Honest Company Insider Sell-to-Cover: 5,153 Shares Disposed; 290,879 Remain

Rhea-AI Filing Summary

Thomas Sternweis, SVP, Enterprise Development & Strategy at Honest Company, reported a sale of 5,153 shares of common stock on 08/20/2025 under a sell-to-cover arrangement associated with vested Restricted Stock Units (RSUs). The weighted-average price for the shares sold was reported as $3.65 (individual trades ranged from $3.64 to $3.65). After the sale, the reporting person beneficially owned 290,879 shares, which includes 201,700 RSUs payable in common stock. The filing indicates the transaction was executed pursuant to a written plan intended to satisfy Rule 10b5-1 affirmative defense conditions and was reported on Form 4.

Positive

• Transaction executed under a 10b5-1 plan, indicating it was pre-authorized and intended to satisfy affirmative defense conditions
• Sell-to-cover tied to RSU vesting, demonstrating the sale was for tax withholding on compensation rather than discretionary trading
• Reporting person retains substantial ownership (290,879 shares including 201,700 RSUs) after the sale

Negative

• Insider disposition of shares (5,153 shares) reduced direct holdings, which investors may note even though it appears routine

Insights

Financial Analyst

TL;DR: Small, routine sell-to-cover of RSUs; limited direct impact on company valuation.

The disposition of 5,153 shares was executed solely to cover tax liabilities on vested RSUs, as disclosed. The weighted-average sale price of $3.65 is clearly stated and the reporting person retains a substantial holding (290,879 shares including 201,700 RSUs), so this transaction is most consistent with compensation-related liquidity rather than a signal of management selling for other reasons. The plan box checked for 10b5-1 indicates pre-authorized execution, reducing interpretive weight for market-timing concerns.

Corporate Governance Expert

TL;DR: Governance appears compliant; the sell-to-cover was executed under an approved plan and properly reported.

The filing documents compliance with disclosure rules, shows use of an approved sell-to-cover plan by the Compensation Committee, and includes an attorney-in-fact signature. These elements support procedural transparency. The remaining beneficial ownership, including a large RSU component, suggests continued alignment with shareholder interests. No amendment or corrective disclosure is indicated.

Insider Trade Summary

Net Seller: 5,153 shares ($18,808)

Net Sell 1 txn

Insider Sternweis Thomas

Role SVP, Enterprise Dev. & Strat.

Sold 5,153 shs ($19K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,153	$3.65	$19K

Holdings After Transaction: Common Stock — 290,879 shares (Direct)

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 $3.64 to $3.65, 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 purchased at each separate price within the range set forth above. Includes 201,700 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.

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^*

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)
08/20/2025

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	08/20/2025		S(1)		5,153	D	$3.65(2)	290,879(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 $3.64 to $3.65, 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 purchased at each separate price within the range set forth above.

3. Includes 201,700 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.

Remarks:

	/s/ Brendan Sheehey, Attorney-in-Fact	08/21/2025
	** 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.
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 Thomas Sternweis report on Form 4 for HNST?

The filing reports a sale of 5,153 shares on 08/20/2025 at a weighted-average price of $3.65 under a sell-to-cover plan related to vested RSUs.

Was the sale executed under a 10b5-1 plan for HNST insider trades?

Yes. The Form 4 indicates the transaction was made pursuant to a written plan intended to satisfy the Rule 10b5-1 affirmative defense conditions.

How many shares does the reporting person own after the sale?

The filing shows beneficial ownership of 290,879 shares following the reported transaction, which includes 201,700 RSUs payable in common stock.

Why were the shares sold by the reporting person?

The sale was a sell-to-cover transaction to cover the tax liability arising from the vesting of previously granted RSUs, as stated in the filing.

What price range were the shares sold at?

The filing discloses the shares were sold in multiple transactions at prices ranging from $3.64 to $3.65, with a reported weighted-average price of $3.65.