Written by: Oluwapelumi Adejumo

Translated by: Saoirse, Foresight News

Metaplanet is aggressively investing in Bitcoin assets, which has led to concerns about executives receiving substantial unexpected compensation, prompting shareholders to demand the company revoke this reward.

The crux of the dispute is that this Tokyo-listed company has continuously issued stocks to raise funds for Bitcoin purchases, causing the executive option pool to swell concurrently. Shareholders are currently demanding the cancellation of approximately 273 million potential shares included in the management compensation plan during the expansion process.

Bitcoin financing drives up executive compensation pool

The focal point of the controversy is Metaplanet's Series 10 stock options. This plan was approved by shareholders early in 2023 before the company transitioned to digital assets business, with an initial allocation of 46 million shares.

This plan included an adjustment mechanism with the aim of keeping the underlying shares corresponding to the options at about 20% of the company's defined total diluted shares.

In April 2024, CEO Simon Gerovich pushed for the transformation of Metaplanet into a Bitcoin treasury model, leading to significant changes in the company's funding needs. Metaplanet has raised capital multiple times in the equity market to purchase Bitcoin, ultimately holding a treasury of 43,000 Bitcoins.

From around 153.9 million shares issued at the start of the Bitcoin strategy, the total number of shares grew to 1.28 billion by the end of June 2026. As the calculation formula for the Series 10 options adjusts with the company’s capital structure, the executive option pool expanded from the initial 46 million shares to 319.464 million potential shares.

Metaplanet abolished this adjustment mechanism on August 18, locking the option pool from further expansion.

The company acknowledged in the announcement that this clause "would amplify the equity dilution pressure borne by existing shareholders" and could raise questions about whether the financing decisions conflict with the interests of the option holders.

However, Metaplanet merely froze the compensation pool at the expanded level, without reverting it to the original scale. This means that the approximately 273 million potential shares newly added before the mechanism was abolished still belong to the management.

CEO exercises partial reward for 64 million shares

Just a few days after the revised plan in August took effect, Gerovich exercised part of his compensation reward, leading to intensified opposition from shareholders.

On August 28, the CEO exercised 92,000 Series 10 options, obtaining 64.032 million newly issued shares. This transaction increased his direct holdings from 15.56 million shares to nearly 79.6 million shares.

Gerovich completed the exercise at the old exercise price of 10 yen per share, with a total expenditure of about 640.3 million yen. Based on Metaplanet's stock price of 244 yen, the market value of these newly issued shares is approximately 15.6 billion yen, resulting in an exercise paper gain of nearly 15 billion yen.

This profit has not yet been realized. The revised terms in August stipulate a 5-year lock-up period for shares obtained through this plan, meaning they cannot be sold or transferred before August 2031 under normal circumstances.

However, the dilution effect has already occurred once the new shares were issued.

As of June 30, among the 459,000 circulating Series 10 options, Gerovich held 276,000. After exercising 92,000 options, assuming other conditions remain unchanged, he has about 184,000 options left. Other executives and employees also hold additional options, and remaining rewards will continue to belong until 2028.

Compensation legacy issues impact per-share Bitcoin metrics

Investors are particularly concerned about this compensation pool because it directly affects the core metric of Metaplanet's treasury strategy: the number of Bitcoins per share after full dilution.

As of June 30, the company held 43,000 Bitcoins, corresponding to approximately 1.63 billion fully diluted shares, equivalent to about 2,635 Satoshis per share. This total share capital denominator already includes the potential dilution brought about by the Series 10 reward.

Shareholder Ragnar is one of the main petitioners, demanding the direct cancellation of approximately 273 million potential shares that exceed the original compensation plan size. He stated on the X platform:

"The only way out is to cancel these 273 million additional shares and replace them with a new incentive plan that has retroactive effect."

Assuming other conditions remain unchanged, removing these potential shares from the total share capital denominator would increase Metaplanet's per-share Bitcoin exposure to about 3,166 Satoshis, a rise of approximately 20%.

Ragnar raised a question: Since Metaplanet has already acknowledged that this mechanism exacerbates shareholder dilution and brings potential financing incentives issues, why can the executives retain this additional compensation?

He also mentioned that Metaplanet's international issuance last year similarly relied on this adjustment clause to generate an additional 96.25 million potential shares. According to him, shareholders publicly questioned this arrangement months before the company canceled the mechanism, during September to October 2025.

This batch of newly added shares did not establish any performance assessment criteria tied to per-share Bitcoin growth or other shareholder return metrics; it only added a 5-year selling restriction in the August revision.

Ragnar argues that the company should replace this inflated reward with a compensation plan linked to future performance metrics instead of retaining the accumulated benefits under the now-abandoned rules.

Corporate governance review extends to MMXX Ventures

Beyond the compensation dispute, another governance controversy has escalated tensions, targeting MMXX Ventures—Metaplanet's long-term shareholder and former lending party.

Gerovich recently stated that he is a "significant but non-controlling shareholder" of MMXX's parent company and does not participate in the investment and trading decisions of that entity.

However, investors continue to demand more information be disclosed: ownership of MMXX, voting structures, and Gerovich's economic exposure in transactions related to Metaplanet.

Metaplanet proposed a plan to transfer up to 90,000 remaining Series 10 options (corresponding to 6.264 million potential shares) into a new long-term incentive tool for executives and employees. The new plan can set performance and service year requirements and will not create new shares beyond existing limits.

Gerovich acknowledged that the company has shortcomings in external communication and stated that Metaplanet will continue to review corporate governance and compensation systems.

However, this response did not address the core demands of shareholders. Although Metaplanet will no longer expand the executive option pool through subsequent equity financing, management has not committed to relinquishing the approximately 273 million potential shares generated before the mechanism was abolished.