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Metaplanet faces shareholder push to unwind expanded executive bitcoin options
Shareholders are seeking cancellation of about 273 million potential shares created after Metaplanet froze an expanded Series 10 executive options pool, even as it funded bitcoin buying by issuing equity.
Metaplanet’s shift to a bitcoin treasury model has sparked a dispute over executive compensation dilution, with shareholders asking the Tokyo-listed firm to unwind an expanded options pool tied to its Series 10 stock acquisition rights, according to CryptoSlate.
The company originally set the Series 10 plan to cover 46 million shares, with an adjustment mechanism intended to keep the options’ underlying share count linked to a benchmark equal to roughly 20% of a defined fully diluted share count. That share count grew as Metaplanet repeatedly issued equity to fund bitcoin purchases, building a treasury to 43,000 BTC and raising total issued shares from about 153.9 million at the start of the strategy to 1.28 billion by the end of June 2026.
Because the Series 10 formula adjusted alongside Metaplanet’s capital structure, the executive options pool expanded to 319.464 million potential shares. Metaplanet acknowledged the clause could amplify dilution borne by existing shareholders, but froze the compensation pool at the expanded size rather than rolling it back, leaving management with roughly 273 million additional potential shares generated before the mechanism was abolished.
The controversy intensified after CEO Simon Gerovich exercised part of his compensation award shortly after an August amendment. On Aug. 28, he exercised 92,000 Series 10 rights and received 64.032 million newly issued shares, lifting his direct holdings to nearly 79.6 million, with a total cost of about ¥640.3 million at the legacy exercise price of ¥10 per share. At a Metaplanet share price of ¥244, the newly issued shares carry a market value of roughly ¥15.6 billion, leaving a paper spread of nearly ¥15 billion, the outlet reported.
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