Metaplanet caps Series 10 option pool at 319 million shares amid Bitcoin treasury shift

Shareholder Criticism and Option Plan Details

Simon Gerovich issued a statement on September 6 after investors questioned the expansion of Metaplanet’s Series 10 executive option pool—a mechanism established in December 2022 to reward seven officers and employees with rights tied to about 20% of the company’s fully diluted shares.

Metaplanet’s management recognized that recent communication with shareholders regarding transparency and structure around executive compensation had not met expectations, promising clearer explanations in the future.

The company fixed the maximum size of the option plan at 319,464,000 shares on August 18, after earlier permitting the pool to automatically expand whenever new shares were issued. This occurred as Metaplanet ramped up Bitcoin purchases in 2024, funding the acquisitions through new share issues, warrants, and other financial instruments.

According to the board, the automatic adjustment mechanism had amplified dilution for existing shareholders. While the cap now limits further increases, the company decided not to reverse adjustments already made in connection with the Bitcoin treasury plan. One vocal shareholder, who uses the pseudonym Bitcoin Pharaoh, calculated that at least 273 million shares in the pool stemmed from dilution occurring after Metaplanet adopted the strategy in April 2024—a figure Metaplanet has not officially confirmed.

Mini dictionary: Series 10 executive option program – a share-based incentive mechanism for employees and executives, granting rights linked to the company’s total share count, and subject to vesting and transfer restrictions.

Gerovich’s Role and MMXX Ventures Connection

Gerovich also responded to questions about his ties to MMXX Ventures, a major Metaplanet shareholder. He clarified he owns a non-majority stake in the parent company of MMXX Ventures but does not participate in the management or direct its trading activities. Despite this, Metaplanet has previously disclosed his voting connection to MMXX in regulatory filings, but distinctions between voting control and direct economic ownership have not been fully detailed.

Gerovich emphasized that while he holds a stake in MMXX’s parent, he neither manages MMXX nor exerts influence over its buying or selling of Metaplanet shares.

A shareholder known as Bitcoin Pharaoh claimed MMXX Ventures had sold approximately 50 million shares during Metaplanet’s rally in 2024. Metaplanet has not addressed or confirmed this assertion.

Requests for Metaplanet to disclose full ownership details of MMXX or cancel the additional 273 million shares have not been met. The company has not committed to further transparency on these specific points.

Market Impact and Future Steps

Following the executive’s statements, Metaplanet shares closed at about ¥255 on September 8 in Tokyo, marking a nearly 6% decrease for the trading session and leaving the stock well below its peak from June 2025. The company now holds 43,000 BTC, representing a significant increase in digital assets, and has allocated 2,100 BTC plus $2.5 million to a proposed Bitcoin treasury platform in collaboration with Nasdaq-listed Super League.

The Series 10 plan is expected to vest the next batch of rights on February 8, 2027. Existing rightsholders may move a portion of their options into a yet-undisclosed new long-term incentive structure for executives and employees, though details on size, ownership, or mechanics remain unknown.

At present, Metaplanet has not announced any independent investigation or a shareholder vote regarding the Series 10 program. Official documentation confirms the current terms, including the 319,464,000-share cap and the five-year lock-up on shares acquired through the plan; however, lingering questions about MMXX’s ownership structure and Gerovich’s economic interests have not been resolved.