Twenty One Capital, Inc.

Item 8.01 Other Events. Effective July 15, 2026, Mr. Zagury resigned from the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee of the Company. Effective July 15 2026, the Board appointed (i) Zachary Lyons to the Nominating and Corporate Governance Committee and the Compensation Committee, (ii) Paul Lalljie to the Nominating and Corporate Governance Committee and as Chair of the Audit Committee, and (iii) Karl Olsoni to the Compensation Committee, in each case effective immediately. On July 15, 2026, upon the recommendation from the Compensation Committee, in light of the additional commitment and activities resulting from the relevant roles, the Board approved additional compensation for members of the Board’s committees, as follows (i) for the Audit Committee, $20,000 per annum for a member and $35,000 per annum for the chairperson; (ii) for the Compensation Committee, $20,000 per annum for a member and $25,000 per annum for the chairperson; and (iii) for the Nominating and Corporate Governance Committee, $10,000 per annum for a member and $25,000 per annum for the chairperson, in each case, commencing on the later of July 15, 2026 and the date such director begins service on the relevant Board committee, which amounts shall be paid in cash in equal monthly installments, prorated for any partial year of service on the relevant Board committee. Robert Hines, chair of the Nominating and Corporate Governance Committee and the Compensation Committee, and Zachary Lyons, member of the Nominating and Corporate Governance Committee and the Compensation Committee, have each agreed to waive their compensation as members of these committees. As previously announced, on April 29, 2026, the Company issued a press release regarding the Company’s overview of its operating strategy centered on potential acquisition involving Strike and Elektron. The Company is no longer pursuing the acquisition of Strike. On July 21, 2026, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1. Cautionary Note on Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s leadership transition; its ability to build a Bitcoin-native operating company by combining disciplined capital allocation with investments in operating businesses, capital markets capabilities, and Bitcoin-based financial services; the metrics the Company will use to measure its success; the Company’s operating and financial performance; its ability to drive and execute its strategy and drive long-term shareholder value; the Company’s strategic priorities on corporate structure and governance, operating businesses, capital markets, mergers and acquisitions and lending and credit; the Company's proposed combination with Elektron and the process for execution, timing, terms, or likelihood of completion of any transaction. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results, or achievements to be materially different from the Company's expectations and projections expressed or implied by the forward-looking statements. Important factors include, but are not limited to, those discussed under the caption “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 13, 2026 and in the Company's other filings with the SEC. Forward-looking statements speak only as of the date of this Current Report on Form 8-K and are based on information available to the Company as of the date of this Current Report on Form 8-K, and the Company assumes no obligation to update such forward-looking statements, all of which are expressly qualified by the statements in this section, whether as a result of new information, future events or otherwise, except as required by law. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description No. ──────────────────────────────────────────────────────────────────────────────────────────────────────────── 10.1 Separation Agreement and Release between the Company and Jack Mallers, dated July 20, 2026. 10.2 Employment Agreement between the Company and Raphael Zagury, dated July 20, 2026. 99.1 Press release issued by Twenty One Capital, Inc. on July 21, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).