Root (ROOT) CTO exercises 43,043 PSUs; 31,722 shares withheld for taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Root, Inc. President and CTO Mahtiyar Bonakdarpour exercised performance-based equity awards and had shares withheld for taxes. On April 1, 2026, he exercised 43,043 Performance-Based Restricted Stock Units, receiving the same number of Class A common shares at a stated price of $0.00 per share.
To cover tax obligations, a total of 31,722 Class A shares were withheld at $43.26 per share, which is a non-market, tax-withholding disposition rather than an open-market sale. Following these transactions, he holds 391,717 Class A shares directly.
A separate indirect holding entry shows 149,294 Class A shares held by Drive Capital Overdrive funds, where entities such as DCOF I, DCOF I TE and DCOIF I are described as having voting power. Bonakdarpour disclaims beneficial ownership of those shares except to the extent of his spouse’s pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
43,043 shares exercised/converted
Mixed
6 txns
Insider
Bonakdarpour Mahtiyar
Role
President and CTO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance-Based Restricted Stock Units | 43,043 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 1,642 | $43.26 | $71K |
| Tax Withholding | Class A Common Stock | 10,882 | $43.26 | $471K |
| Exercise | Class A Common Stock | 43,043 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 19,198 | $43.26 | $831K |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Performance-Based Restricted Stock Units — 57,390 shares (Direct);
Class A Common Stock — 359,556 shares (Direct);
Class A Common Stock — 149,294 shares (Indirect, See Footnote)
Footnotes (1)
- These shares of common stock were withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of restricted stock units. 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. 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 14,348 on April 1, 2024; 28,695 on April 1, 2025; 43,043 on April 1, 2026; and 57,390 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
PSUs exercised: 43,043 units
Tax-withheld shares: 31,722 shares
Direct holdings after transactions: 391,717 shares
+5 more
8 metrics
PSUs exercised
43,043 units
Performance-Based Restricted Stock Units exercised on April 1, 2026
Tax-withheld shares
31,722 shares
Class A shares delivered for tax withholding at $43.26 per share
Direct holdings after transactions
391,717 shares
ROOT Class A common stock held directly after April 1, 2026 transactions
Indirect fund holdings
149,294 shares
ROOT Class A shares held by Drive Capital Overdrive funds, with beneficial ownership disclaimed
Tax withholding price
$43.26 per share
Price used for tax-withholding dispositions of Class A shares
PSU 2024 tranche
14,348 units
Vests April 1, 2024 upon achieving $16.76 share price over 45 days
PSU 2025 tranche
28,695 units
Vests April 1, 2025 upon achieving $25.14 share price over 45 days
PSU 2027 tranche
57,390 units
Scheduled to vest April 1, 2027 with $41.90 price condition
Key Terms
Performance-Based Restricted Stock Unit, tax withholding obligations, indirect pecuniary interest, beneficial ownership, +1 more
5 terms
Performance-Based Restricted Stock Unit financial
"Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of ROOT Class A common stock."
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
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."
indirect pecuniary interest financial
"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."
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of any of these shares except to the extent of his spouse's pecuniary interest therein."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
carried interest financial
"may be deemed to have an indirect pecuniary interest in such shares through her carried interest in DCOIF I GP."
Carried interest is a share of the profits earned by investment managers from the investments they oversee, serving as their reward for successful performance. It functions like a bonus that motivates managers to maximize returns for investors, similar to earning a commission based on performance. This income is often taxed at a lower rate than regular income, making it a significant aspect of investment compensation.
FAQ
What insider transactions did ROOT President and CTO Mahtiyar Bonakdarpour report?
Mahtiyar Bonakdarpour reported exercising 43,043 Performance-Based Restricted Stock Units into Class A common stock. In connection with this vesting, 31,722 Class A shares were withheld at $43.26 per share to satisfy tax withholding obligations rather than being sold on the open market.
Were any of Mahtiyar Bonakdarpour’s ROOT transactions open-market sales or purchases?
The filing shows no open-market buys or sells. It reports an option-like exercise of 43,043 performance-based restricted stock units and tax-withholding dispositions totaling 31,722 shares at $43.26 per share, which were delivered to cover tax liabilities rather than sold to outside investors.
What performance conditions apply to the ROOT Performance-Based Restricted Stock Units (PSUs)?
Each PSU converts into one share of ROOT Class A common stock upon vesting. Tranches vest on April 1 of 2024, 2025, 2026 and 2027, and require ROOT’s share price to meet specified levels—$16.76, $25.14, $33.52 and $41.90—over 45 consecutive trading days after those dates.