Metaplanet's executive options pool swelled from 46 million to 319.46 million shares as equity sales funded its Bitcoin purchases, and shareholders are demanding a rollback of roughly 273 million potential shares that management has not conceded.
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Metaplanet's 319M-share options pool draws shareholder rollback demand
Metaplanet's executive options pool expanded nearly sevenfold to 319.46 million shares as the Tokyo-listed firm repeatedly sold equity to fund its Bitcoin purchases, and shareholders now want roughly 273 million of those potential shares canceled. The stock fell 7.5 percent to close at 271 yen on Sept. 7, the session after Chief Executive Simon Gerovich posted a response to the criticism that investors called insufficient.
"The only way out is to roll back the 273 million extra shares, and to replace them with a new, retroactively applied incentive program," shareholder Ragnar, who posts as RoaringRagnar on X, wrote.
The dispute centers on Metaplanet's Series 10 stock acquisition rights, approved in early 2023 at roughly 46 million shares before the company pivoted to a Bitcoin treasury model in April 2024. A floating formula tied the pool to about 20 percent of the fully diluted share count, so each equity raise expanded it. Issued shares climbed from roughly 153.9 million at the start of the strategy to 1.28 billion by the end of June 2026, and the options pool grew with them.
Metaplanet eliminated the adjustment mechanism on Aug. 18, capping the pool at 319.46 million shares and imposing a five-year lockup through Aug. 17, 2031. The company acknowledged in its notice that the clause "amplifies the dilution borne by existing shareholders" and could raise concerns about the relationship between capital-raising decisions and the interests of rights holders. Yet it froze the pool at its expanded size rather than rolling it back.
Ten days after the cap, Gerovich exercised 92,000 Series 10 rights into 64.03 million newly issued shares at the legacy price of 10 yen each, a total cost of roughly 640.3 million yen. At a share price of 244 yen, those shares carried a market value of about 15.6 billion yen, leaving a paper spread of nearly 15 billion yen. The exercise lifted his direct holdings from 15.56 million shares to 79.59 million.
The Bitcoin-per-share overhang
Investors focus on the compensation pool because it directly shapes Metaplanet's central treasury metric: Bitcoin per fully diluted share. As of June 30, the company held 43,000 BTC against roughly 1.63 billion fully diluted shares, translating to about 2,635 satoshis per share. That denominator includes the potential dilution from the Series 10 awards.
Removing the roughly 273 million potential shares created above the pool's original size would raise Metaplanet's Bitcoin exposure to about 3,166 satoshis per share, roughly 20 percent higher, assuming no other changes. Ragnar has questioned why executives should keep the additional compensation after the company itself concluded the mechanism amplified dilution, and noted that an international offering last year generated another 96.25 million potential shares through the clause.
The additional shares carry no new performance conditions tied to Bitcoin-per-share growth or other shareholder-return metrics, although the August changes added the five-year restriction on sales. Metaplanet has proposed shifting up to 90,000 remaining Series 10 rights, representing 62.64 million potential shares, into a new long-term incentive vehicle for executives and employees, with performance and service conditions but no shares beyond the existing ceiling.
Governance scrutiny widens to MMXX
A separate governance debate surrounds MMXX Ventures Limited, a firm established in 2022 that holds about 42.47 million shares, or 3.26 percent of Metaplanet. Gerovich said he is a "significant but non-majority shareholder" of MMXX's parent company and does not participate in its investment or trading decisions. Investors have pressed for more detail on MMXX's ownership and voting structure and on Gerovich's economic exposure to transactions involving Metaplanet.
Gerovich acknowledged shortcomings in the company's communication and said Metaplanet continues to review its governance and compensation. That response has not resolved the central demand: Metaplanet has stopped expanding the options pool with future equity raises, but management has not said it will surrender the roughly 273 million potential shares generated before it abolished the mechanism.
The standoff carries implications beyond one company. Metaplanet, the ninth-largest corporate Bitcoin holder, follows the playbook popularized by MicroStrategy's Michael Saylor: hold Bitcoin on the balance sheet, use equity markets to fund purchases, and let the stock trade as a leveraged proxy for the token. Repeated issuances dilute existing shareholders, and option pools that expand automatically with each raise compound that dilution. How Metaplanet resolves the dispute may shape how investors price the equity-funded treasury model at other listed firms that have adopted it.
This article is for informational purposes only and does not constitute investment advice.
