HAPN on Nasdaq

Happen Bank

Logo: happen.com5

American financial services company

Happen Bank Inc. (formerly LendingClub Corporation) is an American financial services company headquartered in San Francisco, California. It was the first peer-to-peer lender to register its offerings as securities with the Securities and Exchange Commission (SEC), and to offer loan trading on a secondary market. At its height, LendingClub was the world's largest peer-to-peer lending platform.3 Its shares trade on Nasdaq under the symbol HAPN.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

2006Founded1

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  • TickerHAPN on Nasdaq1
  • Industryfinance1
  • HeadquartersSan Francisco1
  • Websitewww.happen.com
  • Legal formDelaware corporation1
  • Incorporated inDE6
  • Business address88 Kearny St, Suite 600, San Francisco, Ca 941086
  • Filer categoryLarge accelerated filer6
  • LEI549300YC50YO7Y1OJR924
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 42285394

Happen Bank Inc. (formerly LendingClub Corporation) is an American financial services company headquartered in San Francisco, California. It was the first peer-to-peer lender to register its offerings as securities with the Securities and Exchange Commission (SEC), and to offer loan trading on a secondary market. At its height, LendingClub was the world's largest peer-to-peer lending platform.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

13.6%Net margin9
26.9%Revenue growth, 20259
9.0%Return on equity9
0.00×Debt to equity9
-$2.9BFree cash flow9

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Financial Service brought in 86% of the revenue Happen Bank broke down this way in fiscal 2025.

  1. Financial Service$372.8M986%up 32% from 2024
  2. Servicing Fees$59.0M914%down 9% from 2024
Products and services by year
Products and services202320242025
Financial Service$279.1M$283.4M$372.8M
Servicing Fees$98.6M$64.9M$59.0M

Business segments

LendingClub Bank brought in 96% of the revenue Happen Bank broke down this way in fiscal 2025.

  1. LendingClub Bank$980.8M996%up 29% from 2024
  2. LendingClub Corporation$37.9M94%down 24% from 2024
Business segments by year
Business segments202320242025
LendingClub Bank$833.1M$760.1M$980.8M
LendingClub Corporation$61.2M$50.2M$37.9M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs49¢$486.0M
  • Interest34¢$335.9M
  • Income tax4¢$41.3M
  • Profit14¢$135.7M

Out of $998.8M in revenue.9

Financial statements

Revenue101112139$998.8M in 2025+65% since 2019
0$500.0M$1.0B$1.5B2019: $604.2M$604.2M20192020: $314.7M$314.7M2020−48%2021: $818.6M$818.6M2021+160%2022: $1.2B$1.2B2022+45%2023: $864.6M$864.6M2023−27%2024: $787.0M$787.0M2024−9%2025: $998.8M$998.8M2025+27%
Net income141512139$135.7M in 2025
-$200.0M0$200.0M$400.0M2019: -$30.7M-$30.7M20192020: -$187.5M-$187.5M2020+510%2021: $18.6M$18.6M20212022: $289.7M$289.7M2022+1459%2023: $38.9M$38.9M2023−87%2024: $51.3M$51.3M2024+32%2025: $135.7M$135.7M2025+164%

Every line of the income statement as filed: the last 3 fiscal years, latest first.9

Period ending2025-12-312024-12-312023-12-31
Marketplace revenue$355.9M$242.8M$291.5M
Other non-interest income$17.2M$10.2M$11.3M
Total non-interest income$373.2M$253.0M$302.8M
Interest on loans held for sale$142.9M$92.4M$35.7M
Interest and fees on loans and leases held for investment$490.1M$494.2M$616.7M
Interest on loans held for investment at fair value$72.8M$77.0M$74.1M
Interest on securities available for sale$223.8M$188.0M$40.2M
Other interest income$31.9M$56.3M$65.9M
Total interest income$961.5M$908.0M$832.6M
Interest on deposits$335.7M$369.2M$265.6M
Other interest expense$147.0K$4.7M$5.2M
Total interest expense$335.9M$373.9M$270.8M
Net interest income$625.7M$534.0M$561.8M
Total net revenue$998.8M$787.0M$864.6M
Provision for credit losses$191.3M$178.3M$243.6M
Compensation and benefits$241.8M$232.2M$261.9M
Marketing$149.2M$100.4M$93.8M
Equipment and software$57.0M$51.2M$53.5M
Depreciation and amortization$62.9M$58.8M$47.2M
Professional services$42.3M$32.0M$35.2M
Occupancy$19.8M$15.8M$17.5M
Other non-interest expense$57.4M$53.2M$57.3M
Total non-interest expense$630.6M$543.7M$566.4M
Income before income tax expense$176.9M$65.1M$54.6M
Income tax expense-$41.3M-$13.7M-$15.7M
Net income$135.7M$51.3M$38.9M
Basic EPS (in dollars per share)$1.18$0.46$0.36
Diluted EPS (in dollars per share)$1.16$0.45$0.36
Weighted-average common shares basic (in shares)114.6M shares111.7M shares108.5M shares
Weighted-average common shares diluted (in shares)117.2M shares113.1M shares108.5M shares

