Honest Company (HNST) innovation chief sells 12,886 shares in tax sell-to-cover

Rhea-AI Filing Summary

Honest Company, Inc. Chief Innovation Officer Stephen Winchell reported an open-market sale of 12,886 shares of common stock on May 20, 2026. According to a sell-to-cover plan approved by the Compensation Committee, the shares were sold solely to cover tax liabilities from vesting Restricted Stock Units.

The weighted average sale price was $3.14 per share, with individual trades executed between $3.14 and $3.19. After this transaction, Winchell directly holds 483,293 common shares and has 356,993 RSUs outstanding, which are payable in an equivalent number of shares.

Insider Trade Summary 10b5-1

Net Seller: 12,886 shares ($40,462)

Net Sell 1 txn

Insider Winchell Stephen

Role Chief Innovation Officer

Sold 12,886 shs ($40K)

Type	Security	Shares	Price	Value
Sale	Common Stock	12,886	$3.14	$40K

Holdings After Transaction: Common Stock — 483,293 shares (Direct, null)

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 $3.14 to $3.19, 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 356,993 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.

Key Figures

Shares sold: 12,886 shares Weighted average sale price: $3.14 per share Sale price range: $3.14–$3.19 per share +2 more

5 metrics

Shares sold 12,886 shares Open-market sale on May 20, 2026

Weighted average sale price $3.14 per share Tax-related sell-to-cover transactions

Sale price range $3.14–$3.19 per share Multiple trades during the same transaction date

Shares held after transaction 483,293 shares Direct common stock ownership following sale

Outstanding RSUs 356,993 RSUs Payable in an equivalent number of common shares

Key Terms

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

4 terms

sell-to-cover plan financial

"Pursuant to the approved sell-to-cover plan by the Compensation Committee"

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 $3.14 to $3.19"

Form 4 Insider Transactions: What Each Field Means →

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^*

Winchell Stephen

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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)

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	05/20/2026		S		12,886(1)	D	$3.14(2)	483,293(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 $3.14 to $3.19, 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 356,993 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.

Remarks:

	/s/ Brendan Sheehey, Attorney-in-Fact	05/22/2026
	** 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)

FAQ

What insider transaction did Honest Company (HNST) disclose for Stephen Winchell?

Honest Company disclosed that Chief Innovation Officer Stephen Winchell sold 12,886 common shares. The sale was executed under an approved sell-to-cover plan to pay taxes triggered by vesting Restricted Stock Units, making it a routine, compensation-related transaction rather than a discretionary share sale.

At what price did Stephen Winchell sell Honest Company (HNST) shares?

Stephen Winchell’s 12,886 Honest Company shares were sold at a weighted average price of $3.14. The filing notes multiple trades within a narrow range from $3.14 to $3.19 per share, reflecting the execution of several small transactions to fulfill the tax-related sell-to-cover requirement.

How many Honest Company (HNST) shares does Stephen Winchell hold after the sale?

After the reported sale, Stephen Winchell directly holds 483,293 Honest Company common shares. In addition, the filing states he has 356,993 Restricted Stock Units outstanding, which will be settled in an equivalent number of shares, highlighting a substantial remaining equity position tied to the company’s future performance.

Why were Stephen Winchell’s Honest Company (HNST) shares sold under a sell-to-cover plan?

The shares were sold under a Compensation Committee–approved sell-to-cover plan to satisfy tax liabilities from vesting RSUs. Such plans automatically sell a portion of newly vested shares, allowing executives to cover income taxes without making separate cash payments, and are common in equity compensation programs.

What does the weighted average price mean in the Honest Company (HNST) Form 4?

The weighted average price of $3.14 reflects multiple trades executed between $3.14 and $3.19. Instead of listing each trade, the filing aggregates them into one average price, and the insider has committed to provide detailed trade breakdowns to regulators or the issuer upon request.