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As filed with the Securities and Exchange Commission on June 5, 2025

Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________

ROOT, INC.
(Exact name of registrant as specified in its charter)
_____________________________________

Delaware

84-2717903
(State or other jurisdiction of
Incorporation or organization)

(I.R.S. Employer
Identification No.)

80 E. Rich Street, Suite 500
Columbus, Ohio 43215
(866) 980-9431
(Address of principal executive offices) (Zip code)

2020 Equity Incentive Plan
(Full titles of the plans)
_____________________________________

Alexander Timm
Chief Executive Officer
Root, Inc.
80 E. Rich Street, Suite 500
Columbus, Ohio 43215
(866) 980-9431
(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:
David Peinsipp
Peter Byrne
Cooley LLP
101 California Street, 5th Floor
San Francisco, California 94111
(415) 693-2000
Jodi E. Baker
Chief Legal Officer & Secretary
80 E. Rich Street, Suite 500
Columbus, Ohio 43215
(866) 980-9431
__________________________________________________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐Accelerated filer ☒
Non-accelerated filer ☐Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


PART I
EXPLANATORY NOTE AND GENERAL INSTRUCTION

The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering an additional 979,757 shares of Class A Common Stock under the 2020 Equity Incentive Plan (the "Plan"), pursuant to the provisions of the Plan, which provides for annual automatic increases in the number of shares of common stock reserved for issuance under the Plan, and pursuant to the share counting provisions of the Plan upon the cancellation, expiration, forfeiture, withholding or other termination of awards without delivery of shares.
The Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements on Form S-8 of the Registrant relating to the same employee benefit plan set forth herein are effective. Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference the contents of the registration statements on Form S-8 relating to the Plan filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on October 30, 2020 (File No. 333-249777), May 13, 2021 (File No. 333-256076), April 13, 2022 (File No. 333-264267), May 30, 2023 (File No. 333-272270) and May 29, 2024 (File No. 333-279785) (collectively, the “Prior Registration Statements”), except that provisions contained in Part II of such Prior Registration Statements are modified as set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference.
The following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement:
(a.)The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025;
(b.)The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 7, 2025;
(c.)The description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on October 23, 2020 (File No. 001-39658) under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Commission February 26, 2025; and
(d.)All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares registered hereunder have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


1.

Item 8.    Exhibits.
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
4.18-K001-396583.1October 30, 2020
4.28-K001-396583.1August 15, 2022
4.310-K001-396583.3February 22, 2023
4.3S-1/A333-2493324.1October 20, 2020
5.1X
23.1X
23.2Consent of Cooley LLP (reference is made to Exhibit 5.1).X
24.1Power of Attorney (reference is made to the signature page hereto).X
99.110-Q001-3965810.1December 2, 2020
99.210-Q001-3965810.2November 9, 2022
107X

    

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on this 5th day of June, 2025.
ROOT, INC.
By: /s/ Alexander Timm    
    Alexander Timm
    Chief Executive Officer


    

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alexander Timm, Megan Binkley and Ryan Forish, and each of them, as his or her true and lawful attorneys-in-fact and agents, with the full power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Alexander Timm
Chief Executive Officer and Director
(Principal Executive Officer)
June 5, 2025
Alexander Timm
/s/ Megan Binkley
Chief Financial Officer (Principal Financial Officer)
June 5, 2025
Megan Binkley
/s/ Ryan Forish
Chief Accounting Officer (Principal Accounting Officer)
June 5, 2025
Ryan Forish
/s/ Doug UlmanDirectorJune 5, 2025
Doug Ulman
/s/ Jerri DeVardDirectorJune 5, 2025
Jerri DeVard
/s/ Larry HilsheimerDirectorJune 5, 2025
Larry Hilsheimer
/s/ Beth BirnbaumDirectorJune 5, 2025
Beth Birnbaum
/s/ Nancy KramerDirectorJune 5, 2025
Nancy Kramer
/s/ Julie SzudarekDirectorJune 5, 2025
Julie Szudarek
/s/ Donna DorseyDirectorJune 5, 2025
Donna Dorsey