Earnings release
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EXHIBIT 99.1 Happen, Inc. Reports Second Quarter 2026 Results Record $75.7 Million Pre-Tax Income, 15.1% ROE, and 15.9% ROTCE Grew Originations 29% Year-over-Year; Increased Diluted EPS 52% Year-over-Year to $0.50 Successfully Rebranded to Happen Bank (Nasdaq: HAPN) from LendingClub SAN FRANCISCO – July 27, 2026 – Happen, Inc. (Nasdaq: HAPN), parent company of Happen Bank, a digital bank built for the Motivated Middle, today announced financial results for the second quarter ended June 30, 2026. “Happen delivered a standout quarter, growing originations 29% year-over-year to $3.1 billion, while producing record pre-tax income of $75.7 million and a return on tangible common equity of 15.9%,” said Scott Sanborn, CEO, Happen, Inc. “This is our first quarter operating under the Happen Bank brand, and our results demonstrate exactly what the brand represents: forward momentum. Our core business is firing on all cylinders. We’re ramping our entry into the $500 billion home improvement market and we’re innovating on behalf of our members, all while growing earnings and increasing returns for our shareholders.” Second Quarter 2026 Results Highlights: • Launched the new Happen Bank brand. • Transferred stock listing from NYSE: LC to Nasdaq: HAPN. • Delivering growth across consumer businesses. • Began originating loans in the home improvement market. • Continued multi-year credit outperformance vs. competitor set, with over 40% lower delinquencies. • Record >90% automation rate and AI-powered agent support tools led to record originations efficiency. • Executed $12 million of the $100 million Stock Repurchase and Acquisition Program, with cumulative utilization through June totaling $50 million. Balance Sheet: • Total assets of $12.5 billion, up 16% year-over-year, primarily due to growth in loans and securities. • Deposits of $10.8 billion, up 18% year-over-year, with 88% of deposits FDIC-insured. • Robust available liquidity of $4.1 billion. • Strong capital position with a consolidated Tier 1 leverage ratio of 11.9% and a CET1 capital ratio of 16.9%. Financial Performance: • Achieved $3.1 billion in origination volume, up 29% compared to the prior year, driven by the successful execution of product and marketing initiatives. • Total net revenue increased 6% to $262.9 million, compared to $248.4 million in the prior year, driven by higher loan origination volume and higher net interest income. • Provision benefit of $10.9 million, compared to an expense of $39.7 million in the prior year, due to strong credit performance and the 2026 election of fair value option (FVO) accounting for all new originations. • Net charge-offs on total loans and leases held for investment improved to $40.6 million, compared to $46.1 million in the same quarter in the prior year, supported by strong credit performance. • Net income and Diluted EPS grew 52% to $58.1 million and $0.50, respectively, compared to $38.2 million and $0.33 in the prior year, respectively. • Profit margin (pre-tax) of 28.8%, compared to 21.7% in the prior year. • Return on Equity (ROE) of 15.1% with a Return on Tangible Common Equity (ROTCE) of 15.9%. 1
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Summary Financial Highlights: Three Months Ended ($ in millions, except per share amounts) June 30,2026 March 31,2026 June 30,2025 Total net revenue $ 262.9 $ 252.3 $ 248.4 Provision for credit losses (10.9) 0.4 39.7 Non-interest expense 198.1 184.5 154.7 Income before income tax expense 75.7 67.3 54.0 Income tax expense (17.5) (15.7) (15.8) Net income $ 58.1 $ 51.6 $ 38.2 Diluted EPS $ 0.50 $ 0.44 $ 0.33 For a calculation of Tangible Book Value Per Common Share and Return on Tangible Common Equity, 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 Bank , 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, and supporting margin expansion over time. AI-powered automation and agent support tools have already led to record personal loans originations production efficiency and a record-high >90% automation rate for issued loans. New Marketing Channel Investment: The company accelerated investments in new acquisition channels, including paid social and display, ahead of normal seasonal timing 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 29% year-over-year increase in originations in the second 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. From a financial reporting perspective, 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. TM 2
