Twenty One Capital (XXI) cashes out RSUs and repurchases shares from ex-CEO

Rhea-AI Filing Summary

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.

Insider Trade Summary

Net Seller: 307,253 shares

Net Sell 2 txns

Insider Mallers Jack

Role See Remarks

Type	Security	Shares	Price	Value
Disposition	Class A common stock F1, F2, F3	80,393	$5.23	$420K
Disposition	Class A common stock F4	226,860	$5.23	$1.19M

Holdings After Transaction: Class A common stock — 0 shares (Direct)

Footnotes (4)

1. F1. Pursuant to the Separation Agreement and Release entered into by the Issuer and the reporting person on July 20, 2026 (the "Separation Agreement"), the Issuer agreed to make a cash payment of $5.23 per restricted stock unit ("RSU") for the 80,393 RSUs that vested as of July 1, 2026 in full satisfaction of such RSUs.
2. F2. Due to an administrative error, the reporting person's Form 4 filed on April 13, 2026 inadvertently overstated the amount of securities beneficially owned following reported transactions by 360 shares. The amount reported in Column 5 reports the correct amount of securities beneficially owned.
3. F3. Reflects the forfeiture of unvested RSUs, for no consideration, pursuant to the Separation Agreement, in an exempt transaction under Rule 16a-4(d).
4. F4. Pursuant to the Separation Agreement, the Issuer agreed to repurchase 226,860 shares of Class A common stock held by the reporting person for $5.23 per share in cash.

Key Figures

Vested RSUs cashed out: 80,393 RSUs RSU cash price: $5.23 per RSU Shares repurchased by issuer: 226,860 shares +2 more

5 metrics

Vested RSUs cashed out 80,393 RSUs RSUs vested as of July 1, 2026; cash payment under Separation Agreement

RSU cash price $5.23 per RSU Cash payment per vested RSU under July 20, 2026 Separation Agreement

Shares repurchased by issuer 226,860 shares Class A common stock repurchased from Jack Mallers under Separation Agreement

Share repurchase price $5.23 per share Cash repurchase price for 226,860 Class A shares

Prior ownership overstatement 360 shares Overstatement of beneficial ownership in April 13, 2026 Form 4

Key Terms

Separation Agreement and Release, restricted stock unit, beneficially owned, forfeiture of unvested RSUs, +1 more

5 terms

Separation Agreement and Release regulatory

"Pursuant to the Separation Agreement and Release entered into by the Issuer"

restricted stock unit financial

"cash payment of $5.23 per restricted stock unit ("RSU") for the 80,393 RSUs"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

beneficially owned financial

"overstated the amount of securities beneficially owned following reported transactions"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

forfeiture of unvested RSUs financial

"Reflects the forfeiture of unvested RSUs, for no consideration"

Rule 16a-4(d) regulatory

"forfeiture of unvested RSUs, for no consideration, pursuant to the Separation Agreement, in an exempt transaction under Rule 16a-4(d)"

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FAQ

What insider transactions did Twenty One Capital (XXI) disclose for July 20, 2026?

The company disclosed that former CEO Jack Mallers disposed of 80,393 vested RSUs for cash and the issuer repurchased 226,860 Class A shares at $5.23 per share, all under a July 20, 2026 Separation Agreement.

At what price were Jack Mallers’ Twenty One Capital (XXI) securities settled?

Both the vested RSUs and the repurchased shares were priced at $5.23. The issuer agreed to pay $5.23 per 80,393 vested RSUs and also to repurchase 226,860 Class A shares at $5.23 per share in cash.

How many Twenty One Capital (XXI) RSUs were affected in Jack Mallers’ separation?

The Separation Agreement covered 80,393 RSUs that had vested as of July 1, 2026, which were cashed out at $5.23 per RSU, and also involved the forfeiture of unvested RSUs for no consideration under Rule 16a-4(d).

How many Twenty One Capital (XXI) shares were repurchased from Jack Mallers?

The issuer agreed to repurchase 226,860 shares of Class A common stock held by Jack Mallers. These shares were repurchased for $5.23 per share in cash, pursuant to the July 20, 2026 Separation Agreement.

Did the Twenty One Capital (XXI) filing correct any prior ownership reporting errors?

Yes. A prior Form 4 filed April 13, 2026 overstated beneficial ownership by 360 shares. The current report notes this administrative error and states that Column 5 now shows the correct amount of securities beneficially owned.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mallers Jack

(Last) (First) (Middle)

TWENTY ONE CAPITAL, INC.

111 CONGRESS AVENUE, SUITE 500

(Street)

AUSTIN TEXAS 78701

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Twenty One Capital, Inc. [ XXI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	07/20/2026		D		80,393(1)	D	$5.23	226,860(2)(3)	D
Class A common stock	07/20/2026		D		226,860(4)	D	$5.23	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Separation Agreement and Release entered into by the Issuer and the reporting person on July 20, 2026 (the "Separation Agreement"), the Issuer agreed to make a cash payment of $5.23 per restricted stock unit ("RSU") for the 80,393 RSUs that vested as of July 1, 2026 in full satisfaction of such RSUs.

2. Due to an administrative error, the reporting person's Form 4 filed on April 13, 2026 inadvertently overstated the amount of securities beneficially owned following reported transactions by 360 shares. The amount reported in Column 5 reports the correct amount of securities beneficially owned.

3. Reflects the forfeiture of unvested RSUs, for no consideration, pursuant to the Separation Agreement, in an exempt transaction under Rule 16a-4(d).

4. Pursuant to the Separation Agreement, the Issuer agreed to repurchase 226,860 shares of Class A common stock held by the reporting person for $5.23 per share in cash.

Remarks:

Former Chief Executive Officer and Director

	/s/ James Cong Hoan Nguyen, as Attorney-in-Fact	07/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)