Metaplanet’s Bitcoin‑driven equity raises swell executive options pool from 46 M to 319 M shares

Metaplanet, a Tokyo‑listed firm that shifted its treasury to Bitcoin in April 2024, has faced shareholder backlash after its executive compensation pool grew far beyond the original size.

Series 10 options pool expands with equity financing

In early 2023 shareholders approved a Series 10 stock acquisition rights plan covering 46 million shares. The plan included an adjustment mechanism that kept the options at roughly 20 % of the fully‑diluted share count. As Metaplanet issued new equity to fund Bitcoin purchases – raising its issued shares from about 153.9 million to 1.28 billion by June 2026 – the mechanism automatically increased the options pool to 319.464 million potential shares.

Mechanism removed but expanded pool remains

On 18 August 2026 Metaplanet eliminated the adjustment clause, capping future expansion. However, the company left the pool at its expanded size, leaving roughly 273 million additional potential shares in place.

CEO exercise adds 64 million shares

Chief Executive Simon Gerovich exercised 92,000 Series 10 rights on 28 August 2026, receiving 64.032 million newly issued shares. He paid ¥10 per share (≈¥640.3 million) while the market price was ¥244, giving the shares a market value of about ¥15.6 billion and a paper spread of nearly ¥15 billion.

Shareholder demands and potential impact

Investor “Ragnar” has called for the cancellation of the 273 million extra shares, arguing that removing them would raise Metaplanet’s Bitcoin‑per‑share metric from roughly 2,635 satoshis to about 3,166 satoshis – a 20 % increase. The demand includes replacing the enlarged award with a performance‑linked incentive program.

Future compensation proposals

Metaplanet has proposed moving up to 90,000 remaining Series 10 rights (≈62.64 million potential shares) into a new long‑term incentive vehicle that would incorporate performance and service conditions without creating additional shares beyond the current ceiling.

Governance scrutiny

Separate concerns involve MMXX Ventures, a recurring shareholder and former lender, and Gerovich’s stake in its parent company. Investors continue to seek clarity on MMXX’s ownership, voting rights, and Gerovich’s economic exposure.