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Roadzen (NASDAQ: RDZN) plans $15M deal for European rental insurance MGA

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Rhea-AI Filing Summary

Roadzen Inc., through its 92%-owned India subsidiary, has signed a definitive agreement to acquire Riverside, a European managing general agent focused on short-term car rental insurance. The deal values Riverside at up to £12 million, with £6 million payable at closing and £6 million as a three-year earn-out tied to performance milestones.

The consideration is primarily cash, though two sellers may elect Roadzen India shares based on a valuation of about $280 million. Riverside writes roughly 800,000 policies a year and is expected to generate about $18–20 million in revenue and $1.6–2 million in EBITDA in its current fiscal year. Management states the transaction is not expected to be directly dilutive to Roadzen’s Nasdaq shareholders and aims to pair Riverside’s short-trip data with Roadzen’s AI underwriting and claims technology.

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Insights

Roadzen pursues a non-dilutive, data-rich MGA acquisition to deepen its rental insurance platform.

Roadzen is acquiring Riverside, a European managing general agent, for up to £12 million (about $15 million), split evenly between upfront cash and a three-year earn-out contingent on performance milestones. This structure ties half of the consideration to future results, aligning payout with Riverside’s ongoing performance.

Riverside is expected to contribute approximately $18–20 million in revenue and $1.6–2 million in EBITDA in its current fiscal year, writing around 800,000 policies annually in short-term car rental insurance. The target operates a capital-light MGA model backed by A-rated capacity, which limits underwriting risk taken directly.

The purchase is executed via Roadzen’s India subsidiary, with sellers able to elect equity based on an implied $280 million valuation for Roadzen India. The company highlights that the transaction is not expected to be directly dilutive to Nasdaq shareholders. Future disclosures after closing, including the acquired company’s name and integration progress, will help clarify the acquisition’s contribution to Roadzen’s broader AI-driven insurance strategy.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Maximum purchase price £12 million Total consideration for Riverside under the Purchase Agreement
Upfront payment £6 million Cash payable at closing of the Riverside transaction
Earn-out component £6 million Three-year earn-out based on performance milestones
Retention amount £600,000 Portion of closing consideration held for indemnification claims
Approximate total consideration $15 million Total consideration described in the press release
Expected annual revenue $18–20 million Riverside’s expected revenue in its current fiscal year
Expected EBITDA $1.6–2 million Riverside’s expected EBITDA in its current fiscal year
Policies written annually 800,000 policies Approximate number of policies written by Riverside each year
managing general agent financial
"Riverside, a managing general agent specializing in short-term car rental insurance across Europe."
A managing general agent is a specialized insurance intermediary that a carrier authorizes to sell and run insurance business on its behalf, including setting prices, issuing policies and handling claims. Think of it as a locally run franchise that operates under the insurer’s brand and rules; investors care because MGAs can boost growth and profit margins by expanding sales and shifting operational costs and risk, which affects an insurer’s revenue, expenses and capital use.
earn-out financial
"the remaining £6 million is payable over a three-year period following the Closing, based on Riverside achieving certain performance milestones."
An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.
combined ratio financial
"with a strong combined ratio."
The combined ratio is a way insurance companies measure how well they are doing by adding up all their costs and claims and comparing them to the money they earn from premiums. If the ratio is below 100%, it means the company is making a profit; if it's above 100%, they are losing money. It helps see if an insurance company is financially healthy or not.
capital-light MGA model financial
"Capital-light MGA model with no underwriting risk taken on directly, backed by durable multi-year A-rated capacity"
embedded API integrations technical
"Writes approximately 800,000 policies a year through embedded API integrations with leading rental car websites and partners"
forward-looking statements regulatory
"This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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FAQ

What business is Roadzen Inc. (RDZN) acquiring in Europe?

Roadzen is acquiring Riverside, a European managing general agent specializing in short-term car rental insurance. Riverside writes about 800,000 policies annually and distributes through embedded API integrations with rental car partners and a direct-to-consumer platform across multiple European markets.

What is the purchase price for Roadzen’s acquisition of Riverside?

