Root, Inc.|4Feb 20, 4:09 PM ET

Bonakdarpour Mahtiyar 4

4 · Root, Inc. · Filed Feb 20, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

Root (ROOT) President Mahtiyar Bonakdarpour Receives PSUs; Shares Withheld

What Happened

Mahtiyar Bonakdarpour, President and CTO of Root, received performance-based restricted share units (PSUs) on Feb 18, 2026 totaling 107,835 PSUs (101,958 + 5,877) granted at $0.00.
To satisfy tax withholding when the PSUs vested, the company withheld 12,191 common shares on Feb 19, 2026 (9,569 shares and 2,622 shares) at $61.59 per share, generating proceeds of $589,355 and $161,489 respectively (total $750,844).
These are awards and withholding for tax obligations (routine settlement), not open-market sales or purchases.

Key Details

Transaction dates and prices:
- 2026-02-18: Award of 101,958 PSUs and 5,877 PSUs (grant, $0.00 per share).
- 2026-02-19: 9,569 shares withheld @ $61.59 = $589,355 (tax withholding).
- 2026-02-19: 2,622 shares withheld @ $61.59 = $161,489 (tax withholding).
Shares withheld (disposed) total: 12,191 shares; total withholding value: $750,844.
Shares owned after transaction: Not specified in the provided filing excerpt.
Notable footnotes:
- F1/F3 — These are performance-based RSUs under the 2020 Equity Incentive Plan; one-quarter vested upon Compensation Committee certification and the remainder vest 25% per year on Jan 1 of 2027, 2028 and 2029.
- F2 — The withheld shares were retained by the issuer to satisfy tax withholding obligations.
- F4 — Separately, the filing discloses certain shares held by funds associated with the reporting person’s spouse; the reporting person disclaims beneficial ownership other than any indirect pecuniary interest.
Timeliness: Filing dated 2026-02-20 for transactions on 2026-02-18 and 2026-02-19 appears timely (Form 4 must be filed within two business days).

Context

PSUs are a deferred equity award: they represent a right to receive shares if performance/vesting conditions are met. Withholding shares to cover taxes is a common administrative step (a cashless-type settlement) and should not be read as a discretionary sale for investment purposes.
The awards increase potential future ownership as remaining PSUs vest; the withheld shares simply cover the tax bill associated with the vested portion.

Form 4

Period: 2026-02-18

President and CTO

Transactions

Award
Class A Common Stock
[F1]
2026-02-18+101,958→ 367,512 total
Tax Payment
Class A Common Stock
[F2]
2026-02-19$61.59/sh−9,569$589,355→ 357,943 total
Award
Class A Common Stock
[F3]
2026-02-18+5,877→ 363,820 total
Tax Payment
Class A Common Stock
[F2]
2026-02-19$61.59/sh−2,622$161,489→ 361,198 total

Holdings

Footnotes (4)

[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.
[F4]These shares are held by Drive Capital Overdrive Fund I, L.P. ("DCOF I") (99,687), Drive Capital Overdrive Fund I (TE), L.P. ("DCOF I TE") (48,201), and Drive Capital Overdrive Ignition Fund I, L.P. ("DCOIF I") (1,406). Drive Capital Overdrive Fund I (GP), LLC ("DCOIF I GP"), the general partner of each of DCOF I, DCOF I TE and DEOIF I, may be deemed to have sole power to vote these shares. The Reporting Person's spouse does not have voting or investment control over these shares but may be deemed to have an indirect pecuniary interest in such shares through her carried interest in DCOIF I GP. The Reporting Person's exact pecuniary interest is not readily determinable because it is subject to several variables. The Reporting Person disclaims beneficial ownership of any of these shares except to the extent of his spouse's pecuniary interest therein.

Signature

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

1 file