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Happen, Inc. Reports Second Quarter 2026 Results

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Record $75.7 Million Pre-Tax Income, 15.1% ROE, and 15.9% ROTCE
Grew Originations 29% Year-over-Year; Increased Diluted EPS 52% Year-over-Year to $0.50
Successfully Rebranded to Happen Bank (Nasdaq: HAPN) from LendingClub

SAN FRANCISCO, July 27, 2026 /PRNewswire/ — Happen, Inc. (Nasdaq: HAPN), parent company of Happen Bank, a digital bank built for the Motivated Middle, today announced financial results for the second quarter ended June 30, 2026.

“Happen delivered a standout quarter, growing originations 29% year-over-year to $3.1 billion, while producing record pre-tax income of $75.7 million and a return on tangible common equity of 15.9%,” said Scott Sanborn, CEO, Happen, Inc. “This is our first quarter operating under the Happen Bank brand, and our results demonstrate exactly what the brand represents: forward momentum. Our core business is firing on all cylinders. We’re ramping our entry into the $500 billion home improvement market and we’re innovating on behalf of our members, all while growing earnings and increasing returns for our shareholders.”

Second Quarter 2026 Results

Highlights:

Launched the new Happen Bank brand.Transferred stock listing from NYSE: LC to Nasdaq: HAPN.Delivering growth across consumer businesses.Began originating loans in the home improvement market.Continued multi-year credit outperformance vs. competitor set, with over 40% lower delinquencies.Record >90% automation rate and AI-powered agent support tools led to record originations efficiency.Executed $12 million of the $100 million Stock Repurchase and Acquisition Program, with cumulative utilization through June totaling $50 million.

Balance Sheet:

Total assets of $12.5 billion, up 16% year-over-year, primarily due to growth in loans and securities.Deposits of $10.8 billion, up 18% year-over-year, with 88% of deposits FDIC-insured.Robust available liquidity of $4.1 billion.Strong capital position with a consolidated Tier 1 leverage ratio of 11.9% and a CET1 capital ratio of 16.9%.

Financial Performance:

Achieved $3.1 billion in origination volume, up 29% compared to the prior year, driven by the successful execution of product and marketing initiatives.Total net revenue increased 6% to $262.9 million, compared to $248.4 million in the prior year, driven by higher loan origination volume and higher net interest income.Provision benefit of $10.9 million, compared to an expense of $39.7 million in the prior year, due to strong credit performance and the 2026 election of fair value option (FVO) accounting for all new originations.Net charge-offs on total loans and leases held for investment improved to $40.6 million, compared to $46.1 million in the same quarter in the prior year, supported by strong credit performance.Net income and Diluted EPS grew 52% to $58.1 million and $0.50, respectively, compared to $38.2 million and $0.33 in the prior year, respectively.Profit margin (pre-tax) of 28.8%, compared to 21.7% in the prior year.Return on Equity (ROE) of 15.1% with a Return on Tangible Common Equity (ROTCE) of 15.9%.

 

Summary Financial Highlights:

Three Months Ended

($ in millions, except per share amounts)

June 30,
2026

March 31,
2026

June 30,
2025

Total net revenue

$          262.9

$          252.3

$          248.4

Provision for credit losses

(10.9)

0.4

39.7

Non-interest expense

198.1

184.5

154.7

Income before income tax expense

75.7

67.3

54.0

Income tax expense

(17.5)

(15.7)

(15.8)

Net income

$            58.1

$            51.6

$            38.2

Diluted EPS

$            0.50

$            0.44

$            0.33

For a calculation of Tangible Book Value Per Common Share and Return on Tangible Common Equity, refer to the “Reconciliation of GAAP to Non-GAAP Financial Measures” tables at the end of this release.

2026 Strategic Priorities & Investments

Happen has made important progress on several strategic initiatives:

Corporate Rebrand: Rebranded to Happen BankTM, a bank that clears the way for people going places, providing fast and easy access to award-winning products that help them save more of what they earn and earn more on what they save. The new brand reflects the company’s transition from a pioneering online lender to a diversified digital-first bank that combines deposits, lending, and a capital-light marketplace bank model. The company completed the transition and began trading on Nasdaq under HAPN in June 2026.

Home Improvement Financing: Having previously acquired foundational technology and key talent, Happen Bank is now underwriting and originating home improvement loans and the pipeline of additional new partners is significant. Home improvement is a $500 billion market where Happen Bank has distinct advantages over incumbents and a meaningful opportunity for growth.

AI and Operating Efficiency: The company has multiple AI initiatives underway across marketing, product, engineering, operations, customer experience, and compliance, with the goal of improving member experience, driving efficiency, and supporting margin expansion over time. AI-powered automation and agent support tools have already led to record personal loans originations production efficiency and a record-high >90% automation rate for issued loans.

