Form 4 for HNST Honest Company, Inc.
Accepted 2026-08-24 17:26:44 ET · period of report 2026-08-20 · accession 0001628280-26-058695 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DT | 2026-08-24 17:26 | 2026-08-20 | HNST | Vernon Carla | CEO, Dir | S - Sale | $4.99 | -117.9K | 3.83M | -3% | -$588.3K |
| DT | 2026-08-24 17:26 | 2026-08-20 | HNST | Vernon Carla | CEO, Dir | A - Grant | $0.00 | +362.1K | 4.19M | +9% | $0 |
| DT | 2026-08-24 17:26 | 2026-08-20 | HNST | Vernon Carla | CEO, Dir | A - Grant | $0.00 | +362.1K | 362.1K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2026-08-20 | S | D | 117,893 | $4.99 | 3,828,558 | D | — | — | (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) Includes 2,361,668 RSUs which are payable in an equivalent number of shares of the Issuer's common stock. |
| 2 | Common | Common Stock | 2026-08-20 | A | A | 362,068 | $0.00 | 4,190,626 | D | — | — | (F3) The RSUs shall vest over a three-year period, with 50% of the RSUs vesting on February 19, 2028, and the remainder vesting on August 19, 2029, in each case subject to the reporting person's Continuous Service (as defined in the Issuer's 2021 Equity Incentive Plan) through each such date. The RSUs are payable in an equivalent number of shares of the Issuer's common stock. (F4) Includes 2,723,736 RSUs which are payable in an equivalent number of shares of the Issuer's common stock. |
| 3 | Derivative | Performance Stock Unit | 2026-08-20 | A | A | 362,068 | $0.00 | 362,068 | D | — · — to — | 362,068 Common Stock | (F5) The Performance Stock Units (PSUs) represent a contingent right to receive one share of the Issuer's common stock. (F6) The number of PSUs reported represents the target award (100%); the number of PSUs ultimately earned may range from 0% to 200% of target. (F7) The PSUs are subject to both service-based and stock price-based vesting conditions. The service-based condition will be satisfied as to 25% of the award on each of Aug. 20, 2027, 2028, 2029, and 2030, subject to the reporting person's Continuous Service as CEO through the applicable date. The stock price-based condition will be satisfied, if, during the four-year period beginning Feb. 20, 2027 and ending on Feb. 20, 2031, the average closing price per share of the Issuer's common stock over any 30 consecutive trading days equals or exceeds an applicable stock price hurdle. The number of PSUs eligible to vest will equal 50%, 100%, 150%, or 200% of the target award upon achievement of the applicable stock price hurdle of $6.50, $8.00, $9.50, or $11.00, respectively. Each PSU will vest on the first date on which both the applicable service-based and stock price-based conditions are satisfied. (F8) No vesting occurs with respect to an average closing price over any 30 consecutive trading day that is below $6.50, and PSUs for which the stock price hurdle has not been achieved by the end of the performance period are forfeited. |