Slides
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Third Quarter 2026 Results October 2026
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2 Disclaimer Some of the statements in this presentation, including statements regarding our competitive advantages, loan and financial performance, business outlook, implications of the Fair Value Option accounting methodology, and demand for our loan programs, are “forward-looking statements.” The words “anticipate, ” “believe, ” “estimate, ” “expect, ” “intend, ” “may, ” “outlook, ” “plan, ” “predict, ” “project, ” “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 ability to continue to attract new and retain existing borrowers and platform investors; competition; overall economic conditions; the interest rate environment; the 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. This presentation contains non-GAAP financial measures relating to our performance – Risk-Adjusted Revenue, Return on Invested Capital, Tangible Book Value Per Common Share and Return on Tangible Common Equity. Our non-GAAP financial measures have limitations as analytical tools, are not prepared under any comprehensive set of accounting rules or principles and should not be considered in isolation or as a substitute for our results under accounting principles generally accepted in the United States (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. You can find the reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures on pages 5, 12, 18, and 19, as applicable, of this presentation. Happen, Inc. (Nasdaq: HAPN) is the parent company of Happen Bank, National Association, Member FDIC. Happen, Inc. Q3 2026 Earnings
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3 3Q26 Highlights: Strong Originations and Earnings Growth 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 quarters of 2025 and 2026, this update included $35 million and $54 million of small business loan originations, respectively. 2. Risk-Adjusted revenue is a non-GAAP financial measure. Refer to pages 2 and 5 for additional information. TOTAL ORIGINATIONS DILUTED EARNINGS PER SHARE (EPS) Guidance: $3.20 to $3.35B Guidance: $0.43 to $0.48 $3.34B Driven by channel expansion and product optimization: • All consumer businesses growing • Building out Home Improvement distribution channels • Leveraged AI to drive record production efficiency and >90% automation rate for issued loans $0.50 Strong outperformance, overcoming rate headwinds: • Higher Net Interest Income from a larger portfolio of interest-earning assets • Continued credit outperformance and strong asset returns • Risk-adjusted revenue 2 growth benefitted from positive provision, offsetting higher rates and driving higher pre-tax margin +26% Year over year +35% Year over year 1 Happen, Inc. Q3 2026 Earnings
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23% 11% 15% 24% 35% 36% 29% 28% 25% 25% 26% 24%$2,656 $3,145 $3,336 3Q 25 2Q 26 3Q 26 4 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 quarters of 2025 and 2026, this update included $35 million and $54 million of small business loan originations, respectively. The second quarter of 2026 includes $38 million of small business loan originations. Prior periods have been reclassified to conform to the current period presentation. 2. 5% vertical slice retained from both the rated structured certificates and standard structured certificates. Total Loan Originations1 ($ in millions) +26% YoY Whole Loan & Rated Structured Certificates2 Retained HFI Standard Structured Certificates Program (A-Note retained) 2 Extended Seasoning HFS 26% Annual Originations Growth Enabling balance sheet growth of 20% year-over-year Happen, Inc. Q3 2026 Earnings