New Marketing Channel Investment: The company accelerated investments in new acquisition channels, including paid social and display, ahead of normal seasonal timing in order to build attribution models and data capabilities for the full-year 2026 growth plan. Successful execution of marketing and product initiatives contributed to a 29% year-over-year increase in originations in the second quarter.

Transition to Fair Value Option Accounting: Starting January 1, 2026, Happen Bank adopted FVO accounting for all new originations of loans held for investment. This change aligns the accounting treatment for loans held for investment and held for sale, creating a consistent framework across the business and better aligns the timing of revenue recognition with the timing of credit and operational expenses. The company expects this transition will, over time, result in higher return on invested capital.

From a financial reporting perspective, under FVO, new loans are marked to fair value at origination, with subsequent changes in fair value, reflecting both credit performance and market conditions, flowing through non-interest income each quarter rather than through a separate provision for credit losses. The company will no longer record a CECL provision on new loan originations.

Financial Outlook

Third Quarter 2026

Loan originations

$3.20B to $3.35B

Diluted EPS

$0.43 to $0.48

Full Year 2026

Loan originations

$12.2B to $12.6B

Diluted EPS

$1.80 to $1.90

About Happen Bank

Happen Bank™ – formerly LendingClub Bank – is a digital bank built for the Motivated Middle: high-FICO, high-income, digitally savvy consumers actively managing their financial lives. Our difference? We make it easy for them to access award-winning products that help them keep more of what they earn and earn more on what they save. Our products are aligned by design to reward our five million plus members when they take positive financial steps, like saving regularly or making loan payments on time.

The Company’s success is fueled by our advanced credit underwriting, a proprietary technology platform engineered for innovation, and a marketplace bank model that drives value for members, loan investors, and shareholders alike. The result is affordable credit, meaningful value, and a trusted banking relationship – delivered consistently and profitably at scale.

Happen Bank exists to clear the way for our members to make it happen.

Happen, Inc. (Nasdaq: HAPN) – formerly LendingClub Corporation – is the parent company and operator of Happen Bank, National Association, Member FDIC. For more information about Happen Bank, visit https://www.happen.com. 

Conference Call and Webcast Information

Happen, Inc.’s second quarter 2026 webcast and teleconference is scheduled to begin at 2:00 p.m. Pacific Time (or 5:00 p.m. Eastern Time) on Monday, July 27, 2026. A live webcast of the call will be available at https://ir.happen.com under News & Events menu. To listen to the call, register using this link: https://edge.media-server.com/mmc/p/n9sxvwro ten minutes prior to 2:00 p.m. Pacific Time (or 5:00 p.m. Eastern Time). An audio archive of the call will be available at https://ir.happen.com. Happen, Inc. communicates with its investors and the public, including by disclosing material information pursuant to Regulation FD, through various channels, including its website (including the investor relations page at https://ir.happen.com), social media (including X, LinkedIn and Facebook), filings with the Securities and Exchange Commission, press releases, conference calls and webcasts. Accordingly, we encourage investors and the public to review our communications across all channels.

Question Submissions

Prior to quarterly earnings, investors have the ability to submit and upvote questions for Happen Bank’s management team to consider. To participate, visit the link provided in each quarter’s earnings date announcement.

Contacts
For Investors:
IR@happen.com

Media Contact:
Press@happen.com

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 do 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.

For a reconciliation of such measures to the nearest GAAP measures, please refer to the tables on page 11 of this release.

Safe Harbor Statement

Some of the statements above, including statements regarding our entry into home improvement financing, our AI initiatives, the impact of the transition to fair value option accounting and anticipated future performance and financial results, are “forward-looking statements.” The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “predict,” “project,” “should,” “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 loan performance, our ability to continue to attract and retain new and existing borrowers and marketplace investors (including retaining long-term investors through the duration of their expected partnership and achieving the anticipated level of purchases); competition; overall economic conditions; our ability to integrate acquired technology; the interest rate and/or 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.

HAPPEN, INC.

OPERATING HIGHLIGHTS

(In thousands, except percentages or as noted)

(Unaudited)

As of and for the three months ended

% Change

June 30,
2026

March 31,
2026

December 31,

2025

September 30,

2025

June 30,
2025

Q/Q

Y/Y

Operating Highlights:

Net interest income

$   179,017

$ 176,234

$      163,027

$      158,439

$  154,249

2 %

16 %

Non-interest income

83,838

76,017

103,444

107,792

94,186

10 %

(11) %

Total net revenue

262,855

252,251

266,471

266,231

248,435

4 %

6 %

Provision for credit losses

(10,917)

390

47,158

46,280

39,733

N/M

N/M

Non-interest expense

198,115

184,533

169,284

162,713

154,718

7 %

28 %

Income before income tax expense

75,657

67,328

50,029

57,238

53,984

12 %

40 %

Income tax expense

(17,509)

(15,725)

(8,475)

(12,964)

(15,806)

