Honest Company insider sell-to-cover: 34,402 shares disposed at ~$3.64

Rhea-AI Filing Summary

The filing shows that Katherine Barton, Chief Growth Officer of Honest Company, Inc. (HNST), completed routine sell-to-cover transactions tied to vested Restricted Stock Units. On 08/20/2025 she disposed of 29,433 shares at a weighted average price of $3.65 and on 08/21/2025 she disposed of 4,969 shares at $3.63, reducing her direct beneficial ownership to 897,563 and then to 892,594 shares respectively. The sales were made pursuant to an approved sell-to-cover plan adopted by the Compensation Committee to cover tax liabilities on 560,275 RSUs payable in shares. The filing was executed via attorney-in-fact on 08/21/2025.

Insights

Financial Analyst

TL;DR: Insider sold vested RSU shares under a sell-to-cover plan; transactions are routine and not a material change to ownership.

The reported disposals total 34,402 shares across two days at weighted prices of $3.65 and $3.63. These sales were executed specifically to satisfy tax obligations from RSU vesting and are described as part of an approved compensation committee plan. The filing indicates substantial remaining direct ownership (over 890,000 shares) including 560,275 RSUs payable in shares, which preserves significant alignment with shareholders. There is no indication of open-market opportunistic selling beyond tax withholding.

Corporate Governance Expert

TL;DR: Governance process followed: Compensation Committee-approved sell-to-cover, documented and certified on Form 4.

The disclosure clarifies that the transactions were conducted pursuant to a written plan intended to satisfy Rule 10b5-1 affirmative defense conditions. The form is properly signed by an attorney-in-fact and lists the reporting persons title. The filing contains the nature of the transactions and RSU details required under Section 16 reporting, indicating compliance with insider trading and reporting protocols. No governance issues are apparent from the content provided.

Insider Trade Summary

Net Seller: 34,402 shares

Net Sell 2 txns

Insider Barton Katherine

Role Chief Growth Officer

Sold 34,402 shs ($125K)

Type	Security	Shares	Price	Value
Sale	Common Stock	4,969	$3.63	$18K
Sale	Common Stock	29,433	$3.65	$107K

Holdings After Transaction: Common Stock — 892,594 shares (Direct)

Footnotes (3)

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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.63 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. F3. Includes 560,275 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 08/21/2025 - 09:31 PM Learn about SEC filing dates

FAQ

What transactions did Katherine Barton (HNST) report on Form 4?

She reported disposals of 29,433 shares on 08/20/2025 at a weighted average price of $3.65 and 4,969 shares on 08/21/2025 at $3.63.

Why were the shares sold according to the filing?

The shares were sold pursuant to an approved sell-to-cover plan to cover tax liabilities arising from the vesting of previously granted RSUs.

How many RSUs does the filing say are payable in shares?

The filing includes 560,275 RSUs which are payable in an equivalent number of shares of common stock.

How many shares did Katherine Barton beneficially own after the reported transactions?

The reporting shows ownership of 897,563 shares after the 08/20/2025 transaction and 892,594 shares after the 08/21/2025 transaction.

Was the sale executed under a trading plan or special instruction?

Yes. The box indicating the transaction was made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c) affirmative defense conditions is checked.

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^*

Barton Katherine

(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)
	Chief Growth Officer

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)		29,433	D	$3.65(2)	897,563(3)	D
Common Stock	08/21/2025		S		4,969	D	$3.63	892,594(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 $3.63 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 560,275 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.