Bonakdarpour Mahtiyar 4

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.