Roadzen’s India subsidiary agreed to buy Riverside for up to £12 million. £6 million is payable at closing and £6 million over three years as an earn-out based on Riverside achieving defined performance milestones and post-closing cash, debt and working capital adjustments.

How will the Riverside acquisition affect Roadzen’s Nasdaq shareholders?

The acquisition is being executed by Roadzen’s India subsidiary in exchange for stock or cash. The company states the transaction is not expected to be directly dilutive to Roadzen’s Nasdaq shareholders because consideration may be satisfied at the subsidiary level rather than through issuing new Nasdaq-listed shares.

What are Riverside’s expected financial contributions to Roadzen (RDZN)?

Riverside is expected to generate approximately $18–20 million in revenue and about $1.6–2 million in EBITDA in its current fiscal year. The business has no debt, positive free cash flow, a lean team of around 20 people and a strong combined ratio supported by proprietary technology.

When is Roadzen’s acquisition of Riverside expected to close?

Closing is anticipated in the early fourth quarter of the calendar year, subject to customary closing conditions and regulatory approvals. If any closing conditions remain unfulfilled and are not waived by July 3, 2027, the share purchase agreement will terminate and the transaction will not be completed.

How does Riverside fit Roadzen Inc.’s AI and mobility strategy?

Riverside adds a fully licensed, scaled, European MGA platform focused on short-trip rental insurance. Roadzen plans to apply its AI and computer-vision technology to Riverside’s decade of short-trip pricing data to support real-time underwriting, automated claims, and embedded insurance for global car rental fleets.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 3, 2026

 

 

 

ROADZEN INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

British Virgin Islands   001-41094   98-1600102
(State or Other Jurisdiction
of Incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

111 Anza Blvd

Suite 109

Burlingame, California

  94010
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (347) 745-6448

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 


Title of each class
  Trading
Symbol(s)
 
Name of each exchange on which registered
Ordinary Shares, par value $0.0001 per share   RDZN   The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share   RDZNW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On July 3, 2026, Roadzen Technologies Limited (“Roadzen India”), a subsidiary of Roadzen Inc. (the “Company”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with the shareholders (the “Sellers”) of Riverside International Holdings Ltd (“Riverside”), pursuant to which Roadzen India has agreed to purchase Riverside, a managing general agent specializing in short-term car rental insurance across Europe. Under the Purchase Agreement and subject to the terms and conditions set forth therein, Roadzen India will purchase the entire issued share capital of Riverside from the Sellers for a total purchase price of up to £12 million (Twelve Million Pounds Sterling) (the “Transaction”), of which £6 million is payable at the closing of the Transaction (the “Closing”) and the remaining £6 million is payable over a three-year period following the Closing, based on Riverside achieving certain performance milestones. The purchase price is payable in cash, except that two of the Sellers have the option to elect to receive the portion of the purchase price payable to them at Closing in the form of shares of Roadzen India, at a price per share based on a valuation of Roadzen India of INR 2,500 crore, and is subject to adjustment based on Riverside’s cash, indebtedness and working capital at Closing. The Purchase Agreement has been approved by the Board of Directors of Roadzen.

 

The Purchase Agreement contains customary warranties, covenants and indemnification obligations of the parties, and is subject to closing conditions including, among others more fully described in the Purchase Agreement, the receipt of certain regulatory approvals. Unless fulfilled or otherwise waived by the parties, if any of the closing conditions are not fulfilled by July 3, 2027, the Purchase Agreement shall be terminated and the Transaction shall not be completed. The Purchase Agreement provides that £600,000 of the purchase price payable at Closing will be deposited into a retention account to provide a source of recovery to Roadzen India for claims based on the Sellers’ indemnification obligations or breaches by the Sellers of their representations and warranties, and Roadzen India’s right to recovery for claims is subject to certain limitations and conditions set forth in the Purchase Agreement.

 

The Purchase Agreement governs the contractual rights between the parties in relation to the Transaction. The Purchase Agreement has been filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding the terms of the Agreement and is not intended to provide, modify or supplement any information about Roadzen India, Riverside, or any of their respective subsidiaries or affiliates, or their respective businesses. In particular, the Purchase Agreement is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company, Roadzen India or Riverside. The warranties contained in the Purchase Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under the securities laws. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

 

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.

