Happen, Inc.

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

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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$16.22+1.6%Stored close · as of Nov 9, 2026

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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 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.

The following table provides a reconciliation of TBV Per Common Share to the nearest GAAP measure:

As of	June 30,2026	March 31,2026	June 30,2025
GAAP common equity	$1,567,465	$1,523,528	$1,406,035
Less: Goodwill	(75,717)	(75,717)	(75,717)
Less: Customer relationship intangible assets	(4,492)	(5,039)	(7,068)
Tangible common equity	$1,487,256	$1,442,772	$1,323,250
Book value per common share
GAAP common equity	$1,567,465	$1,523,528	$1,406,035
Common shares issued and outstanding	115,407,464	115,497,890	114,740,147
Book value per common share	$13.58	$13.19	$12.25
Tangible book value per common share
Tangible common equity	$1,487,256	$1,442,772	$1,323,250
Common shares issued and outstanding	115,407,464	115,497,890	114,740,147
Tangible book value per common share	$12.89	$12.49	$11.53

The following table provides a reconciliation of ROTCE to the nearest GAAP measure:

Three Months Ended · Six Months Ended
	June 30, 2026	March 31, 2026	June 30, 2025	June 30, 2026	June 30, 2025
Average GAAP common equity	$1,544,238	$1,507,711	$1,381,199	$1,526,075	$1,365,248
Less: Average goodwill	(75,717)	(75,717)	(75,717)	(75,717)	(75,717)
Less: Average customer relationship intangible assets	(4,766)	(5,362)	(7,423)	(5,072)	(7,811)
Average tangible common equity	$1,463,755	$1,426,632	$1,298,059	$1,445,286	$1,281,720
Return on average equity
Annualized GAAP net income	$232,592	$206,412	$152,712	$219,502	$99,698
Average GAAP common equity	1,544,238	1,507,711	1,381,199	1,526,075	1,365,248
Return on average equity	15.1%	13.7%	11.1%	14.4%	7.3%
Return on tangible common equity
Annualized GAAP net income	$232,592	$206,412	$152,712	$219,502	$99,698
Average tangible common equity	1,463,755	1,426,632	1,298,059	1,445,286	1,281,720
Return on tangible common equity	15.9%	14.5%	11.8%	15.2%	7.8%

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