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Financial Outlook Third Quarter 2026 Loan originations $3.20B to $3.35B Diluted EPS $0.43 to $0.48 Full Year 2026 Loan originations $12.2B to $12.6B Diluted EPS $1.80 to $1.90 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 second quarter 2026 webcast and teleconference is scheduled to begin at 2:00 p.m. Pacific Time (or 5:00 p.m. Eastern Time) on Monday, July 27, 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://edge.media-server.com/mmc/p/n9sxvwro 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. Question Submissions Prior to quarterly earnings, investors have the ability to submit and upvote questions for Happen Bank’s management team to consider. To participate, visit the link provided in each quarter's earnings date announcement. Contacts For Investors: IR@happen.com Media Contact: Press@happen.com 3
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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 and Return on Tangible Common Equity (ROTCE). 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. 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. ***** 4
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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 June 30,2026 March 31,2026 December 31,2025 September 30,2025 June 30,2025 Q/Q Y/Y Operating Highlights: Net interest income $ 179,017 $ 176,234 $ 163,027 $ 158,439 $ 154,249 2 % 16 % Non-interest income 83,838 76,017 103,444 107,792 94,186 10 % (11)% Total net revenue 262,855 252,251 266,471 266,231 248,435 4 % 6 % Provision for credit losses (10,917) 390 47,158 46,280 39,733 N/M N/M Non-interest expense 198,115 184,533 169,284 162,713 154,718 7 % 28 % Income before income tax expense75,657 67,328 50,029 57,238 53,984 12 % 40 % Income tax expense (17,509) (15,725) (8,475) (12,964) (15,806) 11 % 11 % Net income $ 58,148 $ 51,603 $ 41,554 $ 44,274 $ 38,178 13 % 52 % Diluted EPS $ 0.50 $ 0.44 $ 0.35 $ 0.37 $ 0.33 14 % 52 % Total loan originations (inmillions) $ 3,145 $ 2,669 $ 2,637 $ 2,656 $ 2,433 18 % 29 % Current period originations soldor held for sale $ 2,039 $ 1,717 $ 2,090 $ 2,027 $ 1,702 19 % 20 % Current period originations heldfor investment $ 1,107 $ 952 $ 547 $ 629 $ 731 16 % 51 % Total servicing portfolio (inmillions) $ 14,596 $ 13,854 $ 13,423 $ 12,986 $ 12,524 5 % 17 % Loans serviced for others $ 8,231 $ 7,750 $ 7,601 $ 7,612 $ 7,185 6 % 15 % Performance Metrics: Net interest margin 6.14 % 6.28 % 5.98 % 6.18 % 6.14 % Profit margin 28.8 % 26.7 % 18.8 % 21.5 % 21.7 % Return on average equity (ROE) 15.1 % 13.7 % 11.3 % 12.4 % 11.1 % Return on tangible common equity(ROTCE) 15.9 % 14.5 % 11.9 % 13.2 % 11.8 % Return on average total assets(ROA) 1.9 % 1.8 % 1.5 % 1.7 % 1.5 % Marketing expense as a % of loanoriginations 1.99 % 2.08 % 1.73 % 1.53 % 1.38 % Average balance - total loans andleases held for investment $ 5,108,678 $ 4,797,639 $ 4,767,573 $ 4,890,619 $ 4,899,272 6 % 4 % Net charge-offs - total loans andleases held for investment$ 40,599 $ 42,493 $ 47,852 $ 41,899 $ 46,078 (4)% (12)% Net charge-off ratio - total loansand leases held for investment 3.2 % 3.5 % 4.0 % 3.4 % 3.8 % Capital Metrics: Common equity Tier 1 capital ratio 16.9 % 17.0 % 17.4 % 18.0 % 17.5 % Tier 1 leverage ratio 11.9 % 11.9 % 12.0 % 12.3 % 12.2 % Book value per common share$ 13.58 $ 13.19 $ 13.01 $ 12.68 $ 12.25 3 % 11 % Tangible book value per commonshare $ 12.89 $ 12.49 $ 12.30 $ 11.95 $ 11.53 3 % 12 % 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 second and first quarters of 2026, this update included small business loan originations of $38 million and $15 million, respectively. Prior periods have been reclassified to conform to the current period presentation. 