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$158.4 $179.0 $183.1 $107.8 $83.8 $80.1 $266.2 $262.9 $263.2 3Q 25 2Q 26 3Q 26 Provision for Credit Losses ($46.3) $10.9 $15.9 Risk-Adjusted Revenue1 $220.0 $273.8 $279.1 5 Revenue Reflects Transition to Fair ValueOption Accounting Risk-adjusted revenue up 27% year-over-year, in line with originations growth Total Net Revenue2 ($ in millions) NET INTEREST INCOME 16% year-over-year increase driven by balance sheet growth and continued funding cost optimization NON-INTEREST INCOME 26% year-over-year decline driven by the election of the fair value option for newly originated held-for-investment loans in 2026 and by higher benchmark rates, partially offset by growth in origination volumes Net Interest Income Non-Interest Income RISK-ADJUSTED REVENUE1 27% year-over-year increase driven by provision benefit reflecting the election of fair value option and by credit outperformance 1. Risk-Adjusted Revenue is a non-GAAP financial measure and is equal to Total Net Revenue less Provision for Credit Losses, as reflected and reconciledabove to Total Net Revenue (the most directly comparable GAAP measure).We believe Risk-Adjusted Revenue is an important measurereflecting the credit risk-adjusted financial performance of our business operations. 2. There may be differences between the sum of the quarterly results due to rounding. +27% YoY Happen, Inc. Q3 2026 Earnings
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1.5% 1.4% 1.2% 2.6% 2.3% 2.2% 0% 1% 2% 3% 4% 5% 6% 7% 2.5% 2.4% 2.4% 5.0% 4.5% 4.5% 0% 1% 2% 3% 4% 5% 6% 7% 1.0% 1.0% 1.0% 1.8% 1.6% 1.3% 0% 1% 2% 3% 4% 5% 6% 7% 6 6+ Years of Outperformance Across Credit Segments Happen Bank Competitive Set FICO 660-719 FICO 720-779 FICO 780-850 48% 42% 36% Happen Bank vs. Competitive Set: 30-day+ Delinquencies & Hardships at Month on Book 9 by Quarterly Vintage 1) This data is provided by dv01 to be used for informational purposes only. dv01 is not liable for use of this data. The dat a is the property and confidential information of dv01. Distribution outside of this presentation is prohibited. 2) Delinquencies include 30+ day delinquencies for each respective quarterly vintage at month on book 9, including loans that are actively in hardship plans. 3) Numbers quoted are an average o f the most recent 3 quarterly vintages. 4) There may be differences in the outperformance calculations due to rounding. 5) Compe titor set includes information with respect to marketplace lenders and direct competitors as reported by dv01's Marketplace Personal Loan benchmarking data as of end- of-month August 2026. 6) Data for historical periods may be updated periodically by dv01. Happen, Inc. Q3 2026 Earnings
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7 Growing Balance Sheet with Attractive Net Interest Margin of 6.05% Average Balances3 Average Yield 3Q25 4Q25 1Q26 2Q26 3Q26 3Q25 4Q25 1Q26 2Q26 3Q26 Cash and Other Interest-Earning Assets1 $604 $905 $775 $825 $738 4.23% 3.90% 3.56% 3.60% 3.65% Securities Available for Sale $3,565 $3,696 $3,737 $3,881 $3,922 6.31% 6.06% 5.82% 5.68% 5.66% Loans HFS at Fair Value $1,199 $1,531 $1,910 $1,851 $1,997 12.56% 13.33% 13.51% 13.84% 14.19% Loans HFI at Fair Value $553 $455 $807 $1,668 $2,484 11.08% 10.80% 12.62% 11.16% 10.57% Loans and Leases HFI at Amortized Cost $4,338 $4,312 $3,990 $3,441 $2,965 11.64% 11.36% 11.02% 11.14% 10.73% Unsecured Consumer Loans $3,268 $3,252 $2,935 $2,438 $2,013 13.48% 13.13% 12.92% 13.26% 13.01% Commercial and Secured Consumer Loans $1,070 $1,060 $1,056 $1,003 $953 6.01% 5.96% 5.74% 5.98% 5.92% Total Interest-Earning Assets $10,258 $10,900 $11,220 $11,665 $12,106 9.43% 9.20% 9.31% 9.22% 9.20% Total Interest-Bearing Deposits & Liabilities2 $8,713 $9,276 $9,577 $10,024 $10,431 3.80% 3.75% 3.60% 3.60% 3.62% Net Interest Margin 6.18% 5.98% 6.28% 6.14% 6.05% 1. Includes cash, cash equivalents, restricted cash and all other interest-earning assets. 2. Primarily consists of interest-bearing deposits for each of the periods presented. 3. There may be differences between the sum of the quarterly results due to rounding. Average interest- earning assets up 18% YoY Happen, Inc. Q3 2026 Earnings
