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Happen (HAPN) SVP Fergal Stack sells 50,000 shares under 10b5-1 plan

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

Rhea-AI Filing Summary

Happen, Inc. senior vice president and corporate controller Fergal Stack reported an open-market sale of common stock. He sold 50,000 shares of Happen common stock at a weighted-average price of $21.0138 per share in a transaction executed under a Rule 10b5-1 trading plan. After this sale, Stack directly holds 154,977 shares of Happen common stock.

Positive

  • None.

Negative

  • None.
Insider Stack Fergal
Role SVP, Corporate Controller
Sold 50,000 shs ($1.05M)
Type Security Shares Price Value
Sale Common Stock 50,000 $21.0138 $1.05M
Holdings After Transaction: Common Stock — 154,977 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 $21.00 to $21.05. 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 50,000 shares Open-market sale of Happen common stock
Weighted-average sale price $21.0138 per share Average price for the 50,000 shares sold
Price range of trades $21.00 to $21.05 Range of execution prices on transaction date
Shares held after transaction 154,977 shares Direct ownership after the reported sale
Net buy/sell shares -50,000 shares Net effect of reported insider activity in this filing
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.
non-derivative financial
"transaction_type: non-derivative"
Form 4 regulatory
"INSIDER FILING DATA (Form 4)"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
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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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Corporate Controller
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		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 Stock07/01/2026S(1)50,000D$21.0138(2)154,977D
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.
2. This transaction was executed in multiple trades during the date at prices ranging from $21.00 to $21.05. 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-fact07/02/2026
** 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 Fergal Stack?

Happen, Inc. reported that SVP and corporate controller Fergal Stack sold 50,000 shares of common stock. The transaction was an open-market sale executed under a Rule 10b5-1 trading plan, with a reported weighted-average sale price of $21.0138 per share.

At what price did Fergal Stack sell Happen (HAPN) shares in this Form 4?

Fergal Stack sold Happen common stock at a weighted-average price of $21.0138 per share. The trades occurred in multiple executions during the day, with individual prices ranging from $21.00 to $21.05 according to the disclosed footnote.

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

Following the reported sale, Fergal Stack directly holds 154,977 shares of Happen, Inc. common stock. This post-transaction balance reflects his remaining direct ownership after selling 50,000 shares in the open-market transaction disclosed in the Form 4 filing.

Was Fergal Stack’s Happen (HAPN) share sale made under a Rule 10b5-1 plan?

Yes. The filing states that Fergal Stack’s transaction was effected pursuant to a Rule 10b5-1 trading plan. Such plans allow insiders to prearrange trades in advance, helping separate trading decisions from day-to-day information they may receive.

What type of transaction did Fergal Stack execute in Happen (HAPN) stock?

The Form 4 describes the transaction as an open-market sale of non-derivative common stock. Stack sold 50,000 shares and did not report any related option exercises or derivative transactions in this filing, based on the provided transaction details.

Over what price range were Happen (HAPN) shares sold in Fergal Stack’s transaction?

The shares were sold in multiple trades at prices ranging from $21.00 to $21.05. The Form 4 reports a weighted-average sale price of $21.0138 per share and notes that full trade details are available upon request to the issuer, security holders, or SEC staff.