Root, Inc.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
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Notes to Condensed Consolidated Financial Statements - Unaudited
ROOT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
- NATURE OF BUSINESS
Root, Inc. is a holding company which, directly or indirectly, maintains 100% ownership of each of its subsidiaries, including, among others, Root Insurance Company, Root Property & Casualty Insurance Company, or Root Property & Casualty, and Root Select Insurance Company, or Root Select, all Ohio-domiciled insurance companies, Root Florida Insurance Company, or Root Florida, a Florida-domiciled insurance company, and Root Reinsurance Company, Ltd., a Cayman Islands-domiciled reinsurance company, together with Root, Inc., “we,” “us,” or “our.”
We were formed in 2015 and began writing personal auto insurance in July 2016. We are a technology company operating primarily a direct-to-consumer model with the majority of our personal insurance customers acquired through mobile apps and partnerships. We offer auto and renters insurance products underwritten by Root Insurance Company and auto insurance only through Root Property & Casualty, Root Florida, and Root Select.
- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation—In our opinion, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. All such adjustments are of a normal and recurring nature. These condensed consolidated financial statements are unaudited and, accordingly, should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on February 25, 2026.
Basis of Consolidation—The unaudited condensed consolidated financial statements include the accounts of Root, Inc. and its subsidiaries, all of which are wholly owned. These financial statements have been prepared in accordance with accounting principles generally accepted in the U.S., or GAAP. All intercompany accounts and transactions have been eliminated.
Use of Estimates—The preparation of the unaudited condensed consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates reflected in our unaudited condensed consolidated financial statements include, but are not limited to, reserves for loss and loss adjustment expense, or LAE, valuation allowances on our deferred tax assets and the amount of reinsurance recoverable from reinsurance contracts.
Legal and Other Contingencies—From time to time, we are party to litigation and legal proceedings relating to our business operations. While the outcome of all legal actions is not presently determinable, we do not believe that we are party to any current or pending legal action that could reasonably be expected to have a material adverse effect on our financial condition or results of operations and cash flow.
We are contingently liable for possible future assessments under regulatory requirements for insolvencies and impairments of unaffiliated insurance companies.
Segment Information—We are a technology company that provides direct-to-consumer insurance products to customers. We operate as a single reporting segment that is managed on a consolidated basis. Our Chief Executive Officer is our chief operating decision maker, or CODM. The primary measure the CODM utilizes to manage operations, monitor budget versus actual results, and evaluate financial performance is net income (loss) as reported on the condensed consolidated statements of operations and comprehensive income (loss). This information is regularly provided to the CODM.
The CODM allocates resources based on consolidated expense and forecasted expense information. Significant expenses, which are presented on the condensed consolidated statements of operations and comprehensive income (loss), include loss and LAE, sales and marketing, other insurance expense and technology and development. Other segment items include expenses that our CODM does not evaluate for purposes of making operating decisions. These items include general and administrative, interest expense, loss on extinguishment of debt and income tax expense, which can all be found on the condensed consolidated statements of operations and comprehensive income (loss). Assets provided to the CODM are consistent with those reported on the condensed consolidated balance sheets.
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents—Cash consists of cash on deposit. Cash equivalents are short-term, highly liquid investments that typically mature within three months from the date of origination or purchase, and are principally stated at amortized cost, which approximates their fair value. Restricted cash consists of amounts held by state insurance departments and financial institutions for the benefit of policyholders and to satisfy letter of credit requirements for certain property leases. Restricted cash equivalents consist of amounts held by our lender to satisfy the minimum cash management requirements under our senior secured term loan and short-term, highly liquid investments held by a financial institution to maintain certain collateral requirements with an unaffiliated Texas county mutual insurance company, and are stated at amortized cost, which approximates their fair value.
The following table provides a reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents reported within the condensed consolidated balance sheets that sum to the total of the same such amount in the condensed consolidated statements of cash flows:
| As of | ||
|---|---|---|
| September 30, | December 31, | |
| 2026 | 2025 | |
| (dollars in millions) | ||
| Cash and cash equivalents | $596.3 | $669.3 |
| Restricted cash and cash equivalents | 75.3 | 20.6 |
| Total cash, cash equivalents, restricted cash, and restricted cash equivalents shown in the condensed consolidated statements of cash flows | $671.6 | $689.9 |
Investments—In June 2026, we purchased $4.5 million in premium tax credits for a purchase price of $3.8 million. This investment is recognized within other assets in our condensed consolidated balance sheet. These tax credits can be utilized in three annual installments to offset certain state premium taxes beginning with the 2026 premium tax year. We will recognize these tax credits on a quarterly basis, up to the annual credit value. We also recognized a purchase discount, which is the difference between the premium tax credits and purchase price, as a deferred gain within other liabilities in our condensed consolidated balance sheet. As we utilize the tax credits to settle our premium tax liabilities, the deferred discount is recognized proportionally within other income in our condensed consolidated statements of operations and comprehensive income (loss). An impairment will be recognized if it is probable that we will be unable to recover the carrying value of the premium tax credits. Impairment of the investment would be recognized within other income in our condensed consolidated statements of operations and comprehensive income (loss).
Premiums Payable and Reinsurance Premiums Receivable—We have a fronting arrangement with an unaffiliated Texas county mutual insurance company, or the fronting carrier. We route all of our new auto policies in Texas through the fronting carrier whereby we assume 100% of the related premium and losses on those policies. The fronting arrangement allows us to have greater rating and underwriting flexibility. Premiums assumed are deferred and earned pro rata over the policy period. Unearned premium is established to cover the unexpired portion of premiums assumed. Premiums payable are amounts owed to the fronting carrier. Reinsurance premiums receivable are the amounts owed to us from the fronting carrier for reinsurance premiums.
