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Happen, Inc. (HAPN) CEO sells shares under 10b5-1 plan, keeps over 1.56M

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

Rhea-AI Filing Summary

Happen, Inc. CEO and director Sanborn Scott sold 28,750 shares of Common Stock in an open-market transaction at a weighted-average price of $19.1726 per share. After this sale, he directly holds 1,561,063 shares.

The transaction was made under a pre-arranged Rule 10b5-1 trading plan designed to diversify his assets. According to the company’s Form 10-Q referenced in the footnote, the maximum number of shares that can be sold under this plan, including this sale, represents 9.4% of his equity interest in Happen, Inc.

Positive

  • None.

Negative

  • None.
Insider Sanborn Scott
Role CEO
Sold 28,750 shs ($551K)
Type Security Shares Price Value
Sale Common Stock 28,750 $19.1726 $551K
Holdings After Transaction: Common Stock — 1,561,063 shares (Direct, null)
Footnotes (1)
  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. This transaction was executed in multiple trades during the date at prices ranging from $18.90 to $19.75. 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 Open-market sale on 2026-06-24
Weighted-average sale price $19.1726 per share Open-market sale on 2026-06-24
Post-transaction holdings 1,561,063 shares Shares directly held after sale
Price range of trades $18.90–$19.75 per share Individual trade prices on sale date
Plan sale limit 9.4% of equity interest Maximum shares that can be sold under 10b5-1 plan
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.
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.
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.
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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)
06/24/2026		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 Stock06/24/2026S(1)28,750D$19.1726(2)1,561,063D
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 $18.90 to $19.75. 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-fact06/26/2026
** 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

FAQ

What insider transaction did Happen, Inc. (HAPN) report for CEO Sanborn Scott?

Happen, Inc. reported that CEO and director Sanborn Scott sold 28,750 shares of Common Stock. The sale was executed in the open market at a weighted-average price of $19.1726 per share under a pre-arranged Rule 10b5-1 trading plan.

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

After the reported transaction, CEO Sanborn Scott directly holds 1,561,063 Happen, Inc. shares. This post-transaction figure shows he retains a large equity position in the company despite the open-market sale of 28,750 shares under his trading plan.

Was the Happen, Inc. (HAPN) CEO’s share sale part of a Rule 10b5-1 plan?

Yes, the CEO’s sale was carried out under a Rule 10b5-1 trading plan. The footnote states the plan was established to diversify his assets and caps total sales at an amount equal to 9.4% of his equity interest, including this transaction.

What price range did the Happen, Inc. (HAPN) CEO’s trades cover on the sale date?

The CEO’s sale occurred in multiple trades between $18.90 and $19.75 per share. The filing reports a weighted-average sale price of $19.1726, and notes that detailed trade-level pricing information is available to regulators or shareholders upon request.

How significant is the maximum amount the Happen, Inc. (HAPN) CEO can sell under his plan?

The Form 10-Q referenced in the footnote states the maximum shares that can be sold under the Rule 10b5-1 plan, including this sale, represent 9.4% of the CEO’s equity interest. This limits total planned sales to a minority portion of his holdings.