Evernorth updates SEC filing for $1B XRP treasury

Ripple-backed Evernorth Holdings has amended its SEC registration statement after finalizing employment terms for three senior executives as it works toward a Nasdaq listing and a planned $1 billion public XRP treasury.

• Evernorth filed Amendment No. 5 to its Form S-4 registration statement with the SEC.
• Three executives secured employment agreements, including equity awards worth up to $4.5 million.
• Evernorth plans to merge with Armada Acquisition Corp II and trade on Nasdaq under XRPN.
• Falling XRP prices reduced the company's combined holdings to approximately $640 million.

Evernorth disclosed new employment agreements for chief legal officer Jessica Jonas, chief business officer Sagar Shah and chief operating officer Meg Nakamura in its latest filing with the U.S. Securities and Exchange Commission.

Each executive is eligible for an annual bonus equal to 50% of their base salary. The compensation packages also include restricted stock units and employee benefits, according to the amended Form S-4.

Jonas would receive an initial equity award valued at approximately $4.5 million. Shah and Nakamura would each receive an award worth about $2.8 million.

The awards fall under Evernorth's 2026 Omnibus Incentive Plan. They remain subject to shareholder approval and authorization from the compensation committee of the company's board, meaning the disclosed amounts have not yet become unconditional payouts.

The agreements complete the company's disclosed compensation arrangements for its main leadership team. Evernorth had previously finalized employment terms for CEO Asheesh Birla and chief financial officer Matt Frymier.

Evernorth's fourth amended Form S-4, filed earlier in July, set Birla's base salary and outlined an initial equity award valued at approximately $44 million. The package included vesting conditions linked to his continued employment and the proposed transaction.

Frymier's agreement included a base salary, annual bonus eligibility and an equity award valued at about $5.6 million. Evernorth also disclosed $750,000 restricted stock unit awards for executives, subject to board committee and shareholder approval.

The latest filing indicates that Evernorth is continuing to settle its governance and compensation structure before completing its business combination with Armada Acquisition Corp II.

Armada is a special purpose acquisition company sponsored by Arrington Capital. If shareholders and regulators clear the transaction, the combined company plans to list on Nasdaq under the ticker XRPN.

Evernorth has disclosed more than $1 billion in expected gross proceeds backed by investors including Ripple, SBI Holdings, Pantera Capital, Kraken and Arrington Capital. The company aims to use the capital to establish what it describes as the largest publicly traded XRP treasury.

A completed transaction would give U.S. stock-market investors another way to gain indirect exposure to XRP through a publicly traded company. Unlike direct token ownership, investors would hold shares in a corporate treasury whose value could also depend on operating expenses, management decisions and changes in the market value of its XRP holdings.

The S-4 process gives the SEC an opportunity to review disclosures covering the merger, executive compensation, financial risks and the proposed company's business model. Filing an amended registration statement does not mean the regulator has approved the transaction.

Evernorth has also appointed several directors with ties to the cryptocurrency and financial sectors. Its proposed board includes Ripple chief legal officer Stuart Alderoty, Birla, Ted Janus, OpenAI Foundation CFO Robert Kaiden and Antalpha COO Derar Islim.

Separately, Evernorth launched a Japanese-language account earlier in July to publish local updates and explain market developments. The company opened the account by stating:

"Japan believed in XRP early on. Together, we will build from here."

Evernorth has not announced a Japanese office, license, investment or product through the account. It also said the channel would not discuss XRP prices.

XRP was trading between $1.05 and $1.09, with the token recently quoted near $1.07. It had fallen about 2% over 24 hours and more than 5% during the previous week, while trading volume declined by approximately 10%.

That weakness reduced the reported value of Evernorth's combined XRP holdings to about $640 million. The company also disclosed a $38.4 million impairment over the past four months, showing how a treasury strategy can expose shareholders to digital-asset price declines.

Armada shares had moved only slightly lower in recent sessions and remained positive for the year. Investors will now watch for further SEC amendments, shareholder votes and the satisfaction of closing conditions required to complete the Nasdaq transaction.