Evernorth Holdings: SBI holds 6.53M Class A shares

Class C shares have a one-for-one conversion feature, subject to a restriction against the SBI Group Ownership Percentage exceeding 39.9%.

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Form Type

Rhea-AI Filing Summary

Evernorth Holdings Inc. (XRPN) reports that ten percent owner SBI Holdings USA, Inc. directly held 6,529,787 Class A shares and 1,633,180 Class C shares as of October 9, 2026, the date the business combination was completed. Each Class C share is convertible into one Class A share at the holder’s option upon written notice, subject to charter restrictions including the restriction against the SBI Group Ownership Percentage exceeding 39.9%. The underlying Class A shares reported for the Class C stock are separate from the reported Class A holding.

Insights

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Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SBI Holdings USA, Inc.

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Class C Common Stock, par value $0.001 per share ^{F1, F2}	--	--	--
holding	Class A Common Stock, par value $0.001 per share	--	--	--

Holdings After Transaction: Class C Common Stock, par value $0.001 per share — 1,633,180 contracts (Direct); Class A Common Stock, par value $0.001 per share — 6,529,787 shares (Direct)

Footnotes (2)

F1. Each share of Class C Common Stock is convertible into one share of Class A Common Stock at the holder's option upon written notice, subject to Article 4, Sections 4 and 11 of the Issuer's Amended and Restated Articles of Incorporation. Those provisions include the restriction on the SBI Group Ownership Percentage, as defined in the Articles, exceeding 39.9%. Class C Common Stock also converts automatically upon a Transfer, as defined in the Articles, unless the conversion would cause either applicable ownership limit in Article 4, Section 4(b) to be exceeded. The underlying Class A shares reported in Table II are not included in Table I.
F2. The Reporting Person directly holds 1,633,180 shares of Class C Common Stock. No additional consideration is payable upon conversion, and the Class C Common Stock has no expiration date. Reporting the underlying shares does not imply that conversion is presently permitted without regard to the restrictions described in note (1).

Key Figures

Direct Class A shares held: 6,529,787 shares Direct Class C shares held: 1,633,180 shares Class C conversion ratio: 1 Class A share per Class C share +1 more

4 metrics

Direct Class A shares held 6,529,787 shares As of October 9, 2026

Direct Class C shares held 1,633,180 shares As of October 9, 2026

Class C conversion ratio 1 Class A share per Class C share Upon conversion

SBI Group Ownership Percentage restriction 39.9% Restriction on conversion

Key Terms

SBI Group Ownership Percentage, Transfer, Amended and Restated Articles of Incorporation

3 terms

SBI Group Ownership Percentage technical

"restriction on the SBI Group Ownership Percentage ... exceeding 39.9%"

Transfer technical

"automatically upon a Transfer, as defined in the Articles"

Amended and Restated Articles of Incorporation regulatory

"subject to Article 4, Sections 4 and 11"

A company's amended and restated articles of incorporation are an updated, single-version legal document that replaces its original founding papers to reflect changes in the company’s basic rules—like its capital structure, classes of stock, voting rights, or board arrangements. Investors care because these updates can change who controls the company, how dividends or profits are shared, or whether existing shares are diluted; think of it as an updated blueprint that can alter ownership and value.

FAQ

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

How many XRPN shares does SBI Holdings USA report?

As of October 9, 2026, SBI Holdings USA, Inc. directly held 6,529,787 Class A shares and 1,633,180 Class C shares. The underlying Class A shares reported for the Class C stock are separate from the reported Class A holding.

How does SBI Holdings USA’s XRPN Class C stock convert?

Each Class C share is convertible into one Class A share at the holder’s option upon written notice, subject to the charter provisions, including the restriction against the SBI Group Ownership Percentage exceeding 39.9%. Class C also converts automatically upon a defined Transfer unless conversion would exceed either applicable ownership limit.

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

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Available on EDGAR 10/20/2026 - 09:25 PM EDT Accepted by SEC EDGAR 10/20/2026 - 09:24 PM EDT

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^*

SBI Holdings USA, Inc.

(Last)

(First)

(Middle)

2445 AUGUSTINE DRIVE, SUITE 150

(Street)

SANTA CLARA

CALIFORNIA

95054

(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)

X	Form filed by One Reporting Person
	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, par value $0.001 per share	6,529,787	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class C Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	⁽¹⁾	⁽²⁾	Class A Common Stock, par value $0.001 per share	1,633,180⁽²⁾	$0.00⁽²⁾	D

Explanation of Responses:

1. Each share of Class C Common Stock is convertible into one share of Class A Common Stock at the holder's option upon written notice, subject to Article 4, Sections 4 and 11 of the Issuer's Amended and Restated Articles of Incorporation. Those provisions include the restriction on the SBI Group Ownership Percentage, as defined in the Articles, exceeding 39.9%. Class C Common Stock also converts automatically upon a Transfer, as defined in the Articles, unless the conversion would cause either applicable ownership limit in Article 4, Section 4(b) to be exceeded. The underlying Class A shares reported in Table II are not included in Table I.

2. The Reporting Person directly holds 1,633,180 shares of Class C Common Stock. No additional consideration is payable upon conversion, and the Class C Common Stock has no expiration date. Reporting the underlying shares does not imply that conversion is presently permitted without regard to the restrictions described in note (1).

Remarks:

This Form 3 is filed solely by SBI Holdings USA, Inc. (the "Reporting Person"). The holdings reported herein reflect the Reporting Person's holdings as of October 9, 2026, the date of completion of the Issuer's business combination. This report is not filed on behalf of any other person.

	/s/ Shohei Yamada, President and Chief Executive Officer	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)

Source: View Original Filing on SEC EDGAR