Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



As previously reported, on January 26, 2022, Root, Inc. (the "Company") entered
into that certain Term Loan Agreement (the "Term Loan Agreement"), by and among
the Company, Caret Holdings, Inc., as borrower, the other loan parties party
thereto, the lenders party thereto (the "Lenders") and Acquiom Agency Services
LLC, as the administrative agent for the Lenders. On January 27, 2022, the
Company received funding in the principal amount of $300 million in accordance
with the terms of the Term Loan Agreement, resulting in net proceeds to the
Company of approximately $285 million (after deducting lender fees and other
expenses related to the transaction).
The description of the Term Loan Agreement is set forth under Item 1.01 in the
Current Report on Form 8-K previously filed by the Company with the U.S.
Securities and Exchange Commission (the "SEC") on January 27, 2022 (the "Prior
8-K"), which description is incorporated herein by reference. Such description
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Term Loan Agreement, which was filed as Exhibit 10.1 to the
Prior 8-K and is incorporated herein by reference.
Forward Looking Statements

This Current Report on Form 8-K and any oral related statements made by
representatives of the Company may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements may relate to, among
other things, expectations, estimates and projections concerning the timing and
success of the proposed transaction announced herein, future operations,
strategies, plans, partnerships, investments, financial results or other
developments, and are subject to assumptions, risks and uncertainties.
Statements such as "guidance", "expect", "anticipate", "strong", "believe",
"intend", "goal", "objective", "target", "position", "potential", "will", "may",
"would", "should", "can", "deliver", "accelerate", "enable", "estimate",
"projects", "outlook", "opportunity", "expansion", "creation" or similar words,
as well as specific projections of future events or results qualify as
forward-looking statements. Forward-looking statements, by their nature, are
subject to a variety of inherent risks and uncertainties that could cause actual
results to differ materially from the results projected. Many of these risks and
uncertainties cannot be controlled by the Company. Factors that may cause the
Company's actual decisions or results to differ materially from those
contemplated by these forward-looking statements include, but are not limited to
the Company's realization of expected benefits related to the transactions
disclosed herein and the factors that can be found in the Company's Form 10-K
and Forms 10-Q filed with the SEC. Forward-looking statements speak only as of
the date the statement was made and the Company undertakes no obligation to
update such forward-looking statements. There can be no assurance that other
factors not currently disclosed or anticipated by the Company will not
materially adversely affect our results of operations or plans. Investors are
cautioned not to place undue reliance on any forward-looking statements made by
us or on our behalf.
Item 9.01  Financial Statements and Exhibits.
(d)  Exhibits
The following exhibit relating to Item 7.01 shall be deemed to be furnished:
Exhibit No.              Description
                           Term Loan Agreement, dated January 26, 2022, by and among the Company,
                         Caret Holdings, Inc., as borrower, the other loan

parties party thereto, the


                         lenders party thereto and Acquiom Agency Services

LLC, as the administrative


                         agent for the lenders party thereto (Incorporated

by reference to Exhibit


                         10.1 to the Current Report on Form 8-K as filed with the SEC on January 27,
10.1+*                   2022).
                         The cover page from this Current Report on Form 8-K, formatted in Inline
104                      XBRL.


+ Previously filed with the Prior 8-K.
* Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item
601(b)(10). The Company agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the SEC upon request.

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