Beneficial Ownership Report · SCHEDULE 13G
Evernorth Holdings Inc.
XRPNNASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13G
primary_doc.xml
Subject company
- Company
- Evernorth Holdings Inc.
- Company CIK
- 0002092592
- Street
- 600 Battery Street
- City
- San Francisco
- State / country code
- CA
- Postal code
- 94111
Statement details
- Security class
- Class A Common Stock, par value $0.001 per share
- Event date
- 10/09/2026
- Rule designation
- Rule 13d-1(c)
Reporting person 1
- Name
- Arrington XRP Capital Fund, LP
- Citizenship / organization
- DE
- Reporting person type
- PN
- Aggregate amount owned
- 4,704,137
- Percent of class
- 19.9
- Sole voting power
- 3,504,634
- Shared voting power
- 1,199,503
- Sole dispositive power
- 3,504,634
- Shared dispositive power
- 1,199,503
- Aggregate excludes certain shares
- Y
- Comments
- Row (9) excludes 29,033,708 shares of non-voting Class C Common Stock (convertible into Class A Common Stock but not within 60 days, as conversion is blocked by the 19.9% RippleWorks Maximum Ownership Restriction in the issuer's Amended and Restated Articles of Incorporation) and 84,653 shares of Class A Common Stock underlying warrants (issuance above the 19.9% cap is likewise blocked). All percentages are based on 23,638,882 shares of Class A Common Stock outstanding as of October 9, 2026.
Reporting person 2
- Name
- Arrington Capital Management, LLC
- Citizenship / organization
- DE
- Reporting person type
- OO
- Aggregate amount owned
- 4,704,137
- Percent of class
- 19.9
- Sole voting power
- 3,504,634
- Shared voting power
- 1,199,503
- Sole dispositive power
- 3,504,634
- Shared dispositive power
- 1,199,503
- Aggregate excludes certain shares
- Y
- Comments
- Row (9) excludes 29,033,708 shares of non-voting Class C Common Stock (convertible into Class A Common Stock but not within 60 days, as conversion is blocked by the 19.9% RippleWorks Maximum Ownership Restriction in the issuer's Amended and Restated Articles of Incorporation) and 84,653 shares of Class A Common Stock underlying warrants (issuance above the 19.9% cap is likewise blocked). All percentages are based on 23,638,882 shares of Class A Common Stock outstanding as of October 9, 2026.
Reporting person 3
- Name
- Jack Michael Arrington
- Citizenship / organization
- X1
- Reporting person type
- IN
- Aggregate amount owned
- 4,704,137
- Percent of class
- 19.9
- Sole voting power
- 3,504,634
- Shared voting power
- 1,199,503
- Sole dispositive power
- 3,504,634
- Shared dispositive power
- 1,199,503
- Aggregate excludes certain shares
- Y
- Comments
- Row (9) excludes 29,033,708 shares of non-voting Class C Common Stock (convertible into Class A Common Stock but not within 60 days, as conversion is blocked by the 19.9% RippleWorks Maximum Ownership Restriction in the issuer's Amended and Restated Articles of Incorporation) and 84,653 shares of Class A Common Stock underlying warrants (issuance above the 19.9% cap is likewise blocked). All percentages are based on 23,638,882 shares of Class A Common Stock outstanding as of October 9, 2026.
Item 1
Issuer
Evernorth Holdings Inc.
Principal executive office address
600 Battery Street, San Francisco, California 94111
Item 2
Citizenship
Each of the Fund and the GP is organized under the laws of the State of Delaware; Mr. Arrington is a United States citizen.
Filing person
This statement is filed by (i) Arrington XRP Capital Fund, LP, a Delaware limited partnership (the "Fund"), the holder of record of the securities; (ii) Arrington Capital Management, LLC, a Delaware limited liability company and the general partner of the Fund (the "GP"); and (iii) Jack Michael Arrington, a United States citizen and the managing member of the GP (collectively, the "Reporting Persons"). The GP and Mr. Arrington may each be deemed to have voting and dispositive power over the shares of Class A Common Stock held by the Fund and disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. Each Reporting Person disclaims membership in any group and disclaims beneficial ownership of any securities held by RippleWorks, Inc. except to the extent of its pecuniary interest therein.
Principal business or residence address
c/o Arrington XRP Capital Fund, LP, 382 NE 191st St., Suite 52895, Miami, Florida 33179-3899
Item 3
Not applicable indication
Y
Item 4
Percent of class
19.9%
Amount beneficially owned
4,704,137. The Reporting Persons also hold 29,033,708 shares of Class C Common Stock (non-voting, convertible on a one-for-one basis into Class A Common Stock) and warrants to purchase 84,653 shares of Class A Common Stock. None of such Class C shares or warrant shares is included in the amounts reported herein because the issuer's Amended and Restated Articles of Incorporation provide that such shares shall not be converted or issued to the extent such conversion or issuance would cause the RippleWorks Attributed Ownership Percentage (as defined therein) to exceed 19.9%; accordingly, such shares are not convertible or issuable, and are not acquirable within 60 days.
Sole voting power
3,504,634
Shared voting power
1,199,503
Sole dispositive power
3,504,634
Shared dispositive power
1,199,503
Item 5
Not applicable indication
Y
Item 6
Not applicable indication
N
Ownership on behalf of another person
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 Schedule 13G. 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. RippleWorks may therefore be deemed to share voting and dispositive power over the DAT Side Pocket Shares.
Item 7
Not applicable indication
Y
Item 8
Not applicable indication
N
Group members
This statement is filed by Arrington XRP Capital Fund, LP, together with its general partner, Arrington Capital Management, LLC and Jack Michael Arrington, the managing member of the general partner. The Reporting Person disclaims membership in any group and disclaims beneficial ownership of any securities held by RippleWorks, Inc. except to the extent of its pecuniary interest therein.
Item 9
Not applicable indication
Y
Item 10
Not applicable indication
N
Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Exhibits
The Reporting Persons have entered into a Joint Filing Agreement with respect to the joint filing of this statement and any amendments hereto pursuant to Rule 13d-1(k)(1), filed herewith as Exhibit 99.1.
Signature 1
- Reporting person
- Arrington XRP Capital Fund, LP
- Signed
- /s/ Jack Michael Arrington
- Title
- By: Arrington Capital Management, LLC, its general partner; By: Jack Michael Arrington, Managing Member
- Date
- 10/19/2026
Signature 2
- Reporting person
- Arrington Capital Management, LLC
- Signed
- /s/ Jack Michael Arrington
- Title
- Jack Michael Arrington, Managing Member
- Date
- 10/19/2026
Signature 3
- Reporting person
- Jack Michael Arrington
- Signed
- /s/ Jack Michael Arrington
- Title
- Jack Michael Arrington
- Date
- 10/19/2026
Filed exhibits
- EX-99.1 ↗ck0000000000-ex99_1.pdf
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.