Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when XXI files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRed Flags Detected
- Departure of CEO (new) — CEO Jack Mallers resigned from both his executive role and board seat effective July 20, 2026.
- Related Party Transaction (new) — New CEO Zagury leads Elektron Enterprises LLC, which manages Elektron Energy, the company Twenty One Capital is considering acquiring, creating a potential conflict of interest.
Twenty One Capital CEO Jack Mallers resigns; board appoints Raphael Zagury as successor
Filed July 21, 2026 · Period ending July 15, 2026 · ~1 min read
Key Changes
-
high
Jack Mallers resigned as CEO and director effective July 20, 2026, with no disagreements on operations or financial matters. He receives in cash payments and retains 1,522,407 vested stock options exercisable within 90 days.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
high
Board appointed Raphael Zagury as CEO effective July 20, 2026. Zagury founded Elektron Energy (Bitcoin mining) and previously held executive roles at Goldman Sachs, Merrill Lynch, and Deutsche Bank. Compensation: $600K base salary plus up to $700K annual performance bonus (50% cash, 50% stock).
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
high
Company abandoned previously announced Strike acquisition but continues evaluating Elektron Energy combination. New CEO Zagury is CEO of Elektron Enterprises LLC, which provides management services to Elektron Energy, creating a related-party transaction with undetermined dollar value.
Item 8.01 — Other Events verify on EDGAR → -
low
Board established new committee compensation structure: Audit Committee members receive $20K annually ($35K for chair), Compensation Committee $20K ($25K for chair), and Nominating/Governance Committee $10K ($25K for chair), effective July 15, 2026.
Item 8.01 — Other Events verify on EDGAR →
Summary
Twenty One Capital executed a leadership transition on July 20, 2026, with founder Jack Mallers resigning as CEO and director to focus on Strike, the payments company he founded. The board immediately appointed Raphael Zagury, a Bitcoin mining entrepreneur and former Wall Street executive, as his successor.
While the company states Mallers' departure involved no disagreements on operations or financial matters, the timing coincides with a strategic pivot: Twenty One abandoned its previously announced Strike acquisition but continues evaluating a combination with Elektron Energy, where Zagury serves as CEO of the management company.
This creates a related-party transaction with undetermined value that will require board review under company policy and Texas law. The leadership change brings governance concerns that warrant attention. Zagury's dual role as CEO of Twenty One and leader of a potential acquisition target creates an inherent conflict of interest in evaluating the Elektron transaction. The company disclosed five strategic priorities emphasizing institutional-grade governance and disciplined capital allocation, but the related-party dynamic complicates that narrative. Investors should monitor how the board manages this conflict, whether independent directors adequately scrutinize the Elektron deal terms, and how the company balances Zagury's existing Elektron commitments with his new Twenty One responsibilities.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Board of Directors of the Company (the “Board”) appointed Raphael Zagury, 50, as its CEO, effective July 20, 2026.
The board appointed Raphael Zagury as CEO effective July 20, 2026. Zagury has been a board member since December 2025 and is founder/CEO of Elektron Enterprises LLC, which provides services to Elektron Energy, a Bitcoin mining business. He previously served as CIO at Swan Bitcoin and held executive roles at Goldman Sachs, Merrill Lynch, and Deutsche Bank.
Added in current filing · verify on EDGAR →
Mr. Zagury will receive an annual base salary of $600,000, and he will be eligible to receive an annual performance-based bonus of up to $700,000, subject to (i) the achievement of individual and company performance criteria established by the Board in consultation with Mr. Zagury, and (ii) Mr. Zagury’s continued employment through the payment date. The actual annual bonus, to the extent payable, will be paid 50% in cash and 50% in freely tradeable shares of Class A Common Stock
Zagury's compensation includes $600,000 annual base salary and up to $700,000 performance-based bonus (50% cash, 50% stock), contingent on achieving board-established performance criteria. He will receive an initial stock option award with terms to be agreed, and after three years becomes eligible for annual equity grants. He also receives company-provided security services and a $25,000 annual stipend for financial planning and tax services.
Added in current filing · verify on EDGAR →
As previously announced, the Company is considering a potential acquisition of Elektron Energy Operations Limited and related operations (collectively, doing business as Elektron Energy). As noted above, Mr. Zagury is the Chief Executive Officer of Elektron Enterprises LLC, which provides management and operational services to Elektron Energy. The approximate dollar value of the amount involved in the transaction is not yet determinable.
The company is considering acquiring Elektron Energy, where new CEO Zagury serves as CEO of Elektron Enterprises LLC, which provides management services to Elektron Energy. This creates a related party transaction, though the dollar value is not yet determinable. The disclosure flags a potential conflict of interest in the pending acquisition.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
If Mr. Zagury’s employment is terminated by the Company without Cause (as defined in the CEO Employment Agreement), Mr. Zagury resigns his employment for Good Reason (as defined in the CEO Employment Agreement) or in the event of termination of employment as a result of his death or Disability (as defined in the CEO Employment Agreement), then, in addition to certain accrued amounts, Mr. Zagury will be entitled to the following severance benefits, subject to his execution of a release of all claims against the Company and related persons and continued compliance with certain restrictive covenants: (i) continued payment of his base salary for 12 months following his termination; (ii) reimbursement of the monthly premium for coverage under the Company’s group health plans or an equivalent monthly cash payment thereof, until the earlier to occur of the end of the 12 months following his termination or the date on which Mr. Zagury obtains health and welfare benefits from a subsequent employer
If Zagury is terminated without cause, resigns for good reason, or leaves due to death or disability, he receives 12 months of base salary continuation and health insurance premium reimbursement for up to 12 months, subject to executing a release and complying with restrictive covenants including 12-month non-compete and non-solicitation provisions.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Effective July 15, 2026, Mr. Zagury resigned from the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee of the Company. Effective July 15 2026, the Board appointed (i) Zachary Lyons to the Nominating and Corporate Governance Committee and the Compensation Committee, (ii) Paul Lalljie to the Nominating and Corporate Governance Committee and as Chair of the Audit Committee, and (iii) Karl Olsoni to the Compensation Committee, in each case effective immediately.
