Root (ROOT) CEO Timm reports PSU awards and tax-withheld share disposals

Rhea-AI Filing Summary

Root, Inc. Chief Executive Officer Alexander E. Timm reported equity compensation activity involving Class A Common Stock. On February 18, he acquired 113,659 and 8,736 shares at $0.00 per share through grants and vesting of performance-based restricted share units under the 2020 Equity Incentive Plan.

On February 19, the company withheld 10,508 and 3,962 shares at $61.59 per share to cover tax obligations tied to those vesting PSUs, leaving his direct holdings at 259,337 shares after these transactions.

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^*

Timm Alexander E.

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		113,659(1)	A	$0	265,071	D
Class A Common Stock	02/19/2026		F		10,508(2)	D	$61.59	254,563	D
Class A Common Stock	02/18/2026		A		8,736(3)	A	$0	263,299	D
Class A Common Stock	02/19/2026		F		3,962(2)	D	$61.59	259,337	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 insider transactions did ROOT CEO Alexander Timm report?

Alexander Timm reported equity grant and tax-withholding transactions in Root, Inc. Class A Common Stock. He received performance-based restricted share units and had shares withheld by the company to satisfy related tax obligations following PSU vesting under the 2020 Equity Incentive Plan.

How many ROOT shares did the CEO acquire in the latest Form 4?

Alexander Timm acquired 113,659 and 8,736 ROOT Class A shares at $0.00 per share. These came from grants and vesting of performance-based restricted share units under Root, Inc.’s 2020 Equity Incentive Plan, following certification of performance by the Compensation Committee.

Why were some ROOT shares disposed of in Alexander Timm’s filing?

Root, Inc. withheld 10,508 and 3,962 shares from Alexander Timm to cover tax obligations. These dispositions, at $61.59 per share, were classified as tax-withholding transactions tied to the vesting of performance-based restricted share units rather than open-market sales.

What is Alexander Timm’s ROOT share ownership after these transactions?

After the reported grant, vesting, and tax-withholding transactions, Alexander Timm directly owns 259,337 shares of Root, Inc. Class A Common Stock. This figure reflects the net result of PSU vesting awards and the shares withheld by the company to satisfy related tax liabilities.

What equity plan governs the ROOT CEO’s reported PSU awards?

The reported performance-based restricted share units for Alexander Timm were granted under Root, Inc.’s 2020 Equity Incentive Plan. Vesting followed certification of performance by the Compensation Committee, with remaining portions scheduled to vest annually on January 1, 2027, 2028, and 2029.