{"filing":{"accession_number":"0001628280-26-067061","cik":"0002092592","ticker":null,"company_name":"Evernorth Holdings Inc.","form":"8-K","filing_date":"2026-10-23","report_date":"2026-10-23","primary_document":"evernorth-elocx8xk.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2092592/000162828026067061/evernorth-elocx8xk.htm"},"events":[{"id":37628,"run_id":34676,"accession_number":"0001628280-26-067061","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Evernorth entered into a Common Stock Purchase Agreement with CF Principal Investments LLC establishing a committed equity facility allowing the Company to sell up to 5,218,935 newly issued shares of Class A common stock at its discretion. The facility is structured as a private placement of unregistered securities under Section 4(a)(2) exemption, with the Company paying upfront and ongoing fees to access this capital source.","company_name":"Evernorth Holdings Inc.","ticker":null,"filing_date":"2026-10-23","form":"8-K","submitted_at":null,"items":[{"id":42403,"accession_number":"0001628280-26-067061","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Evernorth entered into a Common Stock Purchase Agreement with CF Principal Investments LLC (Cantor) establishing a committed equity facility allowing the Company to sell up to 5,218,935 newly issued shares of Class A common stock at the Company's discretion. This is a classic at-the-market (ATM)-style equity facility structured as a private placement of unregistered securities, which is a hallmark dilutive issuance. The filing explicitly states the Facility \"allows the Company to raise primary equity capital on a periodic basis\" and involves registration of resale rights, typical of PIPE-like arrangements. The materiality is clear: the potential issuance represents a substantial dilution to existing shareholders, and the Company must pay significant upfront and ongoing fees ($521,893.50 upfront commitment fee plus potential additional fees up to $1,000,000 aggregate) to access this capital source.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:20:36.449256+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42404,"accession_number":"0001628280-26-067061","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 explicitly discloses an unregistered sale of equity securities under a Purchase Agreement, relying on Section 4(a)(2) exemption. The reference to Item 1.01 (which typically covers material agreements or acquisitions) and the mention of shares that \"may be issued\" indicates a dilutive equity issuance, likely a private placement or PIPE transaction. This is material to investors as it affects ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:20:36.449256+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":42403,"accession_number":"0001628280-26-067061","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Evernorth entered into a Common Stock Purchase Agreement with CF Principal Investments LLC (Cantor) establishing a committed equity facility allowing the Company to sell up to 5,218,935 newly issued shares of Class A common stock at the Company's discretion. This is a classic at-the-market (ATM)-style equity facility structured as a private placement of unregistered securities, which is a hallmark dilutive issuance. The filing explicitly states the Facility \"allows the Company to raise primary equity capital on a periodic basis\" and involves registration of resale rights, typical of PIPE-like arrangements. The materiality is clear: the potential issuance represents a substantial dilution to existing shareholders, and the Company must pay significant upfront and ongoing fees ($521,893.50 upfront commitment fee plus potential additional fees up to $1,000,000 aggregate) to access this capital source.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:20:36.449256+00:00","company_name":"Evernorth Holdings Inc.","ticker":null,"filing_date":"2026-10-23"},{"id":42404,"accession_number":"0001628280-26-067061","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 explicitly discloses an unregistered sale of equity securities under a Purchase Agreement, relying on Section 4(a)(2) exemption. The reference to Item 1.01 (which typically covers material agreements or acquisitions) and the mention of shares that \"may be issued\" indicates a dilutive equity issuance, likely a private placement or PIPE transaction. This is material to investors as it affects ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:20:36.449256+00:00","company_name":"Evernorth Holdings Inc.","ticker":null,"filing_date":"2026-10-23"}]}