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Roadzen Inc. is calling a 2026 Annual General Meeting on March 31, 2026 in McLean, Virginia for holders of 79,695,672 Ordinary Shares as of March 2, 2026. Shareholders will vote on electing six directors for one-year terms and ratifying ASA & Associates LLP as auditor for the year ending March 31, 2026.
The board recommends voting “FOR” both proposals. The filing details board and committee composition, director independence under Nasdaq rules, executive and director compensation, outstanding RSU grants, beneficial ownership (including Rohan Malhotra’s significant stake through Avacara PTE Ltd.) and related-party transactions, as well as Roadzen’s governance, cybersecurity and clawback policies.
Roadzen Inc. director, officer and more than 10% owner Rohan Malhotra reported an open-market purchase of 19,085 ordinary shares on March 2, 2026 at a weighted average price of $1.37 per share. Following this transaction, he directly owns 849,642 ordinary shares.
The Form 4 also notes additional indirect holdings through entities Avacara Pte Ltd. and RM Securities LLC, where Malhotra may be deemed to have beneficial ownership but disclaims beneficial ownership except to the extent of his pecuniary interest. It further reports restricted stock units that vest on September 17, 2026, conditioned on his continued service.
Roadzen Inc. signed a Second Amendment to its Securities Purchase Agreement and junior convertible notes with an institutional investor. This amendment changes the first two installment payment dates on the November 2025 junior convertible notes to April 21, 2026 and May 21, 2026.
The amendment also updates the purchase agreement to give the investor a right to participate in certain financings the company may complete before June 20, 2026, subject to conditions and limits. Full legal terms are contained in the Second Amendment, which is included as an exhibit.
Roadzen Inc. director Steven J. Carlson reported changes in how he holds company ordinary shares. On February 2, 2026, he received 463,085 ordinary shares at a price of $0.0000 per share through a pro rata distribution from Magellan Global, and now holds these shares directly. The filing also reports 892,857 ordinary shares held indirectly by Marco Polo Securities, Inc., where Mr. Carlson is chief executive officer. He may be deemed to have beneficial ownership of those indirectly held shares but disclaims beneficial ownership except to the extent of his pecuniary interest.
Roadzen Inc. reported its strongest quarter in two years, with third-quarter revenue rising 18.8% year-over-year and 4.9% sequentially to $14.4 million. For the first nine months, revenue grew 18.3% to $38.9 million.
Q3 operating loss narrowed to $2.4 million from $3.2 million, while net loss widened to $9.1 million due mainly to higher interest and fair value losses. Adjusted EBITDA loss improved 67.1% year-over-year to $0.59 million, and for the nine-month period improved to a $3.1 million loss from $45.9 million, reflecting much lower non-cash costs.
As of December 31, 2025, total assets were $44.9 million against total liabilities of $69.0 million, leaving shareholders’ deficit at $26.6 million. Roadzen extended its $11.5 million senior secured facility with Mizuho to June 30, 2027 and completed two strategic deals: majority control of EliteCover, giving regulated access to the approximately $80 billion U.S. commercial auto market, and acquisition of VehicleCare in India. The VehicleCare transaction values Roadzen’s India subsidiary at about $280 million, implying roughly $3.50 per Roadzen share, with Roadzen expecting to retain around 91% ownership and to add about $10 million of high-margin revenue over the next twelve months.
Roadzen Inc. reported higher revenue but continued losses and liquidity pressure for the quarter and nine months ended December 31, 2025. Quarterly revenue rose to $14.4 million from $12.1 million, and nine‑month revenue reached $38.9 million versus $32.9 million a year earlier, reflecting growth in its insurtech services.
The company still posted a quarterly net loss attributable to ordinary shareholders of $9.1 million and a nine‑month net loss of $15.3 million, though this was much lower than the prior year’s $72.7 million loss, which included very large stock‑based compensation.
At December 31, 2025, Roadzen held $5.1 million in cash and cash equivalents and total assets of $44.9 million, against $69.0 million of total liabilities. Shareholders’ deficit widened to $26.6 million, with current liabilities of $63.2 million significantly exceeding current assets.
The company used $16.5 million of cash in operating activities over nine months, partly offset by $16.0 million of net cash from financing, including equity issuances and new borrowings. Management discloses “substantial doubt” about Roadzen’s ability to continue as a going concern but describes an active plan involving additional financings, liability restructurings, and prior equity raises under a shelf registration to improve liquidity.
Roadzen Inc. director Adhikari Saurav received a new stock option grant. On 09/15/2025, he was awarded stock options to purchase 152,732 ordinary shares at an exercise price of $2 per share. The options were acquired at a price of $0 and are exercisable starting 09/15/2025, with an expiration date of 09/15/2032. Following this grant, he beneficially owns 152,732 derivative securities directly.
Roadzen Inc. entered a securities purchase agreement with an institutional investor to issue junior convertible notes with up to an aggregate principal amount of
Roadzen Inc. is offering $5,555,555 aggregate principal amount of junior convertible notes that are convertible into its ordinary shares. The notes are sold at an approximately 10% original issue discount, providing gross proceeds of $5,000,000 and estimated net proceeds of about $4.9 million after expenses.
The notes mature on June 20, 2027, carry 14% annual interest that increases to 18% if an event of default occurs, and require quarterly payments of $925,000 or the then-outstanding principal plus accrued amounts. They are initially convertible at $3.50 per share, subject to anti-dilution adjustments and 4.99%–9.99% beneficial ownership limits, and may be redeemed by the company if specific conditions are met.
Roadzen plans to use the proceeds mainly to repay payables and higher-cost debt, including secured 2022 debentures bearing 19.25%–20% interest, and for general corporate purposes. The company discloses substantial doubt about its ability to continue as a going concern and warns of significant risks, including debt service burdens, potential dilution from future equity, no trading market for the notes, possible PFIC-related tax consequences for U.S. holders, and the possibility that investors may lose all of their investment.