Root (NASDAQ: ROOT) CTO reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

Root, Inc. reported that President and CTO Mahtiyar Bonakdarpour received performance-based restricted share units (PSUs) under the 2020 Equity Incentive Plan and had shares withheld to cover taxes upon vesting. On February 18, 2026, he acquired 101,958 and 5,877 Class A shares as PSU grants at $0.00 per share. One-quarter of these PSUs vested after the Compensation Committee certified performance, with the remainder vesting annually on January 1, 2027, January 1, 2028, and January 1, 2029. On February 19, 2026, the company withheld 9,569 and 2,622 shares at $61.59 per share to satisfy tax obligations tied to PSU vesting. He continues to hold a substantial direct position in Root stock, and additional shares are held indirectly through Drive Capital Overdrive funds, for which he disclaims beneficial ownership beyond his spouse’s pecuniary interest.

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^*

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)
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		101,958(1)	A	$0	367,512	D
Class A Common Stock	02/19/2026		F		9,569(2)	D	$61.59	357,943	D
Class A Common Stock	02/18/2026		A		5,877(3)	A	$0	363,820	D
Class A Common Stock	02/19/2026		F		2,622(2)	D	$61.59	361,198	D
Class A Common Stock								149,294	I	See Footnote(4)

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.

4. 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	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 insider transactions did Root (ROOT) report for Mahtiyar Bonakdarpour?

Root reported PSU grants and related tax share withholding for Mahtiyar Bonakdarpour. He received large performance-based restricted share units, then had 12,191 shares withheld at $61.59 per share to cover tax obligations arising from the vesting of those awards.

How many Root (ROOT) shares were granted to Mahtiyar Bonakdarpour in the latest Form 4?

The Form 4 shows grants of 101,958 and 5,877 Class A shares as performance-based restricted share units. These awards were issued at $0.00 per share under Root’s 2020 Equity Incentive Plan following Compensation Committee approval and certification of performance results.

Why were Root (ROOT) shares disposed of in Mahtiyar Bonakdarpour’s Form 4 filing?

Shares were disposed of solely for tax withholding purposes. Root withheld 9,569 and 2,622 Class A shares at $61.59 per share to satisfy tax obligations triggered when performance-based restricted share units vested, rather than representing open-market sales by the executive.

What is the vesting schedule for Mahtiyar Bonakdarpour’s Root (ROOT) PSUs?

One-quarter of the PSUs vested after the Compensation Committee certified performance. The remaining PSUs vest in equal 25% installments on January 1, 2027, January 1, 2028, and January 1, 2029, subject to the terms of Root’s 2020 Equity Incentive Plan.

How are indirect Root (ROOT) holdings for Mahtiyar Bonakdarpour structured?

Indirect holdings are through Drive Capital Overdrive funds, which collectively hold 149,294 shares. A related general partner entity has voting power, and Bonakdarpour disclaims beneficial ownership except for his spouse’s pecuniary interest arising from her carried interest in that general partner.

Does Mahtiyar Bonakdarpour’s Form 4 indicate open-market buying or selling of Root (ROOT) shares?

The filing does not show open-market buying or selling. It reports stock awards granted at no cost and share dispositions classified as tax-withholding transactions, where Root withheld shares to cover taxes due on the vesting of performance-based restricted share units.