Vernon Carla 4/A

What Happened

• Carla Vernon, Chief Executive Officer of Honest Company (HNST), sold 129,041 shares via open-market/private sale on March 5, 2026. The reported weighted-average price was $2.85, for aggregate proceeds of approximately $367,767. The filing is an amended Form 4 (filed May 21, 2026).

Key Details

• Transaction date: 2026-03-05; reported weighted-average price: $2.85 (sales executed at prices ranging $2.85–$2.87).
• Shares sold: 129,041; aggregate proceeds reported: $367,767.
• Reason/footnote: Sale was made pursuant to an approved sell-to-cover plan by the Compensation Committee to cover tax withholding on vested Restricted Stock Units (RSUs) (Footnote F1).
• Footnote F2: Price shown is weighted average; multiple trades occurred at $2.85–$2.87. Reporting person can provide per-trade breakdown if requested.
• Footnote F3: The filing notes 2,819,261 RSUs that are payable in an equivalent number of shares (these RSUs are included in reported holdings).
• Filing status: This is an amended Form 4 submitted on May 21, 2026 covering the March 5 transaction (filed more than two months after the trade).

Context

• This was a sell-to-cover tax-withholding sale following RSU vesting — a common administrative transaction to satisfy tax obligations rather than a straightforward investment sell decision. Such sales are typically viewed as routine; they do not, by themselves, signal the insider’s broader view of the company’s prospects.