Metaplanet reduces executive share pool after shareholder backlash

Metaplanet has cut the potential share pool attached to its Series 10 stock acquisition rights by 41.1%, reducing possible issuance to 188.19 million shares after shareholders challenged the dilution created by the executive compensation structure.

The Tokyo-listed bitcoin treasury company said on September 11 that it would lower the number of shares underlying each Series 10 right from 696 to 410. The change reduces the aggregate potential issuance from 319.464 million shares by about 131.27 million shares.

Chief executive Simon Gerovich said the amendment extinguishes more than $220 million in warrant value and lifts bitcoin held per fully diluted share by about 8.8%. He said the company had not intended to reward dilution that was non-accretive or only modestly accretive for existing shareholders.

The Series 10 rights carry an exercise price of 10 yen per share. After taking account of rights already exercised, the number of additional shares that could still be issued falls by 55.5%, from about 236.64 million to 105.37 million, according to the revised terms.

Metaplanet also withdrew a plan to transfer as many as 90,000 Series 10 rights into a long-term incentive vehicle for officers and employees. The company said it would instead design a new compensation framework with external advisers, separating future employee incentives from the disputed Series 10 structure.

The remaining unvested rights will become exercisable in three equal stages, with one-third available in 2029, another third in 2030 and the final third in 2031. Shares acquired under the programme remain subject to restrictions that prevent their sale until August 2031.

The revised conversion ratio of 410 shares per right restores the level that applied before Metaplanet’s international share offering in September 2025. The company said that reference point better reflected the period when equity issuance was generating stronger growth in bitcoin holdings per share.

The amendment follows an earlier August adjustment that had capped the Series 10 pool near 320 million shares, but investor objections continued because the mechanism still left substantial potential dilution. Under the latest reset, management has surrendered a large portion of the prospective economic value attached to the rights while preserving exercises already completed, making the change material for future dilution calculations without reopening transactions that have already settled to date.

Shareholder criticism intensified after the number of shares potentially issuable under Series 10 expanded alongside Metaplanet’s capital raising. Unlike a conventional option award fixed at a set number of shares, the programme was structured so the pool could increase as the company’s fully diluted share count grew.

That mechanism became more consequential as Metaplanet repeatedly sold equity to finance bitcoin purchases. Investors argued that the arrangement allowed management’s potential holdings to expand as ordinary shareholders absorbed dilution, raising questions about whether compensation remained aligned with per-share value creation.

Gerovich has already received 64 million shares through an exercise of Series 10 rights completed on August 28. Those shares are not being cancelled under the amendment. He also retains the right to acquire a further 49.128 million shares under the revised structure.

The company’s decision does not resolve every governance question raised by investors. Shareholders have also sought more clarity over Gerovich’s economic interest in MMXX Ventures, a Metaplanet shareholder. The September 11 announcement focused on the Series 10 amendments and did not provide additional detail on that relationship.

Metaplanet’s shares had come under pressure before the latest change, falling sharply over two trading sessions as investors debated the scale of potential dilution and management’s earlier response. The company’s stock has also lagged bitcoin and shares of Strategy this year, increasing scrutiny of its capital allocation model.

Metaplanet has transformed itself into one of the largest publicly traded corporate holders of bitcoin, using repeated equity issuance and other financing arrangements to expand its cryptocurrency treasury. The strategy has made per-share bitcoin growth a closely watched measure among investors assessing whether fresh capital adds value after dilution.