Root (ROOT) CAO logs performance stock awards and tax share offsets

Rhea-AI Filing Summary

Root, Inc. Chief Administrative Officer Jonathan Allison reported equity compensation activity involving performance-based stock units and related tax withholding. On February 18, 2026, he acquired 55,116 and 3,812 shares of Class A common stock as grants under Root’s 2020 Equity Incentive Plan, tied to performance-based restricted share units (PSUs).

According to the footnotes, one-quarter of these PSUs vested upon certification of performance by the Compensation Committee, with the remaining portions vesting annually on January 1, 2027, January 1, 2028, and January 1, 2029. On February 19, 2026, Root withheld 4,167 and 1,332 shares at $61.59 per share to satisfy tax withholding obligations from the PSU vesting, rather than through open-market sales.

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

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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^*

Allison Jonathan

(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)
	Chief Administrative Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		A		55,116(1)	A	$0	107,266	D
Class A Common Stock	02/19/2026		F		4,167(2)	D	$61.59	103,099	D
Class A Common Stock	02/18/2026		A		3,812(3)	A	$0	106,911	D
Class A Common Stock	02/19/2026		F		1,332(2)	D	$61.59	105,579	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

Explanation of Responses:

1. Reflects Performance-Based Restricted Share Units ("PSUs") granted under the Issuer's 2020 Equity Incentive Plan. One-quarter of the PSUs vested upon the certification of performance by the Compensation Committee and the remainder vest annually (25% per year) on January 1, 2027, January 1, 2028, and January 1, 2029.

2. These shares of common stock were withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of PSUs.

3. Vesting of PSUs granted under the Issuer's 2020 Equity Incentive Plan upon the certification of performance by the Compensation Committee.

Remarks:

	/s/ Jodi Baker, Attorney-in-fact	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did ROOT Chief Administrative Officer Jonathan Allison report in this Form 4?

Jonathan Allison reported performance-based stock awards and related tax share withholding. He received 55,116 and 3,812 Class A shares from PSU grants, and 4,167 and 1,332 shares were withheld at $61.59 to cover tax obligations tied to those vestings.

How many performance-based restricted share units did ROOT’s CAO acquire?

He acquired 55,116 and 3,812 shares of Class A common stock from performance-based restricted share unit (PSU) grants. These awards were granted under Root’s 2020 Equity Incentive Plan and are linked to performance certification by the Compensation Committee before vesting begins.

What is the vesting schedule for Jonathan Allison’s ROOT PSUs?

One-quarter of the PSUs vested when the Compensation Committee certified performance. The remaining PSUs vest in three equal annual installments, scheduled for January 1, 2027, January 1, 2028, and January 1, 2029, subject to the terms of Root’s 2020 Equity Incentive Plan.

Why were ROOT shares withheld from Jonathan Allison’s awards?

Shares were withheld to satisfy tax withholding obligations arising from PSU vesting. Specifically, 4,167 and 1,332 shares of Class A common stock were retained by Root at a price of $61.59 per share instead of Jonathan Allison making a separate cash tax payment.

Were Jonathan Allison’s ROOT Form 4 transactions open-market buys or sells?

The transactions were not open-market buys or sells. The acquisitions reflect stock granted as performance-based awards, while the dispositions are coded as F, meaning shares were withheld by Root solely to cover tax liabilities related to the vesting of those PSUs.

Under which plan were Jonathan Allison’s ROOT PSUs granted?

The performance-based restricted share units were granted under Root’s 2020 Equity Incentive Plan. The plan governs PSU awards whose vesting depends on Compensation Committee performance certification, followed by scheduled annual vesting dates stretching into 2027, 2028, and 2029.