Deferred Policy Acquisition Costs—We amortized deferred policy acquisition costs of $31.3 million and $89.6 million for the three and nine months ended September 30, 2026, respectively, and $20.6 million and $50.3 million for the three and nine months ended September 30, 2025, respectively.
Performance-Based Restricted Stock Units—In the first quarter of 2026, we granted 0.4 million performance-based restricted stock units to our executive officers and certain key employees as part of our equity compensation plan. The actual number of performance-based restricted stock units can vary from zero to 200% of the target depending on goal achievement relative to a gross accident period loss ratio and policies in force goal matrix. The overall performance period begins on January 1, 2026 and ends on December 31, 2028 and is divided into three sub-performance periods, each beginning on January 1, 2026 and ending on December 31, 2026, 2027, and 2028, respectively. These overlapping sub-performance periods areone, two, andthree years in duration. Expense for each sub-performance period is recognized ratably over the requisite service period. Awards earned in any sub-performance period vest on the Compensation Committee Certification date, which is expected to be in the first quarter of the subsequent year.
The performance-based restricted stock units expense is recognized based on the grant date fair value of the award, which was determined using the Company’s close price as of the grant date. This expense is recognized using a graded vesting approach. We assess the probability of the performance conditions being met on a quarterly basis and begin recognizing expense only once it is deemed probable that the performance criteria will be satisfied.
Share Repurchases—We are authorized to repurchase shares of our Class A common stock under a stock repurchase program, or Repurchase Program, approved by our board of directors. We retire shares of our Class A common stock immediately upon repurchase. In connection with the early adoption of Accounting Standards Update, or ASU, No. 2025-12, Codification Improvements, during the second quarter of 2026, we elected to recognize the excess of the repurchase price over par value entirely as a reduction of additional paid-in capital, or APIC, provided that APIC remains positive. The repurchase price includes direct and incremental transaction costs incurred to repurchase the shares, which are recorded as a reduction of APIC.
This accounting policy election is reflected within the condensed consolidated balance sheets and the condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity. See Note 9, “Capital Stock,” for further details regarding our repurchase activity.
Warrant Compensation—In October 2021, we closed the investment agreement with Carvana Group, LLC, or Investment Agreement, that included the issuance of 14.1 million shares of redeemable convertible preferred stock designated as the Series A Convertible Preferred Stock and the issuance ofeight tranches of warrants to purchase shares of the Company’s Class A common stock, of which three tranches expired unexercised in 2025. As part of the Investment Agreement, we and Carvana also entered into afive-year commercial agreement whereby our auto insurance products are embedded into the integrated automobile insurance solution for Carvana’s online buying platform, or Integrated Platform. The commercial agreement provides for agent commissions payable to Carvana for policy origination.
On August 31, 2026, we extended the commercial agreement, cancelled the outstanding long-term warrants previously issued to Carvana, and concurrently issued Carvana five replacement warrant tranches, or Replacement Warrants, with the opportunity to purchase a maximum of approximately 1.5 million shares of Class A common stock. The Replacement Warrants expire on August 31, 2028. We accounted for the cancellation and concurrent issuance of the Replacement Warrants as a modification of equity classified non-employee share-based payment awards under ASC 718, Stock Compensation.
Compensation expense associated with the Carvana warrants is recognized based on the applicable fair value of the awards and our assessment of the probability of achieving the related performance conditions. The fair value of the warrants is estimated using a Black-Scholes-Merton model, or BSM. The BSM estimates the fair value per warrant for each tranche based on the underlying stock price, exercise price, expected term, volatility (based on historical volatility of our common stock over a period commensurate with the expected term), risk-free interest rate (based on U.S. Constant Maturity Yield Curve over a similar term), and expected dividend yield. For modifications of the warrants, we recognize the incremental compensation cost over the original award, which is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before the modification. For those warrant tranches that were probable of vesting immediately before the modification, we continue recognizing that compensation cost as long as the original milestone continues to be probable of vesting.
These warrants vest upon achievement of certain performance milestones related to insurance sales through the Integrated Platform. The associated compensation expense is dependent on our periodic assessment of the probability of the milestones being achieved. If deemed probable, we recognize compensation expense on a pro-rata basis considering progress toward achieving the milestones. If a performance condition is no longer probable of achievement, any previously recognized compensation expense is reversed and no subsequent compensation expense is recognized until achievement is once again probable, at which point a cumulative catch-up is recognized.
For additional information, refer to Note 10, “Share-Based Compensation.”
Reclassification—Certain prior-year amounts have been reclassified to conform with the current year presentation. These reclassifications did not have a material impact on the condensed consolidated financial statements and notes to condensed consolidated financial statements. The reclassifications within the condensed consolidated balance sheets include the presentation of “Prepaid reinsurance premiums” within “Other assets” and “Reinsurance premiums payable” within “Other liabilities.” Additionally, “Reinsurance recoverable and receivable” was disaggregated to “Reinsurance recoverable” and “Reinsurance premiums receivable,” respectively. “Deferred policy acquisition costs” were disaggregated from “Other assets” and “Premiums payable” was disaggregated from “Other liabilities” to separate captions.
