Honest Company (HNST) CEO sells 129,041 shares in tax-driven RSU transaction

Rhea-AI Filing Summary

Honest Company, Inc. Chief Executive Officer Carla Vernon reported an open-market sale of 129,041 shares of common stock at a weighted average price of $2.85 per share. According to the disclosure, the shares were sold solely to cover tax liabilities arising from the vesting of a previously granted Restricted Stock Unit (RSU) award under an approved sell-to-cover plan for executive officers.

Following the transaction, Vernon holds 4,065,840 shares of Honest Company common stock in total, including 2,819,261 RSUs that are payable in an equivalent number of shares. The sale is characterized as tax-driven rather than a discretionary reduction of her overall equity position.

Insider Trade Summary 10b5-1

Net Seller: 129,041 shares ($367,767)

Net Sell 1 txn

Insider Vernon Carla

Role Chief Executive Officer

Sold 129,041 shs ($368K)

Type	Security	Shares	Price	Value
Sale	Common Stock	129,041	$2.85	$368K

Holdings After Transaction: Common Stock — 4,065,840 shares (Direct)

Footnotes (1)

1. Pursuant to the approved sell-to-cover plan by the Compensation Committee for all executive officers, shares were sold solely to cover the associated tax liability upon the vesting of a previously granted award of Restricted Stock Units (RSUs). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.85 to $2.87, inclusive. The reporting person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. Includes 2,819,261 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.

Key Figures

Shares sold: 129,041 shares Weighted average sale price: $2.85 per share Sale price range: $2.85–$2.87 per share +2 more

5 metrics

Shares sold 129,041 shares Open-market sale on March 5, 2026

Weighted average sale price $2.85 per share Common stock sale

Sale price range $2.85–$2.87 per share Multiple transactions within range

Shares held after transaction 4,065,840 shares Total Honest Company common stock owned after sale

RSUs outstanding 2,819,261 RSUs Payable in an equivalent number of common shares

Key Terms

sell-to-cover plan, Restricted Stock Units (RSUs), weighted average price, multiple transactions, +1 more

5 terms

sell-to-cover plan financial

"Pursuant to the approved sell-to-cover plan by the Compensation Committee for all executive officers..."

Restricted Stock Units (RSUs) financial

"...upon the vesting of a previously granted award of Restricted Stock Units (RSUs)."

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

multiple transactions financial

"These shares were sold in multiple transactions at prices ranging from $2.85 to $2.87..."

payable in an equivalent number of shares financial

"Includes 2,819,261 RSUs which are payable in an equivalent number of shares..."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 05/21/2026 - 04:36 PM Accepted by SEC EDGAR 05/21/2026 - 04:35 PM Learn about SEC filing dates

FAQ

What did Honest Company (HNST) CEO Carla Vernon report in this Form 4/A?

Carla Vernon reported selling 129,041 Honest Company shares at a weighted average price of $2.85. The transaction was disclosed as part of an approved sell-to-cover plan tied to RSU vesting and related tax obligations.

Why did Honest Company (HNST) CEO Carla Vernon sell 129,041 shares?

The shares were sold solely to cover tax liabilities from the vesting of a previously granted RSU award. The sale occurred under an approved sell-to-cover plan established by the Compensation Committee for all executive officers.

At what prices were Carla Vernon’s Honest Company (HNST) shares sold?

The reported weighted average sale price was $2.85 per share. The filing notes that multiple trades occurred in a range from $2.85 to $2.87, and detailed trade breakdowns are available from the issuer or regulators upon request.

How many Honest Company (HNST) shares does Carla Vernon hold after this transaction?

After the transaction, Carla Vernon holds 4,065,840 Honest Company shares. This figure includes time-based equity, specifically 2,819,261 RSUs that are payable in an equivalent number of common shares when they settle.

What are the RSUs mentioned in the Honest Company (HNST) Form 4/A filing?

The filing states that Carla Vernon holds 2,819,261 RSUs, each payable in one share of Honest Company common stock. These RSUs are part of her equity compensation and vest over time, creating associated tax liabilities when they vest.

Was Carla Vernon’s Honest Company (HNST) share sale part of a trading plan?

Yes. The disclosure explains the sale occurred under an approved sell-to-cover plan for all executive officers. This arrangement automatically sells sufficient shares upon RSU vesting to satisfy associated tax obligations, rather than reflecting a discretionary market-timing decision.

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).

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^*

Vernon Carla

(Last) (First) (Middle)

12130 MILLENNIUM DRIVE

SUITE 500

(Street)

LOS ANGELES CALIFORNIA 90094

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Honest Company, Inc. [ HNST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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)
03/09/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/05/2026		S(1)		129,041	D	$2.85(2)	4,065,840(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the approved sell-to-cover plan by the Compensation Committee for all executive officers, shares were sold solely to cover the associated tax liability upon the vesting of a previously granted award of Restricted Stock Units (RSUs).

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.85 to $2.87, inclusive. The reporting person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

3. Includes 2,819,261 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.

Remarks:

	/s/ Brendan Sheehey, Attorney-in-Fact	03/09/2026
	** 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)