Happen CEO sells 28,750 shares under 10b5-1 plan

Happen, Inc. director and CEO Sanborn Scott sold 28,750 shares of common stock on July 15, 2026 at a weighted-average price of $20.078 per share, in trades ranging from $19.76 to $20.27, under a Rule 10b5-1 trading plan.

Rhea-AI Filing Summary

Happen, Inc. director and CEO Sanborn Scott sold 28,750 shares of common stock on July 15, 2026 at a weighted-average price of $20.078 per share, in trades ranging from $19.76 to $20.27, under a Rule 10b5-1 trading plan. He now directly owns 1,507,313 shares, and the plan allows sales of up to 9.4% of his equity interest.

Insider Trade Summary 10b5-1

Net Seller: 28,750 shares

Net Sell 1 txn

Insider Sanborn Scott

Role CEO

Sold 28,750 shs ($577K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	28,750	$20.078	$577K

Holdings After Transaction: Common Stock — 1,507,313 shares (Direct)

Footnotes (2)

1. F1. This transaction was effected pursuant to a Rule 10b5-1 trading plan (the "Plan") to diversify the assets of the Reporting Person. As disclosed in, and as of the filing date of, the Issuer's Form 10-Q for the period ending March 31, 2026 the maximum number of shares that can be sold under the Plan, inclusive of the reported transaction, represents 9.4% of the Reporting Person's equity interest in the Issuer.
2. F2. This transaction was executed in multiple trades during the date at prices ranging from $19.76 to $20.27. The weighted-average price is reported above. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.

Key Figures

Shares sold: 28,750 shares Weighted-average sale price: $20.078 per share Trade price range: $19.76–$20.27 per share +2 more

5 metrics

Shares sold 28,750 shares Common stock sale by CEO Sanborn Scott on July 15, 2026

Weighted-average sale price $20.078 per share Average price for the 28,750 shares sold

Trade price range $19.76–$20.27 per share Price range of multiple trades executed that day

Post-transaction holdings 1,507,313 shares Common stock directly owned by Sanborn Scott after the sale

Plan sale limit 9.4% of equity interest Maximum shares that can be sold under the Rule 10b5-1 plan

Key Terms

Rule 10b5-1 trading plan, weighted-average price, equity interest

3 terms

Rule 10b5-1 trading plan regulatory

"This transaction was effected pursuant to a Rule 10b5-1 trading plan to diversify the assets..."

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.

weighted-average price financial

"The weighted-average price is reported above for trades between $19.76 and $20.27."

Weighted-average price is the average of multiple prices where each price is counted according to its size or importance—larger trades carry more weight than smaller ones, like averaging course grades by credit hours. It matters to investors because it gives a more realistic picture of the true price paid or received, helping assess trade execution, compare performance, calculate cost basis, and value positions more accurately than a simple average.

equity interest financial

"represents 9.4% of the Reporting Person's equity interest in the Issuer."

An equity interest is an ownership stake in a company that gives the holder a share of its assets, profits and sometimes voting power—think of owning a slice of a pie that grows or shrinks with the business. Investors care because the size and type of that stake determine how much they benefit from future gains, bear losses, receive dividends, or influence decisions, and it directly affects the value and risk of their investment.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Happen, Inc. (HAPN) report for July 15, 2026?

Happen, Inc. reported that CEO and director Sanborn Scott sold 28,750 shares of common stock on July 15, 2026. The sale was executed as a Rule 10b5-1 trading plan transaction, using pre-arranged instructions to systematically sell a portion of his holdings.

How many Happen, Inc. (HAPN) shares did CEO Sanborn Scott sell and at what price?

Sanborn Scott sold 28,750 shares of Happen common stock at a $20.078 weighted-average price per share. Individual trades during the day occurred at prices ranging from $19.76 to $20.27, with the weighted-average figure reported as the transaction price.

How many Happen, Inc. (HAPN) shares does Sanborn Scott own after this sale?

After the reported sale, Sanborn Scott directly owns 1,507,313 shares of Happen, Inc. common stock. This figure reflects his holdings immediately following the 28,750-share disposition disclosed, as stated in the post-transaction ownership column of the Form 4 data.

Was the Happen, Inc. (HAPN) CEO’s share sale made under a Rule 10b5-1 plan?

Yes. The filing states the sale was effected under a Rule 10b5-1 trading plan to diversify Sanborn Scott’s assets. The document-level checkbox for Rule 10b5-1 is marked, and a footnote confirms the plan governed this specific transaction.

What portion of Sanborn Scott’s Happen, Inc. (HAPN) equity can be sold under his plan?

According to the footnote, the maximum shares that can be sold under the Rule 10b5-1 plan, including this trade, represent 9.4% of Sanborn Scott’s equity interest in Happen, Inc., based on information disclosed in the company’s March 31, 2026 Form 10-Q.

What price range applied to the Happen, Inc. (HAPN) CEO’s share sales on the transaction date?

The trades were executed in multiple transactions at prices between $19.76 and $20.27 per share. A weighted-average price of $20.078 is reported for the sale, and the insider has agreed to provide detailed trade data to interested parties upon request.

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

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Accepted by SEC EDGAR 07/17/2026 - 05:59 PM EDT 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^*

Sanborn Scott

(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
X	Officer (give title below)		Other (specify below)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

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	07/15/2026		S(1)		28,750	D	$20.078(2)	1,507,313	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 (the "Plan") to diversify the assets of the Reporting Person. As disclosed in, and as of the filing date of, the Issuer's Form 10-Q for the period ending March 31, 2026 the maximum number of shares that can be sold under the Plan, inclusive of the reported transaction, represents 9.4% of the Reporting Person's equity interest in the Issuer.

2. This transaction was executed in multiple trades during the date at prices ranging from $19.76 to $20.27. The weighted-average price is reported above. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.

	/s/ Bhavit Sheth, attorney-in-fact	07/17/2026
	** 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)