Recently Adopted Accounting Pronouncements—In December 2025, the Financial Accounting Standards Board issued ASU No. 2025-12, Codification Improvements, which serves to clarify, correct errors, or make minor improvements to various topics within the Accounting Standards Codification. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026, including interim periods within those annual reporting periods. Early adoption is permitted, and entities may elect to adopt the amendments on an issue-by-issue basis. Certain amendments are required to be applied retrospectively, while others are applied prospectively.
During the second quarter of 2026, we early adopted the provisions of ASU 2025-12 to clarify methods to account for treasury stock retirements on a prospective basis. The adoption of this guidance did not result in a cumulative-effect adjustment to opening retained earnings, accumulated deficit, APIC, or total stockholders’ equity. Furthermore, the adoption of this guidance did not have a material impact on our condensed consolidated statements of operations and comprehensive income (loss) or condensed consolidated statements of cash flows.
- INVESTMENTS
The amortized cost and fair value of short-term investments and available-for-sale fixed maturity securities at September 30, 2026 and December 31, 2025 are as follows:
| September 30, 2026 | |||||
|---|---|---|---|---|---|
| Amortized Cost | Allowance for Expected Credit Losses | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |
| (dollars in millions) | |||||
| Fixed maturities: | |||||
| United States Treasury securities and agencies | $59.0 | $— | $— | $(0.9) | $58.1 |
| Municipal securities | 12.3 | — | — | (0.3) | 12.0 |
| Corporate debt securities | 224.4 | — | — | (6.1) | 218.3 |
| Asset-backed securities | 147.7 | — | — | (4.4) | 143.3 |
| Total fixed maturities | 443.4 | — | — | (11.7) | 431.7 |
| Short-term investments | 2.0 | — | — | — | 2.0 |
| Total | $445.4 | $— | $— | $(11.7) | $433.7 |
| December 31, 2025 | |||||
| Amortized Cost | Allowance for Expected Credit Losses | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |
| (dollars in millions) | |||||
| Fixed maturities: | |||||
| United States Treasury securities and agencies | $48.4 | $— | $0.8 | $— | $49.2 |
| Municipal securities | 23.0 | — | 0.3 | (0.1) | 23.2 |
| Corporate debt securities | 157.3 | — | 1.9 | (0.2) | 159.0 |
| Asset-backed securities | 154.4 | — | 1.5 | (0.3) | 155.6 |
| Total fixed maturities | $383.1 | $— | $4.5 | $(0.6) | $387.0 |
Management reviewed the available-for-sale fixed maturity securities and short-term investments at each balance sheet date to consider whether it was necessary to recognize a credit loss as of September 30, 2026 and December 31, 2025. We have not identified specific securities that we intend to sell, and it is not more likely than not that we will be required to sell the securities before recovery. Management concluded that the unrealized losses on the available-for-sale fixed maturity securities and short-term investments were due to non-credit related factors and, therefore, there was no allowance for credit loss as of September 30, 2026 and December 31, 2025.
The following tables reflect the gross unrealized losses and fair value of short-term investments and available-for-sale fixed maturity securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2026 and December 31, 2025:
| September 30, 2026 | ||||||
|---|---|---|---|---|---|---|
| Less than 12 Months | 12 Months or More | Total | ||||
| Fair Value | UnrealizedLoss | Fair Value | UnrealizedLoss | Fair Value | UnrealizedLoss | |
| (dollars in millions) | ||||||
| Fixed maturities: | ||||||
| United States Treasury securities and agencies | $39.2 | $(0.9) | $0.2 | $— | $39.4 | $(0.9) |
| Municipal securities | 8.1 | (0.2) | 2.2 | (0.1) | 10.3 | (0.3) |
| Corporate debt securities | 203.9 | (6.0) | 4.3 | (0.1) | 208.2 | (6.1) |
| Asset-backed securities | 129.8 | (4.2) | 3.9 | (0.2) | 133.7 | (4.4) |
| Total fixed maturities | 381.0 | (11.3) | 10.6 | (0.4) | 391.6 | (11.7) |
| Short-term investments | 2.0 | — | — | — | 2.0 | — |
| Total | $383.0 | $(11.3) | $10.6 | $(0.4) | $393.6 | $(11.7) |
| December 31, 2025 | ||||||
| Less than 12 Months | 12 Months or More | Total | ||||
| Fair Value | UnrealizedLoss | Fair Value | UnrealizedLoss | Fair Value | UnrealizedLoss | |
| (dollars in millions) | ||||||
| Fixed maturities: | ||||||
| United States Treasury securities | $2.0 | $— | $0.7 | $— | $2.7 | $— |
| Municipal securities | — | — | 6.5 | (0.1) | 6.5 | (0.1) |
| Corporate debt securities | 21.5 | — | 7.4 | (0.2) | 28.9 | (0.2) |
| Asset-backed securities | 20.3 | (0.1) | 5.9 | (0.2) | 26.2 | (0.3) |
| Total fixed maturities | $43.8 | $(0.1) | $20.5 | $(0.5) | $64.3 | $(0.6) |
Other Investments
As of September 30, 2026 and December 31, 2025, other investments related to our private equity investments were zero and $4.4 million, respectively. We did not recognize any impairment losses during the three months ended September 30, 2026. During the nine months ended September 30, 2026, we recognized an impairment loss of $4.4 million related to our private equity investments, which reduced the carrying amount of other investments to zero. The impairment loss was recorded in net investment income in our condensed consolidated statements of operations and comprehensive income (loss). There wereno realized or unrealized gains or losses recognized on private equity investments for the three and nine months ended September 30, 2026 and 2025, andno impairment losses recognized for the three and nine months ended September 30, 2025.
