STOCK TITAN
  1. Home
  2. Sec-filings
  3. ROOT
  4. [8-K] Root, Inc. Reports Material Event

Root revamps Carvana warrants for 1.5M shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Root, Inc. (ROOT) restructured its equity and commercial arrangements with Carvana Group, LLC. Root cancelled all outstanding long-term warrants previously issued to Carvana and simultaneously issued a new Common Stock Purchase Warrant giving Carvana the opportunity to purchase up to 1,525,560 shares of Class A Common Stock, split into five independently exercisable tranches of 305,112 shares each. Each tranche is subject to defined conditions tied in part to insurance-sales milestones on the integrated automobile insurance solution offered through Carvana’s online platform.

On the same date, Root and Carvana entered into a Second Amendment to their Commercial Agreement to adjust the term, non-renewal notice, the definition of “Company Warrants,” and certain commercial and exclusivity terms. They also executed a Second Amendment to the Investment Agreement and a First Amendment to the Registration Rights Agreement to reflect the warrant restructuring. The new warrant was issued as an unregistered security under Section 4(a)(2) of the Securities Act, with Carvana representing that it is an accredited investor acquiring the warrant for investment purposes.

Positive

  • None.

Negative

  • None.
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 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Maximum shares purchasable under New Warrant 1,525,560 shares of Class A Common Stock If the New Warrant issued to Carvana is fully exercised for cash
Shares per Tranche under New Warrant 305,112 shares per Tranche Five independently exercisable tranches making up the New Warrant
New Warrant date August 31, 2026 Date of the Common Stock Purchase Warrant and related agreements
Original Investment Agreement date August 11, 2021 Date of the original Investment Agreement between Root and Carvana
Original Warrant issuance date October 1, 2021 Date Root issued eight tranches of warrants to Carvana
Warrant Cancellation and Exchange Agreement financial
"entered into the Warrant Cancellation and Exchange Agreement"
Common Stock Purchase Warrant financial
"issued Carvana a new Common Stock Purchase Warrant"
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.
Registration Rights Agreement financial
"First Amendment to the Registration Rights Agreement"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Section 4(a)(2) of the Securities Act regulatory
"exempt from registration under the Securities Act pursuant to Section 4(a)(2)"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
accredited investor regulatory
"Carvana represented to the Company that it is an “accredited investor”"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
Integrated Platform technical
"milestones tied to insurance sales through the Integrated Platform"

FAQ

What warrant restructuring did ROOT announce with Carvana on August 31, 2026?
Root, Inc. and Carvana agreed to cancel all previously outstanding long-term warrants issued in 2021 and replace them with a new Common Stock Purchase Warrant, contingent on specified conditions, including milestones tied to insurance sales through their integrated online automobile insurance platform.

How many ROOT shares can Carvana purchase under the new warrant?
If fully exercised for cash, the new warrant allows Carvana to purchase up to 1,525,560 shares of Root’s Class A Common Stock, divided into five independently exercisable tranches of 305,112 shares each, subject to conditions to exercise.

What conditions apply to Carvana’s new ROOT warrant tranches?
Each of the five warrant tranches is subject to “Conditions to Exercise,” which include, among other requirements, achieving defined milestones tied to insurance sales through the companies’ integrated automobile insurance platform on Carvana’s online car buying site.

What happened to the original ROOT warrants issued to Carvana in 2021?
Root and Carvana agreed that Carvana would surrender, and Root would cancel, all outstanding long-term warrants issued on October 1, 2021. Those cancelled warrants were replaced by the new Common Stock Purchase Warrant described in the Warrant Cancellation and Exchange Agreement.

How were ROOT’s commercial and investment agreements with Carvana changed?
Root and Carvana entered into a Second Amendment to the Commercial Agreement to revise term, non-renewal, warrant definitions, and certain commercial and exclusivity terms, and they amended the Investment Agreement and Registration Rights Agreement to align with the new warrant structure.

Was the new ROOT warrant issued as a registered offering?
No. The new warrant was issued as an unregistered security under Section 4(a)(2) of the Securities Act. Carvana represented it is an accredited investor acquiring the warrant for investment purposes, and appropriate legends will be affixed to the warrant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
0001788882FALSE00017888822026-08-312026-08-31

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): August 31, 2026
__________
ROOT, INC.
(Exact name of Registrant as Specified in Charter)
__________
Delaware
001-39658
84-2717903
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
80 E. Rich Street, Suite 500
Columbus, Ohio
43215
(Address of Principal Executive Offices)
(Zip Code)
(866) 980-9431
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instructions A.2. below):
☐    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
Class A Common Stock, $0.0001 par value
ROOT
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.  ☐


Introductory Note    
On October 1, 2021, Root, Inc. (the “Company”) issued Carvana Group, LLC (“Carvana”) eight tranches of warrants (the “Warrants”) to purchase shares of the Company’s Class A Common Stock (the “Class A Common Stock”) in accordance with the Investment Agreement, dated as of August 11, 2021, by and between the Company and Carvana (the “Investment Agreement”). The Warrants were comprised of three tranches of “short-term warrants,” each of which has expired in accordance with its terms, and five tranches of “long-term warrants.” On August 31, 2026, the Company and Carvana entered into the Warrant Cancellation and Exchange Agreement (the “Warrant Cancellation and Exchange Agreement”), whereby the Company and Carvana agreed on the Warrant Cancellation and the issuance of the New Warrant (each defined and described in more detail below).

