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Happen, Inc.

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

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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

Extracted filing text, with the paragraph anchors used by the comparison.

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Non-Interest Expense

Non-interest expense primarily consists of (i) compensation and benefits, which include salaries and wages, benefits and stock-based compensation expense, (ii) marketing, which includes costs attributable to borrower and deposit customer acquisition efforts and building general brand awareness, (iii) equipment and software, (iv) depreciation and amortization, (v) professional services, which primarily consist of consulting fees, and (vi) occupancy, which includes rent expense and all other costs related to occupying our office spaces.

Three Months Ended · Change (%)
June 30,2026March 31,2026June 30,2025Q2 2026 vs Q1 2026Q2 2026vs Q2 2025
Non-interest expense:
Compensation and benefits$68,221$65,514$61,9894%10%
Marketing62,58055,41533,58013%86%
Equipment and software15,84615,29314,4954%9%
Depreciation and amortization18,15215,81915,46015%17%
Professional services11,98911,76710,3002%16%
Occupancy4,9826,3914,787(22)%4%
Other non-interest expense16,34514,33414,10714%16%
Total non-interest expense$198,115$184,533$154,7187%28%
Six Months EndedJune 30,
20262025Change (%)
Non-interest expense:
Compensation and benefits$133,735$120,37811%
Marketing117,99562,81988%
Equipment and software31,13929,1397%
Depreciation and amortization33,97129,36916%
Professional services23,75620,06418%
Occupancy11,3739,13225%
Other non-interest expense30,67927,68411%
Total non-interest expense$382,648$298,58528%

Compensation and Benefits

Sequential: Compensation and benefits expense increased $2.7 million, or 4%, for the second quarter of 2026 compared to the first quarter of 2026. The increase in compensation and benefits expense was primarily due to an increase in variable compensation expense.

Year Over Year: Compensation and benefits expense increased $6.2 million, or 10%, for the second quarter of 2026 compared to the same period in 2025. The increase was primarily due to an increase in headcount.

Six Months Over Six Months: Compensation and benefits expense increased $13.4 million, or 11%, for the first half of 2026 compared to the same period in 2025. The increase in compensation and benefits expense was primarily due to an increase in headcount.

Marketing

As a result of our fair value option election, marketing expenses associated with newly originated HFI loans are now recognized in current period earnings at the time of origination, rather than being deferred and recognized over time under amortized cost accounting. Accordingly, marketing expense for the first half of 2026 includes costs associated with the origination of both HFI and HFS loans, whereas prior periods reflect only marketing expenses related to the origination of HFS loans.

Sequential: Marketing expense increased $7.2 million, or 13%, for the second quarter of 2026 compared to the first quarter of 2026.

Year Over Year: Marketing expense increased $29.0 million, or 86%, for the second quarter of 2026 compared to the same period in 2025.

Six Months Over Six Months: Marketing expense increased $55.2 million, or 88%, for the first half of 2026 compared to the same period in 2025.

The increases in marketing expense were primarily due to an increase in variable marketing expenses based on higher origination volume. In addition, marketing expense for 2026 includes the immediate recognition of marketing costs for newly originated HFI loans under the fair value option.

Equipment and Software

Sequential: Equipment and software expense remained relatively flat for the second quarter of 2026 compared to the first quarter of 2026.

Year Over Year: Equipment and software expense increased $1.4 million, or 9%, for the second quarter of 2026 compared to the same period in 2025.

Six Months Over Six Months: Equipment and software expense increased $2.0 million, or 7%, for the first half of 2026 compared to the same period in 2025.

The increases in equipment and software expense were primarily due to an increase in software license expense and cloud services.

Depreciation and Amortization

Sequential: Depreciation and amortization expense increased $2.3 million, or 15%, for the second quarter of 2026 compared to the first quarter of 2026.

Year Over Year: Depreciation and amortization expense increased $2.7 million, or 17%, for the second quarter of 2026 compared to the same period in 2025.

Six Months Over Six Months: Depreciation and amortization expense increased $4.6 million, or 16%, for the first half of 2026 compared to the same period in 2025.

The increases in depreciation and amortization expense were primarily due to impairment of internally-developed software recognized in the second quarter of 2026 and an increase in the amortization of internally-developed software placed into service.

Professional Services

Sequential: Professional services remained relatively flat for the second quarter of 2026 compared to the first quarter of 2026.

Year Over Year: Professional services increased $1.7 million, or 16%, for the second quarter of 2026 compared to the same period in 2025.

Six Months Over Six Months: Professional services increased $3.7 million, or 18%, for the first half of 2026 compared to the same period in 2025.

The increases in professional services expense were primarily due to an increase in business consulting services.

Occupancy

Sequential: Occupancy expense decreased $1.4 million, or 22%, for the second quarter of 2026 compared to the first quarter of 2026.

Year Over Year: Occupancy expense remained relatively flat for the second quarter of 2026 compared to the same period in 2025.

Six Months Over Six Months: Occupancy expense increased $2.2 million, or 25%, for the first half of 2026 compared to the same period in 2025.

The changes in occupancy expense were primarily due to costs incurred in the first quarter of 2026 in connection with the relocation of our headquarters, partially offset by the expiration of our former headquarters’ lease in April 2026.

Other non-interest expense

Sequential: Other non-interest expense increased $2.0 million, or 14%, for the second quarter of 2026 compared to the first quarter of 2026.

Year Over Year: Other non-interest expense increased $2.2 million, or 16%, for the second quarter of 2026 compared to the same period in 2025.

Six Months Over Six Months: Other non-interest expense increased $3.0 million, or 11%, for the first half of 2026 compared to the same period in 2025.

The changes in other non-interest expense were primarily due to changes in miscellaneous operating expenses.

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