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): ~~January~~March 516, 2026 (~~January~~March 212, 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 ~~communication~~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-~~commencements~~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.

~~Modifications~~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 ~~CFO~~the ~~Option~~governance ~~Award~~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.

AsItem ~~previously disclosed, on December 8, 2025, Steven Meehan and Twenty One Capital, Inc~~5.07 ~~(the~~Submission ~~“Company”)~~of ~~entered~~Matters ~~into~~to ana ~~employment~~Vote ~~agreement (the “CFO Employment Agreement”), setting forth the terms~~ of ~~Mr.~~Security Meehan’s employment, including his compensation, which is described in, and filed with, the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2025Holders.

~~Pursuant~~The toCompany ~~the~~held ~~CFO~~its ~~Employment~~annual ~~Agreement,~~meeting onof ~~December~~shareholders 8,entitled ~~2025,~~to ~~Mr.~~vote ~~Meehan~~in ~~and~~such ~~the~~meeting ~~Company~~on ~~entered~~March ~~into an option award agreement~~12, ~~where~~2026 ~~Mr. Meehan received an award~~ (the “~~CFO~~Annual ~~Initial Award~~Meeting”) ~~of stock options to purchase 941,620 shares of Class A common stock of the Company, par value $0~~.01 ~~per~~The ~~share~~following ~~(“Class A~~proposal ~~Common~~was ~~Stock”),~~submitted ~~with~~to ~~an exercise price of $14.43 per share (~~the ~~“Prior Option Award Agreement”), which is described~~shareholders inat the ~~Company’s~~Annual ~~Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2025.~~Meeting:

OnTo ~~January~~elect 2,Jack ~~2026~~Mallers, ~~Mr.~~Paolo ~~Meehan and the Company entered into a new option award agreement (the “CFO Amended Option Award Agreement”)~~Ardoino, ~~which superseded and replaced the Prior~~Zachary ~~Option Award Agreement. Pursuant to the CFO Amended Option Award Agreement~~Lyons, onBo ~~January 2~~Hines, ~~2026,~~Raphael ~~Mr. Meehan received an award of stock options to purchase 970~~Zagury,~~201~~ ~~shares~~Jared ofRoscoe ~~Class~~and AVikas ~~Common Stock, with an exercise price of $14~~J.43 ~~per~~Parekh ~~share~~to ~~(such~~serve ~~award,~~until the ~~“CFO~~next ~~Amended Award”).~~annual Ofmeeting ~~the CFO Amended Award, options covering 796,951 shares~~ of ~~Class~~shareholders Aand ~~Common~~until ~~Stock are subject to service-based vesting~~his ~~conditions~~or ~~(such~~her ~~portion~~successor ofis ~~the~~elected ~~CFO~~and ~~Amended Award~~qualified, ~~the~~or ~~“CFO~~until ~~Time-Based~~his ~~Award”),~~earlier ~~and options covering 173~~death,~~250~~ ~~shares of Class A Common Stock are subject to both performance-based vesting conditions and service-based vesting conditions (such portion of the CFO Amended Award~~resignation, ~~the~~or ~~“CFO Performance-Based Award”)~~removal.

The ~~CFO~~number ~~Time-Based~~of ~~Award~~shares ~~will~~of ~~vest~~common asstock ~~follows:~~entitled ~~(x)~~to ~~25%~~vote ofat the ~~CFO~~Annual ~~Time-Based~~Meeting ~~Award~~was ~~will vest on April 1~~304, ~~2026~~842,759, ~~and~~comprising ~~(y)~~all ~~the~~shares ~~remaining 75%~~ of the ~~CFO Time-Based Award will vest quarterly in equal installments between April 1, 2026 and April 1, 2029, in each case, subject to Mr. Meehan~~Company’s ~~continued~~Class ~~employment~~B ~~through the~~common ~~applicable vesting date~~stock. ~~The~~All ~~CFO~~shareholders ~~Performance-Based Award will vest annually in 4 equal tranches on each~~ of the ~~first 4 anniversaries of April 1, 2025, starting on April 1, 2026, and each such tranche will vest subject to (x) Mr. Meehan~~Company’s ~~continued~~Class ~~employment~~B ~~through the~~common ~~applicable~~stock ~~performance~~voted ~~vesting~~in ~~date;~~favor ~~and (y) the satisfaction~~ of ~~each of~~ the ~~following~~above ~~performance~~proposal ~~conditions~~at ~~during~~ the ~~applicable vesting~~Annual ~~year,~~Meeting asand ~~determined by~~ the ~~Board~~seven indirectors ~~good~~were ~~faith: (i) the annual operating budget of the Company shall be within 10% of estimates~~elected asto ~~approved~~serve byuntil the ~~Board;~~next ~~(ii)~~annual ~~the~~meeting ~~Company shall have an unqualified audit~~ of ~~financials,~~shareholders and anuntil ~~unqualified~~his ~~internal~~or ~~controls~~her ~~audit; (iii)~~successor ~~there~~ is noelected ~~loss~~and ~~or misappropriation of~~qualified, or ~~loss~~until ofhis ~~access~~earlier todeath, ~~the Company’s or its subsidiaries’ digital assets (including~~ ~~any digital assets held by a custodian or other third-party on behalf of the Company or its subsidiaries)~~resignation, ~~excluding a loss~~ or loss of access where the Board’s actions materially contributed to such loss or loss of access; and (iv) the growth rate in Bitcoin per share of Class A Common Stock on a fully diluted basis is at least 15% between the Closing Date and the applicable performance vesting dateremoval.

In the event that Mr. Meehan is terminated by the Company without Cause (as defined in the CFO Employment Agreement), or if Mr. Meehan resigns for Good Reason (as defined in the CFO Employment Agreement), Mr. Meehan will be entitled to exercise the portion of the CFO Amended Award that has vested as of such termination, to the extent not exercised, in accordance with the CFO Amended Option Award Agreement. The remaining portion of the CFO Amended Award will be canceled and forfeited as of the termination date, with no consideration to Mr. Meehan.1

In the event that a change in control occurs, and the CFO Amended Award, to the extent outstanding, is not assumed or substituted in connection therewith by the successor of the Company, the CFO Amended Award will vest in full and become exercisable immediately prior to the consummation of the change in control.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

Exhibits 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Dated: March 16, 2026

	Twenty One Capital, Inc.

	By:	/s/ James Nguyen
	Name:	James Nguyen
	Title:	General Counsel and Chief Compliance Officer

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: January 5, 2026
	Twenty One Capital, Inc.
	By:	/s/ James Nguyen
	Name:	James Nguyen
	Title:	General Counsel and Chief Compliance Officer

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