Compare Happen Bank with another company

Corporate structure

Happen Bank sits at the top of its group. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Happen Bank

  • Happen Bank San Francisco, California, United States
    • Happen Bank, National Association Subsidiary · Lehi, Utah, United States
    • LendingClub Structured Loan Certificate Issuer Trust Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Happen Bank reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Furniture and fixtures$5.6M13 Dec 31, 2024$5.8M13 Dec 31, 2023−5.0%
Computer equipment and software$222.0M13 Dec 31, 2024$209.3M13 Dec 31, 2023+6.1%
Leasehold improvements$30.7M13 Dec 31, 2024$30.8M13 Dec 31, 2023−0.2%
Property and equipment, before depreciation$383.4M9 Dec 31, 2025$280.5M9 Dec 31, 2024+36.7%
Accumulated depreciation$129.4M9 Dec 31, 2025$112.9M9 Dec 31, 2024+14.5%
Property and equipment, net$254.1M9 Dec 31, 2025$167.5M9 Dec 31, 2024+51.7%
Operating-lease assets (leased space)$12.9M9 Dec 31, 2025$21.3M9 Dec 31, 2024−39.3%

Investments

ItemLatestA year beforeChange
Loans, net of allowance$4.0B9 Dec 31, 2025$3.9B9 Dec 31, 2024+2.8%
Deposits held (banks)$9.8B9 Dec 31, 2025$9.1B9 Dec 31, 2024+8.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$75.7M9 Dec 31, 2025$75.7M9 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$7.4M9 Dec 31, 2025$8.6M9 Dec 31, 2024−13.6%
Finite-lived intangibles, net$7.4M9 Dec 31, 2025$8.6M13 Dec 31, 2024−13.6%

Properties, in its own words

In April 2025, we acquired a 233,887 square foot office building located in San Francisco, California. Approximately 100,000 square feet will be used as our headquarters beginning in the second quarter of 2026, following the expiration of our current San Francisco headquarters office lease. In addition to our headquarters, we lease office space in other parts of the United States, including in the Salt Lake City, Utah area, expiring in 2029, as well as in Boston, Massachusetts and New York, New York, both expiring in 2028. These leases total approximately 140,000 square feet. We believe our current leased properties are adequate for our immediate business needs.

For more information regarding our leases, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 17. Leases” of this Annual Report.

Item 2 of the 10-K filed Feb 12, 2026.18

The story

Happen Inc., originally LendingClub, was initially launched on Facebook as one of Facebook's first applications. After receiving $10.26 million in a Series A funding round in August 2007, from venture capital investors Norwest Venture Partners and Canaan Partners, Happen Bank was developed into a full-scale peer-to-peer lending company.

On April 8, 2008, Happen Bank temporarily suspended new lender registration, canceled its affiliate program and entered a "quiet period" while it awaited approval to issue promissory notes to lenders. On June 20, 2008, Happen Bank filed an S-1 statement with the U.S. Securities and Exchange Commission (SEC) seeking the registration of $600 million in "Member Payment Dependent Notes" to be issued on its website. On August 1, 2008, Happen Bank filed an amendment to its Form S-1 outlining new interest rate formulas as well as more details on a "resale trading system". On October 14, 2008, Happen Bank announced its completion of the SEC registration process, posted the filed prospectus on its website, and resumed new lender registration. Notes issued on or after October 14, 2008 represent Happen Bank securities rather than direct obligations of the ultimate borrower and are tradable (can be bought and sold) on the Foliofn trading platform. In March 2009, Happen Bank raised $12 million in a Series B funding round led by Morgenthaler Ventures.

Pre-IPO growth

In April 2010, the company raised $24.5 million in a Series C funding led by Foundation Capital and joined by existing investors including Morgenthaler Ventures, Norwest Venture Partners and Canaan Partners.

