Every 8-K that Twenty One Capital, Inc. (XXI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow XXI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full XXI filings page.
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.
Twenty One Capital, Inc. (XXI) reported that CEO Raphael Zagury delivered a keynote presentation on August 27–28, 2026 at the Bitcoin Asia 2026 conference in Hong Kong discussing the Bitcoin mining industry. The event materials, including a transcript and slide deck, are furnished as exhibits.
Zagury described what he characterizes as Bitcoin’s first extended “hashrate bear market,” contrasting the current economics-driven decline in network hashrate with the 2021 China mining ban. He focused on mining as a commodity business driven by position on the cost curve, emphasizing power costs and machine efficiency, and discussed conditions under which mining might outperform simply holding Bitcoin. He also argued that mining is an extremely flexible energy load that can absorb surplus power and shut down quickly to support grid stability, framing debates around mining as debates about energy allocation. The company cautions that these materials contain forward‑looking statements and industry estimates and are for informational purposes only.
Twenty One Capital, Inc. reported that CEO Raphael Zagury issued a shareholder letter alongside second-quarter results, outlining how the company aims to evolve beyond serving solely as a Bitcoin treasury. The letter emphasizes that Twenty One holds one of the largest Bitcoin balance sheets in the public markets and highlights management’s view that the stock trades at a material discount to the value of its Bitcoin holdings, which they characterize as a misallocation of capital.
Zagury describes a strategic focus on building a Bitcoin-native operating company through priorities spanning corporate structure and governance, operating businesses, capital markets activities, mergers and acquisitions, and lending and credit. He also discusses the relationship with controlling shareholder Tether and commits to a rigorous and transparent related-person transaction framework. The company plans to support open-source Bitcoin software and infrastructure and to communicate with investors via at least quarterly shareholder letters and its website and social channels.
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 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. 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. 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.
Twenty One Capital, Inc. used a conference presentation and press release to outline an operating strategy focused on building an integrated “Bitcoin company” across financial services, mining infrastructure, capital markets and mergers and acquisitions. The strategy is centered on potential acquisitions of Strike, a Bitcoin financial services firm, and Elektron, a large-scale global Bitcoin mining platform.
The company highlights plans to offer a wide range of Bitcoin financial products, develop industrial-scale mining with industry-leading hashrate, securitize its loan book and mining revenue, and acquire profitable Bitcoin businesses whose cash flows would be compounded into long-term Bitcoin accumulation. These plans are described as forward-looking and subject to risks and uncertainties.