Schedule 13D/A: Carvana Group Discloses Convertible Preferreds and Warrants in ROOT

Rhea-AI Filing Summary

Amendment No. 11 to the Schedule 13D reports that Carvana Group, LLC and related reporting persons beneficially own an aggregate of 2,216,547 shares of Root, Inc. Class A common stock, representing approximately 14.0% of outstanding Class A shares 12.5% on a fully-diluted, as-converted basis). The reported position includes 780,727 shares issuable upon conversion of Preferred Stock (14,053,096 preferred shares) and 1,435,820 shares issuable upon exercise of Exercisable Warrants. Short-term warrants expired September 1, 2025; one tranche of long-term warrants became exercisable September 1, 2025, with remaining warrants subject to milestone-based vesting and expirations through September 1, 2027. No other transactions in the prior 60 days were reported.

Positive

• Reported beneficial ownership of 2,216,547 shares, representing approximately 14.0% of Class A stock (clear, material stake)
• Breakout of instruments provided: 780,727 shares from convertible Preferred Stock and 1,435,820 shares from Exercisable Warrants
• Exercise price and expiration windows disclosed for remaining warrants ($180–$540 adjusted; expirations through September 1, 2027)

Negative

• Potential dilution from conversion of Preferred Stock and exercise of warrants, which impacts share count on a fully-diluted basis (~12.5% of total common stock on as-converted basis)
• Warrant exercisability tied to milestone conditions, creating uncertainty about timing and amount of future share issuance

Insights

Financial Analyst

TL;DR: Carvana-related entities hold a sizable ~14% economic/ voting stake including convertible preferreds and exercisable warrants.

The disclosure signals a material ownership stake: 2,216,547 Class A-equivalent shares when accounting for convertible preferred and warrants. The immediate exercisable tranche of warrants and convertible preferred conversion rights create both voting influence and potential dilution depending on conversion/exercise. The filing notes exercise prices ($180–$540 adjusted) and expirations to 2027, clarifying the timing and cost of possible conversion or exercise. For investors, the key datapoints are the share counts, percentage metrics, and the milestone conditions that govern further warrant exercises.

Corporate Governance Expert

TL;DR: This is a standard Schedule 13D amendment documenting beneficial ownership and instrument terms; it updates exercisability status.

The amendment restates beneficial ownership across related Carvana entities and explains attribution through manager/member relationships. It clarifies that certain warrants became exercisable upon milestone achievement and short-term warrants expired. The filing explicitly disclaims admissions of beneficial ownership for Act purposes. Governance implications hinge on whether the holders seek active influence; the filing itself is descriptive and does not state any change in control intentions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

Root, Inc.

(Name of Issuer)

Class A common stock

(Title of Class of Securities)

77664L108

(CUSIP Number)

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)

09/01/2025

(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 No. 77664L108

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 2,216,547.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,216,547.00

11

Aggregate amount beneficially owned by each reporting person

2,216,547.00

12

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

13

Percent of class represented by amount in Row (11)

14.0 %

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 1,435,820 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 13,618,876 shares of Class A Common Stock issued and outstanding as of July 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, plus the 780,727 shares of Class A Common Stock issuable upon conversion of the Preferred Stock and 1,435,820 shares of Class A Common Stock issuable on exercise of the Exercisable Warrants (the "Warrant Shares"). The amount of securities reported represents 12.5% of the aggregate number of issued and outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock as of July 30, 2025 (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 No. 77664L108

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 2,216,547.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,216,547.00

11

Aggregate amount beneficially owned by each reporting person

2,216,547.00

12

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

13

Percent of class represented by amount in Row (11)

14.0 %

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 1,435,820 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 13,618,876 shares of Class A Common Stock issued and outstanding as of July 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, plus the 780,727 shares of Class A Common Stock issuable upon conversion of the Preferred Stock and 1,435,820 shares of Class A Common Stock issuable on exercise of the Exercisable Warrants (the "Warrant Shares"). The amount of securities reported represents 12.5% of the aggregate number of issued and outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock as of July 30, 2025 (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 No. 77664L108

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 2,216,547.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,216,547.00

11

Aggregate amount beneficially owned by each reporting person

2,216,547.00

12

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

13

Percent of class represented by amount in Row (11)

14.0 %

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 1,435,820 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 13,618,876 shares of Class A Common Stock issued and outstanding as of July 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, plus the 780,727 shares of Class A Common Stock issuable upon conversion of the Preferred Stock and 1,435,820 shares of Class A Common Stock issuable on exercise of the Exercisable Warrants (the "Warrant Shares"). The amount of securities reported represents 12.5% of the aggregate number of issued and outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock as of July 30, 2025 (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. 11") 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; and Amendment No. 10, filed with the SEC on August 8, 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. 11 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 1,435,820 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 previously held eight tranches of warrants of the Issuer (the "Warrants"), three tranches of which were "short-term Warrants" and five tranches of which were "long-term Warrants." The short-term Warrants expired on September 1, 2025. The remaining Warrants 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 long-term 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 the short-term Warrants (the "Exercisable Warrants"). The remaining four 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 2,216,547 shares of Class A Common Stock, which represents approximately 14.0% 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 12.5% 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 1,435,820 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. 11 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: Vice President, General Counsel and Secretary
Date:	09/02/2025

Carvana Co. Sub LLC

Signature:	/s/ Paul Breaux
Name/Title:	By: Carvana Co., Its Sole Member, Paul Breaux, Title: Vice President, General Counsel and Secretary
Date:	09/02/2025

Carvana Co.

Signature:	/s/ Paul Breaux
Name/Title:	Paul Breaux, Title: Vice President, General Counsel and Secretary
Date:	09/02/2025

FAQ

How many Root, Inc. (ROOT) shares do Carvana-related entities beneficially own according to this amendment?

The filing reports an aggregate of 2,216,547 Class A-equivalent shares beneficially owned, representing approximately 14.0% of Class A shares outstanding.

What instruments make up the reported ownership in ROOT?

The position comprises 780,727 shares issuable upon conversion of Preferred Stock (14,053,096 preferred shares) and 1,435,820 shares issuable upon exercise of Exercisable Warrants.

Are any warrants exercisable and what are their terms?

One tranche of long-term warrants (1,435,820 shares, $180 exercise price before adjustment) became exercisable September 1, 2025; remaining warrants expire through September 1, 2027 with exercise prices of $180–$540 as adjusted.

Did the reporting persons disclose transactions in the prior 60 days?

No; Item 5(c) states the Reporting Person has no other material changes or transactions within the prior 60 days to disclose.

Does the filing indicate any intent to change control or engage in activism at ROOT?

No; the amendment documents beneficial ownership and instrument terms and explicitly states that filing the amendment is not an admission of beneficial ownership or intent regarding control.

How is the percentage ownership calculated in this Schedule 13D amendment?

The 14.0% figure is based on 13,618,876 Class A shares outstanding as of July 30, 2025, plus the shares issuable upon conversion of the Preferred Stock and exercise of the Exercisable Warrants; on a fully-diluted as-converted basis the position represents ~12.5% of total common stock.