Metaplanet Cuts Executive Stock Pool by 41%, Wiping Out $220 Million in Warrant Value
Metaplanet cut its Series 10 executive warrant pool by 41%, extinguishing over $220 million in value, as the company overhauls a compensation design that failed under dilution pressure.
Metaplanet has cut its Series 10 executive stock acquisition rights pool by 41%, canceling about 131.3 million potential shares and, by the company’s own valuation, extinguishing more than $220 million in warrant value.
Chief Executive Simon Gerovich announced the reset in a shareholder letter published Friday, where he also linked the company’s filing with the Tokyo Stock Exchange. The move lowers the pool from 319.46 million potential shares to 188.19 million by resetting the warrant conversion ratio from 1:696 to 1:410, the level that stood before the company’s international share offering in September 2025. Gerovich said the reduction raises Bitcoin per fully diluted share by about 8.8%, a company projection rather than an independent figure.
The retreat follows weeks of shareholder anger over dilution. The plan, created in 2022, set the executive reward pool at 20% of fully diluted share capital instead of a fixed number of shares, so the pool expanded automatically each time the company issued stock to buy Bitcoin. It grew from 46 million shares to 319.5 million before the board froze it in August, when the company acknowledged the expansion “amplifies the dilution borne by existing shareholders.” Pressure sharpened after Gerovich exercised 92,000 rights in late August, converting them into roughly 64 million shares under the old terms.
For a sector that copies its leaders, the episode is a governance warning. Metaplanet is the largest publicly traded Bitcoin owner in Asia and, as Gerovich wrote, the only non-US company among the top 16 global Bitcoin treasury platforms. The floating design that got it into trouble was fully disclosed, and Gerovich conceded the lesson directly: “We also now recognize that disclosure and awareness are not always equivalent.” Other treasury companies using dilution-linked compensation now face the question of whether their own structures would survive the same investor scrutiny.
The fix leaves much of the controversy intact. Shares already delivered through prior exercises will not be returned or canceled, so Gerovich keeps the 64 million shares he received in August, and he retains rights to a further 49,128,000 shares under the revised terms. All unvested rights now face tighter conditions, with one-third of the pool exercisable in each of 2029, 2030 and 2031, and the five-year lock-up agreed in August unchanged. The planned transfer of up to 90,000 rights into an employee incentive pool is withdrawn and those warrants are canceled; a new compensation program will be designed with a global compensation consultant the company has not named.
Gerovich, the only director holding Series 10 rights, recused himself from the board’s deliberation and vote, which carried with the unanimous consent of all Series 10 holders. He has also appointed five new board members across the 2025 and 2026 shareholder meetings, half of the ten-member board, nine of whom are independent. The TSE filing on the amendment is available on the company’s disclosures page.
Metaplanet shares fell 3.8% on Friday, a five-day decline of 15%. Separately, the company said it will incorporate Metaplanet Asset Management Asia Limited in Hong Kong later this month with $1 million in initial capital, a trading unit for Bitcoin, equities and credit products under its Project Nova expansion.