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. Calculated as the ratio of income before income tax expense to total net revenue. Calculated as annualized net income divided by average equity for the period presented. Calculated as annualized net income divided by average tangible common equity for the period presented. Represents a non-GAAP financial measure. See “Reconciliation of GAAP to Non-GAAP Financial Measures.” Calculated as annualized net income divided by average total assets for the period presented. 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. (1) (2) (3) (4) (5)(6) (7) (1) (8) (6) (1) (2) (3) (4) (5) (6) (7) (8) 5
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HAPPEN, INC. OPERATING HIGHLIGHTS (Continued) (In thousands, except percentages or as noted) (Unaudited) As of the period ended % Change June 30,2026 March 31,2026 December 31,2025 September 30,2025 June 30,2025 Q/Q Y/Y Balance Sheet Data: Securities available for sale $ 4,046,761 $ 3,867,576 $ 3,706,709 $ 3,742,304 $ 3,527,142 5 % 15 % Loans held for sale $ 1,773,052 $ 1,836,121 $ 1,762,396 $ 1,213,140 $ 1,008,168 (3)% 76 % Loans and leases held for investment$ 5,078,318 $ 4,700,990 $ 4,470,383 $ 4,573,425 $ 4,765,068 8 % 7 % Total loans and leases $ 6,851,370 $ 6,537,111 $ 6,232,779 $ 5,786,565 $ 5,773,236 5 % 19 % Total assets $ 12,549,040 $ 11,939,839 $ 11,567,816 $ 11,072,515 $ 10,775,333 5 % 16 % Total deposits $ 10,765,267 $ 10,189,511 $ 9,833,870 $ 9,388,233 $ 9,136,124 6 % 18 % Total liabilities $ 10,981,575 $ 10,416,311 $ 10,067,388 $ 9,610,302 $ 9,369,298 5 % 17 % Total equity $ 1,567,465 $ 1,523,528 $ 1,500,428 $ 1,462,213 $ 1,406,035 3 % 11 % 6
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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 : June 30, 2026 Current 30-59Days 60-89Days 90 or MoreDays Total GuaranteedAmount Unsecured consumer $ 3,966,514 $ 19,724 $ 16,249 $ 14,386 $ 4,016,873 $ — 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 — Equipment finance 29,827 — — 3,422 33,249 — Commercial real estate 490,680 1,765 — 6,373 498,818 38,783 Commercial and industrial 136,122 2,560 2,888 23,230 164,800 115,001 Total commercial loans and leases held forinvestment 656,629 $ 4,325 $ 2,888 $ 33,025 $ 696,867 $ 153,784 Total loans and leases held for investment $ 5,175,980 $ 26,427 $ 19,878 $ 48,530 $ 5,270,815 $ 153,784 December 31, 2025 Current 30-59Days 60-89Days 90 or MoreDays Total GuaranteedAmount Unsecured consumer $ 3,600,434 $ 24,075 $ 19,685 $ 18,929 $ 3,663,123 $ — Residential mortgages 150,099 — 888 86 151,073 — Secured consumer 257,063 3,015 596 395 261,069 — Total consumer loans held for investment 4,007,596 27,090 21,169 19,410 4,075,265 — Equipment finance 35,973 696 — 3,088 39,757 — Commercial real estate 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 forinvestment 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 Beginning in the first quarter of 2026, amounts include loans and leases held for investment measured at both amortized cost and fair value. Prior to the first quarter of 2026, amounts included loans and leases held for investment at amortized cost only. Represents loan balances guaranteed by the Small Business Association (SBA). 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. Comprised of sales-type leases for equipment. Includes $309.9 million and $286.8 million in loans originated through the SBA as of June 30, 2026 and December 31, 2025, respectively. (1) (2) (3) (4) (5) (2) (3) (4) (5) (1) (2) (3) (4) (5) 7
