The Nevada-based company will issue shares in tranches to J.P. Carey Enterprises following a Florida court’s fairness ruling.

April 27, 2026

Arvana, Inc. has resolved a creditor dispute with J.P. Carey Enterprises, Inc. through a court-approved settlement that will see the company issue shares of common stock to satisfy roughly $188,379 in outstanding claims, according to a recent disclosure to the Securities and Exchange Commission.

The settlement, originally entered on January 13, 2026, addresses past-due obligations that JPCarey had acquired through claims purchase agreements. The dispute had been the subject of litigation in the Circuit Court of the Seventeenth Judicial Circuit for Broward County, Florida.

Structure of the Share Issuance

Under the terms of the agreement, Arvana will satisfy the claim amount by issuing common stock to JPCarey in reliance on the registration exemption provided by Section 3(a)(10) of the Securities Act of 1933. The shares are to be delivered in one or more tranches, with the share quantity calibrated so that 60 percent of net proceeds from JPCarey’s sales equals the claim amount. JPCarey will retain a 40 percent discount as part of the arrangement.

The total number of shares to be issued has not been fixed and will fluctuate based on the company’s market price at the time of each sale. Arvana cautioned that the issuance could ultimately exceed its currently outstanding share count. Key features of the deal include:

• A 4.99 percent beneficial ownership cap on JPCarey at any given time, requiring the staggered tranche structure
• An additional 250,000 shares issued to reimburse JPCarey for legal fees and expenses
• Delivery within three trading days of court approval, executed via book-entry or Depository Trust Company systems

Court Approval and Fairness Finding

Following an April 7 fairness hearing, the court entered an order on April 11, 2026, approving the settlement and the issuance of shares. The court determined that the underlying claims were bona fide and that the resolution was fair, reasonable, and the product of arm’s-length negotiation. The order directs Arvana and its transfer agent to issue the shares without restrictive legend, contingent on customary transfer agent requirements and a supporting legal opinion.

Company Covenants and Default Provisions

Arvana has committed to maintaining sufficient authorized capital to fulfill its obligations and, if necessary, to increase its authorized share count. The company has also agreed not to take actions that would impair the trading status of its common stock while JPCarey holds settlement shares.

JPCarey retains the right to declare default and resume the underlying litigation if certain triggering events occur, including:

• Failure by Arvana to deliver shares on time
• Loss or reversal of the court order
• Trading suspensions affecting the common stock
• Insolvency-related events involving the company

Once the full issuance is complete, both parties will mutually release all claims tied to the dispute. The agreement explicitly does not constitute an admission of liability by either side, and the Florida court has retained jurisdiction to enforce the terms going forward.