Initial Beneficial Ownership · 3
Evernorth Holdings Inc.
XRPNNASDAQEQUITYCurrent
Initial Beneficial Ownership
Structured filing — 3
ownership.xml
Filing details
- Report period
- 2026-10-09
- Issuer
- Evernorth Holdings Inc.
- Issuer CIK
- 0002092592
- Trading symbol
- XRPN
Reporting owner 1
- Name
- Arrington XRP Capital Fund, LP
- Reporting owner CIK
- 0001727934
- Relationship
- 10% owner
- Address
- C/O ARRINGTON XRP CAPITAL FUND, LP, 382 NE 191ST ST., SUITE 52895, MIAMI, FL, 33179-3899
Reporting owner 2
- Name
- Arrington Capital Management, LLC
- Reporting owner CIK
- 0002087115
- Relationship
- 10% owner
- Address
- C/O ARRINGTON XRP CAPITAL FUND, LP, 382 NE 191ST ST., SUITE 52895, MIAMI, FL, 33179-3899
Reporting owner 3
- Name
- ARRINGTON JACK MICHAEL
- Reporting owner CIK
- 0002084390
- Relationship
- 10% owner
- Address
- C/O ARRINGTON XRP CAPITAL FUND, LP, 382 NE 191ST ST., SUITE 52895, MIAMI, FL, 33179-3899
Non-derivative holdings
| Security | Amount owned | Ownership |
|---|---|---|
| Class A Common Stock | 4,704,137 | D[F1][F3][F4] |
Table key
- D
- Direct
Derivative holdings
| Security | Conversion / exercise price | Exercisable | Expires | Underlying security | Underlying shares | Ownership |
|---|---|---|---|---|---|---|
| Class C Common Stock | [F1][F2][F3][F4] | [F1][F2][F3][F4] | [F1][F2][F3][F4] | Class A Common Stock | 29,033,708[F1][F2][F3][F4] | D |
| Warrants | 11.50 | 2026-10-09 | 2031-10-09 | Class A Common Stock | 84,653[F1][F5] | D |
Table key
- D
- Direct
Footnotes
- F1
- This Form 3 is being filed by Arrington XRP Capital Fund, LP (the "Fund"). The Fund is controlled by Arrington Capital Management, LLC ("Arrington GP"). Accordingly, all of the securities held by the Fund may be deemed to be beneficially held by Arrington GP. The Fund and Arrington GP under this Form 3 each disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.↩ 1↩ 2↩ 3↩ 4↩ 5↩ 6
- F2
- Each share of Class C Common Stock is convertible into one share of Class A Common Stock at the holder's election, subject to the issuer's Amended and Restated Articles of Incorporation, which provide that no such conversion shall be given effect to the extent it would cause the RippleWorks Attributed Ownership Percentage (as defined therein) to exceed 19.9%. The Class C Common Stock is non-voting and has no expiration date.↩ 1↩ 2↩ 3↩ 4
- F3
- Pursuant to a letter agreement, dated October 17, 2025, between the Fund and RippleWorks Inc. ("RippleWorks"), the Fund and RippleWorks have agreed to certain arrangements with respect to 1,199,503 shares of Class A Common Stock and 29,033,708 shares of Class C Common Stock held by the Fund (collectively, the "DAT Side Pocket Shares") as of the date of this Form 3. Under the letter agreement: (i) RippleWorks has the right to direct the voting of the DAT Side Pocket Shares that are entitled to vote, and the Fund votes such shares in accordance with RippleWorks' instructions; if RippleWorks does not timely provide voting instructions, the Fund votes such shares in accordance with the Issuer's board of directors' recommendation, or, if the board has made no recommendation, in the Fund's sole discretion; and (ii) the Fund is required to consult with RippleWorks regarding the disposition of the DAT Side Pocket Shares.↩ 1↩ 2↩ 3↩ 4↩ 5
- F4
- (Continued from footnote 3) RippleWorks may therefore be deemed to share voting and dispositive power over the DAT Side Pocket Shares.↩ 1↩ 2↩ 3↩ 4↩ 5
- F5
- Each warrant is exercisable for one share of Class A Common Stock. The warrants are non-redeemable private placement warrants held by the Fund and have no voting rights.↩ 1
Signature 1
- Signed
- Arrington XRP Capital Fund, LP, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member, Arrington Capital Management, LLC, its general partner
- Date
- 2026-10-19
Signature 2
- Signed
- Arrington Capital Management, LLC, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member
- Date
- 2026-10-19
Signature 3
- Signed
- By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington
- Date
- 2026-10-19
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.