Twenty One Capital names David Goldschmidt director

Q: What board change did Twenty One Capital, Inc. (XXI) announce on September 8, 2026?

The Board of Twenty One Capital, Inc. appointed David J. Goldschmidt as a director effective September 8, 2026, with his term expiring at the 2027 annual general meeting of shareholders or earlier if he leaves the role.

Q: What committee role will David J. Goldschmidt hold at Twenty One Capital, Inc. (XXI)?

David J. Goldschmidt was appointed to the Audit Committee of the Board of Twenty One Capital, Inc., effective September 8, 2026, and will receive additional cash compensation for this committee service.

Q: What key agreements did David J. Goldschmidt enter into with Twenty One Capital, Inc. (XXI)?

David J. Goldschmidt entered into an Independent Director Agreement dated September 8, 2026, and the Company’s standard form of indemnification agreement, which is the same form previously filed and described in Twenty One Capital’s Form 10-K.

Twenty One Capital, Inc. adds David J. Goldschmidt to its Board and Audit Committee with a defined annual cash, equity, and committee compensation package.

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Form Type

8-K

Rhea-AI Filing Summary

Twenty One Capital, Inc. (XXI) announced that its Board of Directors appointed David J. Goldschmidt to the Board, effective September 8, 2026. His term runs until the 2027 annual general meeting of shareholders or until an earlier termination event. He was also appointed to the Board’s Audit Committee, effective the same date.

Under an Independent Director Agreement, Mr. Goldschmidt will receive an annual cash retainer of $150,000 and an annual award of Class A stock valued at $150,000. He will also receive $20,000 per year for serving on the Audit Committee, payable in monthly cash installments and prorated for partial years, plus reimbursement of reasonable travel and related expenses.

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8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Annual cash retainer: $150,000 Annual Class A stock award: $150,000 Audit Committee member fee: $20,000 per year +2 more

5 metrics

Annual cash retainer $150,000 Cash compensation per year for serving as an independent director under the Independent Director Agreement

Annual Class A stock award $150,000 Value per year of Class A stock awarded to the director under the Independent Director Agreement

Audit Committee member fee $20,000 per year Annual cash fee for serving as a member of the Audit Committee, paid monthly and prorated for partial years

Director term end 2027 annual general meeting Scheduled expiration of David J. Goldschmidt’s Board term unless earlier terminated

Appointment effective date September 8, 2026 Effective date of David J. Goldschmidt’s appointment to the Board and Audit Committee

Key Terms

Audit Committee, Independent Director Agreement, indemnification agreement, Emerging growth company

4 terms

Audit Committee financial

"the Board appointed Mr. Goldschmidt to the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Independent Director Agreement regulatory

"Mr. Goldschmidt entered into an independent director agreement (the “Independent Director Agreement”)"

indemnification agreement regulatory

"the Company’s standard form of indemnification agreement, which was filed as Exhibit 10.10"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Twenty One Capital, Inc. (XXI) announce on September 8, 2026?

The Board of Twenty One Capital, Inc. appointed David J. Goldschmidt as a director effective September 8, 2026, with his term expiring at the 2027 annual general meeting of shareholders or earlier if he leaves the role.

What committee role will David J. Goldschmidt hold at Twenty One Capital, Inc. (XXI)?

David J. Goldschmidt was appointed to the Audit Committee of the Board of Twenty One Capital, Inc., effective September 8, 2026, and will receive additional cash compensation for this committee service.

How is David J. Goldschmidt compensated as a director of Twenty One Capital, Inc. (XXI)?

Under his Independent Director Agreement, David J. Goldschmidt will receive an annual $150,000 cash retainer and an annual $150,000 award of Class A stock, plus reimbursement for reasonable travel and other out-of-pocket expenses related to his services.

What is the Audit Committee compensation for David J. Goldschmidt at XXI?

For serving as a member of the Audit Committee, David J. Goldschmidt will receive $20,000 per year, paid in cash in equal monthly installments and prorated for any partial year of service on the Audit Committee.

What key agreements did David J. Goldschmidt enter into with Twenty One Capital, Inc. (XXI)?

David J. Goldschmidt entered into an Independent Director Agreement dated September 8, 2026, and the Company’s standard form of indemnification agreement, which is the same form previously filed and described in Twenty One Capital’s Form 10-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/09/2026 - 06:50 AM EDT Accepted by SEC EDGAR 09/09/2026 - 06:50 AM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 8, 2026

Twenty One Capital, Inc.

(Exact name of registrant as specified in its charter)

Texas		001-42997		39-2506682
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

111 Congress Avenue, Suite 500 Austin, Texas		78701
(Address of principal executive offices)		(Zip Code)

(206) 552-9859

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Class A common stock, par value $0.01 per share		XXI		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 8, 2026, the Board of Directors (the “Board”) of Twenty One Capital, Inc. (the “Company”) appointed David J. Goldschmidt to the Board, effective September 8, 2026. His term will expire at the 2027 annual general meeting of the shareholders of the Company at which members of the Board are elected or until his earlier death, resignation, disqualification, or removal. In addition, the Board appointed Mr. Goldschmidt to the Audit Committee of the Board, effective September 8, 2026.

In connection with his appointment, Mr. Goldschmidt entered into an independent director agreement (the “Independent Director Agreement”), a copy of which is filed herewith as Exhibit 10.1, and the Company’s standard form of indemnification agreement, which was filed as Exhibit 10.10 to the Company’s Current Report on Form 8-K on December 12, 2025, and described in the Company’s Annual Report on Form 10-K filed on March 31, 2026.

Under the Independent Director Agreement, Mr. Goldschmidt will receive an annual cash retainer of $150,000 and an annual award of Class A Stock of the Company of $150,000 per annum. The Company will also reimburse Mr. Goldschmidt for all reasonable travel and other out-of-pocket expenses incurred in connection with rendering services for the Company. The foregoing description of the Independent Director Agreement is a summary and qualified in its entirety by reference to the full text of such exhibit.

In addition, in connection with his appointment to the Audit Committee of the Board, in accordance with the Company’s compensation policy for members of the Board committees, as described in the Company’s Current Report on Form 8-K filed on July 21, 2026, Mr. Goldschmidt will receive $20,000 per annum for serving as a member of the Audit Committee, commencing on the date he begins service on the Audit Committee, with the amount being paid in cash in equal monthly installments and prorated for any partial year of service on the Audit Committee.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1(1)†		Independent Director Agreement between the Company and David J. Goldschmidt, dated September 8, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(1)	Certain schedules, exhibits and similar attachments have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of all omitted information to the SEC upon its request.

†	Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 9, 2026

	Twenty One Capital, Inc.

	By:	/s/ James Nguyen
	Name:	James Nguyen
	Title:	General Counsel and Chief Compliance Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 INDEPENDENT DIRECTOR AGREEMENT BETWEEN THE COMPANY AND DAVID J. GOLDSCHMIDT, DAT 41.1 KB