Mallers Jack 4

What Happened

• Jack Mallers, CEO of Twenty One Capital (XXI), was granted 1,607,866 restricted stock units (RSUs) and received 35,579 shares as part of an annual bonus on April 9, 2026. The RSU grant is recorded at $0 acquisition price on the Form 4, and the bonus shares were issued at a fair market value of $6.64 per share ($236,250).
• To satisfy tax withholding and related obligations, a total of 130,292 shares were withheld/disposed: 10,425 shares (at $6.64, $69,222) and 119,867 shares (at $6.64, $795,917), for total withholding proceeds of $865,139. Net, Mallers’s position increased by 1,513,153 shares (1,643,445 shares acquired − 130,292 shares withheld).
• At the reported per-share price of $6.64, the 1,607,866 RSU grant has an implied market value of roughly $10.7 million (1,607,866 × $6.64 ≈ $10.68M).

Key Details

• Transaction date: April 9, 2026; Form 4 filed April 13, 2026 (filed within the required reporting window).
• Grants/acquisitions: 1,607,866 RSUs (A) @ $0; 35,579 bonus shares (A) @ $6.64 (total $236,250).
• Withholdings/disposals: 10,425 shares (F) @ $6.64 ($69,222); 119,867 shares (F) @ $6.64 ($795,917). Total withheld ≈ $865,139.
• Vesting schedule (RSUs): 321,573 RSUs vested as of April 1, 2026; the remaining 1,286,293 RSUs vest quarterly in equal tranches over the next four years.
• Footnotes: F1 = portion of 2025 annual bonus paid in stock; F2 = shares withheld to satisfy tax withholding; F3 = RSU grant and vesting schedule (each RSU converts to one share upon vesting).
• Shares owned after transaction: not specified in the provided filing excerpt.

Context

• These transactions are awards and tax-withholding actions (codes A and F). The RSU grant is a compensation award (not an open-market purchase) and vests over time; the withheld shares reflect routine tax withholding, not a market sale by the insider. Awards like RSUs are compensation-related and do not by themselves signal a buying decision in the open market.