Evernorth: Arrington reports 29M Class C shares

Evernorth Holdings Inc. (XRPN) reports that, as of October 9, 2026, Arrington XRP Capital Fund, LP held 29,033,708 Class C shares, 4,704,137 Class A shares and 84,653 warrants exercisable for Class A shares.

Rhea-AI Filing Summary

Evernorth Holdings Inc. (XRPN) reports that, as of October 9, 2026, Arrington XRP Capital Fund, LP held 29,033,708 Class C shares, 4,704,137 Class A shares and 84,653 warrants exercisable for Class A shares. The three reporting persons—Arrington XRP Capital Fund, LP, Arrington Capital Management, LLC, and Jack Michael Arrington—are each identified as ten percent owners. The Fund and Arrington Capital Management disclaim beneficial ownership except to the extent of their respective pecuniary interests. Class C shares are non-voting and convertible one-for-one, subject to a 19.9% RippleWorks Attributed Ownership Percentage limit. Each warrant is exercisable for one Class A share at $11.50 and expires October 9, 2031.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Arrington XRP Capital Fund, LP, Arrington Capital Management, LLC, ARRINGTON JACK MICHAEL

Role 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Class C Common Stock F1, F2, F3, F4	--	--	--
holding	Warrants F1, F5	--	--	--
holding	Class A Common Stock F1, F3, F4	--	--	--

Holdings After Transaction: Class C Common Stock — 29,033,708 contracts (Direct); Warrants — 84,653 contracts (Direct); Class A Common Stock — 4,704,137 shares (Direct)

Footnotes (5)

1. 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.
2. 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.
3. 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.
4. F4. (Continued from footnote 3) RippleWorks may therefore be deemed to share voting and dispositive power over the DAT Side Pocket Shares.
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.

Key Figures

Class C shares held: 29,033,708 shares Class A shares held: 4,704,137 shares Warrants: 84,653 warrants +5 more

8 metrics

Class C shares held 29,033,708 shares Arrington XRP Capital Fund, LP holdings as of October 9, 2026

Class A shares held 4,704,137 shares Arrington XRP Capital Fund, LP holdings as of October 9, 2026

Warrants 84,653 warrants Each warrant is exercisable for one Class A share

Warrant exercise price $11.50 per share Each warrant is exercisable for one Class A share

Class C conversion ratio 1 Class A share per Class C share Conversion is subject to the RippleWorks Attributed Ownership Percentage limit

Conversion limit 19.9% RippleWorks Attributed Ownership Percentage

Class A DAT Side Pocket Shares 1,199,503 shares Held by the Fund under a letter agreement with RippleWorks Inc.

Warrant expiration October 9, 2031 Expiration date for the reported warrants

Key Terms

RippleWorks Attributed Ownership Percentage, DAT Side Pocket Shares, pecuniary interest, non-redeemable private placement warrants

4 terms

RippleWorks Attributed Ownership Percentage regulatory

"would cause the RippleWorks Attributed Ownership Percentage to exceed 19.9%"

DAT Side Pocket Shares technical

"collectively, the DAT Side Pocket Shares"

pecuniary interest regulatory

"except to the extent of their respective pecuniary interest therein"

non-redeemable private placement warrants technical

"non-redeemable private placement warrants held by the Fund"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What holdings did Arrington XRP Capital Fund report in Evernorth (XRPN)?

As of October 9, 2026, Arrington XRP Capital Fund, LP reported 29,033,708 Class C shares, 4,704,137 Class A shares and 84,653 warrants exercisable for Class A shares. The Fund is controlled by Arrington Capital Management, LLC.

What are the terms of the XRPN warrants held by Arrington XRP Capital Fund?

The Fund reported 84,653 warrants, each exercisable for one Class A share at an $11.50 exercise price; they expire October 9, 2031. The warrants are non-redeemable private placement warrants and have no voting rights.

What rights does RippleWorks have over XRPN side-pocket shares?

A letter agreement covers 1,199,503 Class A shares and 29,033,708 Class C shares held by the Fund as DAT Side Pocket Shares. RippleWorks Inc. may direct voting of shares entitled to vote, and the Fund must consult RippleWorks about dispositions. RippleWorks may be deemed to share voting and dispositive power over those shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding Insider Trading Forms →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/19/2026 - 09:35 PM EDT Accepted by SEC EDGAR 10/19/2026 - 09:35 PM EDT Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Arrington XRP Capital Fund, LP

(Last) (First) (Middle)

C/O ARRINGTON XRP CAPITAL FUND, LP

382 NE 191ST ST., SUITE 52895

(Street)

MIAMI FLORIDA 33179-3899

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
10/09/2026

3. Issuer Name and Ticker or Trading Symbol
Evernorth Holdings Inc. [ XRPN ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	4,704,137	D(1)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class C Common Stock	(1)(2)(3)(4)	(1)(2)(3)(4)	Class A Common Stock	29,033,708(1)(2)(3)(4)	(1)(2)(3)(4)	D
Warrants	10/09/2026	10/09/2031	Class A Common Stock	84,653(1)(5)	$11.5	D

1. Name and Address of Reporting Person^*

Arrington XRP Capital Fund, LP

(Last) (First) (Middle)

C/O ARRINGTON XRP CAPITAL FUND, LP

382 NE 191ST ST., SUITE 52895

(Street)

MIAMI FLORIDA 33179-3899

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Arrington Capital Management, LLC

(Last) (First) (Middle)

C/O ARRINGTON XRP CAPITAL FUND, LP

382 NE 191ST ST., SUITE 52895

(Street)

MIAMI FLORIDA 33179-3899

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ARRINGTON JACK MICHAEL

(Last) (First) (Middle)

C/O ARRINGTON XRP CAPITAL FUND, LP

382 NE 191ST ST., SUITE 52895

(Street)

MIAMI FLORIDA 33179-3899

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. (Continued from footnote 3) RippleWorks may therefore be deemed to share voting and dispositive power over the DAT Side Pocket Shares.

5. 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	10/19/2026
	Arrington Capital Management, LLC, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member	10/19/2026
	By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington	10/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)