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Root (NASDAQ: ROOT) CEO exercises performance RSUs, 47,002 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Root, Inc. Chief Executive Officer Alexander E. Timm exercised performance-based restricted stock units into Class A common shares and had part of the resulting shares withheld to cover taxes. He exercised 62,969 performance-based RSUs, each convertible into one share of Class A common stock.

To satisfy tax withholding obligations tied to the vesting of these units, 47,002 Class A shares were withheld at a price of $43.26 per share in several transactions. After these compensation-related moves, Timm directly holds 275,304 shares of Root Class A common stock and 83,958 performance-based RSUs that remain outstanding, which vest in future tranches if specified stock price conditions are met.

Positive

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Negative

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Insider Timm Alexander E.
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Performance-Based Restricted Stock Units 62,969 $0.00 --
Tax Withholding Class A Common Stock 14,965 $43.26 $647K
Tax Withholding Class A Common Stock 3,480 $43.26 $151K
Exercise Class A Common Stock 62,969 $0.00 --
Tax Withholding Class A Common Stock 28,557 $43.26 $1.24M
Holdings After Transaction: Performance-Based Restricted Stock Units — 83,958 shares (Direct); Class A Common Stock — 244,372 shares (Direct)
Footnotes (1)
  1. These shares of common stock were withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of restricted stock units. 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 20,990 on April 1, 2024; 41,979 on April 1, 2025; 62,969 on April 1, 2026; and 83,958 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.
RSUs exercised 62,969 units Performance-based restricted stock units converted to Class A common stock on April 1, 2026
Shares withheld for taxes 47,002 shares Class A common stock withheld to satisfy tax obligations at $43.26 per share
Tax withholding price $43.26 per share Price applied to Class A shares withheld for tax-liability payments
Shares owned after transactions 275,304 shares Root Class A common stock directly held by Alexander Timm after April 1, 2026
Remaining performance-based RSUs 83,958 units Performance-based restricted stock units outstanding after the April 1, 2026 exercise
Tax-withholding transactions count 3 transactions Number of F-code dispositions for tax withholding on April 1, 2026
Performance-Based Restricted Stock Units financial
"Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of ROOT Class A common stock."
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
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."
contingent right financial
"Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of ROOT Class A common stock."
Class A common stock financial
"Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of ROOT Class A common stock."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
vesting financial
"The PSUs vest in tranches of 20,990 on April 1, 2024; 41,979 on April 1, 2025; 62,969 on April 1, 2026; and 83,958 on April 1, 2027 and upon ROOT Class A common stock achieving a specified price per share."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Timm Alexander E.
(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/01/2026F14,965(1)D$43.26244,372D
Class A Common Stock04/01/2026F3,480(1)D$43.26240,892D
Class A Common Stock04/01/2026M62,969A$0303,861D
Class A Common Stock04/01/2026F28,557(1)D$43.26275,304D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-Based Restricted Stock Units(2)04/01/2026M62,969 (2)04/01/2028Class A Common Stock62,969$083,958D
Explanation of Responses:
1. These shares of common stock were withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of restricted stock units.
2. 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 20,990 on April 1, 2024; 41,979 on April 1, 2025; 62,969 on April 1, 2026; and 83,958 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.
Remarks:
/s/ Jodi Baker, Attorney-in-fact04/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did ROOT CEO Alexander E. Timm do in this Form 4 filing?

Alexander E. Timm exercised 62,969 performance-based restricted stock units into Class A common shares. A portion of the resulting shares was then withheld to cover tax obligations associated with the vesting of those awards, reflecting a compensation-related event rather than an open-market trade.

How many ROOT shares were withheld for taxes in Alexander Timm’s transactions?

A total of 47,002 Class A common shares were withheld for tax obligations. These tax-withholding dispositions occurred at a price of $43.26 per share in several transactions and were used to satisfy tax liabilities linked to the vesting of restricted stock units.

How many ROOT shares does Alexander Timm own after these transactions?

Following the April 1, 2026 transactions, Alexander Timm directly holds 275,304 shares of Root Class A common stock. This figure reflects his position after exercising performance-based restricted stock units and having shares withheld to satisfy related tax obligations on the vested awards.

What are performance-based restricted stock units in ROOT’s CEO compensation?

Root’s performance-based restricted stock units give a contingent right to receive Class A shares. Each unit converts into one share if time-based vesting dates are met and Root’s Class A stock achieves specified price levels over 45 consecutive trading days after those vesting dates.

What vesting schedule applies to Alexander Timm’s performance-based RSUs at ROOT?

The performance-based RSUs vest in tranches of 20,990, 41,979, 62,969, and 83,958 units on April 1 of 2024, 2025, 2026, and 2027. Vesting also requires Root Class A stock to reach specified share price levels over 45 consecutive trading days after those dates.

What stock price targets are tied to ROOT’s performance-based RSU tranches?

The tranches are linked to specific Class A share price levels: $16.76, $25.14, $33.52, and $41.90. For each tranche to vest, Root Class A common stock must reach the applicable price for 45 consecutive trading days after the relevant scheduled vesting date.