EX-FILING FEES 2 calculationoffilingfeetabl.htm EX-FILING FEES Document
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Root, Inc
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type
Security Class Title
Fee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price
Fee Rate
Amount of Registration Fee
Equity
2020 Equity Incentive Plan Class A Common Stock, par value $0.0001 per share
Other(2)
1,163,194(3)
$4.44$5,164,581.36$0.0001102$569.14
Equity
2020 Employee Stock Purchase Plan
Class A Common Stock, par value $0.0001 per share

Other(4)
141,857(5)
$3.78$536,219.46$0.0001102$59.10
Total Offering Amounts
$5,700,800.82
Total Fees Previously Paid
Total Fee Offset
Net Fee Due
$628.24

1.Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock that become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of Root, Inc.’s (the “Registrant”) outstanding shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”).
2.Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee on the basis of $4.44 per share, which is the average of the high and low prices of the Class A Common Stock as reported on The Nasdaq Global Select Market on May 26, 2023, rounded up to the nearest cent.
3.Represents additional shares of the Class A Common Stock reserved for future grant under the Root, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) (i) as a result of the automatic increase in shares reserved thereunder on January 1, 2022, pursuant to the terms of the 2020 Plan and (ii) pursuant to the share counting provisions of the 2020 Plan upon the cancellation, expiration, forfeiture, withholding or other termination of awards without delivery of shares. The number of shares of Class A Common Stock reserved under the 2020 Plan will automatically increase on January 1 of each year, beginning on January 1, 2021 and continuing through and including January 1, 2030, by 4% of the total number of shares of the Registrant’s common stock (including both the Class A Common Stock and the Registrant’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) outstanding on December 31 of



the preceding calendar year; provided, however, that the Registrant’s board of directors may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares of Class A Common Stock.
4.Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee on the basis of $4.44 per share, which is the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the Nasdaq Global Select Market on May 26, 2023, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the Root, Inc. 2020 Employee Stock Purchase Plan (the “2020 ESPP”), rounded up to the nearest cent.
5.Represents additional shares of the Class A Common Stock reserved for future grant under the 2020 ESPP as a result of the automatic increase in shares reserved thereunder on January 1, 2022 pursuant to the terms of the 2020 ESPP. The number of shares of Class A Common Stock reserved under the 2020 Plan will automatically increase on January 1 of each year, beginning on January 1, 2021 and continuing through and including January 1, 2030, by 1% of the total number of shares of the Registrant’s common stock (including both the Class A Common Stock and Class B Common Stock) outstanding on December 31 of the preceding calendar year; provided, however, that the Registrant’s board of directors may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares of Class A Common Stock.