Scott Sanborn plans $456K Happen stock sale

Happen, Inc. (HAPN) received a notice that Scott Sanborn intends to sell 25,000 shares of its common stock under Rule 144 through Morgan Stanley Smith Barney LLC Executive Financial Services, with an aggregate market value listed as $456,500.00.

Rhea-AI Filing Summary

Happen, Inc. (HAPN) received a notice that Scott Sanborn intends to sell 25,000 shares of its common stock under Rule 144 through Morgan Stanley Smith Barney LLC Executive Financial Services, with an aggregate market value listed as $456,500.00. The filing cites 115,407,464 shares of common stock outstanding and identifies NASDAQ as the trading market. The shares to be sold were acquired upon vesting of restricted stock units between August 25, 2019 and February 12, 2020 and are associated with a 10b5-1 trading plan, as indicated by prior sales disclosed over the past three months.

Key Figures

Shares to be sold under Rule 144: 25,000 shares of common stock Aggregate market value of planned sale: $456,500.00 Shares of common stock outstanding: 115,407,464 shares +3 more

6 metrics

Shares to be sold under Rule 144 25,000 shares of common stock Planned sale reported for Scott Sanborn

Aggregate market value of planned sale $456,500.00 Value associated with 25,000 shares to be sold

Shares of common stock outstanding 115,407,464 shares Outstanding Happen, Inc. common stock cited in the notice

10b5-1 sale on 08/05/2026 28,750 shares for $591,192.00 Recent Rule 10b5-1 sale for Scott C Sanborn

10b5-1 sale on 07/15/2026 28,750 shares for $577,242.63 Recent Rule 10b5-1 sale for Scott C Sanborn

10b5-1 sale on 07/01/2026 25,000 shares for $525,027.50 Recent Rule 10b5-1 sale for Scott C Sanborn

Key Terms

Rule 144, restricted stock units, 10b5-1

3 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

restricted stock units financial

"The securities to be sold were acquired upon the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

10b5-1 regulatory

"10b5-1 Sales for SCOTT C SANBORN 88 Kearny Street, Suite 600"

A 10b5-1 plan is a pre-set schedule that lets company insiders buy or sell shares according to written instructions made when they do not possess material, nonpublic information. Think of it as a timed automatic payment for stock trades: it helps insiders avoid accusations of trading on secret information and gives outside investors a clearer signal about whether sales are routine or potentially informative about the company’s prospects.

FAQ

What does the Form 144 filing disclose for HAPN (Happen, Inc.)?

It discloses that Scott Sanborn plans to sell 25,000 shares of Happen, Inc. common stock under Rule 144 through Morgan Stanley Smith Barney LLC Executive Financial Services, with an aggregate market value reported as $456,500.00.

How many HAPN shares does Scott Sanborn intend to sell in this Form 144?

Scott Sanborn intends to sell 25,000 shares of Happen, Inc. common stock. The filing associates this planned sale with an aggregate market value of $456,500.00 and lists NASDAQ as the market on which the shares trade.

What HAPN share count is cited as outstanding in the Form 144?

The Form 144 cites 115,407,464 shares of Happen, Inc. common stock as outstanding. This figure provides context for the planned 25,000-share sale reported for Scott Sanborn.

What prior 10b5-1 sales of HAPN stock are reported for Scott Sanborn?

The filing lists recent 10b5-1 sales including 28,750 shares on 08/05/2026 for $591,192.00, 28,750 shares on 07/15/2026 for $577,242.63, and 25,000 shares on 07/01/2026 for $525,027.50, among other transactions in June 2026.

How were the HAPN shares being sold by Scott Sanborn originally acquired?

The filing states that the securities to be sold were acquired upon the vesting of restricted stock units during the period from August 25, 2019 through February 12, 2020.

Which broker is handling the planned HAPN share sale for Scott Sanborn?

The planned sale of 25,000 HAPN shares is listed as being handled through Morgan Stanley Smith Barney LLC Executive Financial Services, located at 1 New York Plaza, 8th Floor, New York, NY 10004.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/26/2026 - 04:19 PM Accepted by SEC EDGAR 08/26/2026 - 04:18 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001397362
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Happen, Inc.
SEC File Number	001-36771
Address of Issuer	88 Kearny Street, Suite 600, San Francisco CALIFORNIA 94108
Phone	(415)-930-7440
Name of Person for Whose Account the Securities are To Be Sold	SCOTT SANBORN
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	25000	456500.00	115407464	08/26/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/25/2019	Restricted Stock Units	Issuer			25000	08/25/2019	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for SCOTT C SANBORN 88 Kearny Street, Suite 600, San Francisco CA 94108	Common	08/05/2026	28750	591192.00
10b5-1 Sales for SCOTT C SANBORN 88 Kearny Street, Suite 600, San Francisco CA 94108	Common	07/15/2026	28750	577242.63
10b5-1 Sales for SCOTT C SANBORN 88 Kearny Street, Suite 600, San Francisco CA 94108	Common	07/01/2026	25000	525027.50
10b5-1 Sales for SCOTT C SANBORN 88 Kearny Street, Suite 600, San Francisco CA 94108	Common	06/24/2026	28750	551212.63
10b5-1 Sales for SCOTT C SANBORN 88 Kearny Street, Suite 600, San Francisco CA 94108	Common	06/09/2026	4899	88182.00
10b5-1 Sales for SCOTT C SANBORN 88 Kearny Street, Suite 600, San Francisco CA 94108	Common	06/02/2026	23851	425948.51

144: Remarks and Signature

Remarks	The securities to be sold were acquired upon the vesting of restricted stock units during the period of 8/25/2019 through 2/12/2020.
Date of Notice	08/26/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	03/03/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Scott Sanborn
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)