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HAPPEN, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share and per share data) (Unaudited) Three Months Ended Change (%) June 30,2026 March 31,2026 June 30,2025 Q2 2026vsQ1 2026 Q2 2026vsQ2 2025 Interest income: Interest on loans $ 206,397 $ 199,897 $ 174,645 3 % 18 % Interest on securities available for sale 55,114 54,411 55,339 1 % — % Other interest income 7,424 6,899 7,113 8 % 4 % Total interest income $ 268,935 $ 261,207 $ 237,097 3 % 13 % Interest expense: 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 % Non-interest income: 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 Non-interest expense: Compensation and benefits 68,221 65,514 61,989 4 % 10 % Marketing 62,580 55,415 33,580 13 % 86 % Equipment and software 15,846 15,293 14,495 4 % 9 % Depreciation and amortization 18,152 15,819 15,460 15 % 17 % Professional services 11,989 11,767 10,300 2 % 16 % Occupancy 4,982 6,391 4,787 (22)% 4 % Other non-interest expense 16,345 14,334 14,107 14 % 16 % Total non-interest expense 198,115 184,533 154,718 7 % 28 % Income before income tax expense 75,657 67,328 53,984 12 % 40 % Income tax expense (17,509) (15,725) (15,806) 11 % 11 % Net income $ 58,148 $ 51,603 $ 38,178 13 % 52 % Net income per share: Basic EPS $ 0.50 $ 0.45 $ 0.33 11 % 52 % Diluted EPS $ 0.50 $ 0.44 $ 0.33 14 % 52 % Weighted-average common shares – Basic115,376,906 115,400,564 114,409,231 — % 1 % Weighted-average common shares – Diluted117,274,710 117,333,435 115,692,969 — % 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. 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. (1) (2) (2) (2) (2) (1) (2) 8
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HAPPEN, INC. NET INTEREST INCOME (In thousands, except percentages or as noted) (Unaudited) Consolidated Three Months EndedJune 30, 2026 Three Months EndedMarch 31, 2026 Three Months EndedJune 30, 2025 AverageBalance InterestIncome/Expense AverageYield/Rate AverageBalance InterestIncome/Expense AverageYield/Rate AverageBalance InterestIncome/Expense AverageYield/Rate Interest-earning assets Cash, cash equivalents,restricted cash andother $ 825,029 $ 7,424 3.60 % $ 775,385 $ 6,899 3.56 % $ 679,603 $ 7,113 4.19 % Securities available forsale at fair value 3,880,678 55,114 5.68 % 3,737,199 54,411 5.82 % 3,411,020 55,339 6.49 % Loans held for sale atfair value 1,850,763 64,039 13.84 % 1,910,017 64,531 13.51 % 1,061,845 32,489 12.24 % Loans held forinvestment at fairvalue 1,667,694 46,540 11.16 % 807,486 25,467 12.62 % 722,685 19,761 10.94 % Loans and leases heldfor investment atamortized cost: Unsecured consumerloans 2,438,480 80,830 13.26 % 2,934,584 94,763 12.92 % 3,177,439 107,829 13.57 % Commercial andsecured consumerloans 1,002,504 14,988 5.98 % 1,055,569 15,136 5.74 % 999,148 14,566 5.83 % Loans and leases heldfor investment atamortized cost 3,440,984 95,818 11.14 % 3,990,153 109,899 11.02 % 4,176,587 122,395 11.72 % Total loans and leasesheld for investment 5,108,678 142,358 11.15 % 4,797,639 135,366 11.29 % 4,899,272 142,156 11.61 % Total interest-earningassets 11,665,148 268,935 9.22 % 11,220,240 261,207 9.31 % 10,051,740 237,097 9.44 % Cash and due frombanks and restrictedcash 25,687 26,343 38,746 Allowance for loan andlease losses (218,977) (262,466) (247,133) Other non-interestearning assets 695,671 668,486 633,711 Total assets $ 12,167,529 $11,652,603 $10,477,064 Interest-bearingliabilities Interest-bearing deposits: Savings and moneymarket accounts 6,897,169 61,372 3.57 % 6,694,780 58,714 3.56 % 6,152,936 58,934 3.84 % Certificates of deposit2,736,658 27,381 4.01 % 2,488,015 25,174 4.10 % 1,997,980 22,469 4.51 % Checking accounts 389,934 1,163 1.20 % 393,963 1,083 1.12 % 426,107 1,442 1.36 % Interest-bearing deposits10,023,761 89,916 3.60 % 9,576,758 84,971 3.60 % 8,577,023 82,845 3.87 % Other interest-bearingliabilities 220 2 3.81 % 222 2 3.79 % 220 3 4.54 % Total interest-bearingliabilities 10,023,981 89,918 3.60 % 9,576,980 84,973 3.60 % 8,577,243 82,848 3.87 % Noninterest-bearingdeposits 343,281 334,136 282,113 Other liabilities 256,029 233,776 236,509 Total liabilities $ 10,623,291 $10,144,892 $ 9,095,865 Total equity $ 1,544,238 $ 1,507,711 $ 1,381,199 Total liabilities andequity $ 12,167,529 $11,652,603 $10,477,064 Interest rate spread 5.62 % 5.71 % 5.57 % Net interest incomeand net interestmargin $179,017 6.14 % $ 176,234 6.28 % $ 154,249 6.14 % Consolidated presentation reflects intercompany eliminations. (1) (2) (3) (1)
