Mallers Jack 4

4 · Twenty One Capital, Inc. · Filed Jul 21, 2026

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Updated Jul 21, 2026

Twenty One Capital Former CEO Jack Mallers Sells 307,253 Shares

What Happened

Jack Mallers, former Chief Executive Officer and Director of Twenty One Capital (XXI), disposed of 307,253 shares to the company as part of a Separation Agreement dated July 20, 2026.
The transactions consisted of a cash payment for 80,393 vested RSUs at $5.23 each ($420,455) and a repurchase of 226,860 Class A shares at $5.23 each ($1,186,478). Unvested RSUs were forfeited for no consideration.

Key Details

Transaction date: July 20, 2026; filing date: July 21, 2026 (appears timely).
Price per share: $5.23. Total proceeds to Mallers: $1,606,933.
The Form 4 footnotes state: (F1) cash-out of 80,393 vested RSUs at $5.23; (F4) repurchase of 226,860 shares at $5.23; (F3) forfeiture of unvested RSUs for no consideration; (F2) a prior Form 4 overstated beneficial ownership by 360 shares and the current filing shows the corrected amount.
This was a disposition to the issuer (company repurchase/separation), not an open-market sale.

Context

These actions were executed under a Separation Agreement between Mallers and the company — effectively a negotiated cash settlement and share repurchase tied to his departure. Such issuer repurchases and RSU cash-outs are common in executive separations and do not necessarily indicate trading sentiment about the company.

Form 4Exit

Period: 2026-07-20

DirectorSee Remarks

Transactions

Disposition to Issuer
Class A common stock
[F1][F2][F3]
2026-07-20$5.23/sh−80,393$420,455→ 226,860 total
Disposition to Issuer
Class A common stock
[F4]
2026-07-20$5.23/sh−226,860$1,186,478→ 0 total

Footnotes (4)

[F1]Pursuant to the Separation Agreement and Release entered into by the Issuer and the reporting person on July 20, 2026 (the "Separation Agreement"), the Issuer agreed to make a cash payment of $5.23 per restricted stock unit ("RSU") for the 80,393 RSUs that vested as of July 1, 2026 in full satisfaction of such RSUs.
[F2]Due to an administrative error, the reporting person's Form 4 filed on April 13, 2026 inadvertently overstated the amount of securities beneficially owned following reported transactions by 360 shares. The amount reported in Column 5 reports the correct amount of securities beneficially owned.
[F3]Reflects the forfeiture of unvested RSUs, for no consideration, pursuant to the Separation Agreement, in an exempt transaction under Rule 16a-4(d).
[F4]Pursuant to the Separation Agreement, the Issuer agreed to repurchase 226,860 shares of Class A common stock held by the reporting person for $5.23 per share in cash.

Signature

/s/ James Cong Hoan Nguyen, as Attorney-in-Fact|2026-07-21

1 file