In August 2011, Happen Bank raised an additional $25 million in venture capital from Union Square Ventures and Thomvest, owned by the Thomson family of Thomson-Reuters. This led to Happen Bank earning a $275 million post-money valuation and an increase of $80 million in valuation from the preceding year. Thomson-Reuters founder Peter J. Thomson also invested an unspecified amount of his personal fortune into LendingClub. In fall 2011, Happen Bank's headquarters moved to downtown San Francisco; its earlier offices were located in Sunnyvale and Redwood City. Co-founder Soul Htite moved to China to start Dianrong.com, a peer-to-peer lending company based in Shanghai.

In 2012, the company employed about 80 people, with Renaud Laplanche continuing as the company CEO and chairman of the Board of Directors. The company averaged about $1.5 million in loan originations daily, with a total of $600 million since its founding. In April 2012, Happen Bank's SEC registration from 2008 was renewed for $1 billion USD in Member Payment Dependent Notes and became effective on April 10, 2012. In June 2012, the company received $15 million in new funding from Kleiner Perkins Caufield & Byers and $2.5 million of personal investments from John J. Mack. Kleiner Perkins partner Mary Meeker joined Mack on Happen Bank's board of directors. This led to a $570 million valuation of the company. In November 2012, Happen Bank surpassed $1 billion in loans issued since inception and announced they were now cash flow positive.

In May 2013, Google Capital purchased a stake in Happen Bank. Happen Bank also began partnering with smaller banks in order to help streamline their small loans operations. In June 2013 the company partnered with Titan Bank in Texas and Congressional Bank in Maryland in order to help them facilitate loans that would have been otherwise unprofitable for them.

Initial public offering (IPO)

In March 2014, Happen Bank began providing loans to small businesses. In April 2014 Happen Bank acquired Springstone Financial. On August 27, 2014, Happen Bank filed for an IPO with the SEC, the offering taking place in December 2014. On December 10, 2014, the company raised almost $900 million in the largest U.S. tech IPO of 2014. The stock ended the first trading day up 56%, valuing the company at $8.5bn.

Car loans and mortgages

Laplanche told Forbes in April 2015 that Happen Bank would expand into car loans and mortgages. Happen Bank also announced a partnership with Google to extend credit to smaller companies that use Google's business services. The company signed partnerships with Google, Alibaba.com, BancAlliance, and HomeAdvisor, including vetting community bank lenders for BancAlliance (a group of 200 banks), in order to send people on its platform to various community finance institutions. That year Happen Bank partnered with Opportunity Fund, announced by former President Bill Clinton at the Clinton Global Initiative. The partnership intended to provide $10 million to small businesses in areas of California that are underserved by lenders. Happen Bank and other small business lenders partnered with Sam’s Club to deliver its “business lending center” product.

Read the full text

Scandal and struggle, 2016-2017

Like other peer-to-peer lenders including Prosper, Sofi, and Khutzpa.com, LendingClub experienced increasing difficulty attracting investors during early 2016. This led the firm to increase the interest rate it charged borrowers on three occasions during the first months of the year. The increase in interest rates and concerns over the impact of the slowing United States economy caused a large drop in LendingClub's share price.

In April 2016, a LendingClub employee reported to Laplanche that the dates on approximately $US 3 million in the firm's loans appeared to have been altered. LendingClub's internal auditor engaged an outside firm to investigate the report. This investigation found additional problems with loans, including that $US 22 million in loans which had been sold to the Jefferies investment bank did not in fact meet the bank's investment criteria. LendingClub bought these loans back from the bank and resold them.

The New York Times reported that the investigation found that Laplanche had not disclosed to the board that he owned part of an investment fund which LendingClub was considering purchasing. The Wall Street Journal also stated that Laplanche was found to have not fully disclosed what he knew about the problematic loans.

On May 6, LendingClub's board made it clear to Laplanche that he no longer had their confidence, leading to his resignation on 9 May. The Wall Street Journal reported that Laplanche had been fired by the board. Three of the firm's other managers had also been fired or had resigned by that time as a result of the problematic loans. LendingClub's stock price fell by a further 34 percent after Laplanche's departure was announced. This placed the stock price at 70 percent of the price at the time of the firm's initial public offering. As a result of the incident, the Securities and Exchange Commission was reported to be investigating LendingClub's disclosures to investors.

In December 2017, the Financial Times reported that LendingClub "has struggled to overcome the effects of a governance scandal last May", and that the firm "has battled to keep big investors buying loans" despite improvements to its internal governance. These challenges have led it to raise its loss estimate, and have led to further drops in its share price. At this time many other peer to peer lending companies were also experiencing difficulties.

