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Honest Company (HNST) CEO receives stock awards, sells shares for taxes

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

For Honest Company, Inc. (HNST), Chief Executive Officer and director Carla Vernon reported a mix of equity award grants and a tax-related share sale. She received a grant of 362,068 Performance Stock Units (PSUs), each representing a contingent right to one share of common stock, and a related grant of 362,068 Restricted Stock Units (RSUs) with three-year vesting. On the same date, 117,893 shares of common stock were sold at $4.99 per share solely to cover tax liabilities upon vesting of a prior RSU award, under an approved sell-to-cover plan for executive officers, while she continues to hold a substantial RSU position.

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Insights

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Insider Vernon Carla
Role Chief Executive Officer
Sold 117,893 shs ($588K)
Type Security Shares Price Value
Grant/Award Performance Stock Unit F5, F6, F7, F8 362,068 $0.00 $0.00
Sale Common Stock F1, F2 117,893 $4.99 $588K
Grant/Award Common Stock F3, F4 362,068 $0.00 $0.00
Holdings After Transaction: Performance Stock Unit — 362,068 shares (Direct); Common Stock — 4,190,626 shares (Direct)
Footnotes (8)
  1. F1. 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. F2. Includes 2,361,668 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.
  3. F3. The RSUs shall vest over a three-year period, with 50% of the RSUs vesting on February 19, 2028, and the remainder vesting on August 19, 2029, in each case subject to the reporting person's Continuous Service (as defined in the Issuer's 2021 Equity Incentive Plan) through each such date. The RSUs are payable in an equivalent number of shares of the Issuer's common stock.
  4. F4. Includes 2,723,736 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.
  5. F5. The Performance Stock Units (PSUs) represent a contingent right to receive one share of the Issuer's common stock.
  6. F6. The number of PSUs reported represents the target award (100%); the number of PSUs ultimately earned may range from 0% to 200% of target.
  7. F7. The PSUs are subject to both service-based and stock price-based vesting conditions. The service-based condition will be satisfied as to 25% of the award on each of Aug. 20, 2027, 2028, 2029, and 2030, subject to the reporting person's Continuous Service as CEO through the applicable date. The stock price-based condition will be satisfied, if, during the four-year period beginning Feb. 20, 2027 and ending on Feb. 20, 2031, the average closing price per share of the Issuer's common stock over any 30 consecutive trading days equals or exceeds an applicable stock price hurdle. The number of PSUs eligible to vest will equal 50%, 100%, 150%, or 200% of the target award upon achievement of the applicable stock price hurdle of $6.50, $8.00, $9.50, or $11.00, respectively. Each PSU will vest on the first date on which both the applicable service-based and stock price-based conditions are satisfied.
  8. F8. No vesting occurs with respect to an average closing price over any 30 consecutive trading day that is below $6.50, and PSUs for which the stock price hurdle has not been achieved by the end of the performance period are forfeited.
Common shares sold 117,893 shares Sale on August 20, 2026 to cover tax liability
Sale price per share $4.99 per share Tax-related sale of 117,893 common shares
PSUs granted 362,068 PSUs Target award to CEO on August 20, 2026
RSUs granted 362,068 RSUs Time-based RSU award with three-year vesting
PSU payout range 0% to 200% of target Earned based on stock price hurdles and service conditions
Stock price hurdles $6.50, $8.00, $9.50, $11.00 Average price targets for 50%, 100%, 150%, 200% PSU vesting
Future RSU holdings 2,723,736 RSUs RSUs payable in an equivalent number of common shares
PSU performance period Feb. 20, 2027 to Feb. 20, 2031 Four-year window to achieve stock price hurdles
Performance Stock Units financial
"The Performance Stock Units (PSUs) represent a contingent right"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Restricted Stock Units financial
"shares were sold solely to cover the associated tax liability upon the vesting of a previously granted award of Restricted Stock Units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
sell-to-cover plan financial
"Pursuant to the approved sell-to-cover plan by the Compensation Committee"
Continuous Service regulatory
"subject to the reporting person's Continuous Service (as defined in the Issuer's 2021 Equity Incentive Plan)"
stock price hurdle financial
"upon achievement of the applicable stock price hurdle of $6.50, $8.00, $9.50, or $11.00"

