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SCHEDULE 13D/A 0001737364 XXXXXXXX LIVE 9 Class A common stock 05/07/2025 false 0001788882 77664L108 Root, Inc. 80 E RICH STREET SUITE 500 Columbus OH 43215 Ernest Garcia III (602) 922-9866 300 E. Rio Salado Parkway Tempe AZ 85281 Robert M. Hayward, P.C. (312) 862-2000 Kirkland & Ellis LLP 333 West Wolf Point Plaza Chicago IL 60654 Robert E. Goedert, P.C. (312) 862-2000 Kirkland & Ellis LLP 333 West Wolf Point Plaza Chicago IL 60654 0001737364 N Carvana Group, LLC WC N DE 0.00 7952386.00 0.00 7952386.00 7952386.00 N 39.7 OO 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). The percentage of class is based on approximately 12,093,450 shares of Class A Common Stock issued and outstanding as of April 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 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 although, on a fully diluted basis, such amount represents 33.7% of the aggregate number of issued and outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock as of April 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). Y Carvana Co. Sub LLC WC N DE 0.00 7952386.00 0.00 7952386.00 7952386.00 N 39.7 OO 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). The percentage of class is based on approximately 12,093,450 shares of Class A Common Stock issued and outstanding as of April 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 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 although, on a fully diluted basis, such amount represents 33.7% of the aggregate number of issued and outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock as of April 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). 0001690820 N Carvana Co. WC N DE 0.00 7952386.00 0.00 7952386.00 7952386.00 N 39.7 CO 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). The percentage of class is based on approximately 12,093,450 shares of Class A Common Stock issued and outstanding as of April 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 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 although, on a fully diluted basis such amount represents 33.7% of the aggregate number of issued and outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock as of April 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). Class A common stock Root, Inc. 80 E RICH STREET SUITE 500 Columbus OH 43215 This Amendment ("Amendment No. 9") 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; and Amendment No. 8 filed with the SEC on February 28, 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. 9 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(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 39.7% 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 33.7% of the total Common Stock of the Issuer. Such aggregate amount of shares of Class A Common Stock includes 780,727 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. 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. Item (c) of the Schedule 13D is hereby amended and restated in its entirety as follows. This Amendment No. 9 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 April 30, 2025 in the Issuer's most recent Form 10-Q, filed with the SEC on May 7, 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. 9 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. Not applicable. Not applicable. Carvana Group, LLC /s/ Paul Breaux By: Carvana Co. Sub LLC, Its: Sole Manager, By: Carvana Co., Its: Sole Member, Paul Breaux, Title: Vice President, General Counsel and Secretary 05/13/2025 Carvana Co. Sub LLC /s/ Paul Breaux By: Carvana Co., Its: Sole Member, Paul Breaux, Title: Vice President, General Counsel and Secretary 05/13/2025 Carvana Co. /s/ Paul Breaux Paul Breaux, Title: Vice President, General Counsel and Secretary 05/13/2025