Happen, Inc. (HAPN) CFO LaBenne sells 13,929 shares in Rule 10b5-1 plan

Rhea-AI Filing Summary

Happen, Inc. Chief Financial Officer Andrew LaBenne reported a Rule 10b5-1 plan sale of 13,929 shares of common stock on 2026-08-10 at a weighted-average price of $19.3713 per share. Following the sale, he holds 221,026 shares directly and 12,000 shares indirectly through UTMAs for his children. The company previously disclosed that the maximum shares that can be sold under this plan, including this transaction, represent 7.0% of his equity interest in Happen, Inc.

Insider Trade Summary 10b5-1

Net Seller: 13,929 shares

Net Sell 2 txns

Insider LaBenne Andrew

Role Chief Financial Officer

Sold 13,929 shs ($270K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	13,929	$19.3713	$270K
holding	Common Stock F3	--	--	--

Holdings After Transaction: Common Stock — 221,026 shares (Direct); Common Stock — 12,000 shares (Indirect, UTMAs for Children)

Footnotes (3)

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 7.0% 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 $19.16 to $19.54. 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. Aggregates 6,000 shares of Issuer's common stock held in each of two UTMA accounts for children of the Reporting Person.

Key Figures

Shares sold: 13,929 shares Weighted-average sale price: $19.3713 per share Direct holdings after sale: 221,026 shares +2 more

5 metrics

Shares sold 13,929 shares Common stock sale by CFO Andrew LaBenne on 2026-08-10

Weighted-average sale price $19.3713 per share Sale executed in multiple trades between $19.16 and $19.54

Direct holdings after sale 221,026 shares Common stock directly held by Andrew LaBenne after the transaction

Indirect UTMA holdings 12,000 shares Common stock in two UTMA accounts for children, 6,000 shares each

Plan sale limit as equity percentage 7.0% Maximum shares that can be sold under the Rule 10b5-1 plan relative to his equity interest

Key Terms

Rule 10b5-1 trading plan, weighted-average price, UTMA accounts

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.

UTMA accounts financial

"held in each of two UTMA accounts for children"

FAQ

What insider transaction did Happen, Inc. (HAPN) disclose for Andrew LaBenne?

Happen, Inc. disclosed that CFO Andrew LaBenne sold 13,929 shares of common stock on 2026-08-10 under a Rule 10b5-1 trading plan at a weighted-average price of $19.3713 per share.

At what price did HAPN CFO Andrew LaBenne sell his Happen, Inc. shares?

CFO Andrew LaBenne’s shares were sold at a weighted-average price of $19.3713 per share, with individual trade prices ranging from $19.16 to $19.54, as part of a Rule 10b5-1 trading plan.

How many Happen, Inc. (HAPN) shares does Andrew LaBenne hold after the reported sale?

After the reported transaction, Andrew LaBenne holds 221,026 Happen, Inc. common shares directly and 12,000 shares indirectly in UTMA accounts for his children, aggregating 6,000 shares in each of two such accounts.

Was the HAPN insider sale by CFO Andrew LaBenne under a Rule 10b5-1 plan?

Yes. The sale by CFO Andrew LaBenne was executed pursuant to a Rule 10b5-1 trading plan, and the plan-level disclosure states that up to 7.0% of his equity interest may be sold under this plan.

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

According to company disclosure, the maximum number of shares that can be sold under Andrew LaBenne’s Rule 10b5-1 plan, including this sale, represents 7.0% of his equity interest in Happen, Inc..

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/12/2026 - 06:26 PM Accepted by SEC EDGAR 08/12/2026 - 06:25 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^*

LaBenne Andrew

(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)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026

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	08/10/2026		S(1)		13,929	D	$19.3713(2)	221,026	D
Common Stock								12,000(3)	I	UTMAs for Children

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 7.0% 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 $19.16 to $19.54. 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. Aggregates 6,000 shares of Issuer's common stock held in each of two UTMA accounts for children of the Reporting Person.

	/s/ Bhavit Sheth, attorney-in-fact	08/12/2026
	** 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)