Twenty One Capital Names Raphael Zagury as Chief Executive Officer Following Jack Mallers' Departure

Jack Mallers' Exit and Separation Package Terms

Jack Mallers departed his role as Chief Executive Officer and director of Twenty One Capital, Inc. on July 20, 2026. The company disclosed that Mallers' departure was not related to any disagreements with the company regarding its operations, policies, practices—whether financial or otherwise—or issues regarding financial disclosures, accounting, or legal matters. This clarification is typically included in filings when departures occur to signal the separation was amicable and not indicative of internal conflicts or governance concerns.

Under the terms of the Separation Agreement and Release executed between the company and Mallers, the former CEO received multiple components of compensation. These included a final $50,000 fixed remuneration payment for July 2026, less applicable taxes, and a $420,455.39 cash payment in settlement of his vested time-based restricted stock units, also subject to tax withholding. Additionally, the company agreed to repurchase 226,860 shares of Class A Common Stock previously delivered to Mallers in settlement of vested time-based restricted stock units and in connection with his 2025 annual bonus for $1,151,046.48, less certain taxes. Mallers retained 1,522,407 vested stock options to purchase Class A common stock, which he may exercise during the 90-day period following the separation date. All unvested stock options and restricted stock units previously granted to Mallers were forfeited for no consideration in accordance with their terms.

Raphael Zagury Appointed as New Chief Executive Officer

Raphael Zagury, age 50, has been appointed as Chief Executive Officer of Twenty One Capital, Inc., effective July 20, 2026. Zagury joined the company's board of directors in December 2025 and brings extensive experience in finance and operations. He is the founder and Chief Executive Officer of Elektron Enterprises LLC, which provides management and operational services to Elektron Energy, a Bitcoin mining and energy infrastructure business. This background is particularly relevant given the company's disclosed consideration of a potential acquisition of Elektron Energy Operations Limited.

Prior to his role at Elektron Enterprises, Zagury served as Chief Investment Officer at Swan Bitcoin from 2023 to 2024. His earlier career experience includes founding One Partners, an investment bank, and co-founding OpenCo, a lending fintech platform where he served as Chief Financial Officer and led multiple capital raises through Series D funding. Zagury also held executive and trading positions at major financial institutions, including Goldman Sachs, Merrill Lynch, and Deutsche Bank in New York. He holds an MBA from Yale University and a Bachelor of Arts degree in Economics from IBMEC. The disclosure confirms there are no family relationships between Zagury and any director or other executive officer, and no arrangements or understandings were made between Zagury and other persons pursuant to which he was selected.

Zagury's Compensation Structure and Employment Terms

The company disclosed the material terms of Raphael Zagury's employment agreement, dated July 20, 2026. Zagury will receive an annual base salary of $600,000 and is eligible to receive an annual performance-based bonus of up to $700,000. The bonus eligibility is conditioned upon the achievement of individual and company performance criteria established by the board in consultation with Zagury, as well as his continued employment through the payment date. The actual annual bonus, to the extent paid, will be distributed 50% in cash and 50% in freely tradeable shares of Class A Common Stock, subject to trading restrictions under applicable securities laws, the company's insider trading policy, and applicable withholding requirements.

In connection with his appointment, Zagury will receive an award of stock options to purchase shares of Class A Common Stock with amount and terms to be mutually agreed between the company and Zagury. This Initial Award will be granted subject to the company's 2025 Stock Incentive Plan and an award agreement to be executed between the parties. Following the third anniversary of the Initial Award's grant date, Zagury will be eligible to receive annual equity grants consistent with his CEO role, as determined by the board based on its good faith assessment and in consultation with Zagury. Additionally, Zagury will receive company-provided security services for himself and his family and an annual stipend of $25,000 towards personal financial planning and tax services.

Severance and Protective Covenants in Zagury's Agreement

The CEO Employment Agreement includes provisions addressing potential termination scenarios. If Zagury's employment is terminated by the company without Cause, he resigns for Good Reason, or his employment terminates due to death or Disability—all terms defined in the employment agreement—he will be entitled to severance benefits. These benefits are conditional upon his execution of a release of all claims against the company and related persons and his continued compliance with certain restrictive covenants. The disclosure does not provide the specific definitions of "Cause," "Good Reason," or "Disability" as contained in the agreement, referring readers to the full employment agreement for complete terms.

The severance package includes continued payment of base salary for 12 months following termination, reimbursement of monthly premiums for coverage under the company's group health plans or an equivalent monthly cash payment, continuing until the earlier of 12 months following termination or when Zagury obtains health and welfare benefits from a subsequent employer. Zagury would also retain any rights with respect to equity awards under the applicable award agreements. The CEO Employment Agreement contains restrictive covenants, including non-competition and non-solicitation provisions effective for 12 months following termination of employment. These covenants are standard protective measures for executives in sensitive positions overseeing strategic initiatives.

