STOCK TITAN

Happen CLO converts 27K RSUs, withholds for taxes

Happen, Inc. (HAPN) reported that officer Steven C. Mattics, Bank – Chief Lending Officer, settled previously granted restricted stock units on August 25, 2026.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Happen, Inc. (HAPN) reported that officer Steven C. Mattics, Bank – Chief Lending Officer, settled previously granted restricted stock units on August 25, 2026. A total of 21,034 and 6,179 RSUs were converted into an equal number of common shares at a $0.00 exercise price. In connection with these vestings, 13,697 common shares were withheld at $18.25 per share to satisfy tax withholding obligations, which the company states does not represent a market sale. The RSUs vest over time, with portions vesting on May 25, 2026 and additional tranches vesting quarterly, subject to continued service.

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Insider Mattics Steven C
Role Bank - Chief Lending Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit (RSU) F1, F3, F4 21,034 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F5, F4 6,179 $0.00 $0.00
Exercise Common Stock F1 21,034 $0.00 $0.00
Exercise Common Stock F1 6,179 $0.00 $0.00
Tax Withholding Common Stock F2 13,697 $18.25 $250K
Holdings After Transaction: Restricted Stock Unit (RSU) — 209,031 contracts (Direct); Common Stock — 65,255 shares (Direct)
Footnotes (5)
  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. The RSUs vested as to 33.33% 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.
  4. F4. Not applicable.
  5. F5. 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.
RSUs converted to common stock (grant 1) 21,034 shares Restricted stock units converted into common stock on August 25, 2026
RSUs converted to common stock (grant 2) 6,179 shares Restricted stock units converted into common stock on August 25, 2026
Total RSUs exercised 27,213 shares Sum of RSUs converted into common stock on August 25, 2026
Shares withheld for tax 13,697 shares Common shares withheld to cover tax withholding obligations on August 25, 2026
Tax withholding price per share $18.25 per share Price used for shares withheld for tax on August 25, 2026
Initial vesting percentage (first RSU grant) 33.33% Percentage of RSU grant vesting on May 25, 2026
Quarterly vesting percentage 8.33% Ongoing quarterly vesting for RSU grants after May 25, 2026
Restricted Stock Unit ("RSU") financial
"Each restricted stock unit ("RSU") represents the contingent right"
contingent right to receive financial
"represents the contingent right to receive, upon vesting of the RSU"
tax withholding obligations financial
"shares withheld by the Issuer to cover tax withholding obligations"
vesting financial
"upon vesting of the RSU, one share of the Issuer's common stock"
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 insider equity activity did HAPN disclose for Steven C. Mattics on August 25, 2026?

Happen, Inc. disclosed that Steven C. Mattics converted 27,213 RSUs into the same number of common shares at a $0.00 exercise price and had 13,697 shares withheld at $18.25 per share to cover tax withholding obligations.

How many HAPN restricted stock units did Steven C. Mattics convert into common stock?

Steven C. Mattics converted 21,034 restricted stock units and 6,179 restricted stock units, totaling 27,213 RSUs, into an equal number of Happen, Inc. common shares on August 25, 2026.

Were the HAPN shares withheld from Steven C. Mattics considered a sale?

No. The filing states that the 13,697 Happen, Inc. common shares were withheld to cover tax withholding obligations in connection with RSU vesting and “does not represent a sale of shares.”

What price per HAPN share was used for tax withholding on Steven C. Mattics’ RSUs?

The filing reports that 13,697 Happen, Inc. common shares were withheld at $18.25 per share to satisfy tax withholding obligations related to the vesting of restricted stock units.

How do Steven C. Mattics’ HAPN RSUs vest over time?

One RSU grant vested 33.33% of its total shares on May 25, 2026, with 8.33% vesting quarterly thereafter. Another grant vested 8.33% on May 25, 2026, with additional 8.33% tranches vesting quarterly, each subject to continued service.

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

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Learn about SEC filing dates
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).
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*
Mattics Steven C

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Bank - Chief Lending Officer
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 Stock08/25/2026M21,034A$0(1)72,773D
Common Stock08/25/2026M6,179A$0(1)78,952D
Common Stock08/25/2026F13,697(2)D$18.2565,255D
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)08/25/2026M21,034 (3) (4)Common Stock21,034$0147,236D
Restricted Stock Unit (RSU)$0(1)08/25/2026M6,179 (5) (4)Common Stock6,179$061,795D
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. The RSUs vested as to 33.33% 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.
4. Not applicable.
5. 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)