Carvana updates Root stake to 21.2% of Class A

Rhea-AI Filing Summary

Root, Inc. received an updated ownership report from Carvana-affiliated entities. Carvana Group, LLC, Carvana Co. Sub LLC, and Carvana Co. together report beneficial ownership of 3,708,454 shares of Root Class A common stock on an as-converted, as-exercised basis.

The position reflects 780,727 shares issuable upon conversion of 14,053,096 shares of Preferred Stock and 2,927,727 shares issuable upon exercise of certain warrants. This corresponds to about 21.2% of Root’s outstanding Class A shares and 19.3% of total common stock as of February 18, 2026.

Carvana Group, LLC holds five warrant tranches expiring on September 1, 2027, with exercise prices from $180.00 to $540.00. Tranche 1, for 1,435,820 shares, became exercisable on September 1, 2025, and Tranche 2, for 1,491,907 shares, became exercisable on February 28, 2026, in each case upon achieving defined insurance sales metrics through an integrated platform.

Insights

Equity ownership and governance analyst

Carvana-affiliated entities reaffirm a sizable, structured stake in Root via preferred stock and performance-based warrants.

The disclosure shows Carvana Group, LLC and its upstream owners may be deemed to beneficially own 3,708,454 Root Class A shares on an as-converted, as-exercised basis. This equates to about 21.2% of outstanding Class A and 19.3% of total common stock as of February 18, 2026, indicating a significant strategic position.

The positions are held through 14,053,096 preferred shares and multiple warrant tranches expiring on September 1, 2027, with exercise prices from $180.00 to $540.00. Two tranches, totaling 2,927,727 warrant shares, are now exercisable after Root-related insurance sales metrics were achieved through an integrated platform.

The amendment states no additional material transactions in the prior 60 days and includes customary language that the reporting persons are not conceding beneficial ownership for all legal purposes. Future company filings may further detail any changes in these holdings or warrant milestone achievements.

FAQ

How many Root (ROOT) shares do Carvana entities report beneficially owning?

Carvana-affiliated entities report beneficial ownership of 3,708,454 Root Class A shares on an as-converted, as-exercised basis. This total includes shares from preferred stock conversion and from exercisable warrant tranches held by Carvana Group, LLC.

What percentage of Root’s Class A stock is held by Carvana-related entities?

Carvana-related entities report beneficial ownership of about 21.2% of Root’s outstanding Class A common stock. On a fully diluted, as-converted basis, this position represents approximately 19.3% of Root’s total common stock, including both Class A and Class B shares.

How are Carvana’s Root holdings structured between preferred stock and warrants?

The reported position includes 780,727 Root Class A shares issuable upon conversion of 14,053,096 preferred shares, plus 2,927,727 Class A shares issuable upon exercise of certain warrants. All of these securities are directly held by Carvana Group, LLC under the disclosed structure.

When do Carvana’s Root warrant tranches expire and at what exercise prices?

Carvana Group, LLC holds five Root warrant tranches expiring on September 1, 2027. The warrants carry exercise prices ranging from $180.00 to $540.00 per share, adjusted for Root’s one-for-eighteen reverse stock split completed on August 12, 2022.

Which Root warrant tranches held by Carvana are currently exercisable?

Tranche 1 warrants for 1,435,820 Root Class A shares became exercisable on September 1, 2025. Tranche 2 warrants for 1,491,907 shares became exercisable on February 28, 2026, in each case upon achievement of specified insurance sales metrics through an integrated platform.

Did Carvana report recent transactions in Root stock over the last 60 days?

The amendment states the reporting person has no other material changes to previously reported information and no additional transactions in Root securities within the prior 60 days. The filing focuses on updating ownership details and warrant exercisability conditions.

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Accepted by SEC EDGAR 03/03/2026 - 05:27 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

Root, Inc.

