ROOT officer sells shares after PSU vesting

Root, Inc. Chief Administrative Officer Jonathan Allison reported a combination of equity vesting, tax withholding, and a small open-market sale.

Rhea-AI Filing Summary

Root, Inc. Chief Administrative Officer Jonathan Allison reported a combination of equity vesting, tax withholding, and a small open-market sale. He exercised 6,442 Performance-Based Restricted Stock Units into Class A shares and 10,955 shares were withheld to cover tax obligations at $43.26 per share.

Allison then sold 4,112 Class A shares in an open-market transaction at $42.33 per share under a Rule 10b5-1 trading plan. After these transactions, he directly holds 73,374 shares of Class A common stock and 8,589 outstanding performance-based restricted stock units that vest in price- and time-based tranches.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 5 txns

Insider Allison Jonathan

Role Chief Administrative Officer

Sold 4,112 shs ($174K)

Approx. gross sale proceeds $174K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	4,112	$42.33	$174K
Exercise	Performance-Based Restricted Stock Units	6,442	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	8,081	$43.26	$350K
Exercise	Class A Common Stock	6,442	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	2,874	$43.26	$124K

Holdings After Transaction: Performance-Based Restricted Stock Units — 8,589 contracts (Direct); Class A Common Stock — 73,374 shares (Direct)

Footnotes (3)

1. F1. These shares of common stock were withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of restricted stock units.
2. F2. The shares were sold pursuant to a 10b5-1 trading plan.
3. 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.

Key Figures

Open-market sale: 4,112 shares at $42.33 Tax-withheld shares: 10,955 shares at $43.26 PSUs exercised: 6,442 units +4 more

7 metrics

Open-market sale 4,112 shares at $42.33 Class A Common Stock sold in open market

Tax-withheld shares 10,955 shares at $43.26 Shares delivered to satisfy tax obligations

PSUs exercised 6,442 units Performance-Based Restricted Stock Units converted into Class A shares

Shares held after sale 73,374 shares Direct Class A common stock holdings following transactions

Remaining PSUs 8,589 units Outstanding performance-based restricted stock units after vesting

PSU vesting dates 2024, 2025, 2026, 2027 tranches Time-based vesting structure for PSU awards

PSU price hurdles $16.76 to $41.90 ROOT Class A share price levels required for PSU vesting

Key Terms

Performance-Based Restricted Stock Units, tax withholding obligations, Rule 10b5-1 trading plan, contingent right, +1 more

5 terms

Performance-Based Restricted Stock Units financial

"Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of ROOT Class A common stock."

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

tax withholding obligations financial

"These shares of common stock were withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of restricted stock units."

Rule 10b5-1 trading plan regulatory

"The shares were sold pursuant to a 10b5-1 trading plan."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

contingent right financial

"Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of ROOT Class A common stock."

price achievement levels financial

"Per share price achievement levels for the four tranches are: $16.76; $25.14; $33.52; and $41.90."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did ROOT Chief Administrative Officer Jonathan Allison report?

Jonathan Allison reported equity vesting, tax withholding, and a small open-market sale. He exercised 6,442 performance-based units into Class A shares, had 10,955 shares withheld for taxes, and sold 4,112 shares, while retaining significant direct holdings and remaining performance-based units.

How many ROOT shares did Jonathan Allison sell in the open market?

Jonathan Allison sold 4,112 shares of ROOT Class A common stock. The sale was executed at $42.33 per share and was made pursuant to a Rule 10b5-1 trading plan, indicating it was pre-scheduled rather than a discretionary market-timed decision.

What is the size of Jonathan Allison’s remaining ROOT shareholding after these transactions?

After the reported transactions, Jonathan Allison directly holds 73,374 shares of ROOT Class A common stock. This figure reflects his position following equity vesting, tax-withholding share deliveries, and the 4,112-share open-market sale disclosed in the Form 4 filing.

How many performance-based restricted stock units does Jonathan Allison still hold at ROOT?

Jonathan Allison holds 8,589 Performance-Based Restricted Stock Units after the latest vesting. These PSUs vest in scheduled tranches tied to service dates and ROOT Class A stock achieving specified price levels over 45 consecutive trading days, as detailed in the footnote.

Were any of Jonathan Allison’s ROOT share dispositions related to tax withholding?

Yes. A total of 10,955 shares of ROOT Class A common stock were withheld to satisfy tax obligations. These tax-withholding transactions, at $43.26 per share, are characterized as payment of tax liability by delivering shares rather than open-market sales.

What triggers vesting of Jonathan Allison’s performance-based ROOT stock units?

Each Performance-Based Restricted Stock Unit represents a right to receive one ROOT Class A share. Vesting occurs in date-based tranches and also requires ROOT’s share price to reach specified thresholds over 45 consecutive trading days, according to the detailed vesting schedule in the footnote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/03/2026 - 09:18 AM Learn about SEC filing dates

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).

X

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^*

Allison Jonathan

(Last) (First) (Middle)

C/O ROOT, INC.

80 E. RICH STREET, SUITE 500

(Street)

COLUMBUS OHIO 43215

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Chief Administrative Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		F		8,081(1)	D	$43.26	73,918	D
Class A Common Stock	04/01/2026		M		6,442	A	$0	80,360	D
Class A Common Stock	04/01/2026		F		2,874(1)	D	$43.26	77,486	D
Class A Common Stock	04/02/2026		S		4,112(2)	D	$42.33	73,374	D

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
Performance-Based Restricted Stock Units	(3)	04/01/2026		M			6,442	(3)	04/01/2028	Class A Common Stock	6,442	$0	8,589	D

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. The shares were sold pursuant to a 10b5-1 trading plan.

3. 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.

Remarks:

	/s/ Jodi Baker, Attorney-in-fact	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)