Twenty One Capital CEO Resigns; Raphael Zagury Named CEO

What Happened

• Twenty One Capital (XXI) announced on July 21, 2026 that CEO Jack Mallers resigned as CEO and as a director, effective July 20, 2026. The company and Mr. Mallers entered a Separation Agreement and Release.
• The Board appointed Raphael Zagury as CEO, effective July 20, 2026. Mr. Zagury has served on the Board since December 2025 and will continue as a director but will no longer serve on the Audit, Nominating & Corporate Governance, or Compensation Committees.

Key Details

• Mallers separation payments and equity: (subject to his release of claims) $50,000 final July 2026 cash payment; $420,455.39 cash in settlement of vested time‑based RSUs; $1,151,046.48 cash to repurchase 226,860 Class A shares previously delivered; and 1,522,407 vested stock options exercisable for 90 days. All unvested options and RSUs are forfeited.
• Zagury compensation and benefits: $600,000 annual base salary; eligible for up to $700,000 annual performance bonus (50% cash / 50% freely tradable Class A shares when paid); an Initial stock‑option award to be agreed; annual $25,000 stipend for financial/tax services; company security services available.
• Zagury severance and covenants: If terminated without Cause, for Good Reason, death or Disability (and upon releasing claims), Zagury is eligible for 12 months’ base salary continuation, health premium reimbursement (up to 12 months), and applicable equity rights; non‑compete and non‑solicit covenants apply for 12 months post‑termination.
• Board and committee updates (effective July 15, 2026): Zagury resigned from Board committees; Zachary Lyons, Paul Lalljie and Karl Olsoni were appointed to committee roles; committee cash fees increased (Audit: $20k member / $35k chair; Compensation: $20k member / $25k chair; Nominating & Governance: $10k member / $25k chair). Two directors (Robert Hines and Zachary Lyons) agreed to waive committee fees.

Why It Matters

• Leadership transition: A new CEO can change strategic priorities, execution and investor communications. Zagury brings crypto/mining and investment experience and has terms that align pay with performance and equity.
• Financial and equity impact: Mallers’ separation settles vested awards and provides cash/option treatment that affects outstanding share economics; unvested awards were forfeited. Zagury’s compensation includes significant equity upside and severance protections that investors should monitor for dilution and governance implications.
• Corporate strategy signals: The filing confirms the company is no longer pursuing the Strike acquisition and notes a potential transaction involving Elektron Energy (where Zagury has ties), which investors should watch for conflicts of interest disclosures and any related‑party transaction details.