Happen director sells 2,391 shares under 10b5-1

Happen, Inc. (HAPN) director Erin Selleck reported selling common stock in the company.

Rhea-AI Filing Summary

Happen, Inc. (HAPN) director Erin Selleck reported selling common stock in the company. On June 5, 2026, Selleck sold 2,391 shares of Happen common stock at $17.40 per share in an open-market or private transaction effected pursuant to a Rule 10b5-1 trading plan.

The filing also notes a separate holding entry for the unvested portion of an annual non-employee director award of Restricted Stock Units under Happen’s 2014 Equity Incentive Plan. These RSUs are scheduled to vest quarterly over a one-year period beginning June 2, 2026, subject to continued service.

Insider Trade Summary 10b5-1

Net Seller: 2,391 shares

Net Sell 2 txns

Insider Selleck Erin

Role Director

Sold 2,391 shs ($42K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	2,391	$17.40	$42K
holding	Common Stock F2	--	--	--

Holdings After Transaction: Common Stock — 94,872 shares (Direct)

Footnotes (2)

1. F1. This transaction was effected pursuant to a Rule 10b5-1 trading plan.
2. F2. Represents the unvested portion of the annual non-employee director equity award of Restricted Stock Units ("RSUs") made under the Issuer's 2014 Equity Incentive Plan. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs will vest quarterly over a one-year period beginning on June 2, 2026, subject to continued service through each vesting date.

Key Figures

Shares sold: 2,391 shares of Common Stock Sale price per share: $17.40 per share Net shares sold: 2,391 shares +1 more

4 metrics

Shares sold 2,391 shares of Common Stock Sale reported by director Erin Selleck on June 5, 2026

Sale price per share $17.40 per share Price for the 2,391 Happen, Inc. shares sold on June 5, 2026

Net shares sold 2,391 shares Net buy/sell direction across reported transactions is net-sell

RSU vesting start date June 2, 2026 RSUs from annual non-employee director award vest quarterly over one year from this date

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Units ("RSUs"), Equity Incentive Plan

3 terms

Rule 10b5-1 trading plan regulatory

"This transaction was effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Restricted Stock Units ("RSUs") financial

"Represents the unvested portion of the annual non-employee director equity award of Restricted Stock Units ("RSUs")"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Equity Incentive Plan financial

"made under the Issuer's 2014 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

What insider transaction did HAPN director Erin Selleck report on this Form 4?

Erin Selleck reported a sale of 2,391 shares of Happen, Inc. common stock on June 5, 2026, at a price of $17.40 per share, described as a sale in an open-market or private transaction.

Was the HAPN Form 4 sale by Erin Selleck under a Rule 10b5-1 plan?

Yes. The filing states that the June 5, 2026 sale of 2,391 Happen, Inc. shares was effected pursuant to a Rule 10b5-1 trading plan, indicating the trades were executed under a pre-arranged plan.

How many Happen, Inc. (HAPN) shares did Erin Selleck sell and at what price?

Erin Selleck sold 2,391 shares of Happen, Inc. common stock at a price of $17.40 per share on June 5, 2026, in a reported sale transaction.

Does the HAPN Form 4 include information about Erin Selleck’s RSU awards?

Yes. The Form 4 notes the unvested portion of an annual non-employee director RSU award under the 2014 Equity Incentive Plan, which will vest quarterly over one year beginning June 2, 2026, subject to continued service.

What type of security did Erin Selleck trade in Happen, Inc. (HAPN)?

The reported transaction involved Happen, Inc. common stock. In addition, the filing references Restricted Stock Units (RSUs) from an annual non-employee director equity award under the company’s 2014 Equity Incentive Plan.

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Available on EDGAR 08/27/2026 - 06:15 PM Accepted by SEC EDGAR 08/27/2026 - 06:15 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Selleck Erin

(Last) (First) (Middle)

C/O HAPPEN, INC.

88 KEARNY ST., SUITE 600

(Street)

SAN FRANCISCO CALIFORNIA 94108

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Happen, Inc. [ HAPN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/05/2026		S(1)		2,391	D	$17.4	81,157	D
Common Stock								13,715(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan.

2. Represents the unvested portion of the annual non-employee director equity award of Restricted Stock Units ("RSUs") made under the Issuer's 2014 Equity Incentive Plan. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs will vest quarterly over a one-year period beginning on June 2, 2026, subject to continued service through each vesting date.

	/s/ Bhavit Sheth, attorney-in-fact	08/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)