Japanese bitcoin treasury company Metaplanet is facing intensifying shareholder opposition over its 10th Series executive option pool, which was designed to account for 20% of fully diluted shares and automatically expand as the company issues new equity to fund bitcoin accumulation.
Critics argue the pool's growth from 46 million to 319.5 million shares represents severe dilution of existing holdings. On Aug. 18, Metaplanet froze the pool at 319.5 million shares after acknowledging the expansion "amplifies the dilution borne by existing shareholders." Investors are calling for cancellation of the additional 273 million shares and greater transparency on future decisions.
Bitcoin Magazine CEO David Bailey, whose company has been invested in Metaplanet since its inception, defended the structure on X, writing that allocating 20% of the cap table over five years "isn't some crazy number."
However, anonymous shareholder Bitcoin Pharaoh contested that framing, pointing to what he described as personal enrichment of Metaplanet's leadership. Bailey received 300,000 options at a 105 yen strike price while the stock traded at 510 yen for his role as strategic board advisor, according to the shareholder. "Set the pool against what the shareholders contributed and the cut is 26% of the bitcoin: of every four coins the shareholders' money bought, management took one," Bitcoin Pharaoh wrote on X.
On Aug. 31, Metaplanet disclosed that CEO Simon Gerovich exercised 92,000 shares from the 10th Series executive options pool.
Gerovich sought to distance himself from_MMXX Ventures, a Metaplanet shareholder, explaining in an X post that he is a significant but non-majority shareholder in MMXX's parent company and holds no executive role there. "We are continuing to review our governance and compensation policies and will share any updates when that work is complete," he wrote on Sunday.
Matthew Sigel, VanEck's head of digital asset research, urged Metaplanet to freeze further exercise rights from the 10th Series pool, have holders voluntarily surrender excess rights, and replace Series 10 with a shareholder-approved, five-year incentive plan tied primarily to bitcoin per fully diluted share.
Metaplanet's shares closed up in Wednesday's Tokyo trading, trimming their five-day decline to roughly 16.3%, according to Yahoo Finance data.
