Scott Arnold Dahnke - 01 Jan 2022 Form 4 Insider Report for Honest Company, Inc. (HNST)

Footnote F1

1.Pursuant to the Issuer's Non-Employee Director Compensation Policy, directors may elect to receive an award of restricted stock units (RSUs) in lieu of an annual cash retainer for their service on the board. In accordance with the reporting person's election, the reporting person was issued the RSUs for the fiscal year 2022. The RSUs vest in four installments on March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022 and are payable in an equivalent number of shares of the Issuer's Common Stock.

Footnote F2

2.Scott A. Dahnke has entered into a Nominee and Indemnity Agreement, pursuant to which he has agreed that all equity awards granted to him for his service as director of the Issuer are held, from the date of grant, for the benefit of L Catterton VIII, L.P and L Catterton VIII Offshore, L.P. (together, "L Catterton VIII"). L Catterton VIII, together with Catterton Managing Partner VIII, L.L.C as the general partner of L Catterton VIII, and C8 Management, L.L.C, as the managing member of Catterton Managing Partner VIII, L.L.C. (each of the foregoing, the "Catterton Entities"), may be deemed to have shared beneficial ownership of the equity awards granted to and held by Scott A. Dahnke. Solely for purposes of Section 16 of the Securities and Exchange Act of 1934, the L Catterton Entities and THC Shared Abacus, LP may be deemed directors by deputization with respect to the Issuer.

Footnote F3

The reporting person disclaims beneficial ownership of, and all right title and interest in, the Shares reported as directly held by the reporting person herein, except to the extent of his pecuniary interest in respect of such Shares beneficially owned indirectly by the L Catterton Entities.

Footnote F4

3.Shares are held by THC Shared Abacus, LP. C8 Management, L.L.C. is the general partner of THC Shared Abacus, LP, and the management of C8 Management, L.L.C. is controlled by its managing members. J. Michael Chu and Scott A. Dahnke are the managing members of C8 Management, L.L.C. and as such could be deemed to share voting control and investment power over shares that may be deemed to be beneficially owned by the entities affiliated with Catterton Management Company, L.L.C., but each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The address of the entities and individuals mentioned in this footnote is 599 West Putnam Avenue, Greenwich, CT 06830.