Binkley Megan 4

What Happened

• Megan Binkley, Chief Financial Officer of Root, received Performance‑Based Restricted Share Units (PSUs) on Feb 18, 2026 totaling 62,038 shares (57,868 + 4,170) at $0 grant price. On Feb 19, 2026 the issuer withheld 5,968 shares (4,373 + 1,595) at $61.59 per share to satisfy tax withholding, resulting in cashless disposition proceeds of $269,333 and $98,236 respectively (total ≈ $367,569). These were awards and withholding actions, not open‑market purchases or voluntary sales.

Key Details

• Transaction dates and prices:
  • 2026-02-18: PSUs granted (62,038 shares; $0.00 per share) under the 2020 Equity Incentive Plan (footnotes F1, F3).
  • 2026-02-19: 4,373 shares withheld (@ $61.59) = $269,333 and 1,595 shares withheld (@ $61.59) = $98,236 to satisfy tax obligations (footnote F2).
• Shares owned after transaction: The filing does not specify total shares beneficially owned after these transactions.
• Notable footnotes: F1/F3 describe these as performance‑based RSUs with one‑quarter vesting upon certification and remaining vesting 25% per year on Jan 1 of 2027–2029; F2 notes withholding of shares for tax obligations.
• Filing timeliness: Report filed 2026-02-20 for transactions on 2026-02-18/19 (no late‑filing indication in provided data).

Context

• These were equity awards (PSUs) that vested upon certification of performance; the company withheld shares to cover required taxes (a routine administrative action). Withheld shares are not the same as an open‑market sale by the insider and generally reflect tax withholding rather than a discretionary sale.