11 %

11 %

Net income

$    58,148

$   51,603

$        41,554

$        44,274

$    38,178

13 %

52 %

Diluted EPS

$        0.50

$       0.44

$            0.35

$            0.37

$        0.33

14 %

52 %

Total loan originations (in millions)(1)

$      3,145

$     2,669

$         2,637

$          2,656

$      2,433

18 %

29 %

Current period originations sold or held for sale

$      2,039

$     1,717

$         2,090

$          2,027

$      1,702

19 %

20 %

Current period originations held for investment

$      1,107

$        952

$            547

$             629

$         731

16 %

51 %

Total servicing portfolio (in millions)(2)

$     14,596

$   13,854

$        13,423

$         12,986

$    12,524

5 %

17 %

Loans serviced for others

$       8,231

$     7,750

$          7,601

$           7,612

$      7,185

6 %

15 %

Performance Metrics:

Net interest margin

6.14 %

6.28 %

5.98 %

6.18 %

6.14 %

Profit margin(3)

28.8 %

26.7 %

18.8 %

21.5 %

21.7 %

Return on average equity (ROE)(4)

15.1 %

13.7 %

11.3 %

12.4 %

11.1 %

Return on tangible common equity (ROTCE)(5)(6)

15.9 %

14.5 %

11.9 %

13.2 %

11.8 %

Return on average total assets (ROA)(7)

1.9 %

1.8 %

1.5 %

1.7 %

1.5 %

Marketing expense as a % of loan originations(1)

1.99 %

2.08 %

1.73 %

1.53 %

1.38 %

Average balance – total loans and leases held for investment

$ 5,108,678

$ 4,797,639

$   4,767,573

$    4,890,619

$ 4,899,272

6 %

4 %

Net charge-offs – total loans and leases held for investment

$      40,599

$      42,493

$        47,852

$         41,899

$      46,078

(4) %

(12) %

Net charge-off ratio – total loans and leases held for investment(8)

3.2 %

3.5 %

4.0 %

3.4 %

3.8 %

Capital Metrics:

Common equity Tier 1 capital ratio

16.9 %

17.0 %

17.4 %

18.0 %

17.5 %

Tier 1 leverage ratio

11.9 %

11.9 %

12.0 %

12.3 %

12.2 %

Book value per common share

$      13.58

$     13.19

$         13.01

$          12.68

$      12.25

3 %

11 %

Tangible book value per common share(6)

$      12.89

$     12.49

$         12.30

$          11.95

$      11.53

3 %

12 %

(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 second and first quarters of 2026, this update included small business loan originations of $38 million and $15 million, respectively. Prior periods have been reclassified to conform to the current period presentation.

(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.

(3) 

Calculated as the ratio of income before income tax expense to total net revenue.

(4) 

Calculated as annualized net income divided by average equity for the period presented.

(5) 

Calculated as annualized net income divided by average tangible common equity for the period presented.

(6) 

Represents a non-GAAP financial measure. See “Reconciliation of GAAP to Non-GAAP Financial Measures.”

(7) 

Calculated as annualized net income divided by average total assets for the period presented.

(8) 

Beginning in the first quarter of 2026, the net charge-off ratio is calculated as annualized net charge-offs for total loans and leases held for investment (at amortized cost and fair value) divided by average total outstanding loans and leases held for investment during the period. Prior to the first quarter of 2026, this was calculated based on loans and leases held for investment at amortized cost only. Prior period amounts have been reclassified to conform to the current period presentation.

 

HAPPEN, INC.

OPERATING HIGHLIGHTS (Continued)

(In thousands, except percentages or as noted)

(Unaudited)

As of the period ended

% Change

June 30,
2026

March 31,
2026

December 31,

2025

September 30,

2025

June 30,
2025

Q/Q

Y/Y

Balance Sheet Data:

Securities available for sale

$ 4,046,761

$ 3,867,576

$    3,706,709

$    3,742,304

$ 3,527,142

5 %

15 %

Loans held for sale

$ 1,773,052

$ 1,836,121

$    1,762,396

$    1,213,140

$ 1,008,168

(3) %

76 %

Loans and leases held for investment

$ 5,078,318

$ 4,700,990

$    4,470,383

$    4,573,425

$ 4,765,068

8 %

7 %

Total loans and leases

$ 6,851,370

$ 6,537,111

$    6,232,779

$    5,786,565

$ 5,773,236

5 %

19 %

Total assets

$ 12,549,040

$ 11,939,839

$  11,567,816

$  11,072,515

$ 10,775,333

5 %

16 %

Total deposits

$ 10,765,267

$ 10,189,511

$    9,833,870

$    9,388,233

$ 9,136,124

6 %

18 %

Total liabilities

$ 10,981,575

$ 10,416,311

$  10,067,388

$    9,610,302

$ 9,369,298

5 %

17 %

Total equity

$ 1,567,465

$ 1,523,528

$    1,500,428

$    1,462,213

$ 1,406,035

3 %

11 %

 

HAPPEN, INC.