(Name of Issuer)

Class A common stock

(Title of Class of Securities)

Ernest Garcia III
300 E. Rio Salado Pkwy.,
Tempe, AZ, 85281
602-922-9866

Robert M. Hayward, P.C.
Kirkland & Ellis LLP, 333 West Wolf Point Plaza
Chicago, IL, 60654
312-862-2000

Robert E. Goedert, P.C.
Kirkland & Ellis LLP, 333 West Wolf Point Plaza
Chicago, IL, 60654
312-862-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Carvana Group, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,708,454.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,708,454.00

11

Aggregate amount beneficially owned by each reporting person

3,708,454.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The aggregate reported securities consist of 780,727 shares of Class A Common Stock issuable upon conversion of 14,053,096 shares of Preferred Stock of the Issuer and 2,927,727 shares of Class A Common Stock issuable upon exercise of Exercisable Warrants (as defined in Item 5 below) all of which are directly held by Carvana Group, LLC. The percentage of class is based on 13,748,408 shares of Class A Common Stock issued and outstanding as of February 18, 2026, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025, plus the 780,727 shares of Class A Common Stock issuable upon conversion of the Preferred Stock and 2,927,727 shares of Class A Common Stock issuable on exercise of the Exercisable Warrants (the "Warrant Shares"). The amount of securities reported represents 19.3% of the aggregate number of issued and outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock as of February 18, 2026 (inclusive of the shares of Class A Common Stock issuable upon conversion of the Preferred Stock and the Warrant Shares held by Carvana Group, LLC).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Carvana Co. Sub LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,708,454.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,708,454.00

11

Aggregate amount beneficially owned by each reporting person

3,708,454.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The aggregate reported securities consist of 780,727 shares of Class A Common Stock issuable upon conversion of 14,053,096 shares of Preferred Stock of the Issuer and 2,927,727 shares of Class A Common Stock issuable upon exercise of Exercisable Warrants (as defined in Item 5 below) all of which are directly held by Carvana Group, LLC. The percentage of class is based on 13,748,408 shares of Class A Common Stock issued and outstanding as of February 18, 2026, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025, plus the 780,727 shares of Class A Common Stock issuable upon conversion of the Preferred Stock and 2,927,727 shares of Class A Common Stock issuable on exercise of the Exercisable Warrants (the "Warrant Shares"). The amount of securities reported represents 19.3% of the aggregate number of issued and outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock as of February 18, 2026 (inclusive of the shares of Class A Common Stock issuable upon conversion of the Preferred Stock and the Warrant Shares held by Carvana Group, LLC).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Carvana Co.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,708,454.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,708,454.00