On August 31, 2026, the Company and Carvana amended the Commercial Agreement, dated as of October 1, 2021, by and between the Company and Carvana (the “Commercial Agreement”). Pursuant to the Commercial Agreement, the Company and Carvana, among other things, developed an integrated automobile insurance solution for Carvana’s online car buying platform (the “Integrated Platform”). Also on August 31, 2026, the Company and Carvana amended the Investment Agreement and the Registration Rights Agreement, each dated as of August 11, 2021, by and between the Company and Carvana. The foregoing amendments are each described in more detail below.
Item 1.01 Entry into a Material Definitive Agreement.
Warrant Cancellation and Exchange Agreement and the New Warrant
On August 31, 2026, the Company entered into the Warrant Cancellation and Exchange Agreement, whereby the Company and Carvana agreed on the following: (i) Carvana surrendered, and the Company thereby cancelled, all outstanding long-term warrants that were previously issued on October 1, 2021 (the “Warrant Cancellation”) and (ii) simultaneously with the Warrant Cancellation, the Company issued Carvana a new Common Stock Purchase Warrant (the “New Warrant”). The foregoing description of the Warrant Cancellation and Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Warrant Cancellation and Exchange Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
If the New Warrant is fully exercised by Carvana for cash, Carvana will have the opportunity to purchase up to 1,525,560 shares of Class A Common Stock.
The New Warrant consists of five independently exercisable tranches of 305,112 shares each (each, a “Tranche”). Each Tranche is subject to certain Conditions to Exercise (as defined in the New Warrant), including, among others, certain conditions dependent on the achievement of defined milestones tied to insurance sales through the Integrated Platform.

The foregoing summary of the material terms of the New Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the New Warrant, which is attached hereto as Exhibit 4.1.
Second Amendment to the Commercial Agreement
On August 31, 2026, a subsidiary of the Company and Carvana and certain of Carvana’s affiliates entered into the Second Amendment to the Commercial Agreement, by and among the parties thereto (the “Second Amendment to the Commercial Agreement”), amending, among other things, (i) the term and notice of non-renewal provision in the Commercial Agreement, (ii) the definition of “Company Warrants” (as defined therein) to reflect the New Warrant, and (iii) certain commercial terms, including with respect to exclusivity obligations of the parties. The foregoing description of the Second Amendment to the Commercial Agreement does not purport to be complete and is qualified in its entirety by reference to the Second Amendment to the Commercial Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.


Second Amendment to the Investment Agreement
On August 31, 2026, the Company and Carvana entered into the Second Amendment to the Investment Agreement, by and between the Company and Carvana (the “Second Amendment to the Investment Agreement”), amending, among other things, the Investment Agreement for the warrant restructuring contemplated by the Warrant Cancellation and Exchange Agreement. The foregoing description of the Second Amendment to the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the Second Amendment to the Investment Agreement, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
First Amendment to the Registration Rights Agreement
On August 31, 2026, the Company and Carvana entered into the First Amendment to the Registration Rights Agreement, by and between the Company and Carvana (the “First Amendment”), amending, among other things, the Registration Rights Agreement for the warrant restructuring contemplated by the Warrant Cancellation and Exchange Agreement. The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is attached as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02    Unregistered Sales of Equity Securities.
The information contained in Item 1.01 regarding the issuance of the New Warrant is incorporated herein by reference.
The issuance of the New Warrant is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. Carvana represented to the Company that it is an “accredited investor” as defined in Rule 501 of the Securities Act and the New Warrant is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to the New Warrant.
Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits
The following exhibits are being filed with this Form 8-K.
Exhibit No.
Description
4.1
Common Stock Purchase Warrant, dated as of August 31, 2026, by and between Root, Inc. and Carvana Group, LLC
10.1
Warrant Cancellation and Exchange Agreement, dated as of August 31, 2026, by and between Root, Inc. and Carvana Group, LLC
10.2§
Second Amendment to the Commercial Agreement, dated as of August 31, 2026, by and between Root, Inc. and Carvana Group, LLC
10.3
Second Amendment to Investment Agreement, dated as of August 31, 2026, by and between Root, Inc. and Carvana Group, LLC
10.4
First Amendment to the Registration Rights Agreement, dated as of August 31, 2026, by and between Root, Inc. and Carvana Group, LLC
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
§ Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission 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.
ROOT, INC.
Dated: September 1, 2026
By:
/s/ Megan Binkley
Megan Binkley
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents

Agreements & Contracts

Other Documents