The following table reflects the gross and net realized gains and losses on short-term investments and available-for-sale fixed maturities that have been included in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (dollars in millions) | ||||
| Realized gains on investments | $— | $— | $0.1 | $— |
| Realized losses on investments | (0.5) | — | (0.5) | — |
| Net realized losses on investments | $(0.5) | $— | $(0.4) | $— |
The following table sets forth the amortized cost and fair value of short-term investments and available-for-sale fixed maturity securities by contractual maturity at September 30, 2026:
| September 30, 2026 | ||
|---|---|---|
| Amortized Cost | Fair Value | |
| (dollars in millions) | ||
| Due in one year or less | $32.4 | $32.3 |
| Due after one year through five years | 287.5 | 280.6 |
| Due five years through 10 years | 50.3 | 48.2 |
| Due after 10 years | 75.2 | 72.6 |
| Total | $445.4 | $433.7 |
Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
The following table sets forth the components of net investment income for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (dollars in millions) | ||||
| Interest on fixed maturities and short-term investments | $5.7 | $3.5 | $15.7 | $10.5 |
| Interest on cash, cash equivalents, restricted cash, and restricted cash equivalents | 4.9 | 7.0 | 15.0 | 19.3 |
| Total | 10.6 | 10.5 | 30.7 | 29.8 |
| Impairment loss on other investments | — | — | (4.4) | — |
| Investment expense | (2.4) | (3.5) | (4.4) | (4.7) |
| Net investment income | $8.2 | $7.0 | $21.9 | $25.1 |
The following tables summarize the credit ratings of short-term investments and available-for-sale fixed maturity securities at September 30, 2026 and December 31, 2025:
| September 30, 2026 | |||
|---|---|---|---|
| Amortized Cost | Fair Value | % of TotalFair Value | |
| (dollars in millions) | |||
| S&P Global rating or equivalent | |||
| AAA | $73.0 | $70.8 | 16.3% |
| AA+, AA, AA- | 192.3 | 187.5 | 43.2 |
| A+, A, A- | 147.4 | 143.5 | 33.1 |
| BBB+, BBB, BBB- | 32.4 | 31.6 | 7.3 |
| Non-rated(1) | 0.3 | 0.3 | 0.1 |
| Total | $445.4 | $433.7 | 100.0% |
- Certain investments are not rated by a nationally recognized statistical rating organization, or NRSRO. The absence of an NRSRO rating does not, by itself, indicate elevated credit risk.
| December 31, 2025 | |||
|---|---|---|---|
| Amortized Cost | Fair Value | % of TotalFair Value | |
| (dollars in millions) | |||
| S&P Global rating or equivalent | |||
| AAA | $81.5 | $82.1 | 21.2% |
| AA+, AA, AA- | 171.4 | 173.3 | 44.8 |
| A+, A, A- | 107.7 | 108.8 | 28.1 |
| BBB+, BBB, BBB- | 22.5 | 22.8 | 5.9 |
| Total | $383.1 | $387.0 | 100.0% |
Pursuant to certain regulatory requirements, we are required to hold assets on deposit with various state insurance departments for the benefit of policyholders. These special deposits are included in available-for-sale fixed maturity securities on the condensed consolidated balance sheets. As of September 30, 2026 and December 31, 2025, these required deposits had an amortized cost of $13.1 million and $15.7 million, respectively, and fair value of $12.9 million and $15.9 million, respectively. We maintain restricted cash equivalents and certain investments in a trust to meet collateral requirements with the fronting carrier. As of September 30, 2026 and December 31, 2025, the fair value of investments held in trust was $72.7 million and $77.0 million, respectively. There are withdrawal and other restrictions on these deposits. Ultimately, when unearned premiums run off and loss reserves are paid under this program, any remaining trust balances will be released and available for general use.
- FAIR VALUE OF FINANCIAL INSTRUMENTS
The following tables provide information about our financial assets measured and reported at fair value as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | TotalFair Value | |
| (dollars in millions) | ||||
| Assets | ||||
| Fixed maturities: | ||||
| United States Treasury securities and agencies | $55.3 | $2.8 | $— | $58.1 |
| Municipal securities | — | 12.0 | — | 12.0 |
| Corporate debt securities | — | 218.3 | — | 218.3 |
| Asset-backed securities | — | 143.3 | — | 143.3 |
| Total fixed maturities | 55.3 | 376.4 | — | 431.7 |
| Short-term investments | 2.0 | — | — | 2.0 |
| Cash equivalents | 263.4 | — | — | 263.4 |
| Restricted cash equivalents | 71.7 | — | — | 71.7 |
| Total assets at fair value | $392.4 | $376.4 | $— | $768.8 |
| December 31, 2025 | ||||
| Level 1 | Level 2 | Level 3 | TotalFair Value | |
| (dollars in millions) | ||||
| Assets | ||||
| Fixed maturities: | ||||
| United States Treasury securities and agencies | $46.7 | $2.5 | $— | $49.2 |
| Municipal securities | — | 23.2 | — | 23.2 |
| Corporate debt securities | — | 159.0 | — | 159.0 |
| Asset-backed securities | — | 155.6 | — | 155.6 |
| Total fixed maturities | 46.7 | 340.3 | — | 387.0 |
| Cash equivalents | 369.0 | — | — | 369.0 |
| Restricted cash equivalents | 19.0 | — | — | 19.0 |
| Total assets at fair value | $434.7 | $340.3 | $— | $775.0 |
We estimate the fair value of all our different classes of Level 2 fixed maturities using quoted prices from independent pricing vendors or broker/dealers, pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Short-term investments are classified within Level 1 and valued using quoted prices in active markets for identical securities. All significant inputs were observable in the active markets.