End of P2P platform, 2019-2020

In an interview with Business Insider in December 2019, executive Valerie Kay noted that LendingClub had switched focus to institutional investors as well as its traditional peer-to-peer lending through a new project called "Scale", focused on delivering representative samples of loans instead of individual loans - labeled its "Select" program. LendingClub had grown to $10.8 billion in annual loan originations in the year 2018.

In April 2020, the company announced it would lay off around one third of its employees in anticipation of the economic downturn resulting from the COVID-19 pandemic.

In August 2020, the company discontinued its secondary trading platform, hosted by Folio, reducing liquidity for existing peer-to-peer investors.

In October 2020, the company ceased all new loan accounts on their website as part of restructuring into a neobank after the acquisition of Radius Bank.

In December 2020, the company ceased to operate as a peer-to-peer lender.

Takeover of Radius Bancorp, 2020-

In February 2020 LendingClub announced that it had agreed to buy Radius Bank for $185 million in cash and stock. The deal was the first time since the 2008 financial crisis that a U.S. "fintech" lender bought a regulated bank. In 2021, it was integrated into the LendingClub brand.

Radius had been founded in 1987 as First Trade Union Bank by the carpenters union in Massachusetts, using pension funds. The bank, however, struggled during the subprime mortgage crisis, when it invested heavily in commercial real estate. In 2014, it was renamed Radius Bank. In June 2016, private investors had acquired approximately 95% of Radius Bancorp in response to Dodd Frank regulations.

In April 2025, LendingClub bought the 88 Kearny Street building in San Francisco's Financial District for $74.5 million, to serve as its headquarters.

In April 2026, LendingClub announced their pending rebrand to Happen Bank, a formal name change that will become active in July 2026.

In July 2026, LendingClub rebranded to Happen Bank.

From Wikipedia’s article on Happen Bank, shared under CC BY-SA 4.0.7

Leadership

Who has led Happen Bank, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (37)

Products and brands

  • peer-to-peer lending

Listed on Wikidata.1

Peer-to-peer business model

Overview

LendingClub enabled borrowers to create loan listings on its website by supplying details about themselves and the loans that they would like to request. All loans were unsecured personal loans. The company facilitated interest rates that were better for lenders and borrowers than they would receive from most banks. It averaged between a six and nine percent return to investors between its founding and 2013.

After the notes were issued, LendingClub purchased the loans from the issuing bank and notes became the obligations of LendingClub, and not of the ultimate borrower: LendingClub has promised to pay the noteholder monies it receives from the borrower less its service fees, while the holders of LendingClub notes have the status of unsecured creditors of LendingClub. This means that there is a risk that the investor may lose all or part of the investment if LendingClub becomes insolvent or declares bankruptcy, even if the ultimate borrower continues to pay.

As of 2016, a high proportion of funds for LendingClub-facilitated loans came from hedge funds. During May of that year, LendingClub was seeking to sell hundreds of millions of dollars' worth of loans as bonds as part of a strategy to overcome difficulties in accessing sufficient funding.

To reduce default risk, LendingClub focuses on high-credit-worthy borrowers, declining approximately 90% of the loan applications it received as of 2012. The average returns of investment for LendingClub lenders are between 5.47% and 10.22%, with 23 straight quarters of positive returns as of the second quarter of 2013.

Read the full text

Banking services

LendingClub operates an online-focused community bank headquartered in Lehi, Utah. LendingClub is a member of the FDIC and an Equal Housing Lender as well as a member of the NYCE SUM ATM network.

Consumer banking

LendingClub formerly had one physical banking branch located in Boston when it was operating as Radius Bank. Customers have access to online banking and mobile apps available for iOS and Android devices and offers free ATM reimbursements worldwide.

Partnerships

The bank launched its first fintech partnership with LevelUp in 2013. This was followed by a partnership with Prosper to provide personal loans in 2015.

Radius Bank launched another fintech partnership in July 2015 with Aspiration.

Commercial banking

LendingClub Bank provides depository services and financing to small and middle market businesses. The bank has been a Small Business Administration (SBA) Lender since 2009, primarily focused on lending in the northeast region of the U.S. In May 2016, the bank expanded its SBA lending program nationally with the establishment of a new government-guaranteed lending team. In December 2016, the bank acquired the equipment financing division of NewStar Financial.

API Banking

On 29 October 2020, the bank has progressed its partnership with the Treasury Prime application programming interface (API) with the roll-out of its Business API Banking Software and sandbox testing technology.

