Happen SVP sells 115,000 shares in 10b5-1 plan

Happen, Inc. (HAPN) reported that officer Stack Fergal, SVP, Corporate Controller, sold a total of 115,000 shares of Common Stock in three open-market or private transactions on August 18–20, 2026.

Rhea-AI Filing Summary

Happen, Inc. (HAPN) reported that officer Stack Fergal, SVP, Corporate Controller, sold a total of 115,000 shares of Common Stock in three open-market or private transactions on August 18–20, 2026. The sales were made under a Rule 10b5-1 trading plan at weighted-average prices between roughly $17.94 and $19.03 per share, with each day’s trades executed in multiple price levels.

Insider Trade Summary 10b5-1

Net Seller: 115,000 shares

Net Sell 3 txns

Insider Stack Fergal

Role SVP, Corporate Controller

Sold 115,000 shs ($2.13M)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F4	37,500	$18.1069	$679K
Sale	Common Stock F1, F3	37,500	$18.6415	$699K
Sale	Common Stock F1, F2	40,000	$18.8633	$755K

Holdings After Transaction: Common Stock — 39,977 shares (Direct)

Footnotes (4)

1. F1. This transaction was effected pursuant to a Rule 10b5-1 trading plan.
2. F2. This transaction was executed in multiple trades during the date at prices ranging from $18.67 to $19.03. 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.
3. F3. This transaction was executed in multiple trades during the date at prices ranging from $18.51 to $18.81. 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.
4. F4. This transaction was executed in multiple trades during the date at prices ranging from $17.94 to $18.42. 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

Total shares sold: 115,000 shares of Common Stock Shares sold on August 18, 2026: 40,000 shares at $18.8633 per share Shares sold on August 19, 2026: 37,500 shares at $18.6415 per share +2 more

5 metrics

Total shares sold 115,000 shares of Common Stock Aggregate of three sale transactions reported for August 18–20, 2026

Shares sold on August 18, 2026 40,000 shares at $18.8633 per share Weighted-average sale price; trades ranged from $18.67 to $19.03

Shares sold on August 19, 2026 37,500 shares at $18.6415 per share Weighted-average sale price; trades ranged from $18.51 to $18.81

Shares sold on August 20, 2026 37,500 shares at $18.1069 per share Weighted-average sale price; trades ranged from $17.94 to $18.42

Rule 10b5-1 plan status Affirmed as true Form 4 10b5-1 checkbox marked true and supporting footnote F1

Key Terms

Rule 10b5-1 trading plan, weighted-average price, open market or private transaction

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.

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.

open market or private transaction financial

"Sale in open market or private transaction"

FAQ

What insider transaction did HAPN report on this Form 4?

The Form 4 reports that Stack Fergal, SVP, Corporate Controller of Happen, Inc. (HAPN), sold 115,000 shares of Common Stock in three open-market or private transactions on August 18–20, 2026.

How many Happen, Inc. (HAPN) shares did Stack Fergal sell on each date?

Stack Fergal sold 40,000 shares on August 18, 2026, and 37,500 shares on each of August 19 and August 20, 2026, for a total of 115,000 shares of HAPN Common Stock.

What prices were received in Stack Fergal’s HAPN share sales?

The weighted-average prices were $18.8633 on August 18, $18.6415 on August 19, and $18.1069 on August 20, 2026. Each day’s sales occurred in multiple trades within disclosed price ranges, with only the weighted-average price reported.

Were the HAPN insider sales made under a Rule 10b5-1 trading plan?

Yes. A footnote states that these transactions were effected pursuant to a Rule 10b5-1 trading plan, indicating they were executed according to a pre-arranged trading schedule.

Does the Form 4 state how many HAPN shares Stack Fergal owns after the sales?

No. For each reported transaction, the field for shares owned following the transaction is left blank, so the filing does not state Stack Fergal’s remaining HAPN share holdings.

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Available on EDGAR 08/20/2026 - 08:00 PM Accepted by SEC EDGAR 08/20/2026 - 07:59 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^*

Stack Fergal

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Corporate Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2026

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	08/18/2026		S(1)		40,000	D	$18.8633(2)	114,977	D
Common Stock	08/19/2026		S(1)		37,500	D	$18.6415(3)	77,477	D
Common Stock	08/20/2026		S(1)		37,500	D	$18.1069(4)	39,977	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. This transaction was executed in multiple trades during the date at prices ranging from $18.67 to $19.03. 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.

3. This transaction was executed in multiple trades during the date at prices ranging from $18.51 to $18.81. 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.

4. This transaction was executed in multiple trades during the date at prices ranging from $17.94 to $18.42. 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	08/20/2026
	** 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)