Binkley Megan 4

What Happened
Megan Binkley, Chief Financial Officer of Root, had performance-based restricted stock units (PSUs) convert to common shares on April 1, 2026. The filing shows 4,777 PSUs converted into 4,777 shares (acquired at $0). To satisfy tax withholding obligations related to the vesting, Root withheld/disposed a total of 10,212 shares in two withholding actions (8,081 shares and 2,131 shares) at $43.26 per share, totaling $349,584 and $92,187 respectively (combined ≈ $441,771). These were net share settlements for taxes rather than open-market sales.

Key Details

• Transaction date: April 1, 2026; Form filed April 3, 2026 (timely filing).
• Conversion: 4,777 PSUs → 4,777 shares (code M, exercise/conversion of derivative) reported at $0 per share.
• Tax withholding: two dispositions for tax payment (code F) — 8,081 shares @ $43.26 ($349,584) and 2,131 shares @ $43.26 ($92,187); total withheld = 10,212 shares (~$441,771).
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Footnotes: F1 = shares withheld by issuer to satisfy tax withholding on RSU vesting; F2 = PSUs are performance-based, vest by tranche and price targets.

Context

• PSUs: Performance-Based Restricted Stock Units vest only if time and price targets are met. Per the filing footnote, the PSU tranches and price hurdles are: 1,592 @ $16.76; 3,184 @ $25.14; 4,777 @ $33.52; 6,369 @ $41.90. The conversion of 4,777 PSUs indicates the applicable tranche met vesting conditions.
• Net settlement: The withholding/disposal entries represent a net-share settlement to cover taxes (common practice), not a market sale intended as a liquidity move. For retail investors, tax-withholding disposals are routine and do not necessarily signal insider sentiment.