[Form 4] The Honest Company, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing for The Honest Company, Inc. (HNST) discloses an initial equity award to newly appointed Chief Financial Officer Bruce Curtiss James III. On 1 July 2025, the company granted 202,880 restricted stock units (RSUs) under the 2023 Inducement Plan at a cost basis of $0.00. The RSUs convert to common stock on vesting and increase the executive’s direct beneficial ownership to the same number of shares.

Vesting schedule: 25 % of the award vests on 19 May 2026; the remaining 75 % vests in equal 6.25 % quarterly tranches thereafter, contingent upon continued employment. No derivative securities or sales were reported.

The filing signals a retention-focused compensation structure that more closely aligns the CFO’s incentives with long-term shareholder value. While the share count is modest relative to HNST’s 94 million shares outstanding (≈0.2 % potential dilution), it represents meaningful personal exposure for the executive without immediate cash outlay by the company.

Positive

• Executive–shareholder alignment: 202,880 RSUs give the new CFO a direct equity stake, encouraging long-term value creation.
• Structured vesting: Four-year vesting with quarterly tranches supports retention and continuity of leadership.

Negative

• Minor dilution risk: Conversion of 202,880 RSUs represents ≈0.2 % of shares outstanding, marginally diluting existing holders on vesting.

Insights

Corporate Governance Expert

TL;DR: Routine inducement grant; aligns new CFO with shareholders, minimal dilution, neutral governance impact.

The RSU package is standard for C-suite onboarding and complies with HNST’s 2023 Inducement Plan. 202,880 shares equate to roughly 0.2 % of outstanding stock, posing negligible dilution. The time-based vesting schedule fosters retention through 2029 and encourages long-term value creation. No preferential pricing or accelerated vesting clauses are disclosed, supporting sound governance practices. Overall impact on existing investors is neutral to slightly positive due to incentive alignment.

Portfolio Manager

TL;DR: Equity grant immaterial to valuation; modest positive for executive alignment, no trading signal.

From a portfolio perspective the award neither affects cash flows nor signals insider sentiment—it is a compensation grant, not an open-market purchase. The 0.2 % potential dilution is already within typical annual equity burn rates. Consequently, the filing does not change earnings forecasts or risk profile. Still, the sizable personal stake could improve management’s incentive to pursue shareholder-friendly strategies over the next four years.

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

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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).

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^*

Bruce Curtiss James III

(Last) (First) (Middle)

12130 MILLENNIUM DRIVE

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		A		202,880	A	$0	202,880(1)	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. On July 1, 2025, the Compensation Committee of the Issuer's Board of Directors approved a grant to the Reporting Person with a grant date of July 1, 2025 in the number of Restricted Stock Units ("RSUs") in Table I, Box 4 above, pursuant to the Issuer's 2023 Inducement Plan and in accordance with the terms of the Reporting Person's employment agreement effective June 2, 2025. The RSUs are payable in an equivalent number of shares of the Issuer's common stock. 25% of the RSUs vest on May 19, 2026 and an additional 6.25% of the RSUs vesting on each quarterly vesting date thereafter, subject to the Reporting Person's continued employment with the Issuer.

Remarks:

	/s/ Brendan Sheehey, Attorney-in-Fact	07/03/2025
	** 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.
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FAQ

How many shares did HNST grant to its CFO on July 1, 2025?

The Honest Company granted 202,880 restricted stock units to Chief Financial Officer Bruce Curtiss James III.

What is the vesting schedule for the CFO's RSUs at HNST?

25 % vests on May 19 2026; the remaining 75 % vests in equal 6.25 % quarterly installments thereafter.

Does the Form 4 indicate any stock sales by HNST executives?

No. The filing reports only an acquisition of RSUs; there were no sales or derivative exercises.

Will the RSU grant cause dilution for HNST shareholders?

If fully vested and settled in stock, the 202,880 RSUs would add about 0.2 % to shares outstanding—considered minimal.

Why was the RSU grant made under HNST's 2023 Inducement Plan?

The plan allows equity awards to new hires; this grant aligns the newly hired CFO’s incentives with shareholder interests without requiring cash compensation.