Allison Jonathan 4

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.