Twenty One Capital (XXI) CEO and director receive 6.09M stock options

Rhea-AI Filing Summary

Twenty One Capital, Inc.'s chief executive officer, who is also a director, received a grant of 6,089,634 stock options on December 8, 2025 at an exercise price of $14.43 per share. These options relate to Class A common stock and were granted at no cost to the reporting person and are held directly. The options expire on December 8, 2035. According to the vesting schedule, 20% of the options will vest on April 1, 2026, and the remaining 80% will vest quarterly in equal tranches over the following four years.

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

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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 TX 78701

(City) (State) (Zip)

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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025

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

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

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

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

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
Stock Option (Right to Buy)	$14.43	12/08/2025		A		6,089,634		(1)	12/08/2035	Class A common stock	6,089,634	$0	6,089,634	D

Explanation of Responses:

1. The stock options vest as follows: (a) 20% of the stock options will vest on April 1, 2026, and (b) the remaining 80% of the stock options will vest quarterly in equal tranches over the subsequent four years.

	/s/ James Cong Hoan Nguyen, as Attorney-in-Fact	01/05/2026
	** 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.

FAQ

What insider transaction did Twenty One Capital (XXI) disclose in this Form 4?

The company reported that its chief executive officer and director acquired 6,089,634 stock options on December 8, 2025, covering Class A common stock.

What is the exercise price and term of the new Twenty One Capital (XXI) stock options?

The stock options have an exercise price of $14.43 per share and an expiration date of December 8, 2035, giving the holder the right to buy Class A common stock until that date.

How do the Twenty One Capital (XXI) CEO stock options vest?

The options vest in two stages: 20% vest on April 1, 2026, and the remaining 80% vest quarterly in equal tranches over the subsequent four years.

How many derivative securities does the reporting person hold after this Form 4 transaction for XXI?

Following the reported transaction, the reporting person beneficially owns 6,089,634 derivative securities

What class of stock underlies the new stock options at Twenty One Capital (XXI)?

The stock options are exercisable into Class A common stock of Twenty One Capital, Inc., with 6,089,634 shares underlying the options.

Is this Form 4 for a single insider at Twenty One Capital (XXI)?

Yes. The disclosure states that the Form is filed by one reporting person, who serves as both chief executive officer and director of the company.