Metaplanet, Japan's largest public Bitcoin holder, has significantly restructured its executive compensation by slashing remaining unexercised stock acquisition rights by 55.5%, according to a Tokyo Stock Exchange filing on September 11, 2026.
The amendment to the company's Series 10 stock acquisition rights reduced the unexercised pool from 236.64 million to 105.37 million shares. The overall potential share pool contracted 41.1%, from 319.46 million to 188.19 million shares, eliminating 131.3 million potential shares without acquiring additional Bitcoin.
Background of Series 10 Rights
The Series 10 stock acquisition rights program originated when Metaplanet was a struggling hotel operator before pivoting to Bitcoin in 2024. The plan began at roughly 46 million potential shares but expanded significantly through successive capital raises and conversion-ratio adjustments, eventually reaching 319.46 million shares.
The repeated expansions created shareholder concerns about stake dilution, particularly as management received disproportionate claims on the enlarged share pool while the company raised capital for Bitcoin accumulation.
Shareholder Concerns and Company Response
Tensions escalated after the company announced August 18 would freeze the conversion ratchet at its existing level. Shareholders rejected a freeze alone, demanding a rollback of the expanded pool.
The September 11 filing responded by reducing the conversion ratio from 696 shares per right to 410 shares per right—the level prior to the September 2025 international offering.
CEO Simon Gerovich, who held Series 10 rights, recused himself from the board vote on the amendment. All current rights holders consented to the restructuring.
Remaining Issues
The restructuring addressed ongoing concerns but left some matters unresolved. Gerovich exercised 92,000 Series 10 rights on August 28, receiving approximately 64.03 million shares at ¥10 per share. Those shares will not be reversed, though his remaining entitlement under the new ratio stands at approximately 49.1 million shares.
The company's shareholder-approved capital plan remains at $884 million, and Metaplanet continues accumulating Bitcoin through equity and warrant raises.
The stock closed around ¥249 on the day of the announcement, down approximately 3.9%, indicating the market acknowledged the concession while assessing its adequacy to address underlying governance concerns.
