Metaplanet shareholders seek cancellation of 273 million executive option shares

  • Metaplanet shareholders demand cancellation of 273 million potential executive compensation shares.
  • Series 10 rights expanded from 46 million to 319.464 million potential shares.
  • Gerovich exercised 92,000 rights for 64.032 million shares on Aug. 28.

Metaplanet shareholders are demanding the cancellation of roughly 273 million potential shares added to the company’s executive compensation pool as the Tokyo-listed firm repeatedly issued equity to finance its Bitcoin treasury strategy. The Series 10 stock acquisition rights initially covered 46 million shares after shareholder approval in early 2023, but an adjustment mechanism tied the pool to roughly 20% of a defined fully diluted share count. After Chief Executive Simon Gerovich shifted Metaplanet to a Bitcoin treasury model in April 2024, issued shares rose from approximately 153.9 million to 1.28 billion by the end of June 2026, while the options pool expanded to 319.464 million potential shares. Metaplanet removed the adjustment mechanism on Aug. 18 but froze the pool at its enlarged size. Gerovich then exercised 92,000 rights on Aug. 28 for 64.032 million shares at ¥10 each, creating a paper spread of nearly ¥15 billion at a share price of ¥244, although the shares are generally locked up until August 2031. The dispute affects Bitcoin per fully diluted share, which stood at about 2,635 satoshis based on 43,000 BTC and roughly 1.63 billion fully diluted shares as of June 30. Removing the disputed shares would raise that figure to about 3,166 satoshis, or roughly 20% higher, assuming no other changes. Metaplanet has proposed moving up to 90,000 remaining Series 10 rights, representing 62.64 million potential shares, into a new long-term incentive vehicle, but management has not said it will surrender the roughly 273 million shares created before the mechanism was abolished. Investors are also seeking more information about MMXX Ventures, a recurring Metaplanet shareholder and former lender, including Gerovich’s economic exposure and its ownership and voting structure.

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