5 unchanged sentences
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
−Removed: Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S.
−Removed: Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
+Added: Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
+Added: Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2025, our internal control over financial reporting was effective.
4 unchanged sentences
To the Stockholders and the Board of Directors of Root, Inc.
−Removed: Opinion on Internal Control over Financial Reporting
+Added: Opinion on the Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Root, Inc.
3 unchanged sentences
Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls over Financial Reporting.
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
17 unchanged sentences
Rule 10b5-1 Trading Arrangements
−Removed: On December 13, 2024 , Alexander Timm , the Company’s Chairman of the Board and Chief Executive Officer , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”).
−Removed: Timm’s 10b5-1 Plan provides for the potential sale of up to 147,652 shares of Class A common stock and terminates no later than March 13, 2026 .
+Added: On December 1, 2025 , Jonathan Allison , the Company’s Chief Administrative Officer , modified a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”).
+Added: Allison’s 10b5-1 Plan provides for the potential sale of up to 46,477 shares of Class A common stock and terminates no later than March 3, 2027 .
On December 9, 2025 , Mahtiyar Bonakdarpour , the Company’s President and Chief Technology Officer , entered into a 10b5-1 Plan.
Bonakdarpour’s 10b5-1 Plan provides for the potential sale of up to 84,883 shares of Class A common stock and terminates no later than March 15, 2027 .
−Removed: On December 13, 2024 , Douglas Ulman , a member of the Company’s Board of Directors , entered into a 10b5-1 Plan.
−Removed: Ulman’s 10b5-1 Plan provides for the potential sale of up to 7,000 shares of Class A common stock and terminates no later than March 13, 2026 .
+Added: On December 11, 2025 , Douglas Ulman , a member of the Company’s Board of Directors , terminated a 10b5-1 Plan .
+Added: On December 12, 2025 , Alexander Timm , the Company’s Chairman of the Board and Chief Executive Officer , entered into a 10b5-1 Plan.
+Added: Timm’s 10b5-1 Plan provides for the potential sale of up to 181,991 shares of Class A common stock and terminates no later than March 16, 2027 .
+Added: On December 15, 2025 , Megan Binkley , the Company’s Chief Financial Officer , entered into a 10b5-1 Plan.
+Added: Binkley’s 10b5-1 Plan provides for the potential sale of up to 22,500 shares of Class A common stock and terminates no later than April 2, 2027 .
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
2 unchanged sentences
The information required by this Item is incorporated by reference in the definitive proxy statement for our Annual Meeting of Stockholders to be held on or about June 3, 2026.
−Removed: This proxy statement is referred to in this report as the 2025 Proxy Statement.
−Removed: We will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement in a section entitled “Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.
+Added: The proxy statement is referred to in this report as the 2026 Proxy Statement.
+Added: We will provide disclosure of delinquent Section 16(a) reports in the 2026 Proxy Statement in a section entitled “Delinquent Section 16(a) Reports,” and such disclosure is incorporated herein by reference.
We have adopted the Amended and Restated Insider Trading Policy governing the purchase or sale of our securities by our officers, employees and members of the Board of Directors, as well as designated consultants, and have implemented procedures that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of The Nasdaq Stock Market.
24 unchanged sentences
4.2 Description of Securities
−Removed: 10-K 001-39658 4.2 February 21, 2024
4.3 Common Stock Purchase Warrants, dated as of October 1, 2021, by and between Root, Inc.
71 unchanged sentences
8-K 001-39658 10.1 October 26, 2023
−Removed: 2024 Short-Term Incentive Plan
10.28 First Amendment to Term Loan Agreement, dated September 17, 2024, by and among the Company, Caret Holdings, Inc., as borrower, the loan parties party thereto and Acquiom Agency Services LLC, as the administrative agent for the lenders party thereto
6 unchanged sentences
2020 Equity Incentive Plan Performance-Based RSU Award Grant Notice and Agreement (202 5 Grant)
−Removed: 8-K 001-39658 10.1 November 15, 2024
Form of Root, Inc.
2020 Equity Incentive Plan Performance-Based RSU Award Grant Notice and Agreement Retirement-Eligible (202 5 Grant)
−Removed: 8-K 001-39658 10.2 November 15, 2024
Executive Employment Agreement with Jon Allison
−Removed: 19.1 Amended and Restated Ins ider Trading Policy
+Added: 10-K 001-39658 10.34 February 26, 2025
+Added: Non-Employee Director Compensation Policy adopted February 20, 2025
+Added: 10-Q 001-39658 10.1 May 7, 2025
+Added: Form of Root, Inc.
+Added: Non-Employee Director Deferral Form
+Added: 10-Q 001-39658 10.2 May 7, 2025
+Added: 2025 Short-Term Incentive Plan
+Added: 10-Q 001-39658 10.3 May 7, 2025
+Added: Amended and Restated Form of Root, Inc.
+Added: 2020 Equity Incentive Plan Performance-Based RSU Award Grant Notice and Agreement (2024 Grant)
+Added: 10-Q 001-39658 10.1 August 6, 2025
+Added: Amended and Restated Form of Root, Inc.
+Added: 2020 Equity Incentive Plan Performance-Based RSU Award Grant Notice and Agreement Retirement-Eligible (2024 Grant)
+Added: 10-Q 001-39658 10.2 August 6, 2025
+Added: Policy for the Acceleration of Equity Awards in the Event of Death
+Added: 10-Q 001-39658 10.3 August 6, 2025
+Added: Non-Employee Director Compensation Policy adopted May 1, 2025
+Added: 10-Q 001-39658 10.4 August 6, 2025
+Added: RSU Award Grant Notice (Non-Employee Director Deferral)
+Added: 10-Q 001-39658 10.1 November 5, 2025
+Added: Amended and Restated Root, Inc.
+Added: Non-Employee Director Deferral Form
+Added: 19.1 Amended and Restated Insider Trading Policy
+Added: 10-K 001-39658 19.1 February 26, 2025
21.1 List of Subsidiaries of Root, Inc.
7 unchanged sentences
Compensation Recovery Policy
+Added: 10-K 001-39658 97.1 February 26, 2025
101.INS Inline XBRL Instance Document
17 unchanged sentences
POWER OF ATTORNEY
−Removed: 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 full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S.
−Removed: 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 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, and either of them, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
+Added: 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 full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the United States 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 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, and either of them, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
21 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.