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|4Feb 20, 4:09 PM ET

Bonakdarpour Mahtiyar 4

Research Summary

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Updated

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.