LOANS AND LEASES HELD FOR INVESTMENT BY DELINQUENCY STATUS

(In thousands)

(Unaudited)

 

The following tables present loans and leases held for investment (at amortized cost and fair value) by delinquency status(1):

June 30, 2026

Current

30-59
Days

60-89
Days

90 or More
Days

Total

Guaranteed
Amount (2)

Unsecured consumer (3)

$            3,966,514

$   19,724

$   16,249

$    14,386

$            4,016,873

$            —

Residential mortgages

146,498

—

—

962

147,460

—

Secured consumer

406,339

2,378

741

157

409,615

—

Total consumer loans held for investment

4,519,351

22,102

16,990

15,505

4,573,948

—

Equipment finance (4)

29,827

—

—

3,422

33,249

—

Commercial real estate (5)

490,680

1,765

—

6,373

498,818

38,783

Commercial and industrial

136,122

2,560

2,888

23,230

164,800

115,001

Total commercial loans and leases held for investment

656,629

$    4,325

$    2,888

$    33,025

$ 696,867

$      153,784

Total loans and leases held for investment

$            5,175,980

$   26,427

$   19,878

$    48,530

$            5,270,815

$      153,784

December 31, 2025

Current

30-59
Days

60-89
Days

90 or More
Days

Total

Guaranteed
Amount (2)

Unsecured consumer (3)

$            3,600,434

$   24,075

$   19,685

$    18,929

$            3,663,123

$            —

Residential mortgages

150,099

—

888

86

151,073

—

Secured consumer

257,063

3,015

596

395

261,069

—

Total consumer loans held for investment

4,007,596

27,090

21,169

19,410

4,075,265

—

Equipment finance (4)

35,973

696

—

3,088

39,757

—

Commercial real estate (5)

461,307

—

—

11,182

472,489

39,507

Commercial and industrial

133,526

1,540

1,878

20,074

157,018

108,826

Total commercial loans and leases held for investment

630,806

2,236

1,878

34,344

669,264

148,333

Total loans and leases held for investment

$            4,638,402

$   29,326

$   23,047

$    53,754

$            4,744,529

$      148,333

(1) 

Beginning in the first quarter of 2026, amounts include loans and leases held for investment measured at both amortized cost and fair value. Prior to the first quarter of 2026, amounts included loans and leases held for investment at amortized cost only.

(2) 

Represents loan balances guaranteed by the Small Business Association (SBA).

(3) 

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.

(4) 

Comprised of sales-type leases for equipment.

(5) 

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

 

HAPPEN, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share and per share data)

(Unaudited)

Three Months Ended

Change (%)

June 30,
2026

March 31,
2026

June 30,
2025

Q2 2026

vs

Q1 2026

Q2 2026

vs

Q2 2025

Interest income:

Interest on loans (1)

$      206,397

$       199,897

$      174,645

3 %

18 %

Interest on securities available for sale

55,114

54,411

55,339

1 %

— %

Other interest income

7,424

6,899

7,113

8 %

4 %

Total interest income

$      268,935

$       261,207

$      237,097

3 %

13 %

Interest expense:

Interest on deposits

89,916

84,971

82,845

6 %

9 %

Other interest expense

2

2

3

— %

(33) %

Total interest expense

89,918

84,973

82,848

6 %

9 %

Net interest income

179,017

176,234

154,249

2 %

16 %

Non-interest income:

Origination fees (2)

164,006

130,088

87,578

26 %

87 %

Servicing fees (2)

12,890

13,113

16,395

(2) %

(21) %

Gain on sales of loans (2)

21,461

16,269

13,540

32 %

59 %

Net fair value adjustments (2)

(121,145)

(88,925)

(27,869)

(36) %

(335) %

Other non-interest income

6,626

5,472

4,542

21 %

46 %

Total non-interest income

83,838

76,017

94,186

10 %

(11) %

Total net revenue

262,855

252,251

248,435

4 %

6 %

Provision for credit losses

(10,917)

390

39,733

N/M

N/M

Non-interest expense:

Compensation and benefits

68,221

65,514

61,989

4 %

10 %

Marketing

62,580

55,415

33,580

13 %

86 %

Equipment and software

15,846

15,293

14,495

4 %

9 %

Depreciation and amortization

18,152

15,819

15,460

15 %

17 %

Professional services

11,989

11,767

10,300

2 %

16 %

Occupancy

4,982

6,391

4,787

(22) %

4 %

Other non-interest expense

16,345

14,334

14,107

14 %

16 %

Total non-interest expense

198,115

184,533

154,718

7 %

28 %

Income before income tax expense

75,657

67,328

53,984

12 %

40 %

Income tax expense

(17,509)

(15,725)

(15,806)

11 %

11 %

Net income

$        58,148

$         51,603

$        38,178

13 %

52 %

Net income per share: 

Basic EPS

$           0.50

$            0.45

$           0.33

11 %

52 %

Diluted EPS

$           0.50

$            0.44

$           0.33

14 %

52 %

Weighted-average common shares – Basic

115,376,906

115,400,564

114,409,231

— %

1 %

Weighted-average common shares – Diluted

117,274,710

117,333,435

115,692,969

— %

1 %

(1) 

Beginning in the first quarter of 2026, we combined “Interest on loans held for sale,” “Interest and fees on loans and leases held for investment,” and “Interest on loans held for investment at fair value,” into a single line item called “Interest on loans.” Prior period amounts have been reclassified to conform to the current period presentation.

