Metaplanet’s equity raises swell exec options to 319.5M

Metaplanet’s pivot to a Bitcoin treasury and repeated equity raises transformed a 46 million-share executive options plan into roughly 319.464 million potential shares, and investors are asking the company to cancel about 273 million of the added shares.

The Series 10 stock acquisition rights were approved in early 2023 and originally covered 46 million shares. The plan included an automatic adjustment formula designed to keep the option pool near 20% of a defined fully diluted share count. After CEO Simon Gerovich led Metaplanet to hold Bitcoin as a treasury asset in April 2024, the company issued fresh shares to fund purchases.

Issued shares rose from about 153.9 million when the Bitcoin strategy began to roughly 1.28 billion by the end of June 2026. Because the Series 10 formula updated with the expanding share base, the executive options pool grew to about 319.464 million potential shares.

Metaplanet removed the adjustment mechanism on Aug. 18 and capped future expansion, but it left the enlarged compensation pool in place rather than returning it to the original size. That left management with roughly 273 million additional potential shares created before the clause was abolished. Shareholders say those extra potential shares increased dilution for existing investors and are asking the company to cancel them and replace the award with a new incentive plan tied to performance.

The dispute intensified after Gerovich exercised part of his award on Aug. 28. He exercised 92,000 Series 10 rights at the legacy exercise price of ¥10 per share and received 64.032 million newly issued shares. He paid about ¥640.3 million to exercise the rights. At a Metaplanet share price of ¥244, those shares had a market value near ¥15.6 billion, creating an unrealized paper spread of roughly ¥15 billion. The company introduced a five-year lockup in August that generally prevents sale or transfer until August 2031, but dilution occurred when the new shares were issued.

Investors point to the effect on Metaplanet’s Bitcoin-per-share metric. As of June 30 the company held about 43,000 BTC and had roughly 1.63 billion fully diluted shares, equal to about 2,635 satoshis per share. Removing the roughly 273 million extra potential shares from the denominator would increase that figure to about 3,166 satoshis per share, an increase near 20% assuming no other changes. Investor Ragnar wrote on X: “The only way out is to roll back the 273 million extra shares, and to replace them with a new, retroactively applied incentive program.”

Metaplanet has proposed moving up to 90,000 remaining Series 10 rights, representing about 62.64 million potential shares, into a new long-term incentive plan that could include performance and service conditions without raising the overall share ceiling. The company also acknowledged in a notice that the adjustment clause “amplifies the dilution borne by existing shareholders” and said it would cap future expansion. Gerovich has acknowledged shortcomings in the company’s communication and said Metaplanet is reviewing its governance and compensation arrangements.

Separately, investors have raised questions about MMXX Ventures, a recurring shareholder and former lender. Gerovich has described himself as a “significant but non-majority shareholder” of MMXX’s parent and has said he does not participate in MMXX’s investment or trading decisions. Investors continue to seek additional disclosure on MMXX’s ownership and voting structure and on Gerovich’s economic exposure to transactions involving Metaplanet.

Other executives and employees hold remaining Series 10 rights, with portions scheduled to vest through 2028. An international offering last year added about 96.25 million potential shares through the adjustment clause. Metaplanet has stopped expanding the executive options pool tied to equity raises, but it has not agreed to surrender the roughly 273 million extra potential shares that investors want canceled.