Root, Inc. Form 8-K Filing

On August 31, 2026, Root, Inc. (the "Company") entered into a Warrant Cancellation and Exchange Agreement with Carvana Group, LLC ("Carvana"). As part of this agreement, Carvana surrendered all outstanding long-term warrants, and the Company issued a new warrant to Carvana. This new warrant allows Carvana to purchase up to 1,525,560 shares of the Company's Class A Common Stock. The exercise of this new warrant is divided into five tranches, each with specific conditions tied to insurance sales milestones through an integrated platform. The agreement also includes amendments to the Commercial Agreement, Investment Agreement, and Registration Rights Agreement between Root and Carvana. The issuance of the new warrant is exempt from registration under the Securities Act of 1933, as Carvana is considered an "accredited investor."