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$61.2 $67.3 $65.0 $40.7 $62.6 $72.8 $60.8 $68.2 $64.5$162.7 $198.1 $202.321.5% 28.8% 29.2% -1 0. 0% -5. 0% 0. 0% 5. 0% 1 0. 0% 1 5. 0% 2 0. 0% 2 5. 0% 3 0. 0% -$2 0. 0 $3 0. 0 $8 0. 0 $1 30 .0 $1 80 .0 $2 30 .0 $2 80 .0 3Q 25 2Q 26 3Q 26 8 Expanding Profit Margin While Investing for Growth Total Non-Interest Expense1 & Profit Margin ($ in millions) 1. There may be differences between the sum of the quarterly results due to rounding. 2. Profit margin (pre-tax) is calculated as income before income tax expense divided by total net revenue. Marketing Expenses Compensation& Benefits Other Non-Interest Expenses MARKETING EXPENSES 79% year-over-year increase reflects volume growth, rebrand- related spend, and full recognition of marketing costs under fair value accounting COMPENSATION& BENEFITS Increased 6% year-over-year to support originations growth and scaling the Home Improvement business unit OTHER NON-INTEREST EXPENSES 6% year-over-year increase led by investments in technology, infrastructure, and other volume-related costs Profit Margin % (pre-tax) 2 Happen, Inc. Q3 2026 Earnings
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$0.37 $0.50 $0.50 3Q 25 2Q 26 3Q 26 $44.3 $58.1 $59.3 3Q 25 2Q 26 3Q 26 9 35% Diluted EPS Growth Year-Over-Year Return on Tangible Common Equity (ROTCE) of 15.8%, up from 13.2% a year ago ($ in millions) GAAP Net Income2 +34% Diluted EPS Income before income tax expense $57.2 $75.7 $76.8 Income Tax Expense ($13.0) ($17.5) ($17.5) Effective Tax Rate 22.6% 23.1% 22.8% Book Value Per Common Share $12.68 $13.58 $13.81 Tangible Book Value Per Common Share1 $11.95 $12.89 $13.11 Return on Average Equity 12.4% 15.1% 15.0% Return on Tangible Common Equity1 13.2% 15.9% 15.8% +35% 1. Tangible Book Value per Common Share and Return on Tangible Common Equity are non-GAAP financial measures. Please see pages 2, 18, and 19 for additional information on our use of non-GAAP financial measures and a reconciliation of such measures to the nearest GAAP measures. 2. There may be differences between the sum of the quarterly results due to rounding. Happen, Inc. Q3 2026 Earnings
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10 Fourth Quarter & Full Year 2026 Guidance Raising full year Diluted EPS guidance to $1.87-$1.92 Q4 2026 FY 2026 TOTAL ORIGINATIONS $3.1B to $3.2B $12.3B to $12.4B Prior: $12.2B to $12.6B DILUTED EPS $0.43 to $0.48 $1.87 to $1.92 Prior: $1.80 to $1.90 • Narrowing FY26 originations guidance, prioritizing unit margins in the elevated rate environment while driving 26-27% annual growth • Raising FY26 Diluted EPS Guidance to $1.87-$1.92 from $1.80-$1.90, reflecting 61-66% annual growth • Guidance assumes stable consumer and interest rate environment with a 25 basis point Fed Funds rate increase in December 2026 Happen, Inc. Q3 2026 Earnings
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Understanding Fair Value Option 11Happen, Inc. Q3 2026 Earnings
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12 Simplifying Our Financials Fair Value Option Makes Sense for a Digital Marketplace Bank Benefits of Fair Value Option • Better aligns timing of revenue recognition with timing of losses • Creates consistency of marketplace and bank financials All newly-originated loans as of January 2026, are being accounted for using Fair Value Option D1 Y1 Y2 Y3 Y4 Y5 Cumulative Timing of Earnings Recognition CECL vs. FVO CECL Fair Value Option Day 1 $0 For the same loans, Fair Value Option generates a +50% higher return on invested capital Return on Invested Capital (ROIC)is a non-GAAP financial measure calculated by dividing net operating profit by invested capital. We do not provide a reconciliation of forward-looking ROIC to the most directly comparable GAAP reported financial measure on a forward-looking basis because we are unable to predict future invested capital with reasonable certainty without unreasonable effort.Please seepage 2,for additional information on our use of non-GAAP financial measures . Happen, Inc. Q3 2026 Earnings
