[SCHEDULE 13D/A] Root, Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 10 to Schedule 13D reports that Carvana-related reporting persons collectively hold beneficial interests equal to 7,952,386 shares of Root, Inc. Class A common stock, representing approximately 36.9% of outstanding Class A on the basis described in the filing. The reported position comprises 780,727 shares issuable on conversion of 14,053,096 shares of Preferred Stock and 7,171,659 shares issuable upon exercise of exercisable warrants directly held by Carvana Group, LLC.

The filing specifies the exercisable warrant tranches that underlie a portion of this stake: Tranche 1 (2,365,841 shares, $180 exercise), Tranche 2 (3,210,784 shares, $198 exercise) and Tranche 3 (1,595,034 shares, $216 exercise), with short-term warrants' exercise prices and expirations described and certain remaining tranches subject to milestone conditions. The filing also discloses conversion mechanics (Conversion Rate = Liquidation Preference / Conversion Price), that conversion/exercise prices were adjusted for a prior reverse split, and that the reporting persons report shared voting and dispositive power over the disclosed shares.

Positive

• Material disclosure of beneficial ownership totaling 7,952,386 shares (≈36.9%) of Root Class A common stock
• Detailed breakdown of convertible preferred and exercisable warrants, including tranche-level share counts and exercise prices
• Clear conversion mechanics disclosed (Conversion Rate defined as Liquidation Preference divided by Conversion Price) allowing modeling of dilution

Negative

• Large concentrated position representing 36.9% of Class A, which could materially affect share supply and voting dynamics
• Significant potential dilution from convertible preferred and multiple warrant tranches totaling 7,952,386 shares
• Certain warrants remain subject to milestone conditions that, if satisfied, would increase exercisable shares and change ownership percentages

Insights

Securities Analyst

TL;DR: Carvana affiliates disclose a materially large, potentially dilutive position in ROOT via convertible preferred and exercisable warrants.

The filing quantifies a concentrated position of 7,952,386 shares (≈36.9% of Class A), composed of convertible preferred and multiple warrant tranches including three exercisable tranches totaling 7,171,659 potential shares. The statement clarifies exercise prices, expirations and conversion mechanics, and reports shared voting and dispositive power. For analysts, the filing is material because it specifies the instruments that could convert or be exercised into substantial Class A supply, and it provides the precise counts and price bands needed to model dilution scenarios and potential shifts in shareholder composition.

Corporate Governance Expert

TL;DR: Reporting persons show concentrated influence over a large portion of Class A equity, documented through shared voting/dispositive rights.

The amendment documents that Carvana Group, LLC, Carvana Co. Sub LLC and Carvana Co. are reported as sharing voting and dispositive power over the 7.95M shares. The filing details that a mix of preferred-convertible securities and exercisable warrants account for the stake and that certain warrants are subject to milestone conditions. This level of disclosed ownership and the instrument structure are material governance facts for assessing potential voting outcomes and control dynamics, given the percentages and conversion mechanics stated.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

Root, Inc.

(Name of Issuer)

Class A common stock

(Title of Class of Securities)

77664L108

(CUSIP Number)

Ernest Garcia III
300 E. Rio Salado Parkway,
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)

08/06/2025

(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 7,952,386.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,952,386.00

11

Aggregate amount beneficially owned by each reporting person

7,952,386.00

12

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

13

Percent of class represented by amount in Row (11)

36.9 %

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 7,171,659 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 approximately 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 7,171,659 shares of Class A Common Stock issuable on exercise of the Exercisable Warrants (the "Warrant Shares"), although on a fully diluted basis, such amount represents 34.0% 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 7,952,386.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,952,386.00

11

Aggregate amount beneficially owned by each reporting person

7,952,386.00

12

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

13

Percent of class represented by amount in Row (11)

36.9 %

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 7,171,659 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 approximately 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 7,171,659 shares of Class A Common Stock issuable on exercise of the Exercisable Warrants (the "Warrant Shares"), although on a fully diluted basis, such amount represents 34.0% 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 7,952,386.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,952,386.00

