{"url_path":"/sec/xxi/8-k/2026-07-21/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/2070457/0001213900-26-079805-index.html","accession_number":"0001213900-26-079805","cik":"0002070457","ticker":"XXI","issuer_name":"Twenty One Capital, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2070457/0001213900-26-079805-index.html","primary_entity_key":"0002070457","primary_entity_name":"Twenty One Capital, Inc."},"word_count":1193,"has_tables":true,"body_markdown":"**Item\n5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n** **\n\n**Jack\nMallers’ Departure as Chief Executive Officer and as a Director**\n\n \n\nOn\nJuly 21, 2026, Twenty One Capital, Inc. (the “Company”) announced that Jack Mallers, the Company’s Chief Executive\nOfficer (“CEO”), has resigned from his position as CEO and as a director of the Company, effective as of July 20, 2026 (the\n“Separation Date”). Mr. Mallers’ departure is not related to any disagreements with the Company on any matter relating\nto its operations, policies, practices (financial or otherwise) or any issues regarding financial disclosures, accounting, or legal matters.\n\n \n\nIn\nconnection with Mr. Mallers’ departure, the Company has entered into a Separation Agreement and Release (the “Mallers Separation\nAgreement”) with Mr. Mallers, pursuant to which Mr. Mallers, subject to his release of claims, will be entitled to receive or retain,\nas applicable, (i) a cash payment equal to the final $50,000 fixed remuneration payment for July 2026, less applicable taxes, (ii) a\ncash payment of $420,455.39, less applicable taxes, in settlement of Mr. Mallers’ vested time-based restricted stock units, (iii)\na cash payment of $1,151,046.48 in consideration for the repurchase of 226,860 shares of Class A Common Stock previously delivered to\nMr. Mallers in settlement of vested time-based restricted stock units and in connection with the payment of his 2025 annual bonus, less\ncertain taxes, and (iv) 1,522,407 vested stock options to purchase Class A common stock of the Company, which Mr. Mallers may exercise\nduring the 90-day period following the Separation Date in accordance with the terms of the applicable award agreement. All stock options\nand restricted stock units previously granted to Mr. Mallers that are unvested as of the Separation Date will be forfeited for no consideration\nin accordance with their terms.\n\n \n\nThe\nforegoing description of the Mallers Separation Agreement does not purport to be complete, and is qualified in its entirety by reference\nto the Mallers Separation Agreement, which is attached to this Current Report as Exhibit 10.1 and incorporated herein by reference.\n\n \n\n**Appointment\nof Raphael Zagury as Chief Executive Officer**\n\n \n\nAlso\non July 20, 2026, the Board of Directors of the Company (the “Board”) appointed Raphael Zagury, 50, as its CEO, effective\nJuly 20, 2026.\n\n \n\nMr.\nZagury has served as a member of our Board since December 2025. He is the founder and Chief Executive Officer of Elektron\nEnterprises LLC, which provides management and operational services to Elektron Energy, a Bitcoin mining and\nenergy infrastructure business. From 2023 to 2024, Mr. Zagury served as Chief Investment Officer at Swan Bitcoin. Previously, he founded\nOne Partners, an investment bank, and co-founded OpenCo, a lending fintech, where he served as Chief Financial Officer and led multiple\ncapital raises through Series D. Earlier in his career, he held executive and trading roles at Goldman Sachs, Merrill Lynch, and Deutsche\nBank in New York. Mr. Zagury holds an MBA from Yale University and a B.A. in Economics from IBMEC.\n\n \n\nMr.\nZagury will continue to serve as a member of the Company’s Board, but will no longer serve as a member of the Audit Committee,\nNominating and Corporate Governance Committee or the Compensation Committee. As the Company’s CEO, Mr. Zagury will not be\nconsidered independent under the NYSE’s listing standards and applicable federal and state securities laws. There are no family\nrelationships between Mr. Zagury and any director or other executive officer. There are no arrangements or understandings between\nMr. Zagury and any other persons pursuant to which he was selected as an officer.\n\n \n\nIn\nconnection with Mr. Zagury’s appointment as CEO, Mr. Zagury entered into an employment agreement with the Company, dated July 20,\n2026 (the “CEO Employment Agreement”).\n\n \n\nPursuant\nto the terms of the CEO Employment Agreement, Mr. Zagury will receive an annual base salary of $600,000, and he will be eligible to receive\nan annual performance-based bonus of up to $700,000, subject to (i) the achievement of individual and company performance criteria established\nby the Board in consultation with Mr. Zagury, and (ii) Mr. Zagury’s continued employment through the payment date. The actual annual\nbonus, to the extent payable, will be paid 50% in cash and 50% in freely tradeable shares of Class A Common Stock, subject to trading\nrestrictions under applicable securities laws and the Company’s insider trading policy, and applicable withholding. In connection\nwith his appointment as CEO, Mr. Zagury will receive an award of stock options to purchase shares of Class A Common Stock in an amount\nand with terms to be mutually agreed between the Company and Mr. Zagury (the “Initial Award”), which Initial Award will be\ngranted subject to the Company’s 2025 Stock Incentive Plan and an award agreement to be entered into between the Company and Mr.\nZagury evidencing such award (the “Option Award Agreement”). Following the third anniversary of the grant date of the Initial\nAward, Mr. Zagury will be eligible to receive annual equity grants, consistent with Mr. Zagury’s role as the CEO of the Company,\nas reasonably determined by the Board based on its good faith assessment and in consultation with Mr. Zagury. Mr. Zagury will also be\neligible to receive certain Company provided security services for himself and his family and an annual stipend of $25,000 towards personal\nfinancial planning and tax services.\n\n \n\n1\n\n \n\n \n\nIf\nMr. Zagury’s employment is terminated by the Company without Cause (as defined in the CEO Employment Agreement), Mr. Zagury resigns\nhis employment for Good Reason (as defined in the CEO Employment Agreement) or in the event of termination of employment as a result\nof his death or Disability (as defined in the CEO Employment Agreement), then, in addition to certain accrued amounts, Mr. Zagury will\nbe entitled to the following severance benefits, subject to his execution of a release of all claims against the Company and related\npersons and continued compliance with certain restrictive covenants: (i) continued payment of his base salary for 12 months following\nhis termination; (ii) reimbursement of the monthly premium for coverage under the Company’s group health plans or an equivalent\nmonthly cash payment thereof, until the earlier to occur of the end of the 12 months following his termination or the date on which Mr.\nZagury obtains health and welfare benefits from a subsequent employer; and (iii) any rights with respect to equity awards that Mr. Zagury\nmight have under the applicable award agreements evidencing such equity awards.\n\n \n\nThe\nCEO Employment Agreement contains restrictive covenants, including non-competition and non-solicitation covenants effective for 12 months\nfollowing termination of employment.\n\n \n\nAs\npreviously announced, the Company is considering a potential acquisition of Elektron Energy Operations Limited and related\noperations (collectively, doing business as Elektron Energy). As noted above, Mr. Zagury is the Chief Executive Officer of Elektron\nEnterprises LLC, which provides management and operational services to Elektron Energy. The approximate dollar value of the amount\ninvolved in the transaction is not yet determinable.\n\n** **\n\nThe\nforegoing description of the CEO Employment Agreement does not purport to be complete, and is qualified in its entirety by reference\nto the CEO Employment Agreement, which is attached to this Current Report as Exhibit 10.2 and incorporated herein by reference."}