Metaplanet cancelled 131 million shares tied to its executive reward pool, shrinking the insider stake by 41.1% after sustained shareholder pressure. The Tokyo-listed Bitcoin treasury company also scrapped a planned executive incentive vehicle and extended vesting timelines for remaining warrants.
Changes to the Executive Compensation Structure
The company reduced the conversion ratio on warrants from 696 shares to 410 shares per warrant, each exercisable at 10 yen. This adjustment reduced the total pool from 319.46 million shares to 188.19 million shares. When accounting for warrants already exercised by insiders, the reduction reached 55.5%, with the remainder falling to 105.37 million shares.
Metaplanet also cancelled a plan to transfer up to 90,000 warrants into a separate executive incentive vehicle. Remaining unvested warrants will now unlock in equal portions across 2029, 2030, and 2031.
The Shareholder Grievance
The executive reward pool had expanded from 46 million shares to 319.5 million shares because it was tied to a percentage of issuable stock rather than a fixed number. As Metaplanet's share count grew from 153.9 million to approximately 1.35 billion over two years through stock sales to fund its corporate Bitcoin treasury, the insider claim grew proportionally without additional shareholder approval.
CEO Simon Gerovich acknowledged the criticism, stating that disclosure and awareness are not always equivalent, though he did not contest the validity of shareholder concerns.
Market Response and Next Steps
Metaplanet said the reduction increases Bitcoin per fully diluted share by approximately 8.8%. The company's stock closed at 251 yen in Tokyo, up 2.87%, slightly above the 244 yen it reached when the pool freeze was announced.
Gerovich has committed to having an outside consultant design a replacement compensation scheme. The new plan has not yet been published, and shareholders who secured this reversal in three weeks are expected to scrutinize the proposal closely.
