TheBlock
Metaplanet is reversing course on a chunk of its controversial executive compensation plan, cutting Series 10 stock acquisition rights by 41%, from about 319.5 million potential shares to 188.2 million. CEO Simon Gerovich said the move wipes out more than $220 million of warrant value and lifts bitcoin (BTC) held per diluted share by roughly 8.8%. The conversion ratio, which had ballooned to 696 shares per option right, will be reset to 410 shares, roughly where it stood a year ago before Metaplanet's international share offering. The company is also scrapping a plan to shift some old Series 10 rights into a new employee incentive pool; those rights will be canceled, with a separate compensation program to follow.
Why it matters
The reversal lands in the middle of a brutal stretch for the Tokyo-listed bitcoin treasury. Metaplanet (MTPLF) shares fell about 17% over two sessions earlier this week after Gerovich's initial response failed to settle investors. The stock is down more than 38% year-to-date, lagging bitcoin's roughly 10% drop and Strategy (MSTR), off about 13% over the same stretch.
The structural concern was dilution mechanics. Series 10 referenced Metaplanet's growing share count rather than a fixed pool, so every equity raise to buy bitcoin mechanically widened the option base, shifting value to warrant holders at the expense of common shareholders. Gerovich acknowledged later issuance gave Series 10 holders "disproportionate value" relative to existing holders. Resetting the conversion ratio to roughly year-ago levels is, in effect, an admission that more recent capital raises were less accretive on a per-share bitcoin basis.
Market impact
Remaining options are staggered for exercise: one-third each in 2029, 2030 and 2031, with shares received under the program restricted from sale until August 2031. For investors watching Metaplanet as the third-largest publicly traded corporate bitcoin holder, the open question is whether governance reset plus tighter dilution math closes the persistent gap with Strategy.
Frequently asked questions
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What is Metaplanet's Series 10 plan?
Series 10 is a stock acquisition rights program set in early 2023. It gave executives and other holders the right to buy shares at a discounted 10 yen each, but unlike fixed option grants, the pool size scaled with Metaplanet's growing share count rather than staying capped.
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How much was the Series 10 option pool cut?
Metaplanet reduced potential shares from about 319.5 million to 188.2 million, a 41% cut. CEO Simon Gerovich said the reset wipes out more than $220 million of warrant value and lifts bitcoin held per diluted share by about 8.8%.
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Why did Metaplanet reverse course on the plan?
Gerovich acknowledged later stock issuance had given Series 10 holders disproportionate value relative to existing shareholders. The reset came after Metaplanet (MTPLF) shares fell about 17% over two trading sessions on the original plan's disclosure.
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What happens to remaining Series 10 options now?
Remaining options are staggered for exercise, with one-third becoming exercisable in each of 2029, 2030 and 2031. Shares received under the program remain restricted from sale until August 2031, and a planned transfer of some rights into a new employee incentive pool has been scrapped.
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How is Metaplanet performing versus bitcoin and Strategy?
MTPLF shares are down more than 38% year-to-date, lagging bitcoin's roughly 10% drop over the same period and Strategy (MSTR), off about 13%. Metaplanet remains the third-largest publicly traded corporate bitcoin treasury.
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