11

Aggregate amount beneficially owned by each reporting person

3,708,454.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The aggregate reported securities consist of 780,727 shares of Class A Common Stock issuable upon conversion of 14,053,096 shares of Preferred Stock of the Issuer and 2,927,727 shares of Class A Common Stock issuable upon exercise of Exercisable Warrants (as defined in Item 5 below) all of which are directly held by Carvana Group, LLC. The percentage of class is based on 13,748,408 shares of Class A Common Stock issued and outstanding as of February 18, 2026, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025, plus the 780,727 shares of Class A Common Stock issuable upon conversion of the Preferred Stock and 2,927,727 shares of Class A Common Stock issuable on exercise of the Exercisable Warrants (the "Warrant Shares"). The amount of securities reported represents 19.3% of the aggregate number of issued and outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock as of February 18, 2026 (inclusive of the shares of Class A Common Stock issuable upon conversion of the Preferred Stock and the Warrant Shares held by Carvana Group, LLC).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock
(b)	Name of Issuer: Root, Inc.
(c)	Address of Issuer's Principal Executive Offices: 80 E. Rich St., Suite 500, Columbus, OHIO , 43215.
Item 1 Comment: This Amendment ("Amendment No. 12") amends the Schedule 13D filed with the SEC on October 12, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1, filed with the SEC on August 24, 2022; Amendment No. 2, filed with the SEC on September 6, 2022; Amendment No. 3, filed with the SEC on August 7, 2023; Amendment No. 4, filed with the SEC on September 1, 2023; Amendment No. 5, filed with the SEC on November 15, 2023; Amendment No. 6, filed with the SEC on May 7, 2024; Amendment No. 7, filed with the SEC on August 9, 2024; Amendment No. 8, filed with the SEC on February 28, 2025; Amendment No. 9, filed with the SEC on May 13, 2025; Amendment No. 10, filed with the SEC on August 8, 2025; and Amendment No. 11, filed with the SEC on September 2, 2025 (the Original Schedule 13D, together with all amendments, the "Schedule 13D"), with respect to the Class A Common Stock of the Issuer. Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Capitalized terms used herein and not otherwise defined in this Amendment No. 12 have the meanings set forth in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in Rows 11 and 13 of the cover pages hereto is incorporated herein by reference. The reported securities consist of 780,727 shares of Class A Common Stock issuable upon conversion of 14,053,096 shares of Preferred Stock of the Issuer and 2,927,727 shares of Class A Common Stock issuable upon exercise of Exercisable Warrants (as defined in Item 5 below), all of which are directly held by Carvana Group, LLC. As the sole manager of Carvana Group, LLC, Carvana Co. Sub LLC may be deemed to share beneficial ownership of the reported securities directly held by Carvana Group, LLC, and as the sole member of Carvana Co. Sub LLC, Carvana Co. may be deemed to share beneficial ownership of the reported securities directly held by Carvana Group, LLC. Each holder of Preferred Stock will have the right, at its option, to convert its Preferred Stock, in whole or in part, into a number of fully paid and non-assessable shares of Class A Common Stock determined in accordance with the then-effective Conversion Rate. The "Conversion Rate" is equal to the Liquidation Preference divided by the Conversion Price. The Conversion Price is subject to customary adjustments, including in the event of any stock split, reverse stock split, stock dividend, recapitalization or similar events. Carvana Group, LLC holds five tranches of warrants of the Issuer (the "Warrants"), which expire September 1, 2027, and have exercise prices of $180.00 to $540.00, as adjusted pursuant to the one-for-eighteen reverse stock split effected by the Issuer on August 12, 2022. Tranche 1 of the Warrants, representing the right to purchase 1,435,820 shares of Class A Common Stock at an exercise price of $180.00, became exercisable on September 1, 2025, upon both achievement of certain insurance sales metrics through the integrated automobile insurance solution for Carvana Group, LLC's online car buying platform (the "Integrated Platform") and the expiration of certain short-term warrants held by Carvana Group, LLC (the "Tranche 1 Warrants"). Tranche 2 of the Warrants, representing the right to purchase 1,491,907 shares of Class A Common Stock at an exercise price of $225.00 became exercisable on February 28, 2026, also upon achivement of certain insurance sales metrics through the Integrated Platform (the "Tranche 2 Warrants" and together with the Tranche 1 Warrants, the "Exercisable Warrants"). The remaining three tranches of Warrants are also subject to certain conditions to exercise, including relating to the achievement of additional defined milestones tied to insurance sales through the Integrated Platform. As a result of their beneficial ownership of the Preferred Stock and the Exercisable Warrants, the Reporting Persons may be deemed to beneficially own an aggregate of 3,708,454 shares of Class A Common Stock, which represents approximately 21.2% of the outstanding shares of the Issuer's Class A Common Stock, as calculated pursuant to Rule 13d-3 of the Act, although on a fully-diluted and as-converted basis, such aggregate amount represents approximately 19.3% of the total Common Stock of the Issuer. Such aggregate amount of shares of Class A Common Stock includes 780,727 shares that would be received upon conversion of the Preferred Stock and 2,927,727 shares that would be received upon the exercise of the Exercisable Warrants.
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in Items 7-10 of the cover pages hereto is incorporated by reference herein.
(c)	Item 5(c ) of the Schedule 13D is hereby amended and restated in its entirety as follows: The Reporting Person has no other material changes to the information previously reported or transactions within the prior 60 days to disclose. Neither the filing of this Amendment No. 12 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that such person is the beneficial owner of any of the shares of the Issuer's Common Stock referred to herein for purposes of the Act, or for any other purpose.
(d)	Not applicable.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Carvana Group, LLC

Signature:	/s/ Paul Breaux
Name/Title:	By: Carvana Co. Sub LLC, Its: Sole Manager, By: Carvana Co., Its Sole Member, Paul Breaux, Title: VP, General Counsel, Secretary
Date:	03/03/2026

Carvana Co. Sub LLC

Signature:	/s/ Paul Breaux
Name/Title:	By: Carvana Co., Its Sole Member, Paul Breaux, Title: VP, General Counsel, Secretary
Date:	03/03/2026

Carvana Co.

Signature:	/s/ Paul Breaux
Name/Title:	Paul Breaux, Title: VP, General Counsel, Secretary
Date:	03/03/2026