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  4. [Form 4] Happen, Inc. Insider Trading Activity

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

Happen, Inc. (HAPN) reported insider transactions by CEO and director Sanborn Scott.

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Happen, Inc. (HAPN) reported insider transactions by CEO and director Sanborn Scott. On August 26, 2026, he sold 28,750 shares of common stock at a weighted-average price of $18.2508 per share under a Rule 10b5-1 trading plan, which footnotes state may cover up to 9.4% of his equity interest. On August 25, 2026, RSUs for 27,817 shares (three tranches of 13,151; 8,045; and 6,621) were exercised into common stock at a conversion price of $0.00. Also on August 25, 14,856 shares of common stock were withheld to satisfy tax withholding obligations related to RSU vesting, which is explicitly described as not a sale.

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Insights

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Insider Sanborn Scott
Role CEO
Sold 28,750 shs ($525K)
Approx. gross sale proceeds $525K
Approx. exercise cost $0.00
Type Security Shares Price Value
Sale Common Stock F3, F4 28,750 $18.2508 $525K
Exercise Restricted Stock Unit (RSU) F1, F5, F6 13,151 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F7, F6 8,045 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F8, F6 6,621 $0.00 $0.00
Exercise Common Stock F1 13,151 $0.00 $0.00
Exercise Common Stock F1 8,045 $0.00 $0.00
Exercise Common Stock F1 6,621 $0.00 $0.00
Tax Withholding Common Stock F2 14,856 $18.25 $271K
Holdings After Transaction: Restricted Stock Unit (RSU) — 140,781 contracts (Direct); Common Stock — 1,462,774 shares (Direct)
Footnotes (8)
  1. F1. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
  2. F2. Does not represent a sale of shares. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.
  3. F3. 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.
  4. F4. This transaction was executed in multiple trades during the date at prices ranging from $18.13 to $18.40. 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.
  5. F5. The RSUs vested as to 8.33% of the total shares on May 25, 2024, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
  6. F6. Not applicable.
  7. F7. The RSUs vested as to 8.33% of the total shares on May 25, 2025, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
  8. F8. The RSUs vested as to 8.33% of the total shares on May 25, 2026, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
Common stock sold 28,750 shares Sale by CEO on August 26, 2026
Sale weighted-average price $18.2508 per share Common stock sale on August 26, 2026
RSUs exercised (tranche 1) 13,151 shares RSU conversion to common stock on August 25, 2026
RSUs exercised (tranche 2) 8,045 shares RSU conversion to common stock on August 25, 2026
RSUs exercised (tranche 3) 6,621 shares RSU conversion to common stock on August 25, 2026
Shares withheld for taxes 14,856 shares Tax withholding on RSU vesting at $18.25 per share on August 25, 2026
Plan sale cap as percent of equity interest 9.4% Maximum shares that can be sold under Rule 10b5-1 plan, as disclosed in March 31, 2026 Form 10-Q
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 Unit ("RSU") financial
"Each restricted stock unit ("RSU") represents the contingent right to receive"
tax withholding obligations financial
"shares withheld by the Issuer to cover tax withholding obligations"
weighted-average price financial
"The weighted-average price is reported above."
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.
vesting financial
"The RSUs vested as to 8.33% of the total shares on May 25"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

What did HAPN CEO Sanborn Scott sell in the latest Form 4?
Sanborn Scott sold 28,750 shares of Happen, Inc. common stock on August 26, 2026 at a weighted-average price of $18.2508 per share, reported as a sale in open market or private transactions.

Was the HAPN insider sale under a Rule 10b5-1 plan?
Yes. The filing states the August 26, 2026 sale was effected pursuant to a Rule 10b5-1 trading plan. Footnotes add that, as of the March 31, 2026 Form 10-Q, the maximum shares that can be sold under the plan represent 9.4% of Scott’s equity interest.

How many HAPN shares were acquired through RSU vesting in this Form 4?
On August 25, 2026, restricted stock units converted into a total of 27,817 shares of Happen, Inc. common stock, in three tranches of 13,151, 8,045, and 6,621 shares, each with a conversion price of $0.00 per share.

What is the significance of the 14,856 HAPN shares with code F in the Form 4?
The 14,856 shares reported with transaction code F on August 25, 2026 were shares of common stock withheld at $18.25 per share to satisfy tax withholding obligations related to RSU vesting. A footnote clarifies this does not represent a sale of shares.

What are the vesting terms of the HAPN RSUs reported in this filing?
Footnotes state the RSU awards vest as to 8.33% of total shares on initial dates in May 2024, May 2025, and May 2026, with an additional 8.33% of the total shares vesting quarterly thereafter, in each case subject to continued service through the vesting dates.

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SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/25/2026M13,151A$0(1)1,491,714D
Common Stock08/25/2026M8,045A$0(1)1,499,759D
Common Stock08/25/2026M6,621A$0(1)1,506,380D
Common Stock08/25/2026F14,856(2)D$18.251,491,524D
Common Stock08/26/2026S(3)28,750D$18.2508(4)1,462,774D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit (RSU)$0(1)08/25/2026M13,151 (5) (6)Common Stock13,151$026,302D
Restricted Stock Unit (RSU)$0(1)08/25/2026M8,045 (7) (6)Common Stock8,045$048,270D
Restricted Stock Unit (RSU)$0(1)08/25/2026M6,621 (8) (6)Common Stock6,621$066,209D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
2. Does not represent a sale of shares. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.
3. 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.
4. This transaction was executed in multiple trades during the date at prices ranging from $18.13 to $18.40. 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.
5. The RSUs vested as to 8.33% of the total shares on May 25, 2024, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
6. Not applicable.
7. The RSUs vested as to 8.33% of the total shares on May 25, 2025, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
8. The RSUs vested as to 8.33% of the total shares on May 25, 2026, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
/s/ Bhavit Sheth, attorney-in-fact08/27/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR