Metaplanet shareholders are calling for the cancellation of about 273 million potential shares awarded to executives after the company’s aggressive expansion into Bitcoin caused an employee stock-options scheme to grow from 46 million shares to 319.464 million.
The dispute concerns Metaplanet’s Series 10 stock acquisition rights, a compensation plan approved by investors in early 2023, before the Tokyo-listed company changed its strategy and began building a Bitcoin treasury.
Under the original terms, the scheme covered 46 million shares. It also included a mechanism designed to keep the number of shares backing the options at a level equivalent to about 20% of a defined fully diluted share count.
That formula became increasingly significant after Chief Executive Simon Gerovich moved Metaplanet towards a Bitcoin treasury model in April 2024. The company repeatedly issued equity to finance Bitcoin purchases, eventually building its holdings to 43,000 BTC.
Metaplanet’s issued shares rose from about 153.9 million near the beginning of its Bitcoin strategy to 1.28 billion by the end of June 2026. Since the Series 10 formula adjusted with the company’s capital structure, the executive options pool expanded alongside the share count.
The potential number of shares rose from 46 million to 319.464 million.
Metaplanet removed the adjustment mechanism on 18 August, preventing the pool from increasing further. However, it left the compensation scheme at its enlarged level instead of reducing it to the original 46 million shares.
The company acknowledged in a notice that the provision “amplifies the dilution borne by existing shareholders”. It also said the arrangement could raise questions about the relationship between decisions to raise capital and the interests of holders of the stock acquisition rights.
Shareholders argue that the mechanism created approximately 273 million additional potential shares before it was abolished and are now seeking their cancellation.
The issue became more contentious after Mr Gerovich exercised part of his award shortly after the amendment.
On 28 August, the chief executive exercised 92,000 Series 10 rights and received 64.032 million newly issued shares. His direct holding increased from 15.56 million shares to almost 79.6 million.
He paid the legacy exercise price of ¥10 per share, meaning the total cost was about ¥640.3 million. With Metaplanet shares trading at ¥244, the new shares had a market value of about ¥15.6bn, creating a paper difference of nearly ¥15bn between that value and the exercise cost.
Those gains cannot currently be realised. Changes made in August placed a five-year lock-up on shares issued under the scheme, generally preventing them from being sold or transferred until August 2031. The dilution, however, took place when the shares were issued.
Mr Gerovich held 276,000 of the 459,000 Series 10 rights outstanding on 30 June. After exercising 92,000 rights, he would have about 184,000 remaining, assuming there have been no other changes. Other executives and employees also hold rights, with further parts of the awards due to vest through 2028.
Investors are focused on the scheme because it affects one of Metaplanet’s key Bitcoin treasury measures: Bitcoin per fully diluted share.
At 30 June, Metaplanet held 43,000 BTC against approximately 1.63 billion fully diluted shares. That represented about 2,635 satoshis per share, with the denominator including the possible dilution from the Series 10 awards.
Shareholder Ragnar is among those seeking the removal of the additional potential shares. Writing on X, he said: “Removing those potential shares from the denominator would raise Metaplanet’s Bitcoin exposure to about 3,166 satoshis per share, roughly 20% higher, assuming no other changes.”
Ragnar has questioned why executives should retain the additional compensation after Metaplanet accepted that the adjustment mechanism increased dilution and created concerns about incentives surrounding capital raising.
He also highlighted Metaplanet’s international offering last year, which he said generated a further 96.25 million potential shares through the same clause. According to Ragnar, shareholders raised public concerns about the arrangement in September and October 2025, several months before Metaplanet removed the mechanism.
The extra shares are not subject to new performance conditions linked to Bitcoin-per-share growth or other shareholder-return measures. The August changes did, however, introduce the five-year restriction on selling the shares.
Ragnar believes the enlarged award should be replaced with compensation linked directly to future performance, rather than preserving benefits built up under a formula the company has since abandoned.
Further governance questions
The compensation dispute has also become linked to a separate governance debate involving MMXX Ventures, a regular Metaplanet shareholder and former lender.
Mr Gerovich recently said he is a “significant but non-majority shareholder” of MMXX’s parent company and does not take part in the entity’s investment or trading decisions.
Investors have continued to ask for more information about MMXX’s ownership and voting arrangements, as well as Mr Gerovich’s economic exposure to transactions involving Metaplanet.
Metaplanet has proposed transferring up to 90,000 remaining Series 10 rights into a new long-term incentive vehicle for executives and employees. Those rights represent 62.64 million potential shares. The proposed structure could include performance and service conditions without increasing the existing ceiling on shares.
Mr Gerovich has acknowledged shortcomings in the company’s communication and said Metaplanet is continuing to review its governance and compensation arrangements.
That response has not satisfied the central shareholder demand. Although Metaplanet has stopped the options pool expanding through future equity issues, management has not said it will give up the roughly 273 million potential shares created before the adjustment mechanism was removed.
Bitcoin was down 0.86% over the previous 24 hours and remained ranked number one by market capitalisation.
Oluwapelumi covers Bitcoin’s potential and writes about topics including decentralised finance, hacks, mining and cryptocurrency culture, with a focus on the sector’s transformative impact. Gino Matos is a law school graduate and journalist with six years of experience in the cryptocurrency industry, specialising primarily in Brazilian blockchain developments.
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