SEC Form 4 · accession 0001409970-26-000186
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Sanborn
Officer — CEO · Director
Period of report
Aug 25, 2026
Accepted (ET)
Aug 27, 2026 · 6:12 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001409970
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 25, 2026 | M | 13,151 | $0.00 | A | 1,491,714 | D | |
| Common StockF1 | Aug 25, 2026 | M | 8,045 | $0.00 | A | 1,499,759 | D | |
| Common StockF1 | Aug 25, 2026 | M | 6,621 | $0.00 | A | 1,506,380 | D | |
| Common StockF2 | Aug 25, 2026 | F | 14,856 | $18.25 | D | 1,491,524 | D | |
| Common StockF4 | Aug 26, 2026 | S | 28,750 | $18.2508 | D | 1,462,774 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit (RSU)F1,F5,F6 | $0.00 | Aug 25, 2026 | M | 13,151 | D | — | — | Common Stock | 13,151 | 26,302 | D |
| Restricted Stock Unit (RSU)F1,F7,F6 | $0.00 | Aug 25, 2026 | M | 8,045 | D | — | — | Common Stock | 8,045 | 48,270 | D |
| Restricted Stock Unit (RSU)F1,F8,F6 | $0.00 | Aug 25, 2026 | M | 6,621 | D | — | — | Common Stock | 6,621 | 66,209 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
- F2Does 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.
- F3This 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.
- F4This transaction was executed in multiple trades during the date at prices ranging from $18.13 to $18.40. 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.
- F5The RSUs vested as to 8.33% of the total shares on May 25, 2024, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
- F6Not applicable.
- F7The RSUs vested as to 8.33% of the total shares on May 25, 2025, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
- F8The 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.