Metaplanet has trimmed its controversial management equity reward pool after shareholders pushed back hard on what they called excessive dilution of their holdings.
The Tokyo-based bitcoin treasury company reduced the total pool of potential shares in its Series 10 Stock Acquisition Rights plan by 41%, cutting it from 319.4 million to 188.2 million. This was done by resetting the conversion ratio from 1:696 back to 1:410, the level it was at before the company’s September 2025 international share offering.
The stock dropped 3.8% on Friday and is down 15% over the past five trading days.
CEO Simon Gerovich said the change “extinguishes over $220 million of warrant value.” He also said it increases Metaplanet’s Bitcoin per fully diluted share by about 8.8%.
A Letter to Metaplanet Shareholders:
Over the past several weeks, many of you have asked questions about Metaplanet's compensation structure, governance, and the decisions we made as we transformed the business in less than two years from a struggling Japan-centric hotel…
— Simon Gerovich (@gerovich) September 11, 2026
The Series 10 plan was originally set up in 2022, giving management a pool equal to 20% of the company’s fully diluted share capital rather than a fixed number of shares. When Metaplanet pivoted in 2024 to a strategy of selling stock to buy bitcoin, new investors objected, saying the floating structure rewarded management at their expense.
Shareholder criticism intensified after the pool expanded from 46 million shares to 319.5 million. Some investors called on the company to cancel all 273 million of the additional potential shares created by that expansion.
Despite the reduction, Gerovich will not return the 64 million shares he received through an August 28 rights exercise under the old, larger pool. He also retains rights to acquire another 49.1 million shares under the revised structure.
Gerovich said he recused himself from the board’s vote on the adjustment because he holds Series 10 rights.
Metaplanet also withdrew its earlier plan to transfer up to 90,000 rights into an employee incentive vehicle. The company said it will work with an external compensation consultant to design a new plan. Under the revised terms, all unvested rights will vest in equal thirds in 2029, 2030, and 2031.
VanEck’s head of digital asset research, Matthew Sigel, called the move a “meaningful concession” that better aligns management with shareholders.
Separately, Metaplanet announced plans to establish Metaplanet Asset Management Asia Limited in Hong Kong. The subsidiary will launch later in September with $1 million in initial capital.
The new entity will trade Bitcoin, equities, and credit products during Asian market hours. It is part of Metaplanet’s “Project Nova,” a broader plan to build a Bitcoin-centered financial services platform covering asset management, securities, and capital markets.
In June, Metaplanet agreed to acquire Siiibo Securities for 2.1 billion yen ($13.1 million) as part of that push.
On August 18, the company acknowledged that expanding the pool “amplifies the dilution borne by existing shareholders.”
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