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

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

Rhea-AI Filing Summary

Insider transaction summary for Honest Company (HNST)

Carla Vernon, listed as the company's Chief Executive Officer and a director, reported on Form 4 that 99,328 shares of Honest Company common stock were sold on 08/20/2025 at a weighted average price of $3.65 per share under a pre-approved sell-to-cover plan to satisfy tax liabilities from the vesting of previously granted restricted stock units (RSUs). After the sale, Ms. Vernon beneficially owns 2,998,993 shares, which includes 2,061,863 RSUs payable in shares. The filing indicates the sale was executed pursuant to an approved plan and the sale prices ranged from $3.63 to $3.65.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: CEO sold a small portion of vested RSUs to cover taxes; substantial remaining holdings remain.

The Form 4 discloses a routine sell-to-cover of 99,328 shares at a weighted average price of $3.65, executed under an approved plan. This operation is consistent with typical executive compensation mechanics where vested RSUs are partially liquidated to meet tax obligations. The report also shows significant remaining exposure: 2,998,993 shares beneficially owned, including 2,061,863 RSUs payable in shares, indicating continued alignment with shareholder value while realizing proceeds to satisfy tax liabilities.

TL;DR: Transaction appears procedurally compliant and pre-planned under company governance.

The sale is explicitly noted as pursuant to an approved sell-to-cover plan and the Form 4 includes the required disclosures including weighted average sale price and range. The filing was signed by an attorney-in-fact, suggesting proper execution. The disclosure that a large portion of the reported beneficial ownership consists of RSUs payable in shares is important for understanding actual voting and economic rights until such RSUs convert to 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
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*
Vernon Carla

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive 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) 99,328 D $3.65(2) 2,998,993(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 2,061,863 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 the HNST Form 4 filed by Carla Vernon report?

It reported the sale of 99,328 shares on 08/20/2025 at a weighted average price of $3.65 per share under a sell-to-cover plan.

Why were shares sold according to the HNST Form 4?

The shares were sold solely to cover tax liabilities arising from the vesting of previously granted restricted stock units (RSUs), per the filing.

How many HNST shares does Carla Vernon beneficially own after the transaction?

After the reported sale she beneficially owns 2,998,993 shares, which includes 2,061,863 RSUs payable in shares.

Was the sale part of a pre-approved trading plan for HNST insider?

Yes, the Form 4 indicates the transaction was made pursuant to an approved sell-to-cover plan intended to satisfy the affirmative defense conditions of Rule 10b5-1.

What price range were the sold HNST shares transacted at?

The filing states the shares were sold at prices ranging from $3.63 to $3.65, with a weighted average of $3.65.
Honest Company, Inc.

NASDAQ:HNST

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