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.

On June 30, 2026, the Board of Directors (the "Board") of Twenty One Capital, Inc. (the "Company") appointed Karl Olsoni to the Board, effective June 30, 2026. His term will expire at the 2027 annual general meeting of the shareholders of the Company at which members of the Board are elected or until his earlier death, resignation, disqualification, or removal. In addition, the Board appointed Mr. Olsoni to the Audit Committee of the Board, effective June 30, 2026.

In connection with his appointment, Mr. Olsoni entered into an independent director agreement (the "Independent Director Agreement"), a copy of which is filed herewith as Exhibit 10.1, and the Company's standard form of indemnification agreement, which was filed as Exhibit 10.10 to the Company's Current Report on Form 8-K on December 12, 2025, and described in the Company's Annual Report on Form 10-K filed on March 31, 2026.

Under the Independent Director Agreement, Mr. Olsoni will receive an annual cash retainer of $150,000 and an annual award of Class A Stock of the Company of $150,000 per annum. The Company will also reimburse Mr. Olsoni for all reasonable travel and other out-of-pocket expenses incurred in connection with rendering services for the Company. The foregoing description of the Independent Director Agreement is a summary and qualified in its entirety by reference to the full text of such exhibit.