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Honest Co. (HNST) awards Mayle 105K stock units after tax sale

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Honest Company, Inc. (HNST) reported that officer Jonathan Mayle, SVP, Customer Sales, sold 6,161 shares of common stock on 2026-08-20 at $4.99 per share. According to a footnote, these shares were sold pursuant to an approved sell-to-cover plan solely to satisfy tax liabilities on vesting RSUs and were executed under a Rule 10b5-1 trading plan. On the same date, Mayle received a grant of 105,799 RSUs, which vest 50% on February 19, 2028 and the remainder on August 19, 2029, contingent on continued service. After these transactions, his holdings include 452,450 RSUs payable in an equivalent number of Honest common shares.

Positive

  • None.

Negative

  • None.
Insider Mayle Jonathan
Role SVP, Customer Sales
Sold 6,161 shs ($31K)
Type Security Shares Price Value
Sale Common Stock F1, F2 6,161 $4.99 $31K
Grant/Award Common Stock F3, F4 105,799 $0.00 $0.00
Holdings After Transaction: Common Stock — 469,793 shares (Direct)
Footnotes (4)
  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 346,651 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 452,450 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.
Shares sold 6,161 shares of Common Stock Sale on 2026-08-20 to cover tax liability
Sale price per share $4.99 per share Price for 6,161-share sale on 2026-08-20
RSUs granted 105,799 RSUs Equity award of RSUs on 2026-08-20 to Jonathan Mayle
RSUs vesting first tranche 50% of 105,799 RSUs Vest on February 19, 2028, subject to Continuous Service
RSUs vesting second tranche Remaining 105,799 RSUs balance Vest on August 19, 2029, subject to Continuous Service
RSUs included after first transaction 346,651 RSUs Holdings referenced in footnote to tax sell-to-cover sale
RSUs included after grant 452,450 RSUs Holdings referenced in footnote after RSU grant
Rule 10b5-1 trading plan regulatory
"transactions were made pursuant to an approved sell-to-cover plan by the Compensation Committee"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
sell-to-cover plan financial
"Pursuant to the approved sell-to-cover plan by the Compensation Committee"
Restricted Stock Units (RSUs) financial
"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.
Continuous Service financial
"subject to the reporting person's Continuous Service (as defined in the Issuer's 2021 Equity Incentive Plan)"

FAQ

What insider transactions did HNST executive Jonathan Mayle report on August 20, 2026?
Jonathan Mayle reported a sale of 6,161 HNST shares at $4.99 per share and an award of 105,799 RSUs of Honest Company common stock, both dated 2026-08-20.

Why did HNST executive Jonathan Mayle sell 6,161 shares in this Form 4?
The 6,161-share sale was made under a Compensation Committee–approved sell-to-cover plan and, per the filing, was conducted solely to cover tax liabilities arising from the vesting of a previously granted RSU award.

Was Jonathan Mayle’s HNST share sale made under a Rule 10b5-1 trading plan?
Yes. The filing’s Rule 10b5-1 checkbox is marked, and a footnote states the sale occurred under an approved sell-to-cover plan for executive officers, indicating a pre-arranged Rule 10b5-1 trading plan.

What are the terms of the 105,799 RSUs granted to HNST executive Jonathan Mayle?
The 105,799 RSUs vest over three years: 50% on February 19, 2028 and the remainder on August 19, 2029, subject to his Continuous Service. Each RSU is payable in one share of Honest Company common stock.

How many RSUs does Jonathan Mayle hold in HNST after these transactions?
After the reported transactions, a footnote states that his holdings include 452,450 RSUs, each payable in an equivalent number of Honest Company common shares, reflecting unvested equity compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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*
Mayle Jonathan
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Customer Sales
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 Stock08/20/2026S6,161(1)D$4.99363,994(2)D
Common Stock08/20/2026A105,799(3)A$0469,793(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
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 346,651 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 452,450 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.
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