Root, Inc. (ROOT) CFO exercises performance units as shares withheld for tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Root, Inc. Chief Financial Officer Megan Binkley reported equity compensation activity tied to performance-based restricted stock units. On April 1, 2026, 4,777 Performance-Based Restricted Stock Units were exercised into the same number of Class A common shares, reflecting the vesting of a performance tranche.

To cover related tax obligations, a total of 10,212 Class A shares were withheld by Root, Inc. at $43.26 per share, according to the footnotes. These F-code transactions are tax-withholding dispositions rather than open-market sales. After these transactions, Binkley directly owned 113,840 Class A common shares.

The footnotes explain that each PSU represents a contingent right to one Class A share and that vesting occurs in tranches upon both time-based dates and the stock achieving specified price levels of $16.76, $25.14, $33.52, and $41.90 over 45 consecutive trading days.

Insider Trade Summary

4,777 shares exercised/converted

Mixed 4 txns

Insider Binkley Megan

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Performance-Based Restricted Stock Units	4,777	$0.00	--
Tax Withholding	Class A Common Stock	8,081	$43.26	$350K
Exercise	Class A Common Stock	4,777	$0.00	--
Tax Withholding	Class A Common Stock	2,131	$43.26	$92K

Holdings After Transaction: Performance-Based Restricted Stock Units — 6,369 shares (Direct); Class A Common Stock — 111,194 shares (Direct)

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. 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 1,592 on April 1, 2024; 3,184 on April 1, 2025; 4,777 on April 1, 2026; and 6,369 on April 1, 2026 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: 4,777 units Shares withheld for tax: 10,212 shares Tax withholding price: $43.26 per share +2 more

5 metrics

PSUs exercised 4,777 units Performance-Based Restricted Stock Units converted on April 1, 2026

Shares withheld for tax 10,212 shares F-code tax-withholding dispositions on April 1, 2026

Tax withholding price $43.26 per share Price used for 8,081 and 2,131 withheld shares

Post-transaction holdings 113,840 shares Class A common stock directly owned after transactions

PSU price hurdles $16.76, $25.14, $33.52, $41.90 Share price levels required over 45 trading days for vesting

Key Terms

Performance-Based Restricted Stock Units, contingent right, tax withholding obligations, vesting

4 terms

Performance-Based Restricted Stock Units financial

"These shares of common stock were withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of restricted stock units."

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.

contingent right financial

"Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of ROOT Class A common stock."

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."

vesting financial

"The PSUs vest in tranches of 1,592 on April 1, 2024; 3,184 on April 1, 2025; 4,777 on April 1, 2026; and 6,369 on April 1, 2026 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 →

04/03/2026 - 09:20 AM

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^*

Binkley Megan

(Last)

(First)

(Middle)

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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/01/2026		F		8,081⁽¹⁾	D	$43.26	111,194	D
Class A Common Stock	04/01/2026		M		4,777	A	$0	115,971	D
Class A Common Stock	04/01/2026		F		2,131⁽¹⁾	D	$43.26	113,840	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Units	⁽²⁾	04/01/2026		M			4,777	⁽²⁾	04/01/2028	Class A Common Stock	4,777	$0	6,369	D

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 1,592 on April 1, 2024; 3,184 on April 1, 2025; 4,777 on April 1, 2026; and 6,369 on April 1, 2026 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-fact	04/03/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did ROOT CFO Megan Binkley report in this Form 4 filing?

Megan Binkley reported the vesting and exercise of 4,777 performance-based restricted stock units into Class A common shares. Related tax obligations were settled by withholding 10,212 shares, and she held 113,840 Class A shares afterward.

Were any open-market buys or sells by ROOT CFO Megan Binkley disclosed?

No open-market buys or sells were disclosed. The M-code entries reflect PSU exercises into shares, while the F-code entries reflect shares withheld at $43.26 each to satisfy tax obligations on vesting, not discretionary market sales.

How many Root, Inc. shares does the CFO hold after these transactions?

After the reported transactions, Megan Binkley directly holds 113,840 shares of Root, Inc. Class A common stock. This figure reflects the net position following PSU exercises and the withholding of shares to cover associated tax liabilities.

What are the key terms of the performance-based restricted stock units at ROOT?

Each performance-based restricted stock unit represents a contingent right to receive one Class A share. Tranches vest on specific April 1 dates and require Root Class A stock to maintain price levels of $16.76, $25.14, $33.52, and $41.90 over 45 consecutive trading days.

How many ROOT shares were withheld for tax obligations in this filing?

A total of 10,212 Class A shares were withheld to satisfy tax obligations. This includes 8,081 and 2,131 shares, both withheld at a price of $43.26 per share, and classified as F-code tax-withholding dispositions rather than voluntary market sales.

What does transaction code M mean in Megan Binkley’s ROOT Form 4?

Transaction code M indicates the exercise or conversion of a derivative security. In this case, 4,777 performance-based restricted stock units were converted into 4,777 Class A common shares as part of a vesting event tied to performance conditions.