From Wikipedia’s article on Happen Bank, shared under CC BY-SA 4.0.7

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • LendingClub Structured Loan Certificate Issuer Trust Delaware8

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • LendingClub CORPAug 15, 2007 to Jun 18, 20266

Timeline

  1. Jul 27, 20268-K Results of operations61
  2. Jun 22, 20268-K Bylaws or fiscal year changed; Regulation FD disclosure; Other events62
  3. Jun 4, 20268-K Shareholder vote63
  4. Jun 2, 20268-K Listing notice or transfer; Regulation FD disclosure64
  5. Apr 27, 20268-K Results of operations65
  6. Jan 28, 20268-K Results of operations66
  7. Jan 27, 20268-K Executive or director change67
  8. Nov 5, 20258-K Regulation FD disclosure68
  9. Oct 22, 20258-K Results of operations69
  10. Jul 29, 20258-K Results of operations70
  11. Jun 5, 20258-K Shareholder vote71
  12. Apr 29, 20258-K Results of operations72
  13. May 17, 2016New chief executive Scott Sanborn becomes CEO19
  14. 2006Founded Founded1

Calendar

Coming up

  1. Oct 28, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.37 a share, on Oct 22, 2025.73

When it reported results

  1. Jul 27, 2026Reported quarterly or annual results61
  2. Apr 27, 2026Reported quarterly or annual results65
  3. Jan 28, 2026Reported quarterly or annual results66
  4. Oct 22, 2025Reported quarterly or annual results69
  5. Jul 29, 2025Reported quarterly or annual results70
  6. Apr 29, 2025Reported quarterly or annual results72
  7. Jan 28, 2025Reported quarterly or annual results74
  8. Oct 23, 2024Reported quarterly or annual results75

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

484 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 43 major events, 322 insider forms, 28 large holders, 71 other. The latest 20:

  1. Sep 17, 20264 PRIMARY DOCUMENT EDGAR
  2. Sep 4, 2026144 EDGAR
  3. Sep 4, 20264 PRIMARY DOCUMENT EDGAR
  4. Sep 4, 20264 PRIMARY DOCUMENT EDGAR
  5. Sep 3, 2026144 EDGAR
  6. Aug 27, 20264 PRIMARY DOCUMENT EDGAR
  7. Aug 27, 20264 PRIMARY DOCUMENT EDGAR
  8. Aug 27, 20264 PRIMARY DOCUMENT EDGAR
  9. Aug 27, 20264 PRIMARY DOCUMENT EDGAR
  10. Aug 27, 20264 PRIMARY DOCUMENT EDGAR
  11. Aug 27, 20264 PRIMARY DOCUMENT EDGAR
  12. Aug 26, 2026144 EDGAR
  13. Aug 20, 20264 PRIMARY DOCUMENT EDGAR
  14. Aug 18, 2026144 EDGAR
  15. Aug 13, 2026SCHEDULE 13G/A EDGAR
  16. Aug 12, 20264 PRIMARY DOCUMENT EDGAR
  17. Aug 7, 20264 PRIMARY DOCUMENT EDGAR
  18. Jul 31, 2026SCHEDULE 13G EDGAR
  19. Jul 30, 202610-Q EDGAR
  20. Jul 27, 20268-K EDGAR

The 484 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

122 open-market trades by officers, directors and large owners since October 2021: 22 buys and 100 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 15, 2026Selleck ErinDirectorSale7,148$16.68$119.2KForm 4
Sep 4, 2026Selleck ErinDirectorSale2,057$17.41$35.8KForm 4
Sep 3, 2026Cheng JordanGeneral Counsel & SecretarySale2,800$17.56$49.2KForm 4
Aug 26, 2026Sanborn ScottCEOSale28,750$18.25$524.7KForm 4
Aug 20, 2026Stack FergalSVP, Corporate ControllerSale37,500$18.11$679.1KForm 4
Aug 19, 2026Stack FergalSVP, Corporate ControllerSale37,500$18.64$699.0KForm 4
Aug 18, 2026Stack FergalSVP, Corporate ControllerSale40,000$18.86$754.4KForm 4
Aug 10, 2026LaBenne AndrewChief Financial OfficerSale13,929$19.37$269.8KForm 4
Aug 5, 2026Sanborn ScottCEOSale28,750$20.56$591.1KForm 4
Jul 15, 2026Sanborn ScottCEOSale28,750$20.08$577.3KForm 4
Jul 1, 2026Stack FergalSVP, Corporate ControllerSale50,000$21.01$1.1MForm 4
Jul 1, 2026Sanborn ScottCEOSale25,000$21.00$525.0KForm 4
Jul 1, 2026Cheng JordanGeneral Counsel & SecretarySale5,500$20.85$114.7KForm 4
Jun 24, 2026Sanborn ScottCEOSale28,750$19.17$551.1KForm 4
Jun 16, 2026Stack FergalSVP, Corporate ControllerSale60,000$19.00$1.1MForm 4
Jun 10, 2026Cheng JordanGeneral Counsel & SecretarySale5,500$17.46$96.0KForm 4
Jun 9, 2026Sanborn ScottCEOSale4,899$18.00$88.2KForm 4
Jun 5, 2026Selleck ErinDirectorSale2,391$17.40$41.6KForm 4
Jun 2, 2026Sanborn ScottCEOSale23,851$17.86$426.0KForm 4
May 28, 2026LaBenne AndrewChief Financial OfficerSale20,000$17.00$340.0KForm 4

