Evernorth, the XRP treasury company backed by Ripple Labs, Arrington XRP Capital, and SBI Holdings, filed to register 73.7 million shares for potential resale on October 30, as its stock declined 38% below its October 12 Nasdaq debut high of $19.39.
The registration covers shares held by major shareholders whose positions are currently restricted under six-month lock-up agreements expiring April 9, 2027. Arrington XRP Capital Fund registered the largest block at 33.82 million shares, followed by Ripple Labs with 18.14 million shares and four SBI-affiliated entities collectively registering 11.79 million shares. Chris Larsen, Ripple co-founder, registered 7.15 million shares through the Larsen Lam Children’s Remainder Trust.
The 73.7 million shares represent nearly three times Evernorth’s outstanding Class A stock. The registration includes 19.1 million already-issued Class A shares, 31.39 million shares available through potential Class C conversions, and 22.95 million shares accessible via company unit exchanges or redemptions.
Evernorth completed its merger on October 9, 2026, and debuted on Nasdaq four days later. The stock closed at $11.70 on November 2, marking a post-merger record low, before recovering slightly to $11.98 on November 3. At the time of the October 12 debut, the stock had climbed to $19.39.
The company statement framed the filing cautiously. “Evernorth said it is registering the securities to satisfy commitments made under agreements connected to its business combination, rather than announcing any decision by shareholders to liquidate their positions,” according to the company’s disclosure.
Approximately 29.8% of Evernorth’s outstanding Class A shares were subject to lock-up restrictions at merger closing, totaling 7.04 million shares. The lock-up period generally runs until April 9, 2027, with specified exceptions.
Additional investors holding registered shares include Pantera Capital, GSR Markets Switzerland, Payward Inc. (parent of Kraken), and gumi Inc., the Japanese gaming company.
Evernorth entered public markets holding approximately 473 million XRP, with a stated strategy centered on expanding cryptocurrency reserves and increasing XRP holdings per share. The company warned in risk disclosures that large shareholder sales or expectations of future selling could depress its stock price.
Approximately 80% of the predecessor SPAC’s redeemable public shares were redeemed before the merger, leaving a smaller public shareholder base than originally anticipated.
