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Director slate and conditional exits at Twenty One Capital (NYSE: XXI)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Twenty One Capital, Inc. reported results of its March 12, 2026 annual shareholder meeting and related board actions. Shareholders of all 304,842,759 outstanding shares of Class B common stock entitled to vote unanimously elected seven directors, including Jack Mallers and representatives affiliated with Tether and SoftBank, to serve until the next annual meeting.

In connection with this election and under an existing governance agreement with Tether and SoftBank, six directors affiliated with these investors submitted letters of resignation from the board and its committees that will become effective if and when requested by Tether or SoftBank, as applicable.

Positive

  • None.

Negative

  • None.
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 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Understanding 8-K Material Events →
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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): March 16, 2026 (March 12, 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

 

In connection with the re-election of directors in the annual meeting of shareholders of Twenty One Capital, Inc. (the “Company”) as disclosed in Item 5.07 below, pursuant to the governance agreement (the “Governance Agreement”) by and among the Company, Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable (“Tether”),  iFinex, Inc., a British Virgin Islands company, and Stellar Beacon LLC, a Delaware limited liability company (“SoftBank”), on March 12, 2026, each of Paolo Ardoino, Zachary Lyons, Bo Hines and Raphael Zagury (together, the “Tether Affiliate Group Directors”) and Jared Roscoe and Vikas J. Parekh (together, the “SoftBank Directors”) executed and delivered a letter of resignation from the Company’s board of directors and all applicable committees thereof, which resignation shall become effective immediately upon request by Tether, with respect to the Tether Affiliate Group Directors, or SoftBank, with respect to the SoftBank Directors, as applicable.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The Company held its annual meeting of shareholders entitled to vote in such meeting on March 12, 2026 (the “Annual Meeting”). The following proposal was submitted to the shareholders at the Annual Meeting:

 

To elect Jack Mallers, Paolo Ardoino, Zachary Lyons, Bo Hines, Raphael Zagury, Jared Roscoe and Vikas J. Parekh to serve until the next annual meeting of shareholders and until his or her successor is elected and qualified, or until his earlier death, resignation, or removal.

 

The number of shares of common stock entitled to vote at the Annual Meeting was 304,842,759, comprising all shares of the Company’s Class B common stock. All shareholders of the Company’s Class B common stock voted in favor of the above proposal at the Annual Meeting and the seven directors were elected to serve until the next annual meeting of shareholders and until his or her successor is elected and qualified, or until his earlier death, resignation, or removal.

 

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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: March 16, 2026  
   
  Twenty One Capital, Inc.
   
  By: /s/ James Nguyen
  Name:  James Nguyen
  Title: General Counsel and Chief Compliance Officer

 

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Source: View Original Filing on SEC EDGAR

FAQ

What did Twenty One Capital (XXI) disclose in this 8-K filing?

Twenty One Capital reported the outcomes of its March 12, 2026 annual shareholder meeting and related board actions. Shareholders elected seven directors, and six investor-affiliated directors submitted conditional resignation letters that become effective only if requested by Tether or SoftBank under a governance agreement.

Which directors at Twenty One Capital submitted conditional resignations?

Six directors submitted conditional resignations: Paolo Ardoino, Zachary Lyons, Bo Hines, and Raphael Zagury as Tether Affiliate Group Directors, and Jared Roscoe and Vikas J. Parekh as SoftBank Directors. Their resignations become effective upon request by Tether or SoftBank, consistent with a governance agreement.

What was approved at Twenty One Capital’s March 12, 2026 annual meeting?

Shareholders approved a single proposal to elect seven directors, including Jack Mallers and six investor-affiliated directors, to serve until the next annual meeting. All shares of Class B common stock entitled to vote supported the proposal, so the full slate was elected without opposition.

How many Twenty One Capital shares were entitled to vote at the 2026 annual meeting?

A total of 304,842,759 shares of Class B common stock were entitled to vote at the March 12, 2026 annual meeting. Holders of all these shares voted in favor of electing the seven nominated directors, resulting in unanimous support among voting Class B shareholders.

How are Tether and SoftBank involved with Twenty One Capital’s board?

Tether and SoftBank are parties to a governance agreement with Twenty One Capital that influences board composition. Four Tether Affiliate Group Directors and two SoftBank Directors sit on the board and have submitted resignation letters that can be activated at any time upon request by their respective affiliates.

Who signed the 8-K filing for Twenty One Capital?

The filing was signed on behalf of Twenty One Capital by James Nguyen, who serves as General Counsel and Chief Compliance Officer. His signature indicates the company’s authorization of the disclosure about the annual meeting results and the conditional director resignation arrangements.

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