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13 CECL vs. Fair Value Option: 2026 P&L Impacts Under Fair Value Option, credit cost moves from provision to non-interest income Under CECL Under Fair Value Option Result under FVO Origination Fee (non-interest income) Day 1: Deferred at origination Day 2: Amortized over the life of the loan through interest income Day 1: Recognized at origination through non-interest income Fair Value Adjustment (non-interest income) None Day 1: Fair value adjustment at origination reflects the difference between the expected loan yield relative to the discount rate 1 Day 2: Interest income is offset by fair value adjustments (including net charge-offs) in non-interest income, resulting in a revenue yield equal to the discount rate Changes to discount rate or loan cash flows to be reflected in additional fair value adjustments over the life of the loan Interest Income Interest from loan coupon plus amortization of origination fee and marketing expense deferrals Interest from loan coupon Provision for Loan Losses Day 1: provision for lifetime net losses recognized at origination on a discounted basis Day 2: discounting impacts and changes in loss expectations None Marketing Expense Day 1: Deferred at origination Day 2: Amortized over the life of the loan through interest income Day 1: Recognized at origination through marketing expense 2026 Pre-tax Income will grow faster under fair value option compared to CECL, with modestly lower revenue due to fair value adjustments, more than offset by the lack of provision for loan losses Revenue declines 1. The discount rate is the market required return for each loan type Happen, Inc. Q3 2026 Earnings
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14 Four Key Inputs for Fair Value Option Accounting All fair value adjustments will directly impact the carrying value of loans DAY 1: MARK Fair value adjustment at the time of origination reflects the difference between the expected loan yield relative to the discount rate 1 DAY 2: REVENUE YIELD = DISCOUNT RATE Interest income is offset by fair value adjustments (including net charge-offs) in Non-interest income, resulting in a revenue yield equal to the discount rate CHANGES TO DISCOUNT RATE As benchmark rates and spreads move in any given period, the loan portfolio will be marked (via a fair value adjustment) to reflect the new discount rate; the portfolio revenue yield will then reflect the new discount rate CHANGES TO EXPECTED CASH FLOWS If there are changes to expected future cash flows, the portfolio’s fair value will be adjusted to reflect the new cash flow estimates OTHER 1. The discount rate is the market required return for each loan type Happen, Inc. Q3 2026 Earnings
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15 Understanding Fair Value Option (illustrative for a single hypothetical loan vintage1) Day-2 revenue yield should equal the discount rate throughout the life of the loan Metric Day-1 Year 1 (ex. Day-1) Year 2 Year 3 Year 4+ Total Ending Balance $100 $65.2 $33.2 $10.6 $0.0 NA Unpaid Principal Balance Carrying Value $99.0 $62.1 $31.9 $10.3 $0.0 NA Ending Balance net of Fair Value Adjustments Carrying Value % 99.0% 95.3% 96.1% 97.9% 100.0% -- Carrying Value as a percentage of Ending Balance Origination Fee $5.0 $5.0 Origination fee recognized on Day-1 Interest Income - $9.9 $5.9 $2.6 $0.6 $19.1 Interest Rate (12%) x Average Balance FV Adjustments ($1.0) ($4.0) ($2.5) ($1.1) ($0.3) ($8.7) Day-1 Impact = reflects the difference between the expected loan yield relative to the discount rate Day-2 Impact = (Discount Rate 7.3% - Interest Rate 12%) x Avg. Carrying Value Day-1 Mark ($1.0) - - - - ($1.0) Reflects market-clearing loan sales price; in this example, 99% of UPB Fair Value “Rolldown” - ($2.1) $1.8 $1.1 $0.3 $1.0 Balancing the timing of loan losses to achieve a constant yield over time, Total Fair Value “rolldown” over life + Day-1 Mark = 0 Net Charge-Offs - ($1.9) ($4.3) ($2.1) ($0.5) ($8.7) Real credit losses net of recoveries Total Revenue $4.0 $5.9 $3.5 $1.5 $0.4 $15.4 Revenue Yield = Discount Rate -- 7.3% 7.3% 7.3% 7.3% -- For illustrative purposes, we have assumed a constant discount rate; actual changes to the discount rate will result in changes in revenue and portfolio fair value adjustments 1. Day-1 Mark: Fair value adjustment at the time of origination reflects the difference between the expected loan yield relative to the discount rate 2. Day-2: Revenue Yield = Discount Rate: Interest Income offset by fair value adjustments (including net charge-offs) in Non-interest Income, resulting in a revenue yield equal to the discount rate 3. Revenue Yield = Discount Rate 4. Illustration assumes other factors remain constant (i.e., constant discount rate with no changes to expected cash flows); changes in either of these items will result in additional fair value adjustments and corresponding changes in carrying value 1 2 3 4 Key Drivers Origination fee 5.0% Loan Coupon 12.0% Discount Rate 7.3% Loan IRR 6.7% Duration 1.5 1. Illustrative of a hypothetical personal loan and may not be representativeof the composition or performance of the Company's loan portfolio, which may vary materially from the illustration. Estimates assume a stable credit and interest rate environment Happen, Inc. Q3 2026 Earnings
