Mahtiyar Bonakdarpour - Apr 1, 2025 Form 4 Insider Report for Root, Inc. (ROOT)

Role
President and CTO
Signature
/s/ Jodi Baker, Attorney-in-fact
Stock symbol
ROOT
Transactions as of
Apr 1, 2025
Transactions value $
-$3,511,446
Form type
4
Date filed
4/3/2025, 06:05 PM
Previous filing
Feb 5, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROOT Class A Common Stock Tax liability -$215K -1.67K -0.58% $128.60 284K Apr 1, 2025 Direct F1
transaction ROOT Class A Common Stock Tax liability -$935K -7.27K -2.56% $128.60 277K Apr 1, 2025 Direct F1
transaction ROOT Class A Common Stock Options Exercise $0 +28.7K +10.37% $0.00 305K Apr 1, 2025 Direct
transaction ROOT Class A Common Stock Tax liability -$1.67M -13K -4.26% $128.60 292K Apr 1, 2025 Direct F1
transaction ROOT Class A Common Stock Sale -$688K -5.52K -1.89% $124.78 287K Apr 2, 2025 Direct F2
holding ROOT Class A Common Stock 168K Apr 1, 2025 See Footnote F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ROOT Performance-Based Restricted Stock Units Options Exercise $0 -28.7K -22.22% $0.00 100K Apr 1, 2025 Class A Common Stock 28.7K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 These shares of common stock were withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of restricted stock units.
F2 The shares were sold pursuant to a 10b5-1 trading plan.
F3 These shares are held by Drive Capital Overdrive Fund I, L.P. ("DCOF I") (112,469), Drive Capital Overdrive Fund I (TE), L.P. ("DCOF I TE") (54,382), and Drive Capital Overdrive Ignition Fund I, L.P. ("DCOIF I") (1,593). 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.
F4 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 average closing price per share over 45 consecutive trading days on or after such dates. Per share price achievement levels for the four tranches are: $16.76; $25.14; $33.52; and $41.90.