Happen (HAPN) CEO Scott Sanborn Exercises RSUs, Sells 28,750 Shares

What Happened
Scott Sanborn, CEO and director of Happen, converted vested restricted stock units (RSUs) into 27,817 shares on Aug 25, 2026 (reported as derivative exercises at $0.00). The company withheld 14,856 of those shares to cover tax withholding obligations at a price of $18.25 per share (value ~$271,122). On Aug 26, 2026, Sanborn sold 28,750 shares in open-market transactions under a Rule 10b5-1 plan at a weighted-average price of $18.25, receiving gross proceeds of ~$524,711. (The sale quantity exceeded the newly converted shares, indicating the sale included previously held shares.)

Key Details

• Transaction dates: Aug 25, 2026 (RSU conversion and tax withholding) and Aug 26, 2026 (open-market sale).
• Prices: RSU conversion recorded at $0.00; withholding and sale at weighted-average $18.25 (trade prices ranged $18.13–$18.40).
• Shares: 27,817 shares acquired on conversion; 14,856 shares withheld for taxes; 28,750 shares sold.
• Proceeds/values: Tax withholding value ~$271,122; sale proceeds ~$524,711.
• Footnotes: RSUs convert to one share each on vesting (F1); withholding represents shares surrendered to cover taxes (F2); the sale was executed under a pre-established Rule 10b5-1 plan (F3) and occurred in multiple trades (F4). Vesting schedule details noted in filing (F5–F8).
• Shares owned after transaction: Not specified in the provided filing.
• Filing timeliness: Reported on Aug 27, 2026 for transactions on Aug 25–26, which is within the typical two-business-day Form 4 filing window (filed timely).

Context
This was a conversion of vested RSUs (no cash exercise price) followed by tax-withholding and a post-vesting sale. The withholding is a routine cashless tax settlement; the subsequent sale was made under a pre-set 10b5-1 plan (pre-approved plan to sell shares). Sales executed under 10b5-1 plans are typically pre-arranged and do not necessarily indicate a change in the insider’s view of the company.