Fair Value of Long-Term Debt
The carrying amount of long-term debt is recorded at the unpaid balance, net of discount and debt issuance costs. The fair value of outstanding long-term debt is classified within Level 2 of the fair value hierarchy. The fair value is based on a model referencing observable interest rates and spreads to project and discount cash flows to present value. As of September 30, 2026 and December 31, 2025, the carrying amounts and fair values of these financial instruments were as follows:
| Carrying Amount as of September 30, 2026 | Estimated Fair Value as of September 30, 2026 | Carrying Amount as of December 31, 2025 | Estimated Fair Value as of December 31, 2025 | |
|---|---|---|---|---|
| (dollars in millions) | ||||
| Long-term debt | $197.5 | $199.1 | $200.3 | $204.1 |
The carrying amounts of other short-term financial instruments approximate their fair value due to their short-term nature.
- LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
The following provides a reconciliation of the beginning and ending reserve balances for loss and LAE, net of reinsurance:
| Nine Months Ended September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| (dollars in millions) | ||
| Gross loss and LAE reserves, January 1 | $483.6 | $413.2 |
| Reinsurance recoverable on unpaid losses | (25.4) | (48.0) |
| Net loss and LAE reserves, January 1 | 458.2 | 365.2 |
| Net incurred loss and LAE related to: | ||
| Current year | 736.8 | 701.1 |
| Prior years | (37.3) | (22.8) |
| Total incurred | 699.5 | 678.3 |
| Net paid loss and LAE related to: | ||
| Current year | 399.7 | 380.0 |
| Prior years | 282.2 | 230.7 |
| Total paid | 681.9 | 610.7 |
| Net loss and LAE reserves, September 30 | 475.8 | 432.8 |
| Plus reinsurance recoverable on unpaid losses | 17.3 | 30.1 |
| Gross loss and LAE reserves, September 30 | $493.1 | $462.9 |
Net incurred losses and LAE attributable to prior accident years saw a decrease of $37.3 million and $22.8 million for the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026, the development of incurred losses and LAE related to prior periods was primarily driven by lower-than-expected reported losses and LAE from accident year 2025 on both liability and physical damage coverages and the identification of additional subrogation opportunities resulting from model improvements. For the nine months ended September 30, 2025, the development of incurred losses and LAE related to prior periods was primarily driven by lower-than-expected reported losses and LAE from accident year 2024 on both liability and physical damage coverages.
- REINSURANCE
The following table reflects amounts affecting the condensed consolidated statements of operations and comprehensive income (loss) for reinsurance for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (dollars in millions) | ||||
| Premiums written: | ||||
| Direct | $298.9 | $316.3 | $901.0 | $931.3 |
| Assumed | 58.6 | 70.9 | 185.2 | 212.9 |
| Ceded | (2.9) | (10.0) | (10.8) | (41.0) |
| Net premiums written | $354.6 | $377.2 | $1,075.4 | $1,103.2 |
| Premiums earned: | ||||
| Direct | $294.7 | $302.4 | $900.1 | $886.5 |
| Assumed | 61.3 | 70.7 | 194.3 | 202.3 |
| Ceded | (3.2) | (13.0) | (14.4) | (54.4) |
| Net premiums earned | $352.8 | $360.1 | $1,080.0 | $1,034.4 |
| Losses and LAE incurred: | ||||
| Direct | $191.4 | $192.8 | $566.9 | $550.0 |
| Assumed | 43.4 | 53.6 | 139.1 | 154.9 |
| Ceded | (1.4) | (7.0) | (6.5) | (26.6) |
| Net losses and LAE incurred | $233.4 | $239.4 | $699.5 | $678.3 |
In the event that all or any of the reinsuring companies might be unable to meet their obligations under existing reinsurance agreements, we would be liable to the policyholder for such defaulted amounts.
- LONG-TERM DEBT
In October 2024, we entered into a $200.0 millionsix-year term loan, or Amended Term Loan, with the principal amount due and payable upon maturity on October 29, 2030. Interest was payable quarterly and determined on a floating interest rate calculated on the Secured Overnight Financing Rate, or SOFR, with a 1.0% floor, plus an applicable margin ranging from 5.25% to 6.00% based upon the debt-to-capital ratio payable quarterly.
In May 2026, we prepaid all of the outstanding principal balance of the Amended Term Loan with borrowings under the senior secured term loan described below. The prepayment resulted in a loss on extinguishment of debt of $4.9 million, primarily related to accelerated amortization of debt discount and issuance costs and a prepayment premium.
In May 2026, we obtained a $200.0 million senior secured term loan that matures in May 2029. We incurred $2.3 million of debt discount and issuance costs related to the senior secured term loan, which were capitalized and will be amortized over the duration of the senior secured term loan. We are required to make quarterly principal payments, which commenced on September 30, 2026, equal to approximately 0.25% of the original principal amount in each of the first two years following the closing date and 1.25% quarterly in the third year, with the unpaid balance due at maturity. Interest is variable and calculated between SOFR plus 3.0% and SOFR plus 3.75% and is payable quarterly in cash. The SOFR margin is based upon the debt-to-capital ratio which is calculated on the last day of each quarter.
The senior secured term loan requires us to maintain cash and cash equivalents held with the lender to be at least 25.0% of the outstanding principal balance at all times. As of September 30, 2026, we maintained $49.9 million of cash and cash equivalents with the lender, which we have recorded within restricted cash and cash equivalents on our condensed consolidated balance sheets. The senior secured term loan also contains debt covenants, which commenced for the three months ended September 30, 2026, and are measured at the end of each fiscal quarter.
