Sanborn Scott 4

What Happened
Sanborn Scott, CEO and Director of Happen, Inc. (HAPN), sold 28,750 shares on July 15, 2026 for a weighted-average price of $20.08 per share, generating approximately $577,243 in proceeds. The sale was effected under a pre-established Rule 10b5-1 trading plan that the reporting person says was adopted to diversify personal holdings.

Key Details

• Transaction date: July 15, 2026; Form 4 filed July 17, 2026 (appears timely).
• Transaction type/code: Sale (S).
• Shares sold: 28,750; weighted-average price: $20.08; total proceeds reported: $577,243.
• Price range: executed in multiple trades on the same day at prices from $19.76 to $20.27 (footnote clarifies weighted average and availability of per-trade details upon request).
• Plan disclosure: Sale was made pursuant to a Rule 10b5-1 plan to diversify assets; the Form 10-Q for the quarter ended March 31, 2026 discloses that the maximum shares that may be sold under the plan (including this transaction) represent 9.4% of the reporting person’s equity interest.
• Shares owned after transaction: Not specified in this Form 4.

Context
This was a sale under a 10b5-1 plan (a common method for insiders to periodically sell shares), which the filer states was intended for diversification. Sales under 10b5-1 plans are typically pre-arranged and do not necessarily indicate a change in the insider’s view of the company.