(2) 

Beginning in the first quarter of 2026, these components previously aggregated under “Marketplace revenue” on the Income Statement, are now presented as separate line items. Prior period amounts have been reclassified to conform to the current period presentation.

 

HAPPEN, INC.

NET INTEREST INCOME

(In thousands, except percentages or as noted)

(Unaudited)

Consolidated (1)

Three Months Ended

June 30, 2026

Three Months Ended

March 31, 2026

Three Months Ended

June 30, 2025

Average
Balance

Interest Income/
Expense

Average Yield/
Rate

Average
Balance

Interest Income/
Expense

Average Yield/
Rate

Average
Balance

Interest Income/
Expense

Average Yield/
Rate

Interest-earning assets (2)

Cash, cash equivalents,

restricted cash and other

$   825,029

$  7,424

3.60 %

$  775,385

$  6,899

3.56 %

$  679,603

$  7,113

4.19 %

Securities available for sale

at fair value

3,880,678

55,114

5.68 %

3,737,199

54,411

5.82 %

3,411,020

55,339

6.49 %

Loans held for sale at fair

value

1,850,763

64,039

13.84 %

1,910,017

64,531

13.51 %

1,061,845

32,489

12.24 %

Loans held for investment

at fair value

1,667,694

46,540

11.16 %

807,486

25,467

12.62 %

722,685

19,761

10.94 %

Loans and leases held for

investment at amortized

cost:

Unsecured consumer

loans

2,438,480

80,830

13.26 %

2,934,584

94,763

12.92 %

3,177,439

107,829

13.57 %

Commercial and secured

consumer loans

1,002,504

14,988

5.98 %

1,055,569

15,136

5.74 %

999,148

14,566

5.83 %

Loans and leases held for

investment at amortized

cost

3,440,984

95,818

11.14 %

3,990,153

109,899

11.02 %

4,176,587

122,395

11.72 %

Total loans and leases held

for investment

5,108,678

142,358

11.15 %

4,797,639

135,366

11.29 %

4,899,272

142,156

11.61 %

Total interest-earning assets

11,665,148

268,935

9.22 %

11,220,240

261,207

9.31 %

10,051,740

237,097

9.44 %

Cash and due from banks

and restricted cash

25,687

26,343

38,746

Allowance for loan and l

ease losses

(218,977)

(262,466)

(247,133)

Other non-interest earning

assets

695,671

668,486

633,711

Total assets

$            12,167,529

$            11,652,603

$            10,477,064

Interest-bearing liabilities

Interest-bearing deposits (3):

Savings and money

market accounts

6,897,169

61,372

3.57 %

6,694,780

58,714

3.56 %

6,152,936

58,934

3.84 %

Certificates of deposit

2,736,658

27,381

4.01 %

2,488,015

25,174

4.10 %

1,997,980

22,469

4.51 %

Checking accounts

389,934

1,163

1.20 %

393,963

1,083

1.12 %

426,107

1,442

1.36 %

Interest-bearing deposits

10,023,761

89,916

3.60 %

9,576,758

84,971

3.60 %

8,577,023

82,845

3.87 %

Other interest-bearing

liabilities

220

2

3.81 %

222

2

3.79 %

220

3

4.54 %

Total interest-bearing liabilities

10,023,981

89,918

3.60 %

9,576,980

84,973

3.60 %

8,577,243

82,848

3.87 %

Noninterest-bearing

deposits

343,281

334,136

282,113

Other liabilities

256,029

233,776

236,509

Total liabilities

$            10,623,291

$            10,144,892

$ 9,095,865

Total equity

$ 1,544,238

$ 1,507,711

$ 1,381,199

Total liabilities and equity

$            12,167,529

$            11,652,603

$            10,477,064

Interest rate spread

5.62 %

5.71 %

5.57 %

Net interest income and

net interest margin

$         179,017

6.14 %

$         176,234

6.28 %

$         154,249

6.14 %

(1) 

Consolidated presentation reflects intercompany eliminations.

(2) 

Nonaccrual loans and any related income are included in their respective loan categories.

(3) 

Prior period amounts have been reclassified to conform to the current period presentation.

