Root Inc

Second Term Loan Amendment

As described in Note 7, “Long-Term Debt,” above, on September 17, 2024, the Company entered into the First Term Loan Amendment to the Term Loan, which, among other things, provide for greater flexibility for investments in future U.S. Insurance Subsidiaries (as defined in the Amended Term Loan).

As described in Note 14, “Subsequent Events,” above, on October 29, 2024, the Company entered into the Second Term Loan Amendment, which, among other things:

1. reduced the size of the Term Loan from $300.0 million to $200.0 million;

2. extended the maturity date of the Term Loan from January 27, 2027 to October 29, 2030;

3. reduced the applicable margin of the term loan from 9.00% to a rate ranging from 5.25% to 6.00%, depending on the applicable Debt to Capital Ratio (as defined in the Amended Term Loan);

4. reinstated a prepayment premium of 2.00% during the period from and after October 29, 2024 to but not including October 29, 2025, 1.00% during the period from and after October 29, 2025 to but not including October 29, 2026, and no prepayment premium thereafter;

5. added a Direct Contribution to Gross Earned Premium Ratio (as defined in the Amended Term Loan) financial covenant;

6. reduced the minimum liquidity covenant from $150.0 million to $50.0 million as set forth in the Amended Term Loan and the heading “Liquidity” in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations herein; and

7. increased the minimum Regulated Subsidiary Equity (as defined in the Amended Term Loan) covenant from $100.0 million to $125.0 million.

In connection with the Second Term Loan Amendment, on October 29, 2024, the Company also entered into (i) amendments (the “Tranche 1 Warrant Amendments”) to the Tranche 1 Warrants (as defined in the Form 8-K of the Company dated January 26, 2022) to set an expiration date as of January 26, 2027 and (ii) an amended and restated Board Observation Side Letter (the “Amended and Restated Observer Letter”), which amends and restates the Observer Letter (as defined in the Form 8-K of the Company dated January 26, 2022) to change the BlackRock lender entities that are party thereto.

The foregoing description of the First Term Loan Amendment, the Second Term Loan Amendment, the Tranche 1 Warrant Amendments and the Amended and Restated Observer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the First Term Loan Amendment, the Second Term Loan Amendment, the form of Tranche 1 Warrant Amendments and the Amended and Restated Observer Letter which are filed as Exhibits 10.1, 10.2, 4.5, and 10.3 respectively, to this Form 10-Q and are incorporated herein by reference.

Rule 10b5-1 Trading Arrangements

None of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted, modified, orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K) during the Company’s fiscal quarter ended September 30, 2024.