Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the re-election of directors in the annual meeting of shareholders of Twenty One Capital, Inc. (the "Company") as disclosed in Item 5.07 below, pursuant to the governance agreement (the "Governance Agreement") by and among the Company, Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable ("Tether"), iFinex, Inc., a British Virgin Islands company, and Stellar Beacon LLC, a Delaware limited liability company ("SoftBank"), on March 12, 2026, each of Paolo Ardoino, Zachary Lyons, Bo Hines and Raphael Zagury (together, the "Tether Affiliate Group Directors") and Jared Roscoe and Vikas J. Parekh (together, the "SoftBank Directors") executed and delivered a letter of resignation from the Company's board of directors and all applicable committees thereof, which resignation shall become effective immediately upon request by Tether, with respect to the Tether Affiliate Group Directors, or SoftBank, with respect to the SoftBank Directors, as applicable.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders entitled to vote in such meeting on March 12, 2026 (the "Annual Meeting"). The following proposal was submitted to the shareholders at the Annual Meeting:

To elect Jack Mallers, Paolo Ardoino, Zachary Lyons, Bo Hines, Raphael Zagury, Jared Roscoe and Vikas J. Parekh to serve until the next annual meeting of shareholders and until his or her successor is elected and qualified, or until his earlier death, resignation, or removal.

The number of shares of common stock entitled to vote at the Annual Meeting was 304,842,759, comprising all shares of the Company's Class B common stock. All shareholders of the Company's Class B common stock voted in favor of the above proposal at the Annual Meeting and the seven directors were elected to serve until the next annual meeting of shareholders and until his or her successor is elected and qualified, or until his earlier death, resignation, or removal.