These covenants require mandatory minimum thresholds on our consolidated net worth, debt service coverage, and regulated subsidiary equity. We are also required to maintain a minimum risk-based capital ratio on our domestic insurance subsidiaries. Additionally, the agreement includes a maximum debt-to-capital ratio, which includes scheduled step-downs over the duration of the senior secured term loan.
The senior secured term loan is secured by assets of Root, Inc. and those of our wholly-owned subsidiary loan parties. In addition, we have pledged 100% of the capital stock of our subsidiaries.
The following summarizes the carrying value of long-term debt as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| (dollars in millions) | ||
| Amended Term Loan principal balance | $— | $200.0 |
| Senior secured term loan principal balance | 199.5 | — |
| Accrued interest payable | — | 3.3 |
| Unamortized discount and debt issuance costs | (2.0) | (3.0) |
| Total | $197.5 | $200.3 |
The required principal payments on long-term debt as of September 30, 2026 are as follows:
| Amount | |
|---|---|
| (dollars in millions) | |
| Remainder of 2026 | $0.5 |
| 2027 | 2.0 |
| 2028 | 5.5 |
| 2029 | 191.5 |
| Total | $199.5 |
- INCOME TAXES
The consolidated effective tax rate was 0.7% and 1.1% for the nine months ended September 30, 2026 and 2025, respectively. The difference between these rates and the U.S. federal income tax rate of 21.0% was primarily due to state income tax expense and a full valuation allowance on our federal and state deferred tax assets.
As of September 30, 2026, we maintained a full valuation allowance against our deferred tax assets. We expect to maintain a full valuation allowance until it becomes more likely than not that the deferred tax assets will be realized. However, given our anticipated future earnings, management believes that there is a reasonable possibility that in the foreseeable future, sufficient positive evidence may become available to reach a conclusion that all or a portion of the valuation allowance may no longer be needed. Release of the valuation allowance would result in recognition of certain deferred tax assets and a corresponding material income tax benefit for the period the release is recorded. The exact timing and amount of the valuation allowance release would depend on our financial performance, projected taxable income in the relevant jurisdictions, and ongoing evaluation of available positive and negative evidence.
As of September 30, 2026 and December 31, 2025, we did not have any unrecognized tax benefits for uncertain tax positions and had no interest or penalties related to uncertain tax positions.
- CAPITAL STOCK
Repurchase Program
On May 6, 2026, we announced that our board of directors approved the Repurchase Program for the repurchase of up to $75.0 million of our outstanding shares of Class A common stock, excluding transaction costs. We may utilize various methods to effect repurchases, which include open market purchases, privately negotiated transactions, block purchases, accelerated share repurchase agreements or a combination of methods, including pursuant to trading plans adopted under Rule 10b5-1 under the Securities Exchange Act of 1934, or the Exchange Act. The Repurchase Program does not have a set expiration date and may be modified, suspended, or discontinued at any time at the discretion of our board of directors. The timing and amount of any repurchases under the Repurchase Program will depend upon several factors, including market and business factors.
During the nine months ended September 30, 2026, we repurchased and immediately retired 0.7 million shares of our Class A common stock for an aggregate amount, including transaction costs, of $36.4 million under the Repurchase Program.
- SHARE-BASED COMPENSATION
Warrants
In October 2021, we issued Carvana eight tranches of warrants, comprised ofthree tranches of “short-term warrants” andfive tranches of “long-term warrants,” with the opportunity to purchase a maximum of 7.2 million shares of Class A common stock. The short-term warrants expired unexercised on September 1, 2025, at which point the long-term warrants became probable of vesting; the long-term warrants had an expiration date of September 1, 2027.
On August 31, 2026, we extended the commercial agreement, cancelled the outstanding long-term warrants previously issued to Carvana, and concurrently issued Carvana five tranches of Replacement Warrants, with the opportunity to purchase a maximum of approximately 1.5 million shares of Class A common stock. We accounted for the cancellation and concurrent issuance of the Replacement Warrants as a modification of equity classified non-employee share-based payment awards under ASC 718, Stock Compensation. The Replacement Warrants have an expiration date of August 31, 2028.
The fair values of the Original Warrants and Replacement Warrants were estimated immediately before and after the modification date, respectively, using a BSM. Incremental compensation costs resulting from the modification were measured as the excess of the fair value of the Replacement Warrants over the fair value of the Original Warrants immediately before modification. The BSM uses certain inputs, assumptions and estimates, as follows:
| Original Warrants | Replacement Warrants | |
|---|---|---|
| Expected term (years) | 1.00 | 2.00 |
| Risk-free interest rate | 4.2% | 4.3% |
| Dividend rate | — | — |
| Volatility | 67.9% | 84.7% |
We recognized compensation expense based on our assessment of the probability of and progress toward achieving the applicable policy origination milestones. The Replacement Warrant policy origination thresholds are measured cumulatively from September 1, 2026 through August 31, 2028. Compensation expense for the three and nine months ended September 30, 2026 included amounts related to the Original Warrants and incremental compensation cost resulting from the August 31, 2026 modification, while compensation expense for the comparable 2025 periods related solely to the Original Warrants. For the three and nine months ended September 30, 2026, we recognized compensation expense of $1.9 million and $5.4 million, respectively, compared to $17.2 million for each of the corresponding periods in 2025. Warrant compensation expense is recorded in other insurance expense in the condensed consolidated statements of operations and comprehensive income (loss). All of these warrants are out-of-the-money and, therefore, have no intrinsic value as of September 30, 2026.
