Metaplanet CEO Cancels $220M in Series 10 Stock Rights

On Sept. 11, Tokyo Stock Exchange-listed Metaplanet announced it had reset its Series 10 stock acquisition rights, canceling 131.3 million potential shares — 41.1% of the Series 10 pool — and removing more than $220 million of warrant value. The action cut remaining unexercised shares by 55.5% to about 105.4 million. The board moved the reference date from June 30, 2026 to Sept. 1, 2025 and reduced the conversion ratio to 410 shares per right from 696.

The board reviewed prior equity financings using the premium to Bitcoin net asset value at issuance, the BTC Yield generated and the effect on shareholder value. Financings through mid-2025 sold at higher premiums and materially increased Bitcoin per fully diluted share. The company’s September 2025 international offering and subsequent capital raises were completed at more modest premiums and added Bitcoin per share at a slower pace.

Metaplanet reported BTC Yield peaked at 129.4% in the second quarter of 2025 after holdings rose to about 13,350 BTC from 4,046 BTC. Yield fell to 33% the following quarter, to 11.9% in the fourth quarter of 2025 and to 2.8% in the first quarter of 2026. The company said it still holds roughly 43,000 BTC. Because the Series 10 pool originally adjusted with diluted share count, later financings that issued new stock but added relatively little Bitcoin expanded potential executive upside relative to existing shareholders. In August the board removed the automatic adjustment mechanism and fixed the Series 10 pool at 319.5 million potential shares based on the June 30, 2026 share count.

Metaplanet said canceling 131.3 million potential shares raises Bitcoin per fully diluted share by about 8.8% without additional purchases, since the denominator of diluted shares has been reduced. The board also abandoned a prior proposal to transfer up to 90,000 Series 10 rights into a new employee incentive pool; those rights will be canceled as part of the reduction.

Matthew Sigel, head of digital assets research at VanEck, described the revision as a “meaningful concession” and estimated the CEO would forfeit about $123 million of the contested Series 10 compensation. Simon Gerovich, Metaplanet’s CEO, said the September 2025 offering marked when capital raises became “less accretive” and that the Series 10 structure had given holders disproportionate value. He added the company will develop a new plan with a leading global compensation consultant to incentivize new hires and will share details as the design progresses.

Unvested Series 10 rights will become exercisable in three equal tranches in 2029, 2030 and 2031. Shares received on exercise will remain subject to a five-year lock-up. The board plans to work with a global compensation consultant and other advisers to design a replacement incentive program that aligns rewards with the quality of future capital raises.

Metaplanet is pursuing international expansion, including a pending acquisition of a controlling stake in Nasdaq-listed Super League Enterprise and the formation of Metaplanet Asset Management Asia Limited in Hong Kong. The company said the new incentive plan must fit a larger organization and avoid recreating the dilution issue the board has addressed.