Twenty One Capital (XXI) CEO receives large RSU grant and stock bonus

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Twenty One Capital, Inc. director and Chief Executive Officer Jack Mallers reported equity compensation in the form of Class A common stock and restricted stock units. He received 35,579 shares as part of his annual bonus for the fiscal year ended December 31, 2025, valued at $236,250 based on a $6.64 fair market value per share, with some of these shares withheld to cover taxes.

He was also granted 1,607,866 restricted stock units (RSUs). According to the vesting schedule, 321,573 RSUs vested as of April 1, 2026, and the remaining 1,286,293 RSUs will vest quarterly in equal tranches over the subsequent four years, each RSU representing one share of Class A common stock.

In connection with these awards, 10,425 shares and 119,867 shares of Class A common stock were withheld by the issuer to satisfy tax withholding obligations upon the grant or vesting of stock and RSUs. After these transactions, Mallers directly holds 1,513,513 shares of Class A common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Mallers Jack

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A common stock	35,579	$6.64	$236K
Tax Withholding	Class A common stock	10,425	$6.64	$69K
Grant/Award	Class A common stock	1,607,866	$0.00	--
Tax Withholding	Class A common stock	119,867	$6.64	$796K

Holdings After Transaction: Class A common stock — 35,579 shares (Direct)

Footnotes (1)

Represents the part of the annual bonus payment for the fiscal year ended December 31, 2025 payable in the form of Class A common stock, representing $236,250 at a fair market value of $6.64 per share. Represents shares of Class A common stock withheld by the Issuer to satisfy tax withholding upon the grant of shares of Class A common stock or vesting of restricted stock units ("RSUs"), as applicable. Represents a grant of RSUs, which vest as follows: (a) 321,573 RSUs vested as of April 1, 2026, and (b) the remaining 1,286,293 RSUs will vest quarterly in equal tranches over the subsequent four years. Each RSU represents a contingent right to receive one share of Class A common stock.

Key Figures

Stock bonus value: $236,250 Bonus shares granted: 35,579 shares Fair market value per share: $6.64/share +5 more

8 metrics

Stock bonus value $236,250 Part of 2025 annual bonus paid in Class A common stock at $6.64 per share

Bonus shares granted 35,579 shares Class A common stock issued as annual bonus for fiscal year ended December 31, 2025

Fair market value per share $6.64/share Valuation used to calculate stock portion of the annual bonus

RSUs granted 1,607,866 RSUs Grant of RSUs, each representing one share of Class A common stock

RSUs vested immediately 321,573 RSUs RSUs vested as of April 1, 2026 from the total RSU grant

RSUs vesting over four years 1,286,293 RSUs Remaining RSUs to vest quarterly in equal tranches over subsequent four years

Shares withheld for taxes 130,292 shares 10,425 and 119,867 Class A shares withheld to satisfy tax withholding obligations

Shares held after transactions 1,513,513 shares Class A common stock directly owned by CEO Jack Mallers following reported transactions

Key Terms

restricted stock units ("RSUs"), tax withholding, annual bonus payment, fair market value, +1 more

5 terms

restricted stock units ("RSUs") financial

"Represents a grant of RSUs, which vest as follows: (a) 321,573 RSUs vested..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding financial

"Represents shares of Class A common stock withheld by the Issuer to satisfy tax withholding..."

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

annual bonus payment financial

"Represents the part of the annual bonus payment for the fiscal year ended December 31, 2025..."

fair market value financial

"representing $236,250 at a fair market value of $6.64 per share."

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

vesting financial

"the remaining 1,286,293 RSUs will vest quarterly in equal tranches over the subsequent four years."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

04/13/2026 - 04:15 PM

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

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)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	04/09/2026		A		35,579⁽¹⁾	A	$6.64	35,579	D
Class A common stock	04/09/2026		F		10,425⁽²⁾	D	$6.64	25,154	D
Class A common stock	04/09/2026		A		1,607,866⁽³⁾	A	$0	1,633,020	D
Class A common stock	04/09/2026		F		119,867⁽²⁾	D	$6.64	1,513,513	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the part of the annual bonus payment for the fiscal year ended December 31, 2025 payable in the form of Class A common stock, representing $236,250 at a fair market value of $6.64 per share.

2. Represents shares of Class A common stock withheld by the Issuer to satisfy tax withholding upon the grant of shares of Class A common stock or vesting of restricted stock units ("RSUs"), as applicable.

3. Represents a grant of RSUs, which vest as follows: (a) 321,573 RSUs vested as of April 1, 2026, and (b) the remaining 1,286,293 RSUs will vest quarterly in equal tranches over the subsequent four years. Each RSU represents a contingent right to receive one share of Class A common stock.

	/s/ James Cong Hoan Nguyen, as Attorney-in-Fact	04/13/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did XXI CEO Jack Mallers receive in this Form 4?

Jack Mallers received 35,579 shares of Class A common stock as part of his 2025 annual bonus and a grant of 1,607,866 restricted stock units. These RSUs convert into Class A shares as they vest over time, aligning his compensation with shareholder value.

How is the Twenty One Capital (XXI) CEO’s stock bonus valued?

The stock bonus is valued at $236,250, based on a fair market value of $6.64 per share for 35,579 Class A common shares. This represents part of the CEO’s annual bonus for the fiscal year ended December 31, 2025, paid in equity instead of cash.

What is the vesting schedule of Jack Mallers’ 1,607,866 RSUs at XXI?

Of the 1,607,866 RSUs, 321,573 vested as of April 1, 2026. The remaining 1,286,293 RSUs will vest quarterly in equal tranches over the subsequent four years, with each RSU delivering one share of Class A common stock when vested.

Why were shares withheld from the XXI CEO’s equity awards?

A total of 10,425 and 119,867 Class A shares were withheld to satisfy tax withholding obligations tied to stock grants and RSU vesting. Instead of paying taxes in cash, a portion of the awarded shares is retained by the issuer to cover the related tax liabilities.

How many Twenty One Capital (XXI) shares does the CEO hold after these transactions?

After the reported transactions, Jack Mallers directly holds 1,513,513 shares of Class A common stock. This figure reflects the net result of equity awards received and shares withheld for tax obligations on the grant and vesting of stock-based compensation.

Are the Form 4 dispositions by the XXI CEO open-market sales?

No. The dispositions reported use transaction code F, indicating shares were withheld to pay exercise price or tax liabilities. These are tax-withholding events, not open-market sales, and therefore do not represent discretionary selling of shares into the public market.