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Root, Inc. Form 4: Minor share withholding by President & CTO, no market sale

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Root, Inc. (ROOT) – Form 4 insider filing, dated 07/02/2025

President & CTO Mahtiyar Bonakdarpour reported a Code “F” transaction on 07/01/2025, indicating the issuer withheld shares to cover taxes due upon vesting of restricted stock units (RSUs).

  • Shares withheld (disposed): 1,669 Class A common shares at a reference price of $125.28.
  • Direct ownership after transaction: 279,976 Class A shares.
  • Indirect ownership: 149,294 shares held through three Drive Capital Overdrive funds; voting power resides with the funds’ general partner. Bonakdarpour disclaims beneficial ownership except for his spouse’s carried-interest percentage.

No derivative securities were reported. The filing reflects routine tax-withholding activity rather than an open-market sale, and the executive retains a sizeable equity position.

Positive

  • Executive retains a large direct stake (279,976 shares), signaling continued alignment with shareholder interests.
  • No open-market sale involved; shares were withheld solely for tax purposes, limiting potential market impact.

Negative

  • Minor dilution of insider holdings as 1,669 shares were removed from the executive’s direct ownership.
  • Complex indirect ownership structure through multiple Drive Capital funds may obscure actual economic exposure.

Insights

TL;DR: Small, tax-related share withholding; neutral impact.

The 1,669-share disposition (≈0.4 % of combined direct/indirect holdings) was executed under Transaction Code F, meaning shares were surrendered to satisfy RSU tax obligations, not sold into the market. Post-event, Bonakdarpour still controls nearly 430 k shares, underscoring continued alignment with shareholders. Because there was no open-market selling and the amount is immaterial relative to float, the filing is operationally and valuation-wise neutral.

Insider Bonakdarpour Mahtiyar
Role President and CTO
Type Security Shares Price Value
Tax Withholding Class A Common Stock 1,669 $125.28 $209K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 279,976 shares (Direct); Class A Common Stock — 149,294 shares (Indirect, See Footnote)
Footnotes (1)
  1. These shares of common stock were withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of restricted stock units. 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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Bonakdarpour Mahtiyar
(Last) (First) (Middle)
C/O ROOT, INC.
80 E. RICH STREET, SUITE 500
(Street)
COLUMBUS OH 43215
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Root, Inc. [ ROOT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and CTO
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 07/01/2025 F 1,669(1) D $125.28 279,976 D
Class A Common Stock 149,294 I See Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These shares of common stock were withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of restricted stock units.
2. 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.
Remarks:
/s/ Jodi Baker, Attorney-in-fact 07/02/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What type of transaction did ROOT's President & CTO report?

A Code “F” transaction where 1,669 shares were withheld to cover taxes on vested RSUs.

How many ROOT shares does Mahtiyar Bonakdarpour now own directly?

279,976 Class A shares after the reported transaction.

Does the filing indicate an open-market sale of ROOT stock?

No. Shares were withheld by the issuer; there was no open-market selling by the executive.

What is the size of Bonakdarpour’s indirect ROOT holdings?

He reports 149,294 shares held via three Drive Capital Overdrive funds.

Is the Form 4 transaction material to ROOT investors?

Given the small size and tax-withholding nature, the event is generally viewed as not materially impactful.