All 122 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Scott SanbornChief Executive Officer56$575.0K$4.8M87
2025Steven MatticsChief Lending Officer57$284.9K$3.6M87
2025Andrew LaBenneChief Financial Officer52$455.0K$2.8M87
2025Annie ArmstrongFormer Chief Risk Officer$393.8K$2.1M87
2025Jordan ChengGeneral Counsel and Corporate Secretary51$350.0K$1.6M87
2024Scott SanbornChief Executive Officer56$500.0K$8.9M87
2024Andrew LaBenneChief Financial Officer52$425.0K$2.8M87
2024Annie ArmstrongFormer Chief Risk Officer$375.0K$2.1M87
2024Jordan ChengGeneral Counsel and Corporate Secretary51$335.0K$1.6M87
2023Scott SanbornChief Executive Officer56$500.0K$4.6M87
2023Andrew LaBenneChief Financial Officer52$425.0K$2.2M87
2023Annie ArmstrongFormer Chief Risk Officer$375.0K$1.7M87
2023Jordan ChengGeneral Counsel and Corporate Secretary51$315.2K$778.0K87

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Wellington Management Group Llp15,284,869$317.0M0.1%+2,526,895
BlackRock, Inc.10,062,332$208.7M0.0%+474,545
Vanguard Portfolio Management LLC8,248,984$171.1M0.0%+615,117
Dimensional Fund Advisors LP6,287,112$130.4M0.0%+526,971
Vanguard Capital Management LLC4,912,518$101.9M0.0%+6,774
Senvest Management, LLC3,346,293$69.4M2.0%−1,200,519
American Century Companies Inc3,149,433$65.3M0.0%+449,161
Geode Capital Management, LLC2,946,283$61.1M0.0%−169,371
State Street Corp2,942,505$61.0M0.0%+49,585
Westfield Capital Management Co LP2,500,134$51.9M0.2%+382,591
Long Focus Capital Management, LLC1,665,849$34.5M1.4%−270,151
Driehaus Capital Management LLC1,601,909$33.2M0.2%−407,767
D. E. Shaw & Co., Inc.1,576,086$32.7M0.0%+806,416
Walleye Capital LLC1,517,757$31.5M0.2%+1,202,426
Bank Of America Corp /de/1,486,448$30.8M0.0%+176,824
Jpmorgan Chase & Co1,403,804$28.8M0.0%+1,098,382
Charles Schwab Investment Management Inc1,309,425$27.2M0.0%−9,137
Northern Trust Corp1,231,567$25.5M0.0%+215,881
Emerald Advisers, LLC1,193,757$24.8M0.6%+266,161
Cramer Rosenthal Mcglynn LLC1,182,086$24.5M1.2%−474,009
Morgan Stanley1,120,078$23.2M0.0%+158,319
Nuveen, LLC1,060,967$22.0M0.0%−398,523
Arrowstreet Capital, Limited Partnership1,059,502$22.0M0.0%−233,550
Emerald Mutual Fund Advisers Trust871,131$18.1M0.6%+170,500
Citadel Advisors LLC852,068$17.7M0.0%−569,787

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Happen Bank is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARHappen, Inc.2
  • CIK0001409970
  • Employer ID (EIN)51-060573118
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company18
  • Incorporated inDelaware18
  • Fiscal year endsDecember 312
  • Industry code (SIC)6141 Personal Credit Institutions2
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance2
  • Business address88 Kearny St, Suite 600, San Francisco, CA 941082
  • Phone415-930-74402
  • Shares outstanding115,407,464 as of Jul 17, 202617
  • Public float$1.2B as of Jun 30, 202518
  • AuditorDELOITTE & TOUCHE LLP, San Francisco, California PCAOB ID 34; it also attests to the company’s internal control over financial reporting18
  • On EDGAR sinceAug 15, 20072
  • Filings18,266 in all: 424B3 (16,717), 4 (809), 8-K (177), FWP (65), 10-Q (54), 3 (48), 144 (38), SC 13G/A (34)2
    All 52 form types

