Governance Tensions Rise at BNB Treasury Firm as Major Holders Clash Over SEC Disclosures

YZi Labs (formerly Binance Lab) — **Binance-affiliated investment firm yZI Lab’s, which has been affiliated with the company, publicly accused asset manager 10X Capital on Wednesday of failing to comply with US securities disclosure requirements. The row follows more widespread governance changes at CEA Industries. ****

The company accused 10X Capital of failing to comply with SEC rules requiring disclosure of ownership stakes once a certain threshold is reached, in an official blog post.

YZi Labs Accuses 10X Capital of Reporting Violations

The dispute centers on CEA Industries, which is referred to as its Nasdaq ticker, BNC. It describes itself as ‘running the world’s largest corporate treasury of $BNB, which is its biggest corporate debt.

But for crypto market participants, the situation is particularly relevant. The treasury strategy of BNC tied it closely with Binance ecosystem. Company’s large $BNB holdings may be managed under governance or asset management changes, which could affect how its.

Both YZi Labs and 10X Capital hold positions in BNC, and recent developments indicated an escalating contest over governance.

But the new allegations come just one week after YZi Labs publicly denied earlier claims by BNC about Nasdaq rules related to when it holds its Annual Meeting of Stockholders. During that February 13 statement, BNC said it was “fully compliant” and rejected what it described as “false” and “reckless” claimss.

In a formal letter to 10X Capital on Wednesday, YZi Labs claimed that the asset manager failed to properly report its ownership stake in CEA Industries.

YZi Labs (@yzilabs) February 18, 2026

Under US securities law, investors that accumulate more than 5% of the shares of a public company have to disclose their holdings. And that’s how other shareholders know if there is any change of influence in the way might be.

YZi Labs reported that since late 2025, 10X Capital has owned over 5% of BNC’s shares. Nevertheless, it did not file a Schedule 13D to formal report that stake or disclose that it may have been working with other shareholders.

Similarly, YZi Labs claimed that BNC’s board chairman Hans Thomas did not file the SEC filing required by directors to disclose their initial share ownership in the company.

YZi Labs’ investment partner Alex Odagiu said ‘SEC disclosure rules are not ‘personal preferences’ or ‘optional housekeeping’ – they are the standard and non-negotiable requirements for anyone who wants a seat on. public company Board”. If you can’t manage timely Section 16 filings and clear ownership disclosure, you should not be managing a public company. Paraphrast.

But the allegations emerged the same day that BNC’s Board of Directors announced plans for a proposal to amend its Asset Management Agreement with 10X Capital.

Governance Stakes Rise Over Asset Deal

The Board said in its proposal that it is seeking lower management fees, a shorter contract term and more flexible termination provisions are sought in the proposed proposals. This move is part of a larger effort to improve operational flexibility and long-term value, it said.

YZi Labs publicly confirmed the end of a previously unrequited side deal with 10X that had limited amendments to the deal, and it followed what it described as ‘an extensive review of the agreement’.

🔔 $BNC Board is moving forward with a proposal to amend the Asset Management Agreement with 10X Capital.

Seeking:
• Lower fees
• Shorter term
• Better termination rights

10X has indicated willingness to renegotiate.

Look forward to constructive discussions ahead for the…

$BNB

Network Company (BNC) (@BNBNetworkCo) February 18, 2026

With that restriction lifted, the Board said it is moving forward with renegotiation discussions.

YZi Labs’ own regulatory filings follow the developments, which also unfold alongside . In the past, the investment firm revealed it had crossed the 5% ownership threshold after the company’s share purchases and later formed a shareholder group.

Crossing that threshold is significant under both federal securities law and Nevada corporate law, where CEA Industries is incorporated.

Nevada law governs shareholder rights and board authority while federal rules require disclosure, but Nevada laws do not allow for the release of a phraser. A shareholder’s ability to initiate actions, such as consent solicitations, or to influence governance decisions can be influenced by ownership levels.

And against that point, the timetable of the disclosure dispute and the Board’s push to revise 10X’ – its asset management deal – could be more than regulatory filings. But it may also reflect deeper questions about control and strategic direction at the $BNB-based public company.

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