Welcome to our dedicated page for Twenty One Capital SEC filings (Ticker: XXI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Our SEC filing database is enhanced with expert analysis from Rhea-AI, providing insights into the potential impact of each filing on Twenty One Capital's stock performance. Each filing includes a concise AI-generated summary, sentiment and impact scores, and end-of-day stock performance data showing the actual market reaction. Navigate easily through different filing types including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, proxy statements (DEF 14A), and Form 4 insider trading disclosures.
Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time EDGAR feed updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into Twenty One Capital's regulatory disclosures and financial reporting.
Twenty One Capital, Inc. reported that CEO Raphael Zagury participated in a fireside chat at the Mining Disrupt 2026 conference on July 22, 2026, outlining a strategy to build a Bitcoin-native operating company.
He contrasted traditional Bitcoin treasury models with a vision closer to Berkshire Hathaway, using Bitcoin mining as a cash-flow engine to invest in cash-flow-positive operating businesses while allowing local management teams autonomy. The discussion emphasized targeting shareholder value measured in Bitcoin terms and seeking better risk adjusted returns than holding Bitcoin alone, through disciplined capital allocation, diversification and risk management. The company is described as one of the larger publicly traded Bitcoin-focused companies, holding a little bit more than 43,000 Bitcoin. Forward-looking remarks were framed as subject to significant risks and uncertainties.
Twenty One Capital, Inc. reported that former Chief Executive Officer and Director Jack Mallers disposed of equity back to the company under a Separation Agreement dated July 20, 2026. The issuer agreed to pay $5.23 in cash for each of 80,393 restricted stock units that vested on July 1, 2026, in full satisfaction of those RSUs, and to repurchase 226,860 shares of Class A common stock at $5.23 per share. Unvested RSUs were forfeited for no consideration, and a prior April 13, 2026 Form 4 had overstated Mallers’ beneficial ownership by 360 shares; Column 5 now reflects the correct amount.
Twenty One Capital, Inc. reported a leadership transition in which Jack Mallers resigned as CEO and director effective July 20, 2026, unrelated to any disagreement. Under a Separation Agreement he receives $50,000 of July 2026 fixed pay, $420,455.39 for vested RSUs, $1,151,046.48 for repurchase of 226,860 Class A shares, and retains 1,522,407 vested stock options exercisable for 90 days, while unvested equity is forfeited.
The board appointed director Raphael Zagury as CEO effective July 20 with a $600,000 base salary, up to $700,000 annual bonus paid half in cash and half in freely tradeable stock, future equity grants, security services and a $25,000 annual financial-planning stipend, plus 12‑month salary and health benefits if terminated without cause or for good reason. Committee memberships were rebalanced and committee retainers increased. The company confirmed it is no longer pursuing an acquisition of Strike, while a potential related‑party combination with Elektron Energy remains at a preliminary evaluation stage.
Twenty One Capital, Inc. director Olsoni Karl E. filed a Form 3, which is an initial statement of beneficial ownership of securities. The filing identifies Olsoni as a director of the company and does not report any buy, sell, or derivative transactions in the disclosed data.
Twenty One Capital, Inc. appointed Karl Olsoni to its Board of Directors effective June 30, 2026. His term runs until the Company’s 2027 annual general meeting, or earlier if he leaves the role. He was also appointed to the Board’s Audit Committee.
Under an Independent Director Agreement, Olsoni will receive an annual cash retainer of $150,000 and an annual award of Class A common stock valued at $150,000, plus reimbursement of reasonable travel and out-of-pocket expenses. The agreement is filed as Exhibit 10.1 to this report.
Twenty One Capital, Inc. filed an initial ownership report on Form 3 for director Lalljie Paul S. This filing establishes his status as a reporting person but shows no reported purchases, sales, or other equity transactions, and does not list any derivative positions.
Twenty One Capital, Inc. has appointed Paul S. Lalljie as an independent director to its Board, effective June 5, 2026, with his term running until the 2027 annual general meeting. He also joins the Board’s audit committee.
Under an independent director agreement, Lalljie will receive an annual cash retainer of $150,000 and an annual award of Class A stock valued at $150,000, plus reimbursement of reasonable expenses. His appointment restores the company’s compliance with NYSE audit committee independence requirements, following prior board changes linked to the transfer of a significant stake from SoftBank to Tether International. The company highlights his extensive finance and technology background and reiterates its strategy as a Bitcoin-focused operating company holding more than 43,500 bitcoin.
Twenty One Capital, Inc. filed an amended report describing a continued listing issue with the New York Stock Exchange tied to its audit committee composition. The company’s audit committee currently lacks two independent members during the NYSE transition period required under Section 303A.07(a) of the NYSE Listed Company Manual.
On May 29, 2026, the NYSE sent a non-compliance notice stating that if this deficiency is not cured by June 5, 2026, the company will be deemed noncompliant and a below compliance indicator will be posted on its NYSE profile starting June 9, 2026. Twenty One Capital expects to appoint an additional independent audit committee member as soon as practicable to regain full compliance.
Twenty One Capital, Inc. reported corporate governance changes approved on May 19, 2026. The board and holders of 215,736,011 shares of Class B common stock, representing all voting power, acted by written consent to adopt a Second Amended and Restated Certificate of Formation, effective May 20, 2026. The updated charter removes references to Stellar Beacon LLC (SoftBank) and a Governance Agreement with Tether Investments, Bitfinex and SoftBank that was terminated on May 19, 2026. The board also approved Amended and Restated Bylaws. The new charter and bylaws are filed as Exhibits 3.1 and 3.2.
Twenty One Capital, Inc. reported a major ownership and governance shift tied to Tether International’s acquisition of SoftBank’s stake. On May 19, 2026, SoftBank sold and transferred 89,106,748 shares of Class A common stock in the company to Tether International, and all 89,106,748 Class B shares held by SoftBank were cancelled under the company’s Certificate of Formation.
In connection with this transaction, the long‑standing Governance Agreement among the company, Tether Investments, SoftBank and Bitfinex was terminated, ending special influence rights over director elections, board size, charter changes and reserved matters. SoftBank’s board representatives, Jared Roscoe and Vikas J. Parekh, resigned from the board and its committees, with the company stating their departures were not due to disagreements.
Following Mr. Roscoe’s resignation, the audit committee fell below the New York Stock Exchange requirement for two independent members during the transition period, and the company has notified the NYSE. The company expects to appoint an additional independent audit committee member as soon as practicable while continuing to pursue its Bitcoin‑focused operating strategy alongside its new controlling shareholder structure.