Evernorth Holdings has tightened up its top-level pay structure as it targets a Nasdaq listing and a $1bn public XRP treasury, filing fresh executive employment terms with the U.S. Securities and Exchange Commission (SEC).
The Ripple-backed company has updated its Form S-4 registration to include new employment agreements for chief legal officer Jessica Jonas, chief business officer Sagar Shah and chief operating officer Meg Nakamura.
According to the amended filing, each of the three executives will be eligible for an annual bonus worth 50% of their basic salary. Their packages also feature restricted stock units alongside standard employee benefits.
Under the proposals, Jonas would receive an initial equity award valued at about $4.5m, while Shah and Nakamura would each be granted equity worth around $2.8m.
Those grants form part of Evernorth’s 2026 Omnibus Incentive Plan and will only become effective if shareholders sign them off and the board’s compensation committee authorises them. Until then, the headline figures remain conditional rather than guaranteed payouts.
The latest agreements mean Evernorth has now outlined the main compensation arrangements for its core leadership team. Earlier filings had already set out terms for chief executive Asheesh Birla and chief financial officer Matt Frymier.
In a fourth amended Form S-4 lodged earlier in July, Evernorth detailed Birla’s base salary together with an initial equity package valued at about $44m, including vesting requirements tied both to his continued role and to the completion of the proposed transaction.
Frymier’s contract includes a base salary, eligibility for an annual bonus and an equity award of roughly $5.6m. Evernorth has also previously disclosed restricted stock unit awards of $750,000 for executives, again dependent on approval from the relevant board committee and shareholders.
Governance moves ahead of SPAC merger
The updated filing underlines how Evernorth is continuing to put its governance and pay structures in place before completing its planned business combination with Armada Acquisition Corp II.
Armada is a special purpose acquisition company (SPAC) sponsored by Arrington Capital. Should regulators and shareholders give the deal the green light, the merged entity intends to list on Nasdaq under the ticker symbol XRPN.
Evernorth has flagged more than $1bn in expected gross proceeds, backed by investors including Ripple, SBI Holdings, Pantera Capital, Kraken and Arrington Capital. The firm plans to deploy that capital to build what it calls the largest publicly traded XRP treasury.
If the transaction closes, it would offer U.S. stock-market investors a fresh route to gain indirect exposure to XRP. Instead of holding the token outright, investors would own shares in a company whose balance sheet is heavily linked to XRP, while also being affected by its operating costs, management choices and movements in the value of its digital-asset holdings.
The S-4 process allows the SEC to scrutinise disclosures around the merger structure, executive remuneration, financial risks and the business model of the proposed company. Submitting an amended registration statement does not signal that the regulator has approved the deal.
Board links to crypto and finance
Evernorth has also lined up directors with experience across the cryptocurrency and broader financial sectors. Its proposed board features Ripple chief legal officer Stuart Alderoty, Birla, Ted Janus, OpenAI Foundation CFO Robert Kaiden and Antalpha COO Derar Islim.
Away from its SEC paperwork, Evernorth has moved to engage one of XRP’s most active markets by launching a Japanese-language account earlier in July, aimed at providing local updates and explaining market developments.
The company used its opening post to say: “Japan believed in XRP early on. Together, we will build from here.”
However, it has not announced any Japanese office, regulatory licence, investment or product offering linked to that channel, and has made clear the account will not comment on XRP price movements.
XRP slide hits Evernorth’s holdings
XRP was recently trading in a range between $1.05 and $1.09, with a latest quoted level near $1.07. The token had dropped around 2% over the previous 24 hours and more than 5% across the past week, while trading volumes were down by roughly 10%.
That price weakness has cut the reported value of Evernorth’s combined XRP reserves to about $640m. The company has also recorded a $38.4m impairment over the past four months, highlighting how a treasury strategy focused on digital assets can leave shareholders exposed to market downturns.
Shares in Armada had edged only slightly lower in recent sessions and remained ahead on the year. Attention will now turn to further SEC amendments, investor votes and the completion of the remaining closing conditions required for Evernorth’s planned Nasdaq listing to go ahead.