    UPLOAD (26), ABS-15G (24), POS AM (23), EFFECT (21), CORRESP (19), DEFA14A (19), 10-K (18), SC 13G (18), 424B2 (15), DEF 14A (12), S-1/A (11), S-8 (11), CT ORDER (10), SC 13D/A (10), 8-K/A (9), SCHEDULE 13G/A (8), SCHEDULE 13G (7), S-3ASR (6), 10-K/A (5), PRE 14A (5), REGDEX (5), S-1 (4), SC TO-T/A (4), 8-A12B (3), ARS (3), AW (3), D (3), 4/A (2), REGDEX/A (2), RW (2), SC 13D (2), SC TO-T (2), 10-Q/A (1), 25 (1), 3/A (1), 424B4 (1), 8-A12G (1), CERT (1), CERTNYS (1), NT 10-Q (1), S-1MEF (1), S-3 (1), SC 14D9 (1), SC14D9C (1)

  • Latest filingsAnnual report (10-K) Feb 12, 2026
    Quarterly report (10-Q) Jul 30, 2026
    Proxy statement (DEF 14A) Apr 21, 2026
    Latest 8-K (8-K) Jul 27, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.01 per shareLCNew York Stock Exchange

From the cover page of the 10-K filed Feb 12, 2026 (Section 12(b) of the Exchange Act).18

Risk factors and legal proceedings

The risks Happen Bank names in Item 1A of its 10-K filed Feb 12, 2026: 55 risks under these headings, as written.18

