Metaplanet Reduces Executive Equity Pool by Over 41% Following Shareholder Backlash

This adjustment reflects a growing trend among companies to align executive compensation with shareholder interests, particularly in volatile markets like cryptocurrency.

• Metaplanet announced a 41.1% reduction in its Series 10 stock acquisition rights pool on September 11, 2026, following shareholder backlash.
• The potential share issuance was cut from 319.464 million to 188.19 million shares, improving Bitcoin holdings per share by approximately 8.8%.
• CEO Simon Gerovich recused himself from the board vote and acknowledged the extinguishment of over $220 million in warrant value.

• Metaplanet adopted a Bitcoin treasury strategy in 2024, financing cryptocurrency purchases through repeated equity issuances, which led to shareholder dilution concerns.
• The Series 10 plan initially set executive compensation at 20% of fully diluted share capital, causing the equity pool to expand automatically with new issuances, drawing criticism from investors.
• Shareholder objections intensified after an August 2026 adjustment that capped the pool near 320 million shares without addressing prior expansions, prompting the recent amendments.

Metaplanet's decision to cut its Series 10 executive equity pool by 41.1% is a direct response to mounting shareholder criticism regarding dilution and executive compensation structures. The company, which has been actively acquiring Bitcoin since adopting its treasury strategy in 2024, faced backlash as its equity compensation plan expanded automatically with each new issuance. This structure, which set executive compensation at 20% of fully diluted share capital, meant that as more shares were issued to finance Bitcoin purchases, the value of existing shares was diluted, leading to investor discontent.

The recent amendments, which reduced the potential share issuance from 319.464 million to 188.19 million shares, were designed to address these concerns. By adjusting the conversion ratio from 696 to 410 shares per right, Metaplanet aims to improve the Bitcoin holdings per fully diluted share by approximately 8.8%. This move extinguishes over $220 million in warrant value, a significant concession that aligns management interests more closely with those of shareholders.

Additionally, the company withdrew plans to transfer rights into an employee incentive vehicle, indicating a shift towards a more conservative approach to executive compensation. The vesting schedules for remaining rights have been reset to 2029–2031, with shares subject to sale restrictions until August 2031. This restructuring is intended to rebuild trust with investors and signal a commitment to more responsible governance.

CEO Simon Gerovich's decision to recuse himself from the board vote further underscores the seriousness of the situation. By retaining 64 million shares from a prior exercise, he demonstrates a personal stake in the company's performance, which may help to reassure investors. Analysts have noted that this revision is a meaningful concession that aligns management with shareholder interests, a crucial factor in maintaining investor confidence in a volatile market.

As Metaplanet moves forward, it plans to establish a Hong Kong subsidiary for trading execution, which could open new avenues for growth and investor engagement. However, the focus remains on improving Bitcoin-per-share metrics, a critical indicator for investors in the cryptocurrency space.

• Shareholders: Directly impacted by changes in share value and governance practices.
• Executives: Their compensation structures are altered, affecting their financial incentives.
• Investors in cryptocurrency: Broader implications for market confidence and investment strategies.

• Future compensation frameworks: Watch for announcements regarding new compensation structures and how they align with shareholder interests.
• Market reactions to Bitcoin holdings: Monitor how changes in Bitcoin-per-share metrics affect Metaplanet's stock performance.
• Establishment of the Hong Kong subsidiary: This could influence trading execution and investor engagement, impacting share value.