Happen, Inc.
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
View on SEC.govAbout 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.
Sep 30, 2026 · Filed Oct 29, 2026
Contents
Segment Information
Reportable Segments
We define operating segments to be components of the Company for which discrete financial information is evaluated regularly by the Chief Operating Decision Maker (CODM) to allocate resources and evaluate financial performance. The measure of segment profit used by the CODM in this evaluation is net income. The CODM consists of our Chief Executive Officer and Chief Financial Officer. This information is reviewed according to the legal organizational structure of our operations with products and services presented separately for the parent bank holding company and its wholly-owned subsidiary, Happen Bank, which are both considered reportable segments. Income taxes are recorded on a separate entity basis whereby each operating segment determines income tax expense or benefit as if it filed a separate tax return.
The Happen Bank operating segment represents the national bank legal entity and reflects operating activities after its formation. This segment provides a full complement of financial products and solutions, including loans and deposits. It originates loans to individuals and businesses, retains loans for investment, sells loans to marketplace investors and manages relationships with deposit holders.
Happen, Inc. (Parent Only)
The Happen, Inc. (Parent only) operating segment represents the holding company legal entity and predominately reflects the operations of the Company prior to the formation of Happen Bank. This activity includes, but is not limited to, servicing fee revenue on purchased servicing assets, and interest income and interest expense related to transactions entered into prior to Happen Bank’s formation.
Financial information for the segments is presented in the following tables:
| Happen Bank | Happen, Inc. (Parent only) | Total Reportable Segments | ||||
|---|---|---|---|---|---|---|
| Three Months Ended September 30, | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 |
| Interest income: | ||||||
| Interest income | $278,062 | $241,616 | $240 | $185 | $278,302 | $241,801 |
| Interest expense | (95,231) | (83,362) | — | — | (95,231) | (83,362) |
| Net interest income | 182,831 | 158,254 | 240 | 185 | 183,071 | 158,439 |
| Non-interest income: | ||||||
| Origination fees(1) | 173,226 | 105,762 | (6) | (31) | 173,220 | 105,731 |
| Servicing fees(1) | 7,837 | 5,350 | 4,313 | 6,764 | 12,150 | 12,114 |
| Gain on sales of loans(1) | 19,608 | 17,799 | — | — | 19,608 | 17,799 |
| Net fair value adjustments(1) | (131,664) | (39,071) | 255 | 696 | (131,409) | (38,375) |
| Other non-interest income | 9,540 | 13,601 | 488 | 1,762 | 10,028 | 15,363 |
| Total non-interest income | 78,547 | 103,441 | 5,050 | 9,191 | 83,597 | 112,632 |
| Total net revenue | 261,378 | 261,695 | 5,290 | 9,376 | 266,668 | 271,071 |
| Provision for credit losses | 15,930 | (46,280) | — | — | 15,930 | (46,280) |
| Non-interest expense: | ||||||
| Compensation and benefits | (63,190) | (59,194) | (1,339) | (1,636) | (64,529) | (60,830) |
| Marketing | (72,763) | (40,712) | — | — | (72,763) | (40,712) |
| Equipment and software | (17,381) | (13,460) | (119) | (5) | (17,500) | (13,465) |
| Depreciation and amortization | (16,740) | (15,828) | (322) | (1,051) | (17,062) | (16,879) |
| Professional services | (10,821) | (10,797) | (68) | (125) | (10,889) | (10,922) |
| Occupancy | (3,044) | (3,304) | (600) | (1,941) | (3,644) | (5,245) |
| Other non-interest expense | (16,240) | (16,071) | (3,196) | (3,429) | (19,436) | (19,500) |
| Total non-interest expense | (200,179) | (159,366) | (5,644) | (8,187) | (205,823) | (167,553) |
| Income tax expense | (17,400) | (12,667) | (99) | (297) | (17,499) | (12,964) |
| Net income (loss)(2) | $59,729 | $43,382 | $(453) | $892 | $59,276 | $44,274 |
| Capital expenditures | $18,203 | $21,003 | $— | $— | $18,203 | $21,003 |
(1) Prior period amounts have been reclassified to conform to the current period presentation. See “Notes to Condensed Consolidated Financial Statements – Note 1. Summary of Significant Accounting Policies” for additional information.
| Happen Bank | Happen, Inc. (Parent only) | Total Reportable Segments | ||||
|---|---|---|---|---|---|---|
| Nine Months Ended September 30, | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 |
| Interest income: | ||||||
| Interest income | $807,716 | $710,329 | $728 | $628 | $808,444 | $710,957 |
| Interest expense | (270,122) | (248,312) | — | — | (270,122) | (248,312) |
| Net interest income | 537,594 | 462,017 | 728 | 628 | 538,322 | 462,645 |
| Non-interest income: | ||||||
| Origination fees(1) | 466,870 | 263,269 | 444 | (16) | 467,314 | 263,253 |
| Servicing fees(1) | 18,817 | 8,060 | 14,451 | 19,328 | 33,268 | 27,388 |
| Gain on sales of loans(1) | 57,338 | 43,541 | — | — | 57,338 | 43,541 |
| Net fair value adjustments(1) | (342,924) | (99,396) | 1,445 | 3,901 | (341,479) | (95,495) |
| Other non-interest income | 31,987 | 40,637 | 4,293 | 5,542 | 36,280 | 46,179 |
| Total non-interest income | 232,088 | 256,111 | 20,633 | 28,755 | 252,721 | 284,866 |
| Total net revenue | 769,682 | 718,128 | 21,361 | 29,383 | 791,043 | 747,511 |
| Provision for credit losses | 26,457 | (144,162) | — | — | 26,457 | (144,162) |
| Non-interest expense: | ||||||
| Compensation and benefits | (194,013) | (176,264) | (4,251) | (4,944) | (198,264) | (181,208) |
| Marketing | (190,758) | (103,531) | — | — | (190,758) | (103,531) |
| Equipment and software | (48,488) | (42,553) | (151) | (51) | (48,639) | (42,604) |
| Depreciation and amortization | (49,474) | (42,622) | (1,559) | (3,626) | (51,033) | (46,248) |
| Professional services | (34,267) | (30,453) | (378) | (533) | (34,645) | (30,986) |
| Occupancy | (10,654) | (8,550) | (4,363) | (5,827) | (15,017) | (14,377) |
| Other non-interest expense | (50,464) | (46,075) | (8,920) | (11,403) | (59,384) | (57,478) |
| Total non-interest expense | (578,118) | (450,048) | (19,622) | (26,384) | (597,740) | (476,432) |
| Income tax expense | (49,469) | (31,073) | (1,264) | (1,721) | (50,733) | (32,794) |
| Net income(2) | $168,552 | $92,845 | $475 | $1,278 | $169,027 | $94,123 |
| Capital expenditures | $71,954 | $124,763 | $— | $— | $71,954 | $124,763 |
(1) Prior period amounts have been reclassified to conform to the current period presentation. See “Notes to Condensed Consolidated Financial Statements – Note 1. Summary of Significant Accounting Policies” for additional information.
| Three Months Ended September 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Total net revenue – reportable segments | $266,668 | $271,071 | $791,043 | $747,511 |
| Intercompany eliminations | (3,508) | (4,840) | (12,777) | (15,134) |
| Total net revenue – consolidated | $263,160 | $266,231 | $778,266 | $732,377 |
The material drivers and trends affecting our reportable segments’ results of operations presented above are consistent with those discussed on a consolidated basis in "Results of Operations."
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.