 

HAPPEN, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and Per Share Amounts)

(Unaudited)

June 30,
2026

December 31,
2025

Assets

Cash and due from banks

$          11,957

$       11,749

Interest-bearing deposits in banks

900,810

905,905

Total cash and cash equivalents

912,767

917,654

Restricted cash

15,455

12,783

Securities available for sale at fair value ($4,103,026 and $3,733,780 at amortized cost, respectively)

4,046,761

3,706,709

Loans held for sale at fair value

1,773,052

1,762,396

Loans held for investment at fair value

2,085,066

473,314

Loans and leases held for investment

3,186,145

4,272,812

Allowance for loan and lease losses

(192,893)

(275,743)

Loans and leases held for investment, net

2,993,252

3,997,069

Property, equipment and software, net

276,454

254,088

Goodwill

75,717

75,717

Other assets

370,516

368,086

Total assets

$     12,549,040

$  11,567,816

Liabilities and Equity

Deposits:

Interest-bearing

$     10,336,236

$    9,459,483

Noninterest-bearing

429,031

374,387

Total deposits

10,765,267

9,833,870

Other liabilities

216,308

233,518

Total liabilities

10,981,575

10,067,388

Equity

Common stock, $0.01 par value; 180,000,000 shares authorized; 115,407,464 and 115,368,987 shares issued and outstanding, respectively

1,154

1,154

Additional paid-in capital

1,697,357

1,719,233

Accumulated deficit

(92,048)

(201,799)

Accumulated other comprehensive loss

(38,998)

(18,160)

Total equity

1,567,465

1,500,428

Total liabilities and equity

$     12,549,040

$  11,567,816

 

HAPPEN, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(In thousands, except share and per share data)

(Unaudited)

Tangible Book Value Per Common Share

June 30,
2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,
2025

GAAP common equity

$      1,567,465

$      1,523,528

$      1,500,428

$      1,462,213

$      1,406,035

Less: Goodwill

(75,717)

(75,717)

(75,717)

(75,717)

(75,717)

Less: Customer relationship intangible assets

(4,492)

(5,039)

(5,685)

(8,206)

(7,068)

Tangible common equity

$      1,487,256

$      1,442,772

$      1,419,026

$      1,378,290

$      1,323,250

Book value per common share

GAAP common equity

$     1,567,465

$      1,523,528

$      1,500,428

$      1,462,213

$      1,406,035

Common shares issued and outstanding

115,407,464

115,497,890

115,368,987

115,301,440

114,740,147

Book value per common share

$            13.58

$             13.19

$            13.01

$            12.68

$            12.25

Tangible book value per common share

Tangible common equity

$      1,487,256

$      1,442,772

$      1,419,026

$      1,378,290

$      1,323,250

Common shares issued and outstanding

115,407,464

115,497,890

115,368,987

115,301,440

114,740,147

Tangible book value per common share

$             12.89

$             12.49

$             12.30

$             11.95

$             11.53

Return On Tangible Common Equity

For the three months ended

June 30,
2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,
2025

Average GAAP common equity

$    1,544,238

$    1,507,711

$    1,473,356

$    1,424,538

$    1,381,199

Less: Average goodwill

(75,717)

(75,717)

(75,717)

(75,717)

(75,717)

Less: Average customer relationship intangible assets

(4,766)

(5,362)

(6,031)

(6,722)

(7,423)

Average tangible common equity

$    1,463,755

$    1,426,632

$    1,391,608

$    1,342,099

$    1,298,059

Return on average equity

Annualized GAAP net income

$       232,592

$       206,412

$       166,216

$       177,096

$       152,712

Average GAAP common equity

$    1,544,238

$    1,507,711

$    1,473,356

$    1,424,538

$    1,381,199

Return on average equity

15.1 %

13.7 %

11.3 %

12.4 %

11.1 %

Return on tangible common equity

Annualized GAAP net income

$       232,592

$       206,412

$       166,216

$       177,096

$       152,712

Average tangible common equity

$    1,463,755

$    1,426,632

$    1,391,608

$    1,342,099

$    1,298,059

Return on tangible common equity

15.9 %

14.5 %

11.9 %

13.2 %

11.8 %

 

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SOURCE Happen, Inc.

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Cboe Clear U.S. Receives SEC Approval to Expand Clearing Capabilities

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SEC registration enables Cboe Clear U.S. to clear binary securities options alongside futures, positioning it to support innovation across the market

CHICAGO, Oct. 23, 2026 /PRNewswire/ — Cboe Global Markets, Inc. (Cboe: CBOE), a leading global markets operator and pioneer in equity and index derivatives, today announced that Cboe Clear U.S., LLC (CCUS) has received temporary registration from the U.S. Securities and Exchange Commission (SEC) to operate as a Covered Clearing Agency.

The registration expands CCUS’s clearing capabilities beyond its existing authorities as a Commodity Futures Trading Commission (CFTC)-registered Derivatives Clearing Organization (DCO) to clear securities products in addition to futures and swaps products. Together with recent enhancements to its regulatory framework and product scope, the milestone positions CCUS to support innovation and emerging opportunities across a broad range of assets and markets.

