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Printmgr File Subject to Completion, dated April 26, 2021 the PRELIMINARY PROSPECTUS 25,807,000 Shares t seek an offer to COMMON STOCK This is an initial public offering of shares of common stock of The Honest Company, Inc. We are offering 6,451,613 shares of our common stock and the selling stockholders identified in this prospectus, including certain of our directors and executive officers, are offering an additional 19,355,387 shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price for our common stock will be between $14.00 and $17.00 per share. We have applied to list our common stock on The Nasdaq Global Select Market under the symbol “HNST.” We are an “emerging growth company” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. Investing in our common stock involves risks. See the section titled “Risk Factors” beginning on page 20 to read about factors you should consider before buying our common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price ................................... $ $ Underwriting discounts and commissions(1) ...................... $ $ Proceeds, before expenses, to The Honest Company, Inc. ........... $ $ Proceeds, before expenses, to the selling stockholders .............. $ $ (1) See the section titled “Underwriting” for additional information regarding compensation payable to the underwriters. At our request, the underwriters have reserved up to 5% of the shares of common stock offered by this prospectus for sale, at the initial public offering price, to certain individuals identified by our directors and officers. See the section titled “Underwriters—Directed Share Program” for additional information. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 3,871,050 shares of common stock from the selling stockholders at the initial public offering price less the underwriting discounts and commissions. Certain funds and accounts managed by subsidiaries of BlackRock, Inc. have indicated an interest in purchasing approximately $80 million in shares of our common stock in this offering at the initial public offering price. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters may determine to sell more, fewer or no shares in this offering to any or all of these investors, or any or all of these investors may determine to purchase more, fewer or no shares in this offering. The underwriters will receive the same underwriting discount on any shares purchased by these investors as they will on any other shares sold to the public in this offering. The underwriters expect to deliver the shares of common stock to purchasers on , 2021. Morgan Stanley J.P. Morgan Jefferies BofA Securities Citigroup William Blair Guggenheim Securities Telsey Advisory Group C.L. King & Associates Loop Capital Markets Penserra Securities LLC Ramirez & Co., Inc. registration statement filed withbuy the these Securities securities and in Exchange any Commission jurisdiction is where effective. the This offer preliminary or sale prospectus is is not not permitted. an offer to sell nor does i The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until Prospectus dated , 2021. HONEST(R) @avawelsingk @lizzymathis @anja_akhile @binkiesandbaubles @michelleinfusino @peaceofusx "Y OU SH OU LDN 'T HAV E TO CHO OSE BETWEEN WH AT WO RKS A ND WH AT'S GO OD FOR YO U. /s/ Jessica Alba Jessica A lba , Founder INSPIRING EV @avielleamor @everydaypursuits @marjanslove @sellinseashells @kayandcrew @isabellarstiles EV ERY ONE TO LO VE LIV IN G @ykn_dyla n @hijabioff thegrid CONSCIOUSLY @l rjleo @wholelottamomish @schannaloves_DK TABLE OF CONTENTS Prospectus Page FOUNDER LETTER .................................................................... iii PROSPECTUS SUMMARY .............................................................. 1 RISK FACTORS ........................................................................ 20 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS .......................... 68 MARKET, INDUSTRY AND OTHER DATA ................................................ 70 USE OF PROCEEDS .................................................................... 71 DIVIDEND POLICY .................................................................... 72 CAPITALIZATION ..................................................................... 73 DILUTION ............................................................................ 75 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................................................................... 78 BUSINESS ............................................................................ 100 MANAGEMENT ....................................................................... 126 EXECUTIVE COMPENSATION .......................................................... 137 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ........................ 154 PRINCIPAL AND SELLING STOCKHOLDERS ............................................. 159 DESCRIPTION OF CAPITAL STOCK ...................................................... 163 SHARES ELIGIBLE FOR FUTURE SALE .................................................. 169 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK ................................................................... 172 UNDERWRITING ...................................................................... 176 LEGAL MATTERS ..................................................................... 189 EXPERTS ............................................................................. 189 WHERE YOU CAN FIND ADDITIONAL INFORMATION .................................... 189 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS .................................... F-1 Through and including , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Neither we, the selling stockholders nor any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, the selling stockholders nor any of the underwriters take responsibility for, or can provide any assurance as to the reliability of, any other information that others may give you. We, the selling stockholders and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only under circumstances and in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations, and prospects may have changed since that date. For investors outside the United States: neither we, the selling stockholders nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States i who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States. “The Honest Co.,” The Honest Company logo, Honest Omni-Analytics, “NO list” and our other registered and common law trade names, trademarks and service marks are the property of The Honest Company, Inc. All other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto. We refer to Jessica Warren, our founder, Chief Creative Officer and current Chair of our board of directors, as Jessica Alba in this prospectus. When we refer to “digitally-native” throughout this prospectus, we mean that we launched our company as a digital platform. ii FOUNDER LETTER I founded The Honest Company because I had to. My personal experiences helped create the foundation on which I built The Honest Company, so I want to share my story with you. I was born into a hardworking Mexican-American family. My parents worked multiple jobs, doing whatever it took to get by. I suffered from chronic illnesses, severe
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