Twenty One Capital, Inc. 8-K

What Happened

• Twenty One Capital, Inc. (XXI) filed an 8-K on Jan 6, 2026 disclosing that on Jan 2, 2026 it replaced a prior option award to CFO Steven Meehan with a new option award (the “CFO Amended Award”) for 970,201 shares of Class A common stock at an exercise price of $14.43 per share. The prior award (from Dec 8, 2025) covered 941,620 options and was superseded by the new agreement.

Key Details

• Total options granted under the amended agreement: 970,201 options; exercise price: $14.43 per share.
• Time-based portion: 796,951 options. Vesting: 25% on April 1, 2026; remaining 75% vest quarterly in equal installments from April 1, 2026 through April 1, 2029, subject to continued employment.
• Performance-based portion: 173,250 options. Vesting: four equal annual tranches beginning April 1, 2026 (each subject to continued employment and Board-determined satisfaction of these performance conditions during the vesting year): (i) annual operating budget within 10% of Board-approved estimates; (ii) unqualified audits of financials and internal controls; (iii) no loss/misappropriation or loss of access to the Company’s digital assets (with limited exceptions); and (iv) at least 15% growth in Bitcoin per Class A share (fully diluted) from the Closing Date to the performance vesting date.
• Termination and change-in-control provisions: vested options remain exercisable if Meehan is terminated without Cause or resigns for Good Reason; unvested options are forfeited on termination. If a change in control occurs and the award is not assumed or substituted, the award will vest in full immediately prior to the change in control.

Why It Matters

• This amendment increases the total option grant to the CFO and ties a meaningful portion to both continued service and specific performance milestones (including digital-asset safeguards and Bitcoin-per-share growth). For investors, that means potential dilution if options are exercised, but also that management incentives are linked to audited results, digital-asset security, budget discipline and Bitcoin growth. The vesting and change-in-control treatment affect the timing of potential dilution and the CFO’s retention incentives.