 

Item 7.01 Regulation FD Disclosure.

 

On July 9, 2026, the Company issued a press release announcing the signing of the Purchase Agreement. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.

 

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description of Exhibit
     
2.1*   Share Purchase Agreement dated July 3, 2026.
99.1   Press Release dated July 9, 2026.
104   Cover page interactive data file (embedded within the Inline XBRL document).

 

* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ROADZEN INC.
       
Date: July 9, 2026 By: /s/ Jean-Noël Gallardo
    Name: Jean-Noël Gallardo
    Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

Roadzen Signs Definitive Agreement to Acquire a Leading European MGA Focused on Short-Term Car Rental Insurance

 

The acquisition is expected to add a scaled, fully regulated European insurance platform powering over 800,000 policies annually, with approximately $18–20 million in revenue and approximately $1.6–2 million in EBITDA

 

The business is being acquired by Roadzen’s India subsidiary in exchange for stock or cash and is not expected to be dilutive to Roadzen’s Nasdaq shareholders

 

Combines over a decade of proprietary short-trip pricing data with Roadzen’s AI to power real-time underwriting and automated, computer-vision-led claims — transformative for the $27 billion car rental insurance segment

 

NEW YORK, July 9, 2026 (GLOBE NEWSWIRE) — Roadzen Inc. (Nasdaq: RDZN), a global leader in AI at the intersection of insurance and mobility, today announced the signing of a definitive agreement to acquire a leading technology-driven managing general agent (“MGA”) specializing in short-term car rental insurance across Europe.

 

The acquisition is being made by Roadzen’s India subsidiary, Roadzen Technologies Limited (“Roadzen India”), which is 92% owned by Roadzen Inc. Under the terms of the purchase agreement, the sellers may elect to receive equity in Roadzen India, based on a valuation of Roadzen India at approximately $280 million, or cash. As a result, the transaction is not expected to be directly dilutive to Roadzen’s Nasdaq shareholders. Total consideration is approximately $15 million — 50% payable at closing and 50% structured as a three-year earn-out contingent on milestones.

 

The business is one of Europe’s leading technology-enabled specialists in the short-term car rental insurance market. It distributes through embedded API integrations with leading rental car partners across multiple European markets, alongside a direct-to-consumer platform. The company writes approximately 800,000 policies annually and is expected to generate approximately $18–20 million in revenue and approximately $1.6–2 million in EBITDA in its current fiscal year, with no debt, positive free cash flow, and a lean team of around 20 people supported by its proprietary technology. It is regulated in the European Union and the United Kingdom, backed by multi-year A-rated underwriting capacity, with a strong combined ratio.

 

The global car rental insurance market is valued at approximately $27 billion and operates as a highly lucrative ancillary revenue stream within the broader global auto insurance market. The segment is growing at approximately a 6.8% CAGR, driven by increasing vehicle utilization, rising insurance penetration in leisure and corporate rentals, and the need to protect rental operators from costly claims amid inflated vehicle repair costs. As rental volumes rise and pricing, claims, and fraud increasingly move to real-time, technology-driven platforms, the market is primed for transformation. This acquisition provides Roadzen with a fully licensed, scaled and profitable MGA platform to accelerate its global expansion and deliver AI-powered insurance across the short-trip mobility market. Roadzen already works with several large car rental fleet operators and can now offer this product directly to them.

 

 

 

 

Rohan Malhotra, Founder and CEO of Roadzen commented, “This business embeds directly into the rental booking flow and issues cover instantly — over 800,000 times a year, fully automated and near-touchless. Today, that pricing is largely static. The opportunity we saw is to bring Roadzen’s AI to it and move to real-time, dynamic pricing at the point of sale. That combination — proven distribution at scale, now powered by our AI — is exactly what we are building at Roadzen, and a central reason we pursued this acquisition. We already work with car rental fleet operators globally and can now offer this product directly to them, and our AI and computer vision already assess the condition of rental vehicles before and after each trip, strengthening claims.”

