Metaplanet’s Bitcoin expansion has exposed an executive compensation windfall that shareholders want the company to unwind.
The dispute centers on an executive options pool that expanded as the Tokyo-listed company repeatedly issued equity to finance its Bitcoin purchases.
Shareholders are now demanding the cancellation of roughly 273 million potential shares added to management’s compensation package during that expansion.
Bitcoin fundraising swelled the executive pay pool
The controversy centers on Metaplanet’s Series 10 stock acquisition rights. Shareholders approved the plan in early 2023, before the company’s pivot to digital assets, and it initially covered 46 million shares.
The plan also contained an adjustment mechanism designed to maintain the shares underlying the options at a benchmark equal to roughly 20% of a defined fully diluted share count.
The company’s capital needs changed dramatically when Chief Executive Simon Gerovich pivoted Metaplanet to a Bitcoin treasury model in April 2024. Metaplanet repeatedly tapped equity markets to fund purchases that eventually built its treasury to 43,000 BTC.
Issued shares climbed from approximately 153.9 million around the start of the Bitcoin strategy to 1.28 billion by the end of June 2026. Because the Series 10 formula adjusted alongside the company’s capital structure, the executive options pool expanded with it, rising from the original 46 million to 319.464 million potential shares.
Metaplanet eliminated the adjustment mechanism on Aug. 18, capping future expansion.
The company acknowledged in its notice that the clause “amplifies the dilution borne by existing shareholders” and could create concerns about the relationship between capital-raising decisions and the interests of the stock acquisition rights holders.
Yet, Metaplanet froze the compensation pool at its expanded size rather than rolling it back to its original level.
That left management with roughly 273 million additional potential shares generated before the mechanism was abolished.
Gerovich turns part of the award into 64 million shares
The shareholder pushback intensified after Gerovich exercised part of his compensation award just days after the August amendment.
On Aug. 28, the CEO exercised 92,000 Series 10 rights and received 64.032 million newly issued shares. The transaction lifted his direct holdings from 15.56 million shares to nearly 79.6 million.
Gerovich paid the legacy exercise price of ¥10 per share, bringing the total cost to approximately ¥640.3 million.
At a Metaplanet share price of ¥244, those newly issued shares carry a market value of roughly ¥15.6 billion, leaving a paper spread of nearly ¥15 billion between their market value and the amount paid to exercise the rights.
Those gains remain unrealized. The August amendment subjected shares obtained through the plan to a five-year lockup that generally prevents their sale or transfer until August 2031.
However, the dilution occurred when the new shares were issued.
Gerovich held 276,000 of the 459,000 outstanding Series 10 rights as of June 30. After exercising 92,000, he would retain about 184,000 rights, assuming no other changes. Other executives and employees hold additional rights, with further portions of the awards scheduled to vest through 2028.
The compensation overhang hits Bitcoin per share
Investors are particularly focused on the compensation pool because it directly affects one of Metaplanet’s central treasury metrics: 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.
Shareholder Ragnar is among those demanding the outright cancellation of the roughly 273 million potential shares created above the original size of the compensation plan. He 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.”
Removing those potential shares from the denominator would raise Metaplanet’s Bitcoin exposure to about 3,166 satoshis per share, roughly 20% higher, assuming no other changes.
Ragnar has questioned why executives should keep the additional compensation after Metaplanet concluded that the mechanism amplified shareholder dilution and raised concerns about the incentives around capital raising.
He also pointed to Metaplanet’s international offering last year, which he said generated another 96.25 million potential shares through the adjustment clause. According to him, shareholders publicly questioned the arrangement in September and October 2025, months before the company removed the mechanism.
The additional shares also carry no new performance conditions tied to Bitcoin-per-share growth or other shareholder-return metrics, although Metaplanet’s August changes introduced the five-year restriction on sales.
Ragnar argued that the company should replace the enlarged award with compensation tied directly to future performance rather than preserve benefits accumulated under the abandoned formula.
Governance scrutiny expands to MMXX
Compounding the compensation dispute is a separate governance debate surrounding MMXX Ventures, a recurring Metaplanet shareholder and former lender.
Gerovich recently said he is a “significant but non-majority shareholder” of MMXX’s parent company and does not participate in the entity’s investment or trading decisions.
Investors have continued to seek greater detail about MMXX’s ownership and voting structure, as well as Gerovich’s economic exposure to transactions involving Metaplanet.
Metaplanet has also 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. The structure could include performance and service conditions without creating shares beyond the existing ceiling.
Gerovich has acknowledged shortcomings in the company’s communication and said Metaplanet continues to review its governance and compensation
That response has yet to resolve the central shareholder demand. Metaplanet has stopped expanding its executive 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.
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