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

Happen, Inc. (HAPN) CEO sells 28,750 shares in Rule 10b5-1 trade

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

Rhea-AI Filing Summary

Happen, Inc. CEO and director Sanborn Scott reported an open-market sale of 28,750 shares of common stock on 2026-08-05 at a weighted-average price of $20.5632 per share. Following the transaction, he directly holds 1,478,563 shares. The sale was made under a Rule 10b5-1 trading plan to diversify his assets, under which the maximum shares that may be sold, including this trade, represent 9.4% of his equity interest in the company.

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Insider Sanborn Scott
Role CEO
Sold 28,750 shs ($591K)
Type Security Shares Price Value
Sale Common Stock F1, F2 28,750 $20.5632 $591K
Holdings After Transaction: Common Stock — 1,478,563 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 $20.25 to $21.04. 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.
Shares sold 28,750 shares Common Stock sale on 2026-08-05 by CEO Sanborn Scott
Weighted-average sale price $20.5632 per share Price for 28,750-share open-market sale
Shares owned after sale 1,478,563 shares Direct Common Stock holdings following transaction
Plan sale limit as % of equity interest 9.4% Maximum shares that may be sold under Rule 10b5-1 plan, including this trade
Trade price range $20.25–$21.04 per share Individual trades executed within this range on 2026-08-05
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.
weighted-average price financial
"executed in multiple trades at prices ranging from $20.25 to $21.04. The weighted-average price"
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
"shares that can be sold under the Plan ... represents 9.4% of the Reporting Person's equity interest"
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

What insider transaction did Happen (HAPN) disclose for CEO Sanborn Scott?
Happen reported that CEO and director Sanborn Scott sold 28,750 shares of common stock on 2026-08-05. The sale was an open-market transaction executed under a Rule 10b5-1 trading plan intended to diversify his assets.

How many Happen (HAPN) shares did Sanborn Scott sell and at what prices?
Sanborn Scott sold 28,750 Happen common shares at a weighted-average price of $20.5632 per share. Footnote disclosure states the trades were executed in multiple lots at prices ranging from $20.25 to $21.04 during the transaction date.

How many Happen (HAPN) shares does Sanborn Scott own after this reported sale?
After the reported sale, Sanborn Scott directly owns 1,478,563 Happen common shares. This post-transaction holding reflects his remaining direct equity position as reported in the Form 4’s ownership column following the 28,750-share disposition.

Was the Happen (HAPN) CEO’s stock sale made under a Rule 10b5-1 plan?
Yes. The filing states the transaction was effected pursuant to a Rule 10b5-1 trading plan adopted to diversify Scott’s assets. Such plans pre-arrange sale parameters, and the document’s 10b5-1 checkbox is marked affirming that the reported trade occurred under this plan.

What portion of Sanborn Scott’s Happen (HAPN) equity can be sold under his plan?
Company disclosure indicates that the maximum number of shares that can be sold under Scott’s Rule 10b5-1 plan, inclusive of this trade, represents 9.4% of his equity interest in Happen. This figure was referenced from the issuer’s Form 10-Q discussion.

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Form 4 Insider Transactions: What Each Field Means →
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)
08/05/2026		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 Stock08/05/2026S(1)28,750D$20.5632(2)1,478,563D
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
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 $20.25 to $21.04. 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-fact08/07/2026
** 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