CCUS will initially use its SEC registration to clear Cboe’s binary securities options tied to specified corporate key performance indicators (KPIs), which are planned to list on Cboe Options Exchange and be available on Robinhood in the fourth-quarter 2026. CCUS also recently received CFTC approval to clear margined futures broadly and continues to clear digital asset derivatives under its DCO designation.

“Clearing plays a critical role in bringing innovation to market,” said Dale Michaels, Head of Cboe Clear U.S. “These expanded capabilities position Cboe Clear U.S. to become an innovation lane to support new products and meet evolving customer needs, while maintaining the rigorous risk management standards that are fundamental to our business.”

These efforts complement Cboe’s longstanding partnership with The Options Clearing Corporation (OCC)® and Cboe’s continued commitment to supporting the established clearing infrastructure for traditional equity options.

The development builds on the growth of Cboe’s established European clearing business, where Cboe Clear Europe has become the leading pan-European equities central counterparty, while expanding into new services such as securities financing transaction clearing. Together, these advances demonstrate Cboe’s ability to extend its clearing capabilities across markets and asset classes.

To support its own future growth, CCUS has strengthened its infrastructure over the past year, including electing in June to become a Subpart C DCO. In doing so, CCUS is voluntarily adopting the enhanced standards the CFTC applies to systemically important DCOs for financial resources, risk management and operational resilience, aligning with those applied to leading global clearing organizations.

About Cboe Global Markets

Cboe Global Markets (Cboe: CBOE) is a leading global markets operator with a long history of innovation in equity and index derivatives. Since launching the world’s first listed options exchange in 1973, Cboe has pioneered landmark products, including the introduction of S&P 500® index options and the creation of the VIX® Index, the world’s leading gauge of market volatility, reshaping how investors manage risk and access opportunity. Today, Cboe operates derivatives, equities, and FX markets, providing trading, clearing, and investment solutions for customers worldwide. To learn more, visit www.cboe.com.

Cboe Media Contacts

 

Cboe Analyst Contact

 

Angela Tu

+1-646-856-8734

atu@cboe.com

Tim Cave

+44 (0) 7593-506-719

tcave@cboe.com

Kenneth Hill, CFA

+1-312-786-7559

khill@cboe.com

CBOE-C
CBOE-OE

Cboe®, Cboe Global Markets®, and VIX ® are registered trademarks or service marks of Cboe Exchange, Inc and S&P 500® is a registered trademark of Standard & Poor’s Financial Services LLC. All other trademarks and service marks are the property of their respective owners. 

Cautionary Statements Regarding Forward-Looking Information

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. All statements that reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements.

We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Some factors that could cause actual results to differ include: the loss of our right to exclusively list and trade certain index options and futures products; economic, political and market conditions; compliance with legal and regulatory obligations; price and new products and services competition and consolidation in our industry; decreases in trading or clearing volumes, market data fees or a shift in the mix of products traded on our exchanges; legislative or regulatory changes or changes in tax regimes; our ability to protect our systems and communication networks from security vulnerabilities and breaches; our ability to attract and retain skilled management and other personnel; increasing competition by foreign and domestic entities; our business and operational dependence on and exposure to risk from third parties; factors that impact the quality and integrity of our and other applicable indices; our ability to manage our global operations, growth, and strategic acquisitions, wind downs, divestitures, or alliances effectively; increases in the cost of the products and services we use; our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights; our ability to minimize the risks, including our credit, liquidity, market, investment, counterparty, and default risks, associated with operating our  clearinghouses; our ability to accommodate trading and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems; misconduct by those who use our markets or our products or for whom we clear transactions; challenges to our use of open source software code; our ability to meet our compliance obligations, including managing our business interests and our regulatory responsibilities; the loss of key customers or a significant reduction in trading or clearing volumes by key customers; damage to our reputation; the ability of our compliance and risk management methods to effectively monitor and manage our risks; restrictions imposed by our debt obligations and our ability to make payments on or refinance our debt obligations; our ability to maintain an investment grade credit rating; impairment of our goodwill, long-lived assets, investments or intangible assets; the accuracy of our estimates and expectations; and litigation risks and other liabilities. More detailed information about factors that may affect our actual results to differ may be found in our filings with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2025 and other filings made from time to time with the SEC.

We do not undertake, and we expressly disclaim, any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

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SOURCE Cboe Global Markets, Inc.

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Hears Everything, Uploads Nothing: VoxNexus Launches Android’s First Low-Power On-Device Always-On Voice Artificial Intelligence (AI)

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VoxNexus’ new on-device ambient listening solution runs for 12 hours on 2.49% of a phone’s battery and never sends audio to the cloud

MADRID, Oct. 23, 2026 /PRNewswire/ — VoxNexus (www.VoxNexus.ai) released VoxEdge, an on-device voice stack that brings speech recognition, translation and speech synthesis to affordable Android devices, entirely offline. VoxEdge supports speech recognition in 36 languages, translation in 103 languages, and speech synthesis in 45 languages—all running with no connection, no data bundle, and no cloud token bills.

