hnst-20250306


Delaware	001-40378	90-0750205
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12130 Millennium Drive, #500 Los Angeles, CA		90094
(Address of Principal Executive Offices)		(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

HNST

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On March 6, 2025, the Board of Directors of The Honest Company, Inc. (the “Company”) approved and adopted amendments to the Company’s bylaws (as so amended, the “Bylaws”). The amendments include the following principal changes:

Advance Notice – Informational Requirements. The amendments address the amount of time by which a stockholder's proposed nominee must provide information that the Company may reasonably require to determine the proposed nominee's eligibility to serve as a director or on any Board committee or subcommittee, the proposed nominee's independence, or other information that could be material to a stockholder's understanding of the proposed nominee's background, qualifications, experience, or independence. Additionally, the Bylaws revise certain information requested from a proponent or a proposed nominee.

Other Updates. The amendments to the Bylaws also include the following additional updates: (i) revisions to clarify instances when a stockholder is able to nominate a proposed director nominee at a special meeting; (ii) revisions to provide for the replacement of uncertificated shares; and (iii) revisions to clarify when expenses are able to be advanced for directors or executive officers.

The foregoing description of the changes contained in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.


Exhibit Number						Description
3.1						Amended and Restated Bylaws of The Honest Company, Inc., dated March 6, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		The Honest Company, Inc.

Date:	March 12, 2025	By:	/s/ David Loretta
			Name: David Loretta
			Title: Executive Vice President, Chief Financial Officer