11

Aggregate amount beneficially owned by each reporting person

7,952,386.00

12

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

13

Percent of class represented by amount in Row (11)

36.9 %

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 7,171,659 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 approximately 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 7,171,659 shares of Class A Common Stock issuable on exercise of the Exercisable Warrants (the "Warrant Shares"), although on a fully diluted basis, such amount represents 34.0% 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. 10") 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; and Amendment No. 9, filed with the SEC on May 13, 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. 10 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 7,171,659 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 currently holds eight tranches of warrants of the Issuer (the "Warrants"), three tranches of which are "short-term Warrants" and five tranches of which are "long-term Warrants." The short-term Warrants expire on September 1, 2025, and the long-term Warrants expire on September 1, 2027. The short-term Warrants have exercise prices of $180.00 to $216.00 and the long-term Warrants 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. The Tranche 1 Warrant, representing the right to purchase 2,365,841 shares of Class A Common Stock at an exercise price of $180.00, became exercisable on September 1, 2022, upon completion of the integrated automobile insurance solution for Carvana Group, LLC's online car buying platform (the "Integrated Platform"). The Tranche 2 Warrant, representing the right to purchase 3,210,784 shares of Class A Common Stock at an exercise price of $198.00, became exercisable on November 14, 2023, and the Tranche 3 Warrant, representing the right to purchase 1,595,034 shares of Class A Common Stock at an exercise price of $216.00, became exercisable on May 3, 2024, both upon the achievement of certain insurance sales metrics through the Integrated Platform (the Tranche 3 Warrant, Tranche 2 Warrant and Tranche 1 Warrant, together, the "Exercisable Warrants"). The remaining five 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 7,952,386 shares of Class A Common Stock, which represents approximately 36.9% 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 34.0% 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 2,365,841 that would be received upon the exercise of the Tranche 1 Warrant, 3,210,784 that would be received upon exercise of the Tranche 2 Warrant, and 1,595,034 that would be received upon exercise of the Tranche 3 Warrant.
(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: This Amendment No. 10 is being filed to reflect the change in percentage ownership previously reported solely as a result of the change in the outstanding Class A Common Stock reported by the Issuer as of July 30, 2025 in the Issuer's most recent Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2025. 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. 10 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:	Carvana Group, LLC
Name/Title:	By: Carvana Co. Sub LLC, Its: Sole Manager, By: Carvana Co., Its: Sole Member, /s/ Paul Breaux, Title: Vice President, General Counsel and Secretary
Date:	08/08/2025

Carvana Co. Sub LLC

Signature:	Carvana Co. Sub LLC
Name/Title:	By: Carvana Co., Its: Sole Member, /s/ Paul Breaux, Title: Vice President, General Counsel and Secretary
Date:	08/08/2025

Carvana Co.

Signature:	Carvana Co.
Name/Title:	/s/ Paul Breaux, Title: Vice President, General Counsel and Secretary
Date:	08/08/2025

FAQ

How many ROOT shares do Carvana-related reporting persons beneficially own?

They report beneficial ownership of 7,952,386 shares of ROOT Class A common stock, representing approximately 36.9% of outstanding Class A as described in the filing.

What securities compose Carvana's position in ROOT?

The position consists of 780,727 shares issuable on conversion of Preferred Stock and 7,171,659 shares issuable upon exercise of exercisable warrants held by Carvana Group, LLC.

What are the exercisable warrant tranches and exercise prices?

Three exercisable tranches are disclosed: Tranche 1 2,365,841 shares at $180, Tranche 2 3,210,784 shares at $198, and Tranche 3 1,595,034 shares at $216 (prices adjusted for the stated reverse split).

Do the reporting persons have voting or dispositive power over the reported shares?

Yes. The filing reports 0 sole voting/dispositive power and 7,952,386 shared voting and shared dispositive power for the reporting persons.

What expirations apply to the warrants disclosed?

The filing states short-term warrants expire on September 1, 2025 and long-term warrants expire on September 1, 2027, with exercise-price ranges described in the amendment.