Was the Happen (HAPN) CEO’s share sale under a Rule 10b5-1 plan?

Yes. The Form 4 states the transaction was effected under a Rule 10b5-1 trading plan. The plan was established to diversify the reporting person’s assets and governs the sale mechanics, indicating the trade timing was pre-arranged rather than a discretionary, same-day decision.

[Form 4] LendingClub Corp Insider Trading Activity

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Happen, Inc. CEO and director Sanborn Scott sold 25,000 shares of Common Stock in an open-market transaction at a weighted-average price of $21.0011 per share. After the sale, he directly holds 1,536,063 shares.

The sale was executed under a pre-arranged Rule 10b5-1 trading plan to diversify his assets. As previously disclosed, the maximum number of shares that can be sold under this plan, including this transaction, represents 9.4% of his equity interest in Happen.

Insider Trade Summary 10b5-1

Net Seller: 25,000 shares ($525,028)

Net Sell 1 txn

Insider Sanborn Scott

Role CEO

Sold 25,000 shs ($525K)

Type	Security	Shares	Price	Value
Sale	Common Stock	25,000	$21.0011	$525K

Holdings After Transaction: Common Stock — 1,536,063 shares (Direct, null)

Footnotes (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 $21.00 to $21.03. 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: 25,000 shares Weighted-average sale price: $21.0011 per share Trade price range: $21.00–$21.03 per share +2 more

5 metrics

Shares sold 25,000 shares Open-market sale of Common Stock

Weighted-average sale price $21.0011 per share Open-market transaction on reported date

Trade price range $21.00–$21.03 per share Individual trades during execution

Direct holdings after sale 1,536,063 shares Post-transaction direct ownership

Plan sale limit 9.4% of equity interest Maximum shares saleable under Rule 10b5-1 plan

Key Terms

Rule 10b5-1 trading plan, weighted-average price, open-market sale, equity interest

4 terms

Rule 10b5-1 trading plan regulatory

"This transaction was effected pursuant to a Rule 10b5-1 trading plan (the "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.

equity interest financial

"represents 9.4% of the Reporting Person's equity interest in the Issuer"

An equity interest is an ownership stake in a company that gives the holder a share of its assets, profits and sometimes voting power—think of owning a slice of a pie that grows or shrinks with the business. Investors care because the size and type of that stake determine how much they benefit from future gains, bear losses, receive dividends, or influence decisions, and it directly affects the value and risk of their investment.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 05:14 PM Accepted by SEC EDGAR 07/02/2026 - 05:14 PM

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).

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2026		S⁽¹⁾		25,000	D	$21.0011⁽²⁾	1,536,063	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $21.00 to $21.03. 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Happen reported that CEO and director Sanborn Scott sold 25,000 shares of Common Stock in an open-market transaction. The sale occurred at a weighted-average price of $21.0011 per share, with individual trade prices ranging from $21.00 to $21.03 during the trading day.

At what price did the Happen (HAPN) CEO sell his 25,000 shares?

The 25,000 Happen shares were sold at a weighted-average price of $21.0011 per share. The transaction was executed in multiple trades at prices ranging from $21.00 to $21.03, with the insider undertaking to provide full trade details upon request to regulators or shareholders.

How many Happen (HAPN) shares does CEO Sanborn Scott hold after this sale?

Following the 25,000-share disposition, CEO Sanborn Scott directly holds 1,536,063 shares of Happen Common Stock. This post-transaction holding figure comes from the Form 4 and reflects his remaining direct equity position after the reported open-market sale on the transaction date.

What portion of the Happen (HAPN) CEO’s equity can be sold under his plan?

The filing notes that, as disclosed in Happen’s Form 10-Q for the quarter ended March 31, 2026, the maximum shares that can be sold under the CEO’s Rule 10b5-1 plan, including this transaction, represent 9.4% of his equity interest in the company.

How were the multiple trades in the Happen (HAPN) CEO’s sale reported?

The sale was executed in multiple trades between $21.00 and $21.03 per share, but the Form 4 reports a single weighted-average price of $21.0011. The reporting person has undertaken to provide full trade-level share and price details upon request to the SEC, Happen, or shareholders.