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Happen, Inc.

For the period ended Jun 30, 2026. Filed Jul 30, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 30, 2026

HAPN$15.96-1.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-04-30.

0001409970-26-000062

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsOverview

Current report: 10-Q

Period ended 2026-06-30; filed 2026-07-30.

0001409970-26-000163

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsOverview

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 25 previous paragraphs and 25 current paragraphs.

19 unchanged; 6 reworded; 0 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Reworded paragraphs (6)

Previous wording

LendingClub operates a leading, nationally chartered, digital marketplace bank that leverages data and technology to increase access to credit, reduce borrowing costs, and improve returns on savings for our members.

Current wording

On June 22, 2026, we changed our corporate name from LendingClub Corporation to Happen, Inc., and the name of our wholly-owned banking subsidiary from LendingClub Bank, National Association to Happen Bank, National Association (Happen Bank). Happen, Inc. operates a leading, nationally chartered, digital marketplace bank that leverages data and technology to increase access to credit, reduce borrowing costs, and improve returns on savings for our members. Happen, Inc. is registered as a bank holding company and operates the vast majority of its business through its wholly-owned subsidiary, Happen Bank.

Previous wording

We delivered several financial achievements in the first quarter of 2026, including total net revenue of $252.3 million, an increase of 16% compared to the same period in the prior year. This growth was primarily driven by an increase in loan origination volume along with higher loan sales, improved loan sale pricing, and a higher net interest margin. Net income grew to $51.6 million, with diluted EPS of $0.44, compared to $11.7 million, with diluted EPS of $0.10, in the prior year.

Current wording

We delivered several financial achievements in the second quarter of 2026, including total net revenue of $262.9 million, an increase of 6% compared to the same period in the prior year. 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. Net income grew to $58.1 million, with diluted EPS of $0.50, compared to $38.2 million, with diluted EPS of $0.33, in the prior year.

Previous wording

(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 first quarter of 2026, this update included $15 million of small business loan originations. Prior periods have been reclassified to conform to the current period presentation.

Current wording

(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. Prior periods have been reclassified to conform to the current period presentation. See “Non-Interest Income” for additional information.

Previous wording

(2) Reflects loans serviced on our platform, which includes outstanding balances of unsecured consumer loans and auto loans serviced for others for which servicing rights are retained by the Company.

Current wording

(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.

Previous wording

(2) Excludes basis adjustment for loans previously designated in fair value hedges under the portfolio layer method of $0.8 million and $1.6 million as of March 31, 2026 and December 31, 2025, respectively.

Current wording

(2) 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.

Previous wording

(4) Includes $307.0 million and $286.8 million in loans originated through the SBA as of March 31, 2026 and December 31, 2025, respectively.

Current wording

(4) Includes $309.9 million and $286.8 million in loans originated through the SBA as of June 30, 2026 and December 31, 2025, respectively.