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Nonaccrual loans and any related income are included in their respective loan categories. Prior period amounts have been reclassified to conform to the current period presentation. (2) (3) 9
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HAPPEN, INC. CONSOLIDATED BALANCE SHEETS (In Thousands, Except Share and Per Share Amounts) (Unaudited) June 30,2026 December 31,2025 Assets Cash and due from banks $ 11,957 $ 11,749 Interest-bearing deposits in banks 900,810 905,905 Total cash and cash equivalents 912,767 917,654 Restricted cash 15,455 12,783 Securities available for sale at fair value ($4,103,026 and $3,733,780 at amortized cost,respectively) 4,046,761 3,706,709 Loans held for sale at fair value 1,773,052 1,762,396 Loans held for investment at fair value 2,085,066 473,314 Loans and leases held for investment 3,186,145 4,272,812 Allowance for loan and lease losses (192,893) (275,743) Loans and leases held for investment, net 2,993,252 3,997,069 Property, equipment and software, net 276,454 254,088 Goodwill 75,717 75,717 Other assets 370,516 368,086 Total assets $ 12,549,040 $ 11,567,816 Liabilities and Equity Deposits: Interest-bearing $ 10,336,236 $ 9,459,483 Noninterest-bearing 429,031 374,387 Total deposits 10,765,267 9,833,870 Other liabilities 216,308 233,518 Total liabilities 10,981,575 10,067,388 Equity Common stock, $0.01 par value; 180,000,000 shares authorized; 115,407,464 and115,368,987 shares issued and outstanding, respectively 1,154 1,154 Additional paid-in capital 1,697,357 1,719,233 Accumulated deficit (92,048) (201,799) Accumulated other comprehensive loss (38,998) (18,160) Total equity 1,567,465 1,500,428 Total liabilities and equity $ 12,549,040 $ 11,567,816 10
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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 June 30,2026 March 31,2026 December 31,2025 September 30,2025 June 30,2025 GAAP common equity $ 1,567,465 $ 1,523,528 $ 1,500,428 $ 1,462,213 $ 1,406,035 Less: Goodwill (75,717) (75,717) (75,717) (75,717) (75,717) Less: Customer relationship intangible assets(4,492) (5,039) (5,685) (8,206) (7,068) Tangible common equity $ 1,487,256 $ 1,442,772 $ 1,419,026 $ 1,378,290 $ 1,323,250 Book value per common share GAAP common equity $ 1,567,465 $ 1,523,528 $ 1,500,428 $ 1,462,213 $ 1,406,035 Common shares issued and outstanding 115,407,464 115,497,890 115,368,987 115,301,440 114,740,147 Book value per common share $ 13.58 $ 13.19 $ 13.01 $ 12.68 $ 12.25 Tangible book value per common share Tangible common equity $ 1,487,256 $ 1,442,772 $ 1,419,026 $ 1,378,290 $ 1,323,250 Common shares issued and outstanding 115,407,464 115,497,890 115,368,987 115,301,440 114,740,147 Tangible book value per common share $ 12.89 $ 12.49 $ 12.30 $ 11.95 $ 11.53 Return On Tangible Common Equity For the three months ended June 30,2026 March 31,2026 December 31,2025 September 30,2025 June 30,2025 Average GAAP common equity $ 1,544,238 $ 1,507,711 $ 1,473,356 $ 1,424,538 $ 1,381,199 Less: Average goodwill (75,717) (75,717) (75,717) (75,717) (75,717) Less: Average customer relationshipintangible assets (4,766) (5,362) (6,031) (6,722) (7,423) Average tangible common equity$ 1,463,755 $ 1,426,632 $ 1,391,608 $ 1,342,099 $ 1,298,059 Return on average equity Annualized GAAP net income $ 232,592 $ 206,412 $ 166,216 $ 177,096 $ 152,712 Average GAAP common equity $ 1,544,238 $ 1,507,711 $ 1,473,356 $ 1,424,538 $ 1,381,199 Return on average equity 15.1 % 13.7 % 11.3 % 12.4 % 11.1 % Return on tangible common equity Annualized GAAP net income $ 232,592 $ 206,412 $ 166,216 $ 177,096 $ 152,712 Average tangible common equity$ 1,463,755 $ 1,426,632 $ 1,391,608 $ 1,342,099 $ 1,298,059 Return on tangible common equity 15.9 % 14.5 % 11.9 % 13.2 % 11.8 % 11