Root, Inc. restructures Carvana 8.7M-share warrants
A significant Root, Inc. shareholder cancelled existing long-term warrants and received a new multi-tranche common stock purchase warrant under a restructuring agreement.
Rhea-AI Filing Summary
Root, Inc. (ROOT) reported that major shareholder Carvana Group, LLC restructured its derivative holdings on August 31, 2026 through a Warrant Cancellation and Exchange Agreement with Root. Five previously issued long-term warrants were cancelled and exchanged for a new common stock purchase warrant, with multiple tranches subject to conditions including defined insurance sale milestones.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 8,697,218 shares
Other
11 txns
Insider
CARVANA GROUP, LLC
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Warrant (Right to Buy) F1, F2 | 1,435,820 | $0.00 | $0.00 |
| Other | Warrant (Right to Buy) F1, F2 | 1,491,907 | $0.00 | $0.00 |
| Other | Warrant (Right to Buy) F1, F2 | 1,503,428 | $0.00 | $0.00 |
| Other | Warrant (Right to Buy) F1, F2 | 1,452,587 | $0.00 | $0.00 |
| Other | Warrant (Right to Buy) F1, F2 | 1,287,916 | $0.00 | $0.00 |
| Other | Warrant (Right to Buy) F1, F2 | 305,112 | $0.00 | $0.00 |
| Other | Warrant (Right to Buy) F1, F2 | 305,112 | $0.00 | $0.00 |
| Other | Warrant (Right to Buy) F1, F2 | 305,112 | $0.00 | $0.00 |
| Other | Warrant (Right to Buy) F1, F2 | 305,112 | $0.00 | $0.00 |
| Other | Warrant (Right to Buy) F1, F2 | 305,112 | $0.00 | $0.00 |
| holding | Series A Convertible Preferred Stock F3, F2 | -- | -- | -- |
Holdings After Transaction:
Warrant (Right to Buy) — 1,525,560 contracts (Direct);
Series A Convertible Preferred Stock — 14,053,096 contracts for 780,727 underlying shares (Direct)
Footnotes (3)
- F1. On August 31, 2026, Carvana Group, LLC and Root, Inc. entered into a Warrant Cancellation and Exchange Agreement (the "Warrant Cancellation Agreement"), pursuant to which the five Long-Term Warrants previously issued to Carvana Group (the "Cancelled Warrants") were cancelled and exchanged for a new Common Stock Purchase Warrant (the "New Warrant"). The tranches of the New Warrant are subject to certain conditions to exercise, including conditions relating to the achievement of defined insurance sale milestones.
- F2. The Warrants and Series A Convertible Preferred Stock are held directly by Carvana Group, LLC. Carvana Co. exercises voting and dispositive power over the Warrants.
- F3. 14,053,096 shares of Series A Convertible Preferred Stock (the "Preferred Stock") is convertible into 780,727 shares of Class A Common Stock. The Preferred Stock has no expiration date.
Key Figures
Restructuring-related warrant shares: 8,697,218 shares
Disposed warrant tranche at $270.00: 1,503,428 warrants
Disposed warrant tranche at $540.00: 1,287,916 warrants
+4 more
7 metrics
Restructuring-related warrant shares
8,697,218 shares
Total underlying shares involved in restructuring transactions coded as entity restructuring
Disposed warrant tranche at $270.00
1,503,428 warrants
Long-term warrant cancelled with $270.00 per-share exercise price, underlying Class A Common Stock
Disposed warrant tranche at $540.00
1,287,916 warrants
Long-term warrant cancelled with $540.00 per-share exercise price, underlying Class A Common Stock
New warrant tranche at $72.44
305,112 warrants
New Common Stock Purchase Warrant tranche, exercisable for Class A Common Stock at $72.44 per share
New warrant tranche at $94.72
305,112 warrants
New Common Stock Purchase Warrant tranche, exercisable for Class A Common Stock at $94.72 per share
Series A Preferred held
14,053,096 shares
Series A Convertible Preferred Stock directly held by Carvana Group, LLC
Class A common underlying preferred
780,727 shares
Class A Common Stock issuable upon conversion of reported Series A Convertible Preferred Stock
Key Terms
Warrant Cancellation and Exchange Agreement, Common Stock Purchase Warrant, Long-Term Warrants, Series A Convertible Preferred Stock, +1 more
5 terms
Warrant Cancellation and Exchange Agreement financial
"entered into a Warrant Cancellation and Exchange Agreement (the "Warrant Cancellation Agreement")"
Common Stock Purchase Warrant financial
"cancelled and exchanged for a new Common Stock Purchase Warrant (the "New 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.
Long-Term Warrants financial
"the five Long-Term Warrants previously issued to Carvana Group (the "Cancelled Warrants")"
Series A Convertible Preferred Stock financial
"14,053,096 shares of Series A Convertible Preferred Stock (the "Preferred Stock")"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
insurance sale milestones financial
"subject to certain conditions to exercise, including conditions relating to the achievement of defined insurance sale milestones"
FAQ
What insider activity did Carvana Group report in ROOT stock on August 31, 2026?
Carvana Group, LLC reported cancelling five previously issued long-term warrants and receiving a new Common Stock Purchase Warrant for Root, Inc. on August 31, 2026 under a Warrant Cancellation and Exchange Agreement with Root.
Is the new Root, Inc. warrant held by Carvana immediately exercisable?
No. The filing states the tranches of the new Common Stock Purchase Warrant are subject to certain conditions to exercise, including achievement of defined insurance sale milestones.
What warrant tranches did Carvana Group dispose of in ROOT according to the Form 4?
Carvana Group reported disposing of long-term warrants covering 1,435,820, 1,491,907, 1,503,428, 1,452,587, and 1,287,916 underlying shares of Class A Common Stock, with exercise prices from $180.00 to $540.00 per share.
What new Root, Inc. warrant tranches did Carvana acquire in this filing?
Carvana Group acquired multiple new warrant tranches, each for 305,112 underlying shares of Class A Common Stock, with stated exercise prices per share of $72.44, $78.01, $83.58, $89.15, and $94.72.
What Series A Convertible Preferred Stock position in ROOT is reported for Carvana Group?
Carvana Group holds 14,053,096 shares of Series A Convertible Preferred Stock, which is convertible into 780,727 shares of Root’s Class A Common Stock. The Preferred Stock has no expiration date.
Were Carvana Group’s ROOT warrant transactions made under a Rule 10b5-1 plan?
No. The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and there is no footnote stating that the reported transactions were made under a Rule 10b5-1 trading plan.
Who has voting and dispositive power over the Carvana-held Root, Inc. securities?
The filing states that the Root, Inc. warrants and Series A Convertible Preferred Stock are held directly by Carvana Group, LLC, and that Carvana Co. exercises voting and dispositive power over the warrants.
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