Vernon Carla 4

4 · Honest Company, Inc. · Filed May 22, 2026

AI-generated summary of this filing

Updated May 22, 2026

Honest Company (HNST) CEO Carla Vernon Sells 119,389 Shares

What Happened

Carla Vernon, CEO of Honest Company (HNST), sold 119,389 shares on 2026-05-20 via open-market transactions for a total of $374,881. The reported weighted-average price was $3.14 per share (individual trades ranged $3.14–$3.19). This was a sale (not a buy) executed to cover taxes on vested restricted stock units (RSUs), a routine corporate action rather than an indicated change in sentiment.

Key Details

Transaction date: 2026-05-20; Form 4 filed 2026-05-22 (timely filing).
Shares sold: 119,389; weighted-average price reported: $3.14; price range: $3.14–$3.19.
Total proceeds: $374,881 (gross).
Footnotes: (F1) Sale was pursuant to an approved sell-to-cover plan to cover tax withholding on vested RSUs. (F2) Price is a weighted average across multiple trades; reporting person can provide per-trade prices on request. (F3) Form notes 2,590,464 RSUs that are payable in an equivalent number of shares.
Filing timeliness: Filed two days after the transaction — within the typical Form 4 window (timely).

Context

This transaction was a tax-withholding "sell-to-cover" tied to RSU vesting (Footnote F1). Such sales are common when equity awards vest and do not necessarily reflect the insider's view of the company’s stock. The RSU disclosure (2,590,464 RSUs) indicates a significant outstanding award exposure for this insider but does not, by itself, imply a buy or sell signal.

Form 4

Period: 2026-05-20

DirectorChief Executive Officer

Transactions

Sale
Common Stock
[F1][F2][F3]
2026-05-20$3.14/sh−119,389$374,881→ 3,946,451 total

Footnotes (3)

[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).
[F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.14 to $3.19, 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 sold at each separate price within the range set forth above.
[F3]Includes 2,590,464 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.

Signature

/s/ Brendan Sheehey, Attorney-in-Fact|2026-05-22

1 file