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BCS

Current Report · Items 7.01, 8.01, 9.01 · 8-K

Evernorth Holdings Inc.

Regulation FD Disclosure · Other Events

Item 7.01 Regulation FD. On October 12, 2026, Evernorth Holdings Inc., a Nevada corporation (“Evernorth”), issued a press release reflecting the appointment of its new Chief Investment Officer and an updated number of shares of Class A common stock. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference hereto.

Filed Oct 13, 2026Accepted Oct 13, 2026, 6:01 AM EDTCIK 2092592Accession 0001193125-26-419605
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Company context

Evernorth Holdings Inc. (Nasdaq: XRPN) is a publicly traded digital asset treasury company that provides investors with exposure to XRP through a regulated, liquid, and transparent structure. Evernorth holds one of the largest XRP treasuries of any public company and puts that XRP to work, pursuing strategies designed to grow XRP per share over time through institutional and DeFi yield strategies, ecosystem participation, and capital markets activities. To learn more, visit www.evernorth.xyz.

Recent company filings

  1. POS AM filingOct 14, 2026
  2. Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Unregistered Sales of Equity Securities · Material Modification to Rights of Security Holders · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics · Change in Shell Company Status · Regulation FD DisclosureOct 9, 2026
  3. 3 filingOct 9, 2026
  4. 3 filingOct 9, 2026
  5. 3 filingOct 9, 2026

Disclosure sections

Items 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD. On October 12, 2026, Evernorth Holdings Inc., a Nevada corporation (“Evernorth”), issued a press release reflecting the appointment of its new Chief Investment Officer and an updated number of shares of Class A common stock. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference hereto.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Items. In the press release referenced above, Evernorth provided an updated number of shares of Class A common stock issued to investors that entered into delayed funding subscription agreements (the “Delayed Funding Subscribers”). At closing of its business combination with Armada Acquisition Corp. II (the “SPAC”) on October 9, 2026 (the “Closing”), Evernorth issued an aggregate of 1,078,613 shares of Class A common stock (“Class A Common Stock”) to such investors, not 663,510 shares as was indicated in the Current Report on Form 8-K filed after closing due to a clerical error. Such number of shares was equal to the aggregate delayed funding subscription amount, whether in cash or XRP tokens, divided by $10.00 per share. As a result of such updated share count, the following numbers in the Current Report on Form 8-K filed on Friday have changed: Shares of Class A Common Stock issued to investors that entered into advanced funding subscription agreements (the “Advanced Funding Subscribers”) at Closing: 10,669,636 Shares of Class C common stock, par value $0.001 per share (“Class C Common Stock”) issued to Advanced Fundingn Subscribers at Closing: 2,359,038 Shares of Class A Common Stock issued to Delayed Funding Subscribers at Closing: 1,078,613 Shares of Class A Common Stock issued to Arrington XRP Capital Fund, LP (the “Sponsor”) at Closing: 1,199,503 Shares of Class C Common Stock issued to the Sponsor at Closing: 29,033,708 Shares of Class A Common Stock issued to Larsen Lam Children’s Remainder Trust (the “Contributor Related Party Entity”) at Closing: 661,867 Units (the “Company Units”) of Pathfinder Digital Assets LLC (“Pathfinder”) issued to the Contributor Related Party Entity at Closing: 6,491,583 Shares of Class A Common Stock issued and outstanding as of Closing: 23,638,882 Shares of Class C Common Stock issued and outstanding as of Closing: 31,392,746 Beneficial ownership of the Sponsor: Shares of Class A Common Stock: 4,704,137 Shares of Class C Common Stock: 29,033,708 Percentage of Class C Common Stock: 92.5% Shares of Class A Common Stock over which Sponsor will share disposition and voting control with RippleWorks Inc.: 4,215,479 Beneficial ownership of Ripple Labs Inc. – shares of Class A Common Stock: 1,678,382 Beneficial ownership of Chris Larsen – shares of Class A Common Stock: 2,340,249 Beneficial ownership of SBI Holdings, Inc.: Shares of Class A Common Stock: 9,431,914 Shares of Class C Common Stock: 2,359,038 Percentage of Class C Common Stock: 7.5% Total shares of Class A Common Stock issued and sold in the private placements that consummated as of Closing: 15,288,001 Total shares of Class C Common Stock issued and sold in the private placements that consummated as of Closing: 31,392,746 Total Company Units issued and sold by Pathfinder in the private placements that consummated as of Closing: 22,953,128 Percentage of outstanding Class A Common Stock held by former SPAC public shareholders as of Closing: 20.5%
Filed exhibits (1)
EX-99.1 (by filename) d118629dex991.htm

Exhibit 99.1 Evernorth Names Hugo Jeandesboz Chief Investment Officer Former Coinbase Asset Management Co-Chief Investment Officer and Head of Solutions to lead XRP treasury strategy Evernorth also publishes updated number of shares issued to PIPE Delayed Funding Subscribers SAN FRANCISCO - October 12, 2026 - Evernorth Holdings Inc., (Nasdaq: XRPN), a digital asset treasury company building institutional access to the XRP economy at scale, today announced that Hugo Jeandesboz has joined Evernorth as Chief Investment Officer. Mr. Jeandesboz joins Evernorth from Coinbase Asset Management, where he served as Co-Chief Investment Officer and led the firm’s Solutions investment strategies, and reports to Founder and Chief Executive Officer Asheesh Birla. As Chief Investment Officer, Mr. Jeandesboz leads Evernorth’s XRP treasury strategy, including treasury allocation, liquidity management and the active management of Evernorth’s own XRP holdings. He also serves as Evernorth’s senior contact for Evernorth’s trading counterparties and custodians. The role reflects a distinction Evernorth has drawn since its formation. A treasury built to hold an asset needs custody and controls. An a…

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