Happen, Inc. (HAPN) counsel sells 5,500 shares in Rule 10b5-1 trade

Rhea-AI Filing Summary

Happen, Inc.’s General Counsel & Secretary, Cheng Jordan, reported an open-market sale of company stock. On this date, Jordan sold 5,500 shares of Happen common stock at a weighted-average price of $20.8534 per share, in multiple trades priced between $20.62 and $20.95.

The sale was executed pursuant to a pre-arranged Rule 10b5-1 trading plan. Following these transactions, Jordan directly holds 102,574 shares of Happen common stock, indicating the sale represents a relatively small portion of the reported overall equity position.

Insider Trade Summary 10b5-1

Net Seller: 5,500 shares ($114,694)

Net Sell 1 txn

Insider Cheng Jordan

Role General Counsel & Secretary

Sold 5,500 shs ($115K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,500	$20.8534	$115K

Holdings After Transaction: Common Stock — 102,574 shares (Direct, null)

Footnotes (1)

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan. This transaction was executed in multiple trades during the date at prices ranging from $20.62 to $20.95. 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

Shares sold: 5,500 shares Weighted-average sale price: $20.8534 per share Trade price range: $20.62–$20.95 per share +2 more

5 metrics

Shares sold 5,500 shares Open-market sale of common stock

Weighted-average sale price $20.8534 per share Sale of 5,500 Happen common shares

Trade price range $20.62–$20.95 per share Multiple trades executed on the transaction date

Shares held after transaction 102,574 shares Direct holdings following the reported sale

Net shares sold 5,500 shares Net-sell direction per transaction summary

Key Terms

Rule 10b5-1 trading plan, weighted-average price, open-market sale, transaction code "S"

4 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 sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

transaction code "S" regulatory

"transaction_code": "S""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 05:11 PM Accepted by SEC EDGAR 07/02/2026 - 05:11 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^*

Cheng Jordan

(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)
	General Counsel & Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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	07/01/2026		S(1)		5,500	D	$20.8534(2)	102,574	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 $20.62 to $20.95. 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	07/02/2026
	** 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)

FAQ

What insider transaction did Happen, Inc. (HAPN) report for Cheng Jordan?

Happen, Inc. reported that General Counsel & Secretary Cheng Jordan sold 5,500 shares of common stock. The shares were sold in open-market transactions at a weighted-average price of $20.8534 per share, executed under a pre-arranged Rule 10b5-1 trading plan over a range of trade prices.

At what price did Cheng Jordan sell Happen, Inc. (HAPN) shares?

Cheng Jordan sold Happen, Inc. shares at a weighted-average price of $20.8534 per share. The trades were executed in multiple transactions during the day, with individual prices ranging from $20.62 to $20.95, as disclosed in the footnotes accompanying the insider transaction report.

How many Happen, Inc. (HAPN) shares does Cheng Jordan hold after this sale?

After the reported sale, Cheng Jordan directly holds 102,574 shares of Happen, Inc. common stock. This indicates that the 5,500 shares sold represent only a small fraction of the total reported holdings that remain owned directly by the company’s General Counsel & Secretary.

Was the Happen, Inc. (HAPN) insider sale made under a Rule 10b5-1 plan?

Yes, the filing states the transaction was effected pursuant to a Rule 10b5-1 trading plan. Such plans allow insiders to pre-schedule trades, helping separate their personal trading decisions from day-to-day nonpublic information and potentially reducing concerns about discretionary trade timing.

What type of transaction did Happen, Inc. (HAPN) disclose for Cheng Jordan?

The company disclosed an open-market sale of common stock by Cheng Jordan. The Form 4 identifies transaction code “S,” indicating a sale, and describes it as an open-market or private transaction, with 5,500 shares sold and detailed pricing information provided in the accompanying footnotes.