FAQ

What insider transactions did HNST CEO Carla Vernon report on August 20, 2026?
Carla Vernon reported a grant of 362,068 PSUs, a grant of 362,068 RSUs, and the sale of 117,893 common shares at $4.99 per share to cover tax liabilities from vesting of a prior RSU award.

How many Honest Company (HNST) shares did the CEO sell, and at what price?
Carla Vernon reported the sale of 117,893 shares of Honest Company common stock at a price of $4.99 per share, pursuant to an approved sell-to-cover plan to satisfy tax liabilities related to vesting RSUs.

What are the terms of the 362,068 PSUs granted to the HNST CEO?
The 362,068 PSUs represent a contingent right to one share each. Vesting requires both service and stock price conditions, with potential payout from 0% to 200% of target based on average share prices between $6.50 and $11.00 over a defined performance period.

How do the new RSUs granted to the HNST CEO vest?
The 362,068 RSUs vest over three years: 50% on February 19, 2028 and the remainder on August 19, 2029, subject to Carla Vernon’s continuous service, and are payable in an equivalent number of Honest Company common shares.

Were the HNST CEO’s August 20, 2026 stock sales under a trading or tax plan?
Yes. The 117,893-share sale was made under an approved sell-to-cover plan for executive officers and was executed solely to cover tax liabilities arising from the vesting of a previously granted RSU award.

What RSU holdings does the HNST CEO have after these transactions?
A footnote states that Carla Vernon’s holdings include 2,723,736 RSUs, payable in an equivalent number of Honest Company common shares, following the new RSU grant reported in this filing.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/20/2026S117,893(1)D$4.993,828,558(2)D
Common Stock08/20/2026A362,068(3)A$04,190,626(4)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Unit(5)08/20/2026A362,068(6) (7) (8)Common Stock362,068$0362,068D
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. Includes 2,361,668 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.
3. The RSUs shall vest over a three-year period, with 50% of the RSUs vesting on February 19, 2028, and the remainder vesting on August 19, 2029, in each case subject to the reporting person's Continuous Service (as defined in the Issuer's 2021 Equity Incentive Plan) through each such date. The RSUs are payable in an equivalent number of shares of the Issuer's common stock.
4. Includes 2,723,736 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.
5. The Performance Stock Units (PSUs) represent a contingent right to receive one share of the Issuer's common stock.
6. The number of PSUs reported represents the target award (100%); the number of PSUs ultimately earned may range from 0% to 200% of target.
7. The PSUs are subject to both service-based and stock price-based vesting conditions. The service-based condition will be satisfied as to 25% of the award on each of Aug. 20, 2027, 2028, 2029, and 2030, subject to the reporting person's Continuous Service as CEO through the applicable date. The stock price-based condition will be satisfied, if, during the four-year period beginning Feb. 20, 2027 and ending on Feb. 20, 2031, the average closing price per share of the Issuer's common stock over any 30 consecutive trading days equals or exceeds an applicable stock price hurdle. The number of PSUs eligible to vest will equal 50%, 100%, 150%, or 200% of the target award upon achievement of the applicable stock price hurdle of $6.50, $8.00, $9.50, or $11.00, respectively. Each PSU will vest on the first date on which both the applicable service-based and stock price-based conditions are satisfied.
8. No vesting occurs with respect to an average closing price over any 30 consecutive trading day that is below $6.50, and PSUs for which the stock price hurdle has not been achieved by the end of the performance period are forfeited.
Remarks:
/s/ Brendan Sheehey, Attorney-in-Fact08/24/2026
** Signature of Reporting PersonDate
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