Mr. Zagury stepped down from all three board committees. The Board immediately filled the vacancies by appointing Zachary Lyons to two committees, Paul Lalljie to one committee plus Audit Committee chair, and Karl Olsoni to the Compensation Committee. This represents a significant reshuffling of committee membership and leadership.
Added in current filing · verify on EDGAR →
As previously announced, on April 29, 2026, the Company issued a press release regarding the Company’s overview of its operating strategy centered on potential acquisition involving Strike and Elektron. The Company is no longer pursuing the acquisition of Strike.
The company has abandoned its previously announced pursuit of Strike, one of two potential acquisitions disclosed in April 2026. The filing indicates the company is still pursuing the Elektron combination but has walked away from Strike.
Event · Exhibit 99.1
XXI appoints Raphael Zagury as CEO, replacing founder Jack Mallers; Strike to remain standalone, Elektron combination still under evaluation.
Added in current filing · view on EDGAR →
Twenty One Capital, Inc. (“Twenty One” or “XXI”) (NYSE: XXI) today announced that its Board of Directors has appointed Raphael Zagury as Chief Executive Officer, effective July 20. Mr. Zagury succeeds Jack Mallers, who is stepping down to focus on Strike during its next phase of growth.
Raphael Zagury has been appointed CEO effective July 20, 2026, succeeding founder Jack Mallers. Zagury founded and leads Elektron Energy, a large-scale Bitcoin mining company, and brings Wall Street experience from Deutsche Bank, Merrill Lynch, and Goldman Sachs. Mallers is stepping down to focus on Strike, the payments company he founded.
Added in current filing · view on EDGAR →
Twenty One's strategy is focused on building a Bitcoin-native operating company by combining disciplined capital allocation with investments in operating businesses, capital markets capabilities, and Bitcoin-based financial services. To execute this strategy and drive long-term shareholder value, the Company is focused on five strategic priorities: ● Corporate Structure and Governance: Continue to build the organizational, governance, reporting, and control infrastructure of an institutional-grade public company, and set the foundation required to responsibly steward one of the largest Bitcoin balance sheets in the public markets and to earn the trust of long-term shareholders. ● Operating Businesses: Build and acquire high-quality operating businesses that leverage Twenty One's balance sheet while maintaining disciplined capital allocation at the parent company and create a long-term ownership model inspired by Berkshire Hathaway that is built on long-term-duration capital and disciplined reinvestment. ● Capital Markets: Expand the Company's capital markets capabilities through new financing structures and, over time, develop Bitcoin-backed financial products supported by durable operating cash flows. ● Mergers & Acquisitions: Apply a disciplined acquisition framework in which the expected return on any acquisition of businesses, infrastructure, or talent is accretive, using Bitcoin as the Company's investment benchmark. ● Lending and Credit: Build a Bitcoin-native lending and credit platform that enables Bitcoin holders to access liquidity without selling their assets while generating attractive risk-adjusted returns.
The company unveiled five strategic priorities under new leadership: building institutional-grade governance infrastructure, acquiring operating businesses with a Berkshire Hathaway-inspired ownership model, expanding capital markets capabilities to develop Bitcoin-backed financial products, applying disciplined M&A using Bitcoin as the investment benchmark, and building a Bitcoin-native lending platform. The strategy emphasizes cash flow generation and disciplined capital allocation alongside Bitcoin treasury management.
Added in current filing · view on EDGAR →
As previously announced on April 29, 2026, Twenty One was contemplating an operating strategy centered on the potential consolidation of Twenty One, Strike, and Elektron Energy into a single Bitcoin-native platform spanning financial services, mining infrastructure, capital markets, and treasury. In connection with today's leadership transition, Twenty One confirmed that Strike plans to remain a standalone business and is no longer being considered for a business combination with Twenty One.
The company confirmed that Strike, the payments company founded by departing CEO Jack Mallers, will remain standalone and is no longer being considered for combination with Twenty One. This reverses the April 29, 2026 announcement that contemplated consolidating Twenty One, Strike, and Elektron Energy into a single platform.
Added in current filing · view on EDGAR →
The proposed combination of Twenty One Capital with Elektron remains under evaluation and if Twenty One pursues any acquisition of Elektron, any such transactions would constitute related person transactions that would be subject to review and approval in accordance with our related person transaction policy and applicable provisions of the Texas Business Organizations Code. The proposed transaction remains at a preliminary stage, and there is no assurance that a definitive agreement will be signed or that any transaction will be approved or completed.
The potential acquisition of Elektron Energy, the Bitcoin mining company founded and led by new CEO Zagury, remains under evaluation but is at a preliminary stage. Any such transaction would be a related-party transaction requiring board review and approval under company policy and Texas law, with no assurance of completion.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
Mr. Zagury has served as an independent director of the Board and as interim chair of its Audit Committee, as well as a member of the Compensation Committee and the Nominating and Corporate Governance Committee. Although he has resigned from each committee, effective July 15, Mr. Zagury will continue on the Board as a director.
Zagury resigned from all board committees effective July 15, 2026, including as interim Audit Committee chair, but remains on the board as a director. This reflects the transition from independent director to executive officer role.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jul 22, 2026 · How we verify