Honest Company (HNST) GC sells 22,556 shares for tax withholding

Rhea-AI Filing Summary

Honest Company, Inc. General Counsel Brendan Sheehey reported an open-market sale of 22,556 shares of common stock on March 5, 2026. The shares were sold at a weighted average price of $2.85 per share, in transactions ranging from $2.85 to $2.87.

According to the company’s approved sell-to-cover plan for executive officers, the sale was made solely to cover tax liabilities arising from the vesting of a prior Restricted Stock Unit award. After this sale, Sheehey directly owned 725,672 shares, including 383,568 RSUs payable in an equal number of shares of common stock.

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

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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^*

Sheehey Brendan

(Last) (First) (Middle)

12130 MILLENNIUM DRIVE, SUITE 500

(Street)

LOS ANGELES CA 90094

(City) (State) (Zip)

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)
	General Counsel

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

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)		22,556	D	$2.85(2)	725,672(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 383,568 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.

FAQ

What did Honest Company (HNST) General Counsel Brendan Sheehey report in this Form 4?

Brendan Sheehey reported selling 22,556 shares of Honest Company common stock. The transaction occurred on March 5, 2026 and reflects an open-market sale executed under an approved executive sell-to-cover plan for tax withholding on vested RSUs.

How many Honest Company (HNST) shares did Brendan Sheehey sell and at what price?

He sold 22,556 shares of Honest Company common stock at a weighted average price of $2.85 per share. Footnotes state individual trades occurred in multiple transactions within a narrow price range between $2.85 and $2.87 per share.

Why did Brendan Sheehey’s sale of Honest Company (HNST) shares take place?

The sale was made solely to cover tax liabilities triggered by vesting RSUs. A footnote explains it occurred under an approved sell-to-cover plan established by the Compensation Committee for all executive officers, tied to a previously granted Restricted Stock Unit award.

How many Honest Company (HNST) shares does Brendan Sheehey own after this Form 4 transaction?

After the transaction, Sheehey directly owned 725,672 shares of Honest Company common stock. This total includes 383,568 Restricted Stock Units (RSUs), which are payable in an equivalent number of shares of the company’s common stock when they settle.

What does the weighted average price mean in Brendan Sheehey’s Honest Company (HNST) trade?

The reported $2.85 price is a weighted average across multiple trades. A footnote clarifies that shares were sold in several transactions between $2.85 and $2.87, and full trade details are available to the issuer or SEC staff upon request.

Does Brendan Sheehey’s Honest Company (HNST) filing mention his role and ownership type?

Yes. The filing identifies Brendan Sheehey as an officer with the title General Counsel. The reported holdings after the sale are classified as direct ownership, indicating the shares and RSUs are held directly in his name rather than through an intermediary entity.