Metaplanet reduces executive share pool after shareholder backlash

Metaplanet has reduced the potential share pool associated with its Series 10 stock acquisition rights by 41.1%, cutting the possible issuance to 188.19 million shares following shareholder concerns about the impact on dilution. The company announced on September 11 that it would decrease the number of shares linked to each Series 10 right from 696 to 410, thereby reducing the aggregate potential issuance by 131.27 million shares.

This change eliminates over $220 million in warrant value and increases bitcoin held per fully diluted share by approximately 8.8%. CEO Simon Gerovich explained that the amendment was not intended to reward dilution that was not accretive or only modestly beneficial to existing shareholders. The Series 10 rights, which carry an exercise price of 10 yen per share, now limit the number of additional shares that can be issued by 55.5%, decreasing the potential shares by 236.64 million to 105.37 million.

Metaplanet has also abandoned a plan to transfer up to 90,000 Series 10 rights to a long-term incentive vehicle for executives and employees, instead planning to create a new compensation framework with external advisers. The revised conversion ratio of 410 shares per right returns to the level from Metaplanet's international share offering in September 2025, reflecting a period of stronger growth in bitcoin holdings per share.

This decision comes after an earlier adjustment in August that limited the Series 10 pool to near 320 million shares, but investor objections persisted due to the continued potential dilution. The changes address shareholder criticism and aim to make future dilution calculations more accurate without reopening settled transactions.

While the move helps preserve already exercised shares, it does not resolve all governance concerns, particularly regarding the extent of management's economic interest in Metaplanet’s venture subsidiary, MMXX Ventures.