Honest Company (HNST) SVP sells shares in tax sell-to-cover trade

Rhea-AI Filing Summary

Honest Company, Inc. senior vice president Thomas Sternweis reported an open-market sale of 14,866 shares of common stock on March 5, 2026. According to the disclosure, the shares were sold solely to cover tax withholding on the vesting of a previously granted restricted stock unit award.

The weighted average sale price was $2.85 per share, with individual trades executed between $2.85 and $2.87. After these transactions, Sternweis directly owned 467,470 shares of Honest Company stock, including 349,154 restricted stock units that are payable in an equivalent number of shares.

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^*

Sternweis Thomas

(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)
	SVP, Enterprise Dev. & Strat.

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)		14,866	D	$2.85(2)	467,470(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 349,154 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 insider transaction did HNST executive Thomas Sternweis report?

Thomas Sternweis reported selling 14,866 shares of Honest Company common stock in an open-market transaction. The shares were sold on March 5, 2026 under an approved sell-to-cover plan to satisfy tax obligations from the vesting of restricted stock units.

At what price were the Honest Company (HNST) shares sold in this Form 4?

The reported weighted average sale price was $2.85 per share. The filing notes that individual trades occurred in a range from $2.85 to $2.87 per share, and the insider agreed to provide full trade details to regulators upon request.

Was the HNST insider stock sale discretionary or for tax withholding?

The sale was conducted solely to cover tax liabilities from a vesting restricted stock unit award. The filing states it was made under an approved sell-to-cover plan for executive officers, indicating a tax-withholding driven transaction rather than a discretionary portfolio decision.

How many Honest Company shares does Thomas Sternweis hold after this transaction?

After the reported sale, Thomas Sternweis beneficially owned 467,470 shares of Honest Company. This total includes 349,154 restricted stock units, which are payable in an equivalent number of shares of the company’s common stock when they settle.

What does the 349,154 RSUs figure mean for HNST insider ownership?

The filing states Sternweis holds 349,154 restricted stock units (RSUs). Each RSU represents a right to receive one share of Honest Company common stock, so these units will convert into the same number of shares as they vest and settle over time.

What transaction code was used in the HNST Form 4, and what does it indicate?

The transaction used code “S”, described as a sale in an open market or private transaction. Combined with the footnote, this indicates an open-market sale executed under a sell-to-cover plan to satisfy tax withholding obligations on vested restricted stock units.