Honest Company exec sells 10,841 shares to cover RSU taxes; holds 410,257 shares

Rhea-AI Filing Summary

Stephen Winchell, the Chief Innovation Officer of Honest Company, sold 10,841 shares of common stock on 08/20/2025 under a pre-approved sell-to-cover plan to satisfy tax withholding on vested restricted stock units (RSUs). The weighted-average sale price was $3.65 per share, with transaction prices reported in a range of $3.63 to $3.65. After the sale, the reporting person beneficially owned 410,257 shares, which includes 282,238 RSUs payable in shares.

Insights

Financial Analyst

TL;DR: Routine sell-to-cover of vested RSUs; transaction size is immaterial relative to company capitalization and signals tax-driven liquidation, not strategic divestment.

The reported sale of 10,841 shares at a weighted average of $3.65 was executed pursuant to an approved sell-to-cover plan to satisfy tax obligations on vested RSUs. This is a common administrative transaction that reduces the reporting person's net share count but does not represent a discretionary market exit or new insider selling program. The filing discloses 282,238 RSUs remaining payable in shares, indicating continued incentive alignment with equity compensation.

Corporate Governance Expert

TL;DR: Transaction consistent with standard executive compensation mechanics; no governance red flags in the disclosure.

The Form 4 indicates the sale was authorized under a Compensation Committee-approved plan and was limited to cover tax liabilities on vesting RSUs. The disclosure includes the weighted-average price range and the outstanding RSU count, which supports transparency. There is no indication of opportunistic broad insider selling or deviation from pre-approved procedures based on the submitted information.

Insider Trade Summary

Net Seller: 10,841 shares ($39,570)

Net Sell 1 txn

Insider Winchell Stephen

Role Chief Innovation Officer

Sold 10,841 shs ($40K)

Type	Security	Shares	Price	Value
Sale	Common Stock	10,841	$3.65	$40K

Holdings After Transaction: Common Stock — 410,257 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 282,238 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^*

Winchell Stephen

(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 Innovation 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)		10,841	D	$3.65(2)	410,257(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 282,238 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 shares did Honest Company insider Stephen Winchell sell (HNST)?

The reporting person sold 10,841 shares of Honest Company common stock.

Why were the shares sold by the insider?

The shares were sold under an approved sell-to-cover plan to satisfy tax withholding on vested RSUs.

At what price were the shares sold?

The weighted-average sale price was $3.65 per share, with individual transactions ranging from $3.63 to $3.65.

How many Honest Company shares does the reporting person own after the transaction?

The reporting person beneficially owned 410,257 shares following the reported transaction, including 282,238 RSUs payable in shares.

Was the sale part of a Rule 10b5-1 plan?

The Form 4 indicates the transaction was made pursuant to a plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).