X0607 3 2026-10-09 0 0002092592 Evernorth Holdings Inc. XRPN 0001727934 Arrington XRP Capital Fund, LP false C/O ARRINGTON XRP CAPITAL FUND, LP 382 NE 191ST ST., SUITE 52895 MIAMI FL 33179-3899 false false true false 0002087115 Arrington Capital Management, LLC false C/O ARRINGTON XRP CAPITAL FUND, LP 382 NE 191ST ST., SUITE 52895 MIAMI FL 33179-3899 false false true false 0002084390 ARRINGTON JACK MICHAEL false C/O ARRINGTON XRP CAPITAL FUND, LP 382 NE 191ST ST., SUITE 52895 MIAMI FL 33179-3899 false false true false Class A Common Stock 4704137 D Class C Common Stock Class A Common Stock 29033708 D Warrants 11.50 2026-10-09 2031-10-09 Class A Common Stock 84653 D 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. 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. 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. (Continued from footnote 3) RippleWorks may therefore be deemed to share voting and dispositive power over the DAT Side Pocket Shares. 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. Arrington XRP Capital Fund, LP, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member, Arrington Capital Management, LLC, its general partner 2026-10-19 Arrington Capital Management, LLC, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member 2026-10-19 By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington 2026-10-19