- Evernorth Holdings filed with the SEC to register the resale of ~73.7M Class A common shares
- Selling shareholders include SBI Holdings, Ripple, Arrington XRP Capital Fund & Chris Larsen
- Evernorth will not receive proceeds from the resale, except from exercise of sponsor warrants at $11.50
- A separate deal with CF Principal Investments will raise $80.7M to purchase additional XRP
- XRPN closed at $14.20 (-3.47%); XRP traded near $1.24, down ~7% on the week
SEC Filing Details
Ripple-backed XRP treasury company Evernorth Holdings filed with the US Securities and Exchange Commission to register the resale of 73,688,162 Class A common shares, plus 239,653 additional shares issuable upon exercise of sponsor warrants.
ripple:native | Ripple-Backed Evernorth Holding Files S-1 with US SEC
Evernorth (Nasdaq: XRPN) filed an S-1 to register the resale of up to 73.7M shares by existing holders (Arrington, Ripple, SBI affiliates, Larsen-related trust & others). Company receives no proceeds from these sales.
— Rednirav (@CryptoRednirav) October 31, 2026
The filing covers three tranches: approximately 19.1 million shares already issued to existing holders, up to 31.4 million more issuable on conversion of Class C common stock, and up to 22.95 million arising from redemption or exchange of company units.
The sponsor warrants carry an exercise price of $11.50 and are held by Arrington XRP Capital Fund, Cohen & Company Securities, and Northland Securities.
Selling Shareholders & Company Finances
The selling shareholders named in the filing include SBI Holdings and its subsidiaries, Ripple, Arrington XRP Capital Fund, co-founder Chris Larsen, Payward (Kraken’s parent), and Gumi.
Evernorth will not receive proceeds from these share sales, with the exception of any cash raised if the sponsor warrants are exercised. Registration costs will be covered by Evernorth while sellers bear their own commissions and discounts.
A separate arrangement with CF Principal Investments, a Cantor Fitzgerald affiliate, will have Evernorth issue 5.2 million Class A shares for approximately $80.7 million, with proceeds earmarked to purchase additional XRP for the company’s treasury.
XRPN & XRP Market Performance
XRPN shares closed at $14.20 on Friday, a 3.47% decline, amid broader XRP and cryptocurrency market selloffs during the week. In after-hours trading, shares edged slightly higher. XRP was trading near $1.24, down approximately 7% over the week.
The filing comes as XRP-focused treasury companies and tokenized equities structures gain traction in the broader market following the SEC’s introduction of temporary trading exemptions for certain tokenized securities.
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