The modification resulted in $10.6 million of future incremental compensation cost associated with Replacement Warrant tranches 1 and 2. As of September 30, 2026, total unrecognized warrant compensation costs related to awards considered probable of vesting is approximately $11.7 million, consisting of $1.4 million related to tranche three of the Original Warrants and $10.3 million of incremental compensation cost related to tranche one and two of the Replacement Warrants. The unrecognized compensation cost is expected to be recognized over aweighted-average period of 1.67 years.
The following table provides the maximum remaining unrecognized compensation costs as of September 30, 2026, and other key terms of the Replacement Warrants:
| Replacement Warrants · Exercise Price · Shares Issued(in millions) · Unrecognized Compensation Costs(in millions) · Vesting Condition | ||||||
|---|---|---|---|---|---|---|
| Tranche 1 | $72.44 | 0.3 | $4.8 | 180,000 policy originations | ||
| Tranche 2 | $78.01 | 0.3 | 5.5 | 210,000 policy originations | ||
| Tranche 3 | $83.58 | 0.3 | 5.7 | 250,000 policy originations | ||
| Tranche 4 | $89.15 | 0.3 | 5.9 | 290,000 policy originations | ||
| Tranche 5 | $94.72 | 0.3 | 5.6 | 340,000 policy originations | ||
| Total Replacement Warrants | 1.5 | $27.5 | ||||
Employee Share-Based Compensation
We maintain an equity incentive plan, or the Plan, for the issuance and grant of equity awards (restricted stock, service-based restricted stock units, performance-based restricted stock units, market-based restricted stock units, and incentive and nonqualified stock options) to our officers, directors, employees, and certain advisors. As of September 30, 2026, we had 1.5 million common shares available for issuance under the Plan.
The following table displays share-based compensation expense recorded in the condensed consolidated statements of operations and comprehensive income (loss):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (dollars in millions) | ||||
| Share-based compensation expense: | ||||
| Net investment income | $0.1 | $0.1 | $0.1 | $0.1 |
| Loss and loss adjustment expenses | 1.0 | 1.1 | 2.9 | 2.5 |
| Sales and marketing | 0.4 | 0.3 | 1.1 | 0.8 |
| Other insurance expense | 0.4 | 0.4 | 1.3 | 0.9 |
| Technology and development | 2.4 | 1.8 | 7.2 | 4.6 |
| General and administrative | 4.6 | 7.9 | 12.3 | 17.5 |
| Total share-based compensation expense | $8.9 | $11.6 | $24.9 | $26.4 |
The unrecognized compensation cost and the remaining weighted-average period over which these costs are expected to be recognized for restricted stock units and unvested stock options as of September 30, 2026 is as follows:
| Service-based Restricted Stock Units | Performance-based Restricted Stock Units | Market-based Restricted Stock Units | |
|---|---|---|---|
| (dollars in millions) | |||
| Unrecognized compensation costs | $21.8 | $16.7 | $0.1 |
| Remaining weighted-average period cost is expected to be recognized (in years) | 1.33 | 2.14 | 0.75 |
Restricted Stock Units
A summary of restricted stock units activity for the nine months ended September 30, 2026 is as follows:
| Service-based Restricted Stock Units | Performance-based Restricted Stock Units | Market-based Restricted Stock Units | ||||
|---|---|---|---|---|---|---|
| Restricted Stock Units | Number of Shares | Weighted-AverageGrant Date FairValue per Share | Number of Shares | Weighted-AverageGrant Date FairValue per Share | Number of Shares | Weighted-AverageGrant Date FairValue per Share |
| (in millions, except per share amounts) | ||||||
| Unvested at January 1, 2026 | 0.6 | $47.81 | 0.4 | $93.78 | 0.3 | $5.43 |
| Granted | 0.5 | 45.72 | 0.4 | 44.33 | — | — |
| Change due to performance criteria achievement | — | — | 0.1 | 75.55 | — | — |
| Vested | (0.3) | 52.57 | (0.1) | 86.04 | (0.1) | 5.87 |
| Forfeited, expired or canceled | (0.1) | 59.97 | — | — | — | — |
| Unvested at September 30, 2026 | 0.7 | $43.20 | 0.8 | $66.43 | 0.2 | $5.10 |
Additional information pertaining to restricted stock units for the nine months ended September 30, 2026 and 2025 is as follows:
| Nine Months Ended September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| (dollars in millions) | ||
| Service-based restricted stock units: | ||
| Total grant date fair value of awards granted | $22.8 | $18.5 |
| Total grant date fair value of awards vested | 16.7 | 11.8 |
| Total intrinsic value of awards vested | 16.1 | 53.4 |
| Performance-based restricted stock units: | ||
| Total grant date fair value of awards granted | $18.1 | $17.3 |
| Total grant date fair value of awards vested | 11.4 | — |
| Total intrinsic value of awards vested | 8.1 | — |
| Market-based restricted stock units: | ||
| Total grant date fair value of awards vested | 0.7 | 0.5 |
| Total intrinsic value of awards vested | 5.1 | 10.1 |
Stock Options
A summary of option activity for the nine months ended September 30, 2026 is as follows:
