407,464 115,497,890 115,368,987 115,301,440 
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 equity15.0 %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 equity15.8 %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 
11