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16 Fair ValueAdjustment: Trended Illustration For the three months ended In millions, except percentages3 September 30, 2026 June 30, 2026 Average balance of loans held at fair value1 $4,229 $3,214 Average yield2 12.0% 12.4% Discount rate2 7.7% 7.3% Approximate Day-2 fair value adjustment ($46) ($41) Total Fair Value Adjustments (reconciliation to total) ($131) ($121) Approximate Day-1 fair value adjustment & other adjustments ($85) ($80) Approximate Day-2 fair value adjustment ($46) ($41) The following table approximates the Day-1 fair value and other adjustments and the Day-2 fair value adjustment with respect to loans held at fair value on the Company’s balance sheet. Note that Interest Income is offset by the Day-2 fair value adjustments in Non-interest Income, resulting in a revenue yield equal to the discount rate. 1. Figures exclude purchased unsecured personal loan portfolio of $252M and $305M average balances as of September 30, 2026, and June 30, 2026, respectively. 2. Discount rate and yield are weighted average for the loan portfolios excluding the purchased portfolio referenced in footnote 1 3. There may be differences between the sum of the quarterly results due to rounding. Happen, Inc. Q3 2026 Earnings
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Financial Reconciliations 17Happen, Inc. Q3 2026 Earnings
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18 Reconciliation of GAAP to Non-GAAP Measures: Tangible Book Value Per Common Share1 In thousands, except share and per share data September 30, 2026 June 30, 2026 September 30, 2025 Tangible Common Equity: GAAP Common Equity $1,593,073 $1,567,465 $1,462,213 Less: Goodwill ($75,717) ($75,717) ($75,717) Less: Customer Relationship Intangible Assets ($3,963) ($4,492) ($8,206) Tangible Common Equity $1,513,393 $1,487,256 $1,378,290 Book Value Per Common Share: GAAP Common Equity $1,593,073 $1,567,465 $1,462,213 Common Shares Issued And Outstanding 115,395,673 115,407,464 115,301,440 Book Value Per Common Share $13.81 $13.58 $12.68 Tangible Book Value Per Common Share: Tangible Common Equity $1,513,393 $1,487,256 $1,378,290 Common Shares Issued And Outstanding 115,395,673 115,407,464 115,301,440 Tangible Book Value Per Common Share $13.11 $12.89 $11.95 1. We believe Tangible Book Value (TBV) Per Common Share is an important measure used to evaluate the company's use of equity. Happen, Inc. Q3 2026 Earnings
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19 Reconciliation of GAAP to Non-GAAP Measures: Return on Tangible Common Equity1 For the three months ended In thousands, except ratios September 30, 2026 June 30, 2026 September 30, 2025 Average Tangible Common Equity: Average GAAP Common Equity $1,583,105 $1,544,238 $1,424,538 Less: Average Goodwill ($75,717) ($75,717) ($75,717) Less: Average Customer Relationship Intangible Assets ($4,228) ($4,766) ($6,722) Average Tangible Common Equity $1,503,160 $1,463,755 $1,342,099 Return On Average Equity: Annualized GAAP Net Income $237,104 $232,592 $177,096 Average GAAP Common Equity $1,583,105 $1,544,238 $1,424,538 Return On Average Equity 15.0% 15.1% 12.4% Return On Tangible Common Equity: Annualized GAAP Net Income $237,104 $232,592 $177,096 Average Tangible Common Equity $1,503,160 $1,463,755 $1,342,099 Return On Tangible Common Equity 15.8% 15.9% 13.2% 1. We believe Return on Tangible Common Equity (ROTCE) is an important measure because it reflects the company's ability to generate income from its core assets. Happen, Inc. Q3 2026 Earnings
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