Allison Jonathan 4

4 · Root, Inc. · Filed Apr 3, 2026

AI-generated summary of this filing

Updated Apr 3, 2026

Root (ROOT) CAO Jonathan Allison Exercises PSUs, Sells Shares

What Happened

Jonathan Allison, Chief Administrative Officer of Root, Inc. (ROOT), reported the conversion of 6,442 performance-based restricted stock units (PSUs) into common shares on April 1, 2026. She also had a total of 15,067 shares disposed between tax-withheld shares and an open-market sale, generating approximately $647,974 in proceeds.
Specifics: 6,442 shares were reported as acquired via exercise/conversion of derivative awards (PSUs) at $0.00. To satisfy tax withholding associated with vesting, 8,081 shares (valued at $43.26 each, $349,584) and 2,874 shares (valued at $43.26 each, $124,329) were withheld by the issuer. Separately, 4,112 shares were sold in the open market on April 2, 2026 at $42.33 for $174,061.

Key Details

Transaction dates & prices:
- 2026-04-01: 6,442 PSUs converted to shares (M code), $0.00 per share (conversion).
- 2026-04-01: 8,081 shares withheld for taxes at $43.26 ($349,584) (F code).
- 2026-04-01: 2,874 shares withheld for taxes at $43.26 ($124,329) (F code).
- 2026-04-02: 4,112 shares sold in open market at $42.33 ($174,061) (S code).
Total shares disposed: 15,067 shares; total proceeds/withheld value ≈ $647,974.
Shares owned after transaction: Not specified in this Form 4.
Notable footnotes:
- Withheld shares were used to satisfy tax withholding on vesting (F1).
- The 4,112-share sale was made pursuant to a pre-existing 10b5-1 trading plan (F2).
- The PSUs are performance-based awards that vest in specified tranches and depend on stock-price hurdles (F3).
Filing timeliness: This Form 4 is marked as late (transactionTimeliness = 'L').

Context

These filings reflect a routine conversion of performance-based awards and related tax-withholding plus a planned sale under a 10b5-1 plan, not an unsolicited open-market buy by the insider. The conversion of PSUs is an award vesting event; the tax-withheld shares and the 10b5-1 sale resulted in cash proceeds.
For retail investors: award conversions and withholding are common and do not by themselves imply insider sentiment. The 10b5-1 sale indicates the open-market sale was prearranged.

Form 4

Period: 2026-04-01

Chief Administrative Officer

Transactions

Tax Payment
Class A Common Stock
[F1]
2026-04-01$43.26/sh−8,081$349,584→ 73,918 total
Exercise/Conversion
Class A Common Stock
2026-04-01+6,442→ 80,360 total
Tax Payment
Class A Common Stock
[F1]
2026-04-01$43.26/sh−2,874$124,329→ 77,486 total
Sale
Class A Common Stock
[F2]
2026-04-02$42.33/sh−4,112$174,061→ 73,374 total
Exercise/Conversion
Performance-Based Restricted Stock Units
[F3]
2026-04-01−6,442→ 8,589 total
Exp: 2028-04-01→ Class A Common Stock (6,442 underlying)

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]The shares were sold pursuant to a 10b5-1 trading plan.
[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 2,147 on April 1, 2024; 4,295 on April 1, 2025; 6,442 on April 1, 2026; and 8,589 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

1 file