Timm Alexander E. 4

What Happened

• Timm Alexander, CEO of Root, received two grants of Performance-Based Restricted Share Units (PSUs) totaling 122,395 PSUs (113,659 and 8,736) on 2026-02-18 (grants reported at $0.00). To satisfy tax withholding on the vesting, 14,470 shares were withheld/disposed on 2026-02-19 at $61.59 per share (10,508 shares for $647,188 and 3,962 shares for $244,020), totaling approximately $891,208. The underlying PSUs vest over time per the plan; the withholding was to meet tax obligations, not an open-market sale for investment reasons.

Key Details

• Transaction dates and prices:
  • 2026-02-18: PSUs granted (113,659 and 8,736) — acquisition reported at $0.00.
  • 2026-02-19: 10,508 shares withheld @ $61.59 = $647,188; 3,962 shares withheld @ $61.59 = $244,020.
• Shares owned after transaction: Not specified in the Form 4 filing.
• Footnotes of note:
  • F1/F3: These are performance-based RSUs (PSUs) under the 2020 Equity Incentive Plan; one-quarter vested upon certification of performance, remainder vest 25% per year on Jan 1 of 2027–2029.
  • F2: The disposed shares were withheld by the company to satisfy tax withholding obligations associated with the PSU vesting.
• Filing timeliness: Form 4 filed 2026-02-20; appears to have been filed promptly following the 2/18–2/19 transactions.

Context

• These transactions reflect equity compensation vesting and routine tax-withholding (a common administrative step), not an open-market sale expressing sentiment. PSUs are awards that convert to shares upon meeting performance/vesting conditions; a portion vested upon certification, triggering tax obligations that the issuer satisfied by withholding shares. The remaining PSUs vest on future scheduled dates if conditions are met.