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Root, Inc.·4

Apr 3, 9:22 AM ET

Bonakdarpour Mahtiyar 4

4 · Root, Inc. · Filed Apr 3, 2026

Research Summary

AI-generated summary of this filing

Updated

Root (ROOT) President/CTO Mahtiyar Bonakdarpour Exercises PSUs

What Happened

  • Mahtiyar Bonakdarpour, President and CTO of Root, exercised/converted 43,043 performance-based restricted stock units (PSUs) on April 1, 2026. The PSUs converted to 43,043 shares of ROOT Class A common stock (exercise price shown as $0 for PSUs).
  • To satisfy tax withholding obligations, the issuer withheld a total of 31,722 shares at $43.26 per share in three withholding transactions: 1,642 shares ($71,033), 10,882 shares ($470,755), and 19,198 shares ($830,505). The total value of shares withheld was $1,372,293.
  • Net shares retained by Bonakdarpour from this vesting event are 43,043 − 31,722 = 11,321 shares (calculated from filing). These transactions are routine tax-withholding actions tied to PSU vesting rather than open-market sales.

Key Details

  • Transaction date: April 1, 2026; Form 4 filed April 3, 2026 (no late-filing flag).
  • PSU conversion: 43,043 shares acquired (PSU conversion/exercise, code M).
  • Withholdings (code F) to cover taxes: 1,642 @ $43.26 = $71,033; 10,882 @ $43.26 = $470,755; 19,198 @ $43.26 = $830,505. Total withheld = 31,722 shares ($1,372,293).
  • Shares owned after transaction: not explicitly reported in the provided extract; net shares received from this vesting event = ~11,321 (43,043 − 31,722).
  • Footnotes: F1 = shares withheld to satisfy tax withholding on vested RSUs/PSUs. F3 = PSU terms: PSUs vest in tranches on Apr 1 of 2024/2025/2026/2027 with per-share price thresholds ($16.76; $25.14; $33.52; $41.90). F2 discloses certain Drive Capital fund holdings and a possible indirect pecuniary interest of the reporting person’s spouse (disclaimer of beneficial ownership except to extent of spouse’s interest).

Context

  • This was a vesting/conversion of performance-based RSUs (PSUs), not an open-market purchase or sale. The company withheld shares to cover the tax bill (a common, routine "cashless" or net-share withholding method).
  • PSUs are contingent awards that vest by time and/or company stock-price performance; the applicable tranche here (43,043) relates to the 2026 vesting/price condition per the filing.
  • Withholding of shares does not necessarily signal a personal decision to sell; it is a standard tax-related transaction.

Insider Transaction Report

Form 4
Period: 2026-04-01
Root, Inc.ROOT
Bonakdarpour Mahtiyar
President and CTO
Transactions
  • Tax Payment

    Class A Common Stock

    [F1]
    2026-04-01$43.26/sh−1,642$71,033→ 359,556 total
  • Tax Payment

    Class A Common Stock

    [F1]
    2026-04-01$43.26/sh−10,882$470,755→ 348,674 total
  • Exercise/Conversion

    Class A Common Stock

    2026-04-01+43,043→ 391,717 total
  • Tax Payment

    Class A Common Stock

    [F1]
    2026-04-01$43.26/sh−19,198$830,505→ 372,519 total
  • Exercise/Conversion

    Performance-Based Restricted Stock Units

    [F3]
    2026-04-01−43,043→ 57,390 total
    Exp: 2028-04-01→ Class A Common Stock (43,043 underlying)
Holdings

  • Class A Common Stock

    [F2]
    (indirect: See Footnote)
    149,294
Footnotes (3)
  • [F1]These shares of common stock were withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of restricted stock units.
  • [F2]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.
  • [F3]Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of ROOT Class A common stock. The PSUs vest in tranches of 14,348 on April 1, 2024; 28,695 on April 1, 2025; 43,043 on April 1, 2026; and 57,390 on April 1, 2027 and upon ROOT Class A common stock achieving a specified price per share over 45 consecutive trading days after such dates. Per share price achievement levels for the four tranches are: $16.76; $25.14; $33.52; and $41.90.
Signature
/s/ Jodi Baker, Attorney-in-fact|2026-04-03

Documents

1 file
  • 4
    wk-form4_1775222552.xmlPrimary

    FORM 4