Metaplanet’s independent directors publicly defended the company’s revised executive share plan on Tuesday, arguing that executives paid fair value for the warrants and face vesting, lockup and exercise restrictions, after months of shareholder anger over dilution. The defense leaves two questions unanswered: what happens to the shares CEO Simon Gerovich already exercised in August, and the exact nature of his relationship with MMXX Ventures.
The dispute centers on the Series 10 stock acquisition rights plan, an instrument that has grown far beyond its original size as Metaplanet transformed itself from a failing hotel operator into Asia’s largest corporate Bitcoin holder. The gap between what shareholders were promised and what the option pool became is now the defining governance fight at any Japanese company this year.
How the plan ballooned
The Series 10 plan started in December 2022 as a relatively contained instrument covering about 46 million potential shares. That was before Metaplanet pivoted to its aggressive Bitcoin accumulation strategy in April 2024, a move that required wave after wave of capital raises to fund the coin purchases.
Each capital raise expanded the stock option pool through an adjustment clause that maintained executive compensation at roughly 20% of fully diluted shares. By June 30, 2026, the pool had swelled to 319,464,000 potential shares, nearly seven times its original size. If exercised in full at the plan’s 10-yen-per-share price, the payout structure would generate about 3.19 billion yen for the company.
Shareholders noticed. Investor groups had been calling for the cancellation of approximately 273 million potential shares added to the plan after the Bitcoin pivot, arguing the automatic expansion rewarded executives for diluting ordinary holders rather than for performance. German outlet BTC-ECHO put the value of the criticized warrants in the hundreds of millions of dollars, and coverage of the dispute spread well beyond Japan’s financial press.
The August exercise that inflamed things
On Aug. 18, 2026, the board moved to contain the damage. It froze the stock option pool at its expanded level, stripped out the adjustment clause that had allowed the pool to grow automatically, and imposed a five-year lockup on any exercised shares.
Ten days later, Gerovich exercised 92,000 rights, converting them into 64.032 million shares at a cost of about 640 million yen, or 10 yen per share. That brought his total shareholding to roughly 79.6 million shares. The timing struck many investors as tone-deaf: they watched the CEO lock in his own position before any meaningful concessions were made.
When Gerovich addressed the situation publicly on Sept. 6, the stock dropped about 17%. The company then cut the compensation plan by 41.1%, a reduction valued at roughly $123 million, and delayed the exercise timeline for remaining options. Japanese-language coverage described shareholders as still unconvinced, arguing the cut of roughly 220 million shares did not go far enough.
What the directors said
In Tuesday’s statement, the independent directors framed the original plan as compensation for executives who took real financial risk during a delicate stage of the company’s restructuring, before the Bitcoin strategy had proven itself. They argued the revised plan now includes meaningful restrictions through 2031 and that executives paid fair value for the warrants rather than receiving them free.
What the statement did not resolve is the status of Gerovich’s August exercise. Shareholders who wanted the 273 million added shares cancelled saw the CEO convert 64 million shares for himself in the window between the board’s reforms and the public backlash. The directors’ defense of the plan’s future terms does not retroactively address that conversion, and the statement conspicuously left it unaddressed.
The MMXX Ventures question also remains open. Reporting on the dispute has raised the connection between the CEO and the venture vehicle without a full public accounting of its dealings with the company. Until the board answers it directly, the governance overhang stays attached to the stock.
The Bitcoin treasury underneath
By early September 2026, Metaplanet had accumulated more than 43,000 BTC, making it one of the largest corporate Bitcoin holders globally and the biggest in Asia. The strategy has worked in the narrow sense that Bitcoin’s trajectory has rewarded early conviction, and the stock has been one of Japan’s most volatile performers through the pivot.
The company keeps buying while the governance fight runs. Strategy in the United States added 1,665 BTC for $142.7 million last week, and Strive added 1,107 BTC for $94.5 million, showing the treasury race continues across markets even as Bitcoin pulls back from $87,400 to the $83,000 area.
The governance layer is where Metaplanet stumbled. Buying tens of thousands of BTC is mechanically simple. Explaining to ordinary shareholders why the executive option pool grew sevenfold in the process is not, and the 17% single-day drop after the CEO’s September statement showed how expensive that explanation can be.
Metaplanet is not alone in the problem. Bitcoin treasury companies worldwide have leaned heavily on equity and convertible issuance to fund purchases, which makes dilution math a permanent fixture of the model. The question every treasury vehicle eventually faces is who captures the value when the strategy works: the shareholders who funded it, or the executives who structured it.
For Metaplanet, the 41% cut and the delayed exercises buy time, but the outstanding questions about the August conversion and MMXX Ventures keep the story alive. Whether the directors’ defense restores confidence or merely marks the midpoint of the fight will show in the next shareholder meeting cycle, and in whether the stock can hold the gains the Bitcoin strategy built.