AI should work for everyone, not just for speakers of a handful of mainstream languages. Yet across much of Africa, voice AI has been held back by scarce training data and the lack of targeted fine-tuning. Everyday speech also includes code-switching and dialect variation, while cloud-based inference costs can make deployment at scale expensive. 

VoxNexus’s solutions run entirely on device, and every query is free once the model is installed on the device. Its speech recognition model has as few as 65 million parameters and achieves a lower word error rate than open-source models nearly ten times its size.

“Under-resource languages aren’t small languages. Hundreds of millions of people speak them. Until now, AI models just haven’t learned them yet,” said Charles Shi, CEO of VoxNexus.

VoxNexus also launched VoxSense, an on-device ambient listening solution that uses only 162 mAh for 12 hours of continuous listening, around 2.5% of a 6,500 mAh phone battery. By keeping all processing on device, VoxSense makes always-on listening practical without draining the battery and without sending any audio to the cloud. Developers and device makers can easily integrate it through a license and a simple SDK. Developers can request a free trial here: www.VoxNexus.ai.

VoxSense and VoxEdge were unveiled at the MediaTek Dimensity 9600 launch in Madrid on October 19.

Distributed by APO Group on behalf of VoxNexus AI. 

About VoxNexus:
VoxNexus builds AI that hears and speaks — for everyone, everywhere, all the time. Its audio intelligence runs entirely on-device, delivering low latency, built-in privacy, and zero token cost across any device with a chip. VoxNexus is headquartered in Singapore. Website: www.VoxNexus.ai. Contact: public@voxnexus.ai  

VoxNexus demonstrates live on-device speech recognition at the MediaTek Dimensity 9600 launch in Madrid on Oct. 19, 2026. Spanish and English conversations were transcribed in real time on the phone, with no cloud connection. (Photo: VoxNexus) 

Speaks Your Language, No Internet Needed: VoxNexus Brings On-Device Voice Artificial Intelligence (AI) in 100+ Languages to Affordable Android Devices

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SOURCE VoxNexus AI

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team.blue extends €1.1 billion of its Term Loan B to 2032 in the largest software Euro term loan issuance in the last 12 months

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GHENT, Belgium, Oct. 23, 2026 /PRNewswire/ — team.blue, a leading pan-European provider of digital solutions for small and medium-sized businesses (SMBs) backed by Hg, CPP Investments and Sofina, today announces the successful pricing of an amendment and maturity extension for €1.1 billion of its existing €1.35 billion Term Loan B. The transaction priced on 22 October 2026, with the refinanced tranche extended from September 2029 to July 2032, reinforcing the Company’s prudent capital structure approach.

Strong demand from a broad group of institutional investors enabled team.blue to upsize the transaction twice in-market, taking the final deal size to €1.1 billion from a minimum initial launch size of €500 million, despite recent credit market volatility. Pro forma for the transaction, c.90% of team.blue’s term debt now matures in 2032.

The transaction comes at a time of significant momentum for team.blue, with continued double-digit revenue growth and strong cash generation supporting its deleveraging trajectory. Its products help Europe’s SMBs get online, get customers, get paid and stay compliant, and AI-enabled products are increasingly driving new customer growth. team.blue continues to innovate across its portfolio, from smarter tools within its brands to secure European cloud hosting built for customers’ growing AI workloads. Its category-leading SaaS brands are also integrating with leading AI assistants, bringing team.blue’s products to customers wherever they work.

Transaction highlights

The largest software Euro term loan issuance in the last 12 months€1.1 billion Term Loan B, borrowed by team.blue Finco S.à r.l., maturing July 2032Priced at E + 425bps with a 0% floor and an OID of 98.5Upsized twice from an initial €500 million, reflecting a heavily oversubscribed order bookCorporate and facility ratings of B3 (Moody’s) and B (S&P), both with stable outlooksBofA acted as Global Coordinator and Left Lead Physical Bookrunner, alongside Barclays. ABN AMRO, BNP Paribas, Citi, ING and J.P. Morgan acted as Bookrunners

Jonathan Thackray, Chief Financial Officer of team.blue, said:
“We set out to extend €500 million of our Term Loan B, and the depth of support from our institutional investor base allowed us to go much further. This reflects confidence in team.blue’s highly recurring, cash-generative model and our position as a leading digital partner for Europe’s SMBs. It gives us the flexibility to keep innovating and investing in the digital and AI-enabled tools our customers rely on.”

About team.blue
team.blue is the pan-European digital partner for small and medium businesses, serving more than 3.5 million customers in 24 countries. From web hosting, domains, email and cloud and AI infrastructure to e-commerce, engagement, payments and compliance tools, team.blue helps SMBs get online, get customers, get paid and stay compliant. Supported by more than 4,000 employees, team.blue’s vision is to make online business success simpler, with artificial intelligence at every step. 

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