| Options | Number of Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (in Years) | Aggregate Intrinsic Value |
|---|---|---|---|---|
| (in millions, except exercise price and term amounts) | ||||
| Outstanding and exercisable at January 1, 2026 | 0.1 | $34.80 | 2.28 | $5.1 |
| Granted | — | — | ||
| Exercised | — | 1.60 | 1.6 | |
| Forfeited, expired or canceled | — | 130.56 | ||
| Outstanding and exercisable at September 30, 2026 | 0.1 | $41.23 | 1.97 | $1.2 |
- OTHER COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
The following table presents the changes in our accumulated other comprehensive (loss) income, or AOCI, for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (dollars in millions) | ||||
| Beginning balance | $(2.0) | $2.3 | $3.9 | $(2.3) |
| Other comprehensive (loss) income before reclassifications | (10.2) | 1.2 | (16.0) | 5.8 |
| Net realized losses on investments reclassified from AOCI to net income (loss) | 0.5 | — | 0.4 | — |
| Other comprehensive (loss) income | (9.7) | 1.2 | (15.6) | 5.8 |
| Ending balance | $(11.7) | $3.5 | $(11.7) | $3.5 |
- EARNINGS (LOSS) PER SHARE
The following table displays the computation of basic and diluted earnings per share, or EPS, for both Class A and Class B common stock for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in millions, except per share amounts) | ||||
| Numerator: | ||||
| Net income (loss) | $14.4 | $(5.4) | $75.7 | $35.0 |
| Less: Undistributed income allocated to participating securities | 0.6 | — | 3.6 | 1.8 |
| Net income (loss) attributable to common shareholders | 13.8 | (5.4) | 72.1 | 33.2 |
| Denominator: | ||||
| Weighted-average common shares outstanding: basic (both Class A and B) | 15.4 | 15.4 | 15.5 | 15.3 |
| Effect of dilutive securities: | ||||
| Redeemable convertible preferred stock | 0.8 | — | 0.8 | 0.8 |
| Service-based restricted stock units | 0.3 | — | 0.3 | 0.6 |
| Market-based restricted stock units | 0.2 | — | 0.2 | 0.3 |
| Performance-based restricted stock units | 0.1 | — | 0.1 | — |
| Stock options | — | — | 0.1 | 0.1 |
| Weighted-average common shares outstanding: diluted (both Class A and B) | 16.8 | 15.4 | 17.0 | 17.1 |
| Earnings (loss) per common share (both Class A and B): | ||||
| Basic | $0.90 | $(0.35) | $4.65 | $2.17 |
| Diluted | $0.86 | $(0.35) | $4.45 | $2.05 |
For the three months ended September 30, 2025, we operated at a loss and therefore, the conversion of common stock equivalents would increase the denominator of the diluted EPS calculation and create a lower loss per share. Therefore, these common stock equivalents are considered anti-dilutive and diluted EPS is equal to basic EPS. Net losses are not allocated to participating securities, as the holders of such securities are not contractually obligated to share in the Company’s losses. For the three months ended September 30, 2025, net income (loss) attributable to common shareholders is equal to net income (loss).
We excluded the following potentially dilutive common stock equivalents, presented based on amounts outstanding at each period end, from the computation of diluted EPS attributable to common shareholders for the periods indicated because including them would have had an anti-dilutive effect:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in millions) | ||||
| Stock options | — | 0.1 | — | — |
| Service-based restricted stock units | 0.1 | 0.6 | 0.1 | 0.1 |
| Market-based restricted stock units | — | 0.3 | — | — |
| Redeemable convertible preferred stock (as converted to common stock) | — | 0.8 | — | — |
| Warrants to purchase common stock | 1.8 | 7.5 | 1.8 | 7.5 |
| Total | 1.9 | 9.3 | 1.9 | 7.6 |
- GEOGRAPHICAL BREAKDOWN OF GROSS PREMIUMS WRITTEN
Gross premiums written by state is as follows for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, · Nine Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||
| Amount | % of Total | Amount | % of Total | Amount | % of Total | Amount | % of Total | |
| (dollars in millions) | ||||||||
| State: | ||||||||
| Texas | $59.5 | 16.6% | $72.5 | 18.7% | $188.4 | 17.3% | $218.4 | 19.1% |
| Georgia | 35.7 | 10.0 | 47.5 | 12.3 | 120.6 | 11.1 | 135.0 | 11.8 |
| California | 41.0 | 11.5 | 27.3 | 7.1 | 112.2 | 10.3 | 77.3 | 6.8 |
| Florida | 32.7 | 9.1 | 35.5 | 9.2 | 104.9 | 9.7 | 93.4 | 8.2 |
| Pennsylvania | 18.7 | 5.2 | 22.3 | 5.7 | 58.3 | 5.4 | 66.5 | 5.8 |
| Colorado | 16.7 | 4.7 | 19.3 | 5.0 | 50.2 | 4.6 | 59.8 | 5.2 |
| Nevada | 13.9 | 3.9 | 10.5 | 2.7 | 38.5 | 3.5 | 30.8 | 2.7 |
| South Carolina | 11.5 | 3.2 | 15.0 | 3.9 | 34.7 | 3.2 | 43.0 | 3.8 |
| Arizona | 11.5 | 3.2 | 12.8 | 3.3 | 34.6 | 3.2 | 37.9 | 3.3 |
| Oklahoma | 7.5 | 2.1 | 8.9 | 2.3 | 23.7 | 2.2 | 26.9 | 2.3 |
| All other states | 108.8 | 30.5 | 115.6 | 29.8 | 320.1 | 29.5 | 355.2 | 31.0 |
| Total | $357.5 | 100.0% | $387.2 | 100.0% | $1,086.2 | 100.0% | $1,144.2 | 100.0% |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.