Root (ROOT) director Nancy Kramer receives 2,864-share equity award, boosts holdings

Rhea-AI Filing Summary

KRAMER NANCY J reported acquisition or exercise transactions in this Form 4 filing.

Root, Inc. director Nancy J. Kramer reported an equity award of 2,864 shares of Class A Common Stock in the form of restricted stock units granted at no cash cost. The award was made under Root’s Non-Employee Director Compensation Policy, indicating it is part of standard board compensation.

Following the award, Kramer directly holds 20,480 shares of Class A Common Stock. A separate line shows 10,317 shares held as an indirect position, reflecting additional ownership reported as a holding entry rather than a new transaction.

Insights

Equity compensation analyst

Routine director equity grant; no open-market buying or selling.

Director Nancy J. Kramer received 2,864 restricted stock units of Root, Inc. Class A Common Stock at a price of $0.0000 per share. The footnote links this grant to the company’s Non-Employee Director Compensation Policy, showing it is standard board compensation rather than a discretionary market trade.

The filing also lists 10,317 shares as indirectly held and 20,480 shares held directly after the award. With no reported open-market purchases or sales, this Form 4 mainly updates Kramer’s equity-based compensation and ownership profile, a neutral event from an informational standpoint.

Insider Trade Summary

Net Buyer: 2,864 shares

Net Buy 2 txns

Insider KRAMER NANCY J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	2,864	$0.00	$0.00
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 20,480 shares (Direct); Class A Common Stock — 10,317 shares (Indirect, See Footnote.)

Footnotes (1)

1. F1. Represents the grant of restricted stock units in accordance with the Issuer's Non-Employee Director Compensation Policy.

Key Figures

Restricted stock unit grant: 2,864 shares Grant price: $0.0000 per share Direct holdings after award: 20,480 shares +1 more

4 metrics

Restricted stock unit grant 2,864 shares Grant of Class A Common Stock units at $0.0000 per share

Grant price $0.0000 per share Price per share for the 2,864-share award

Direct holdings after award 20,480 shares Class A Common Stock directly owned after the transaction

Indirect holdings 10,317 shares Class A Common Stock reported as indirectly owned

Key Terms

restricted stock units, Non-Employee Director Compensation Policy, indirect

3 terms

restricted stock units financial

"Represents the grant of restricted stock units in accordance with the Issuer's Non-Employee Director Compensation Policy."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Non-Employee Director Compensation Policy financial

"Represents the grant of restricted stock units in accordance with the Issuer's Non-Employee Director Compensation Policy."

indirect financial

"total_shares_following_transaction: 10317.0000, direct_or_indirect: I, ownership_type: indirect"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/04/2026 - 06:09 PM Accepted by SEC EDGAR 06/04/2026 - 05:29 PM Learn about SEC filing dates

FAQ

What did Root (ROOT) director Nancy J. Kramer report in this Form 4?

Nancy J. Kramer reported receiving 2,864 restricted stock units of Root Class A Common Stock. The units were granted at no cash cost as part of Root’s Non-Employee Director Compensation Policy, updating her equity-based compensation and ownership position.

How many Root (ROOT) shares does Nancy J. Kramer hold after this transaction?

After the award, Nancy J. Kramer directly holds 20,480 shares of Root Class A Common Stock. The filing also reports 10,317 shares as an indirect holding, giving investors a clearer picture of her total reported ownership stake in the company.

Was the Root (ROOT) Form 4 transaction a stock purchase or sale?

The Form 4 does not show an open-market purchase or sale. It reports an acquisition coded “A,” representing a grant or award of 2,864 restricted stock units at a price of $0.0000 per share under Root’s director compensation program.

What is the significance of the restricted stock unit grant to Root (ROOT) director Kramer?

The restricted stock unit grant reflects routine non-cash compensation for a Root director. It increases Nancy J. Kramer’s equity exposure to Root through 2,864 additional units, aligning her interests with shareholders without involving market buying or selling activity.

What does indirect ownership mean in this Root (ROOT) Form 4 filing?

Indirect ownership refers to shares held through an entity or arrangement rather than in the director’s own name. The filing reports 10,317 Root Class A Common Stock shares as indirectly owned by Nancy J. Kramer, alongside her directly held 20,480-share position.

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^*

KRAMER NANCY J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

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	06/03/2026		A		2,864(1)	A	$0	20,480	D
Class A Common Stock								10,317	I	See Footnote.

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. Represents the grant of restricted stock units in accordance with the Issuer's Non-Employee Director Compensation Policy.

Remarks:

	/s/ Jodi Baker, Attorney-in-fact	06/04/2026
	** 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)