Board Committee Changes and Independence Considerations

Upon his appointment as CEO, Raphael Zagury ceased serving as a member of the Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee of the company. The filing states that Zagury will continue to serve as a member of the company's board, but will no longer serve on these three committees. This change is consistent with standard corporate governance practices, as executives serving as CEO typically recuse themselves from certain board committees to maintain appropriate governance structures and reduce potential conflicts of interest.

The disclosure notes that as CEO, Zagury will not be considered independent under New York Stock Exchange listing standards and applicable federal and state securities laws. This is a standard consequence of executive officer appointments and does not indicate any governance deficiency. The company's board governance structure will need to ensure that appropriate independent director representation remains on all required committees, particularly the Audit Committee, which typically requires a majority or all independent directors under exchange listing standards and regulatory requirements.

Elektron Energy Acquisition Considerations and Related Interests

The filing discloses that the company is considering a potential acquisition of Elektron Energy Operations Limited and related operations, collectively doing business as Elektron Energy. The announcement notes that Raphael Zagury, in his capacity as Chief Executive Officer of Elektron Enterprises LLC, provides management and operational services to Elektron Energy. This relationship between the incoming CEO and a potential acquisition target represents a material conflict of interest that investors may be monitoring closely, given its potential implications for transaction structuring, pricing, and governance.

The company disclosed that the approximate dollar value of the amount involved in the transaction is not yet determinable. This language indicates the acquisition discussions remain in preliminary stages without a definitive agreement, valuation, or expected transaction timeline. Investors should anticipate that any material developments regarding this potential acquisition—including a definitive agreement, valuation, financing arrangements, or regulatory considerations—would be disclosed in future filings. The dual role of Zagury as both CEO of the company and operator of a potential acquisition target will likely require careful disclosure and governance protocols to ensure compliance with securities laws and to maintain investor confidence in the transaction's fairness and rationale.

Leadership Transition and Strategic Implications

The transition from Jack Mallers to Raphael Zagury represents a significant leadership change for Twenty One Capital, Inc. While the company stated Mallers' departure was not due to disagreements over operations, policies, or financial matters, the circumstances surrounding the timing and the appointment of Zagury—who was added to the board only eight months prior—may indicate a planned strategic shift. Zagury's background in Bitcoin mining operations, energy infrastructure, and investment banking positions him to potentially guide the company's strategic direction, particularly regarding the Elektron Energy acquisition under consideration.

The appointment of an external executive with deep operational expertise in Bitcoin mining and energy infrastructure suggests the company may be prioritizing expansion or transformation within those sectors. Investors may be evaluating whether Zagury's expertise and existing business relationships will enhance the company's strategic positioning and capital allocation decisions. The relatively swift appointment of Zagury from board member to CEO within eight months, combined with the disclosed potential acquisition of Elektron Energy, signals the company may be executing a deliberate strategic initiative. Future investor communications and quarterly filings will provide additional context on management's priorities and the company's capital allocation strategy under Zagury's leadership.

Compliance with Securities Regulations and Disclosure Obligations

The executive leadership transition has been disclosed in compliance with Section 13 or 15(d) of the Securities Exchange Act of 1934, through a Form 8-K Current Report filed on July 21, 2026, with the earliest event reported on July 15, 2026. The filing includes Item 5.02, which addresses departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers. This form of disclosure is standard when material changes occur in a company's executive leadership or when new compensatory arrangements are established.

The company disclosed that it is an emerging growth company as defined in applicable securities regulations and has indicated it does not intend to use the extended transition period for complying with new or revised financial accounting standards. This status may provide certain regulatory accommodations but also signals the company's commitment to applying current accounting standards. The full separation agreement with Mallers and the CEO employment agreement with Zagury have been attached as exhibits to the Current Report, making them available to investors through SEC EDGAR for detailed review. These exhibits contain the complete legal terms and conditions governing the respective arrangements.

Investor Considerations and Forward-Looking Factors

Twenty One Capital investors should monitor several key developments following this leadership transition. The company's consideration of the Elektron Energy acquisition, combined with Zagury's operational and financial interests in that same business segment, will warrant close attention to ensure proper disclosure and governance protocols are maintained throughout any transaction process. Investors should review the complete employment agreement and separation agreement exhibits filed with this announcement for specific details regarding equity vesting schedules, performance metrics for bonus calculations, and the precise definitions of termination-related triggers and severance calculations.

The company disclosed that the dollar value of the potential Elektron Energy transaction is not yet determinable, indicating significant uncertainty regarding transaction structure, timing, and financing. Investors should anticipate future regulatory filings regarding any material progress, including preliminary merger documents, definitive agreements, fairness opinions, or financing arrangements. The 12-month restrictive covenants in Zagury's employment agreement, including non-competition and non-solicitation provisions, are consistent with protecting the company's interests and strategies. As an emerging growth company, the organization's evolution under new leadership and any strategic initiatives disclosed in future quarterly or annual filings will provide important information for stakeholders evaluating the company's execution and capital deployment.