Metaplanet Cuts 41% Of Its Executive Option Pool After Shareholder Backlash

Metaplanet CEO Simon Gerovich said the board has reset the company’s Series 10 stock acquisition rights, canceling 41% of the potential shares tied to the plan, after weeks of investor anger over dilution, insider exercises, and governance.

In a letter posted on X and a Tokyo Stock Exchange filing dated September 11, 2026, the company said it will cut the conversion ratio from 696 shares per right to 410 — the level that existed just before its September 2025 international offering. Remaining unvested rights now vest in three equal slices in 2029, 2030, and 2031. A planned transfer of rights into a long-term staff incentive vehicle has been withdrawn.

Gerovich recused himself from the board vote as a Series 10 holder and said he supports the change. All holders of the rights consented.

The controversy

The fight was over how Metaplanet paid the team that turned a small Japanese hotel operator into one of the world’s largest listed Bitcoin treasury companies.

Series 10 rights were approved years earlier as a 20% fully diluted equity package. Because the pool was designed to stay at that percentage, it grew automatically as Metaplanet issued stock to buy Bitcoin. What started as a plan tied to roughly 46 million shares ballooned to about 319.5 million potential shares.

On August 18 the company froze the pool at that enlarged size and added a lock-up through August 17, 2031. Critics said a freeze was not a fix: the extra ~273 million shares were still there. Ten days later Gerovich exercised 92,000 vested rights and received 64.03 million new shares at ¥10 each, lifting his direct stake to about 79.6 million shares. Shareholders argued that management had admitted the structure amplified dilution, then kept the value it created.

A second thread concerned MMXX Ventures, a disclosed Metaplanet shareholder. Earlier Japanese filings described Gerovich as holding indirect majority voting rights in the vehicle. He later said he is a significant but non-majority holder of MMXX’s parent, has no executive role there, and has no say in its trading. That did not end the questions. Metaplanet stock fell about 17% over two sessions after his first public reply, even as Bitcoin was little changed.

Vocal holders, including accounts posting as Ragnar and The Bitcoin Pharaoh, demanded a rollback of the extra rights, not just a cap, plus clearer ownership of MMXX.

What changed

The September 11 amendment is the rollback investors asked for — though not all the way to the original 46 million-share size.

• Each of the 459,000 Series 10 units now covers 410 shares instead of 696.

• Aggregate potential shares fall 41.1%, from 319.46 million to 188.19 million.

• After shares already delivered on exercise, remaining potential shares fall 55.5%, from 236.64 million to 105.37 million.

• Exercise price stays ¥10. Lock-up on shares received, including past exercises, still runs to August 17, 2031.

• Unvested rights cannot be exercised until August 18, 2029, 2030, and 2031 in equal thirds.

• The earlier plan to move up to 90,000 rights into a staff incentive vehicle is canceled. A new hire plan will be designed with an outside compensation consultant.

Gerovich said the reset “extinguishes over $220 million of warrant value” and lifts Bitcoin per fully diluted share by about 8.8%. The filing puts holdings at 43,000 BTC as of September 11, 2026, and effective diluted shares after the change at about 1.50 billion, or 0.0286646 BTC per effective diluted share.

The company framed September 1, 2025 — the last Bitcoin-purchase disclosure before the international offering — as the fair cutoff. Before that date, it argued, value was driven mainly by the original team. After it, growth came more from larger capital raises that were still accretive, but less so, and the floating 20% formula gave Series 10 holders “disproportionate value.”

Why the plan existed

Gerovich’s letter is partly a defense of the original design. Metaplanet was a near-bankrupt hotel company when it pivoted to Bitcoin in 2024. Cash pay was low. Holders bought the rights with their own money, accepted multi-year vesting, and would have received almost nothing if the bet failed. The formula was disclosed and showed up in the company’s BTC-per-share and “BTC Yield” metrics.

The concession is that disclosure is not the same as understanding, and that a structure built for a turnaround no longer fits a global treasury company with a largely international shareholder base. “Leadership requires the willingness to revisit past decisions when circumstances change,” he wrote.

Strive CEO Matt Cole replied to Gerovich’s letter:

“Metaplanet has crushed it since starting its Bitcoin journey. Appreciate you taking shareholder concerns seriously and laying out a thoughtful path forward. This is good for the broader industry.

The digital gold rush is only beginning. It’s going to be fun battling it out with you and your team at the top of the Bitcoin treasury leaderboard for years to come.”

That is notable inside the small club of public Bitcoin treasury firms. Strive has been one of the names investors compared Metaplanet against during the selloff.

What is still open

The amendment does not unwind shares already issued on exercise, including Gerovich’s late-August conversion. Those shares stay outstanding and locked until 2031. MMXX ownership and past sales are not newly detailed in the TSE notice. A separate September 11 filing proposes a capital reduction and surplus transfer ahead of a December 18 extraordinary meeting, aimed at creating more room for dividends or buybacks — a capital-structure move, not a direct answer to the option fight.

Gerovich also pointed to board refresh (five new directors across the 2025 and 2026 AGMs; nine of ten directors independent), a larger professional staff, and a pending controlling stake in Nasdaq-listed Super League Enterprise as evidence the company is institutionalizing.

The market test is whether holders treat a 41% cut and a delayed vest as enough alignment — or whether they keep pressing for a full reset to the pre-Bitcoin-pivot pool. For now, management has done what the loudest shareholders demanded last week: it did not just freeze the extra paper. It canceled a large piece of it.