  • Risks Related to Regulation, Supervision and Compliance
  • Risks Related to Operating Our Business
  • Risks Related to Macroeconomic Conditions or Other External Factors
  • Risks Related to Credit and Collections
  • Risks Related to Our Industry
  • Risks Related to Personnel and Third Parties
  • Risks Related to Data, Intellectual Property and Privacy
  • Risks Related to Tax and Accounting
  • Risks Related to the Ownership of Our Common Stock
  • RISKS RELATED TO REGULATION, SUPERVISION AND COMPLIANCE
  • We operate in a highly regulated environment that affects virtually all aspects of our operations, and the need to comply with applicable laws, regulations and supervisory expectations can materially impact our business, financial condition and results of operations.
  • Failure to comply with applicable laws, regulations or commitments, or to satisfy our regulators’ supervisory expectations, could subject us to, among other things, supervisory or enforcement action, which could adversely affect our business, financial condition and results of operations.
The other 53 risks
  • Changes in the legal, regulatory or political environment could adversely affect our business, financial condition, and results of operations.
  • Our allowance for loan losses may not be adequate to cover actual losses.
  • We are subject to stringent capital and liquidity regulations and requirements.
  • Our business may be adversely affected if our risk management framework does not effectively identify, assess and mitigate risk.
  • Participation by non-U.S. residents on our marketplace bank platform may result in non-compliance with foreign laws.
  • RISKS RELATED TO OPERATING OUR BUSINESS
  • Holding loans on our balance sheet exposes us to credit, default and liquidity risks, which may adversely affect our financial performance.
  • If investors on our marketplace bank platform pause or cease their participation or exert influence over us, our business, financial condition and results of operations may be harmed.
  • If we do not maintain or continue to increase loan originations, or expand our marketplace bank to new markets, we may not succeed in maintaining and/or growing our business, and as a result our business and results of operations could be adversely affected.
  • We may not be able to maintain our deposit base.
  • If we are unable to develop and commercialize new products and services and enhancements to existing products and services, our business may suffer.
  • An inability to maintain adequate liquidity could jeopardize our business and financial condition.
  • We are regularly subject to litigation, and government and regulatory investigations, inquiries and requests.
  • Any significant disruption in our technology systems, including events beyond our control, or failure in our technology initiatives could have a material adverse effect on our operations.
  • Failure to maintain, protect and promote our brand may harm our business.
  • Fraudulent activity associated with our marketplace bank could negatively impact our operating results, brand and reputation and cause the use of our products and services to decrease and our fraud losses to increase.
  • If we are unable to accurately forecast demand for loans, our business could be harmed.
  • Our acquisitions and other strategic transactions may not yield the intended benefits.
  • If we are unable to offer marketplace investors a satisfactory breadth and volume of investment opportunities, our business and results of operations may be materially harmed.
  • Any challenge to or adverse consequence from our prior use of the issuing bank partnership model (or litigation or legislation aimed at thwarting certain transactions based on this model) may harm our business.
  • If we breach representations or warranties in connection with our marketplace investor transactions, including whole loan sales, structured products or securitization transactions, or if we suffer a direct or indirect loss in our retained interests in these transactions, our financial condition could be harmed.
  • Indebtedness could adversely affect our business and financial results.
  • RISKS RELATED TO MACROECONOMIC CONDITIONS OR OTHER EXTERNAL FACTORS
  • The current economic environment, including related uncertainties, could negatively affect our business and operating results.
  • Fluctuations in interest rates could negatively affect transaction volume and our net interest income.
  • A decline in social and economic conditions may adversely affect our customers, which may negatively impact our business and results of operations.
  • Our business and operating results could be adversely affected by the political environment and governmental fiscal and monetary policies.
  • Negative publicity and unfavorable media coverage could negatively affect our business.
  • Our business operations may be adversely impacted by political events, terrorism, military conflict or acts of war, cyber-attacks, public health issues, natural disasters, severe weather, climate change, infrastructure failure or outages, labor disputes and other business interruptions.
  • RISKS RELATED TO CREDIT AND COLLECTIONS
  • If the credit decisioning, pricing, loss forecasting and scoring models we use contain errors, do not adequately assess risk, or are otherwise ineffective, our reputation and relationships with customers could be harmed, our market share could decline and the value of loans held on our balance sheet may be adversely affected.
  • If collection efforts on loans are ineffective or unsuccessful, the return on investment for investors in those loans would be adversely affected and investors may not find investing through our marketplace bank platform desirable.
  • Credit and other information that we receive from borrowers or third parties about a borrower may be inaccurate or may not accurately reflect the borrower’s creditworthiness, which may cause us to inaccurately price loans made through our marketplace bank platform.
  • RISKS RELATED TO OUR INDUSTRY
  • Substantial and increasing competition in our industry may harm our business.
  • We could be adversely affected by the soundness of other financial institutions.
  • RISKS RELATED TO PERSONNEL AND THIRD PARTIES
  • If we fail to attract and retain highly skilled employees needed to support our business, we may not be able to achieve our anticipated level of growth and our business could suffer.
  • Misconduct and errors by our employees, contractors and third-party service providers could harm our business and reputation.
  • Our growth depends in part on the success of our strategic relationships with third parties.
  • A disruption or failure in services provided by third parties could materially and adversely affect our business.
  • Our controls and procedures may be inadequate, fail or be circumvented and our business, operating results and financial condition may be adversely affected.
  • RISKS RELATED TO DATA, INTELLECTUAL PROPERTY AND PRIVACY
  • Security incidents, system failures, bugs in our system, and similar disruptions could impair our operations, compromise the confidential information of our borrowers and our investors, damage our reputation, and harm our business and financial performance.
  • Cyber-attacks suffered by third parties upon which we rely could negatively affect our business.
  • The collection, processing, storage, use, and disclosure of personal information could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.
  • Any failure to protect our own intellectual property rights could impair our brand, or subject us to claims for alleged infringement by third parties, which could harm our business.
  • The development and use of artificial intelligence presents risks and challenges that could adversely impact our business, financial condition and results of operations.
  • Some aspects of our platform include open-source software, and any failure to comply with the terms of one or more of these open-source licenses could negatively affect our business.
  • RISKS RELATED TO TAX AND ACCOUNTING
  • Changes in tax laws and our ability to use our deferred tax assets to offset future taxable income could have a material adverse effect on our business, financial condition and results of operations.
  • We have incurred net losses in the past and may incur net losses in the future.
  • If accounting standards change or if our estimates or assumptions relating to our critical accounting policies prove to be incorrect, our results of operations and financial condition could be adversely affected.
  • RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
  • Our stock price has been and may continue to be volatile.
  • If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our stock price and trading volume could decline.
  • Future issuances and/or sales of common stock may result in significant dilution to our stockholders and may place downward pressure on our stock price.
  • Our quarterly results may fluctuate significantly and may not fully reflect the longer-term underlying performance of our business.
  • Anti-takeover provisions in our charter documents and Delaware law may delay or prevent an acquisition of our company.
  • We cannot guarantee that our share repurchase and acquisition program will be fully used or that it will enhance long-term stockholder value.
  • We do not intend to pay dividends for the foreseeable future.

Legal proceedings

The information set forth under “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 18. Commitments and Contingencies” of this Annual Report is incorporated herein by reference.

The opening of Item 3, Legal Proceedings.18

Sources

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