Honest Company General Counsel sells shares under sell-to-cover plan

Rhea-AI Filing Summary

The filing shows that Brendan Sheehey, General Counsel of The Honest Company, sold 12,059 shares of common stock on 08/20/2025 under a pre-approved sell-to-cover plan tied to vested Restricted Stock Units (RSUs). The shares were sold at a weighted average price of $3.65 (sales ranged from $3.63 to $3.65). After the transaction, the reporting person beneficially owned 568,588 shares, which includes 280,615 RSUs payable in common stock.

Insights

Corporate Governance Expert

TL;DR Routine sell-to-cover of vested RSUs by an officer; follows pre-approved plan and raises no immediate governance concerns.

The reported sale was executed under a documented sell-to-cover plan approved by the Compensation Committee, designed solely to satisfy tax obligations on vested RSUs. The disclosure identifies the price range and weighted average, and confirms the remaining beneficial ownership including outstanding RSUs. This is a standard compliance disclosure under Section 16 and does not indicate discretionary insider selling beyond covering taxes.

Securities Analyst

TL;DR Small, administrative sale tied to compensation vesting; immaterial to company capitalization and likely not market-moving.

12,059 shares were disposed at a weighted average price of $3.65, a modest volume relative to the reported beneficial ownership of 568,588 shares. The note that 280,615 RSUs remain payable clarifies part of the officer's compensation exposure to equity. No cash-for-liquidity or opportunistic sale is indicated; transaction appears solely tax-driven.

Insider Trade Summary

Net Seller: 12,059 shares ($44,015)

Net Sell 1 txn

Insider Sheehey Brendan

Role General Counsel

Sold 12,059 shs ($44K)

Type	Security	Shares	Price	Value
Sale	Common Stock	12,059	$3.65	$44K

Holdings After Transaction: Common Stock — 568,588 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 $3.63 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. Includes 280,615 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^*

Sheehey Brendan

(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)
	General Counsel

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)		12,059	D	$3.65(2)	568,588(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 280,615 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 transaction did HNST insider Brendan Sheehey report on Form 4?

The Form 4 reports a sale of 12,059 shares of Honest Company common stock on 08/20/2025 executed under a sell-to-cover plan.

At what price were the HNST shares sold according to the Form 4?

The shares were sold at prices ranging from $3.63 to $3.65, with a weighted average reported of $3.65.

How many HNST shares does the reporting person beneficially own after the transaction?

After the reported sale, the reporting person beneficially owned 568,588 shares, which includes 280,615 RSUs payable in shares.

Why were the HNST shares sold according to the filing?

The filing states the sale was pursuant to an approved sell-to-cover plan to cover tax liabilities arising from the vesting of previously granted RSUs.

Was this Form 4 filing made by one reporting person or jointly?

The filing indicates it was submitted by one reporting person.