 

Roadzen is partnering closely with the team to bring its core AI capabilities to bear across the platform. On the underwriting side, Roadzen’s models can enhance real-time risk selection and pricing at the point of sale, drawing on the business’s deep short-trip loss data to price more accurately by market, vehicle, duration, and customer profile — supporting disciplined combined ratios as volumes grow. On the claims side, Roadzen’s computer-vision technology assesses the pre- and post-condition of a rental vehicle from images, enabling faster, more accurate damage adjudication, reducing leakage and fraud, and driving toward a near-touchless claims experience. As the two teams work together, Roadzen’s AI is immediately additive to the business’s already automated, technology-led processes — accelerating settlement, improving accuracy, and expanding margin on the existing book while raising the quality of the underlying data that feeds future pricing.

 

Key Highlights and Synergies

 

Writes approximately 800,000 policies a year through embedded API integrations with leading rental car websites and partners
   
Expected to generate approximately $18–20 million in revenue and approximately $1.6–2 million in EBITDA in its current fiscal year
   
Strong combined ratio and disciplined underwriting performance
   
Capital-light MGA model with no underwriting risk taken on directly, backed by durable multi-year A-rated capacity — closely aligned with Roadzen’s own business model
   
Highly synergistic to Roadzen’s existing global car rental fleet clients, with Roadzen’s AI computer-vision assessment of vehicle pre- and post-condition already additive to underwriting and claims
   
Over a decade of proprietary short-trip underwriting data — millions of policies — a foundational asset for pricing insurance in a future of autonomous mobility

 

“What excites us most is what this means for the future,” added Malhotra. “This business has spent well over a decade learning how to price insurance for short trips — thousands of individual rentals priced every day across markets, vehicles, and durations, now spanning millions of policies. We believe short-term, per-trip insurance pricing is central to the future of mobility: as the world moves toward fleets and, ultimately, autonomous vehicles carrying passengers for short journeys, the ability to underwrite risk by the trip rather than by the year becomes an important capability in insurance, distinct from annual, long-term pricing. We are excited to work with this data and to layer our AI on top of it to build real-time pricing products for short-duration insurance — products we believe will be foundational to how mobility is insured in that future. There are very few places in the world where a dataset and pricing expertise like this exist at this depth. With this incredible team and this data, combined with our technology and global footprint, we can expand the business into new markets. Together with the growth we’re seeing in India and our expansion in the U.S., this marks the next phase of Roadzen’s journey — building the world’s leading company at the intersection of AI, insurance, and mobility.”

 

Once all closing conditions are met and the transaction is completed, Roadzen will disclose the name of the acquired business. Closing is anticipated in the early fourth quarter of the calendar year.

 

 

 

 

About Roadzen Inc.

 

Roadzen Inc. (Nasdaq: RDZN) is a global leader in AI at the convergence of insurance and mobility. Roadzen builds technology that helps insurers, automakers, and fleets better predict and prevent risk, automate claims, and deliver seamless, embedded insurance experiences. Thousands of clients across North America, Europe, and Asia — from the world’s leading insurers, carmakers, and fleets to dealerships and agents — use Roadzen’s technology to build new products, sell insurance, process claims, and improve road safety. Roadzen’s pioneering work in telematics, generative AI, and computer vision has earned recognition from Forbes, Fortune, and Financial Express as one of the world’s top AI innovators. Headquartered in Burlingame, California, Roadzen employs more than 450 people across offices in the U.S., U.K., India and China. Learn more at www.roadzen.ai.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” and “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, statements regarding our ability to consummate the transaction described in this press release when anticipated, or at all, anticipated benefits and synergies of the transaction, including anticipated revenue and EBITDA, our anticipated strategy, valuation, demand for our products, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management, as well as all other statements other than statements of historical fact included in this press release. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in “Risk Factors” in our Securities and Exchange Commission (“SEC”) filings, including the annual report on Form 10-K we filed with the SEC on June 29, 2026. We urge you to consider these factors, risks and uncertainties carefully in evaluating the forward-looking statements contained in this press release. All subsequent written or oral forward-looking statements attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this press release are made only as of the date of this release. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

For more information, please contact:

Investor Contacts: IR@roadzen.ai

Media Contacts: Sanya Soni sanya@roadzen.ai or media@roadzen.ai

 

 

 

Filing Exhibits & Attachments

8 documents