Root, Inc.|4Feb 20, 4:08 PM ET

Allison Jonathan 4

4 · Root, Inc. · Filed Feb 20, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

Root (ROOT) CAO Allison Jonathan Receives PSUs; Shares Withheld

What Happened

Allison Jonathan, Chief Administrative Officer of Root, received two grants of performance-based restricted share units (PSUs) on Feb 18, 2026: 55,116 PSUs and 3,812 PSUs (total 58,928 PSUs) at $0.00 per share (award).
To satisfy tax-withholding obligations related to the vesting, the company withheld 4,167 shares on Feb 19, 2026 at an implicit value of $61.59 per share ($256,646) and 1,332 shares at $61.59 ($82,038), totaling 5,499 shares withheld for approximately $338,684. These disposals were tax withholdings, not open-market sales.

Key Details

Transaction dates and values:
- Feb 18, 2026: Grants of 55,116 and 3,812 PSUs (code A), $0.00 acquisition price.
- Feb 19, 2026: 4,167 and 1,332 shares withheld (code F) at $61.59 per share to cover taxes; totals $256,646 and $82,038 respectively.
Shares held after the transactions: Not disclosed in the provided excerpt of the Form 4.
Footnotes of note:
- F1/F3: These are performance-based RSUs under the 2020 Equity Incentive Plan; one-quarter vested upon certification of performance and the remainder vests 25% per year on Jan 1 of 2027, 2028 and 2029.
- F2: The reported disposals reflect the company withholding shares to satisfy tax withholding on vested PSUs.
Filing timeliness: The Form 4 was filed Feb 20, 2026 for transactions on Feb 18–19, 2026 — no late filing is indicated in the provided data.

Context

These transactions reflect issuance and vesting-related tax withholding of PSUs (a common administrative step), not an open-market sale by the insider. PSUs are performance-linked awards; only a portion vested upon certification, with the remaining portions scheduled to vest annually through 2029.

Form 4

Period: 2026-02-18

Chief Administrative Officer

Transactions

Award
Class A Common Stock
[F1]
2026-02-18+55,116→ 107,266 total
Tax Payment
Class A Common Stock
[F2]
2026-02-19$61.59/sh−4,167$256,646→ 103,099 total
Award
Class A Common Stock
[F3]
2026-02-18+3,812→ 106,911 total
Tax Payment
Class A Common Stock
[F2]
2026-02-19$61.59/sh−1,332$82,038→ 105,579 total

Footnotes (3)

[F1]Reflects Performance-Based Restricted Share Units ("PSUs") granted under the Issuer's 2020 Equity Incentive Plan. One-quarter of the PSUs vested upon the certification of performance by the Compensation Committee and the remainder vest annually (25% per year) on January 1, 2027, January 1, 2028, and January 1, 2029.
[F2]These shares of common stock were withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of PSUs.
[F3]Vesting of PSUs granted under the Issuer's 2020 Equity Incentive Plan upon the certification of performance by the Compensation Committee.

Signature

/s/ Jodi Baker, Attorney-in-fact|2026-02-20

1 file