Metaplanet, a Japan-listed bitcoin treasury company on the Tokyo Stock Exchange under code 3350, is under renewed pressure over its management option scheme and the dilution concerns tied to it. CEO Simon Gerovich has now responded directly to shareholder criticism, saying the company had not done enough to explain the structure and the decisions behind it.
The market response has remained negative. After dropping 7.51% on Monday, Metaplanet shares fell again on Tuesday, Sept. 8, slipping to about 256 yen in Asian midday trading from the previous close of 271 yen, a decline of roughly 5.5%.
Shares have swung sharply since the start of September
The stock has been volatile in recent sessions. Metaplanet closed at 326 yen on Sept. 1, then fell 7.98% on Sept. 2 and 7% on Sept. 3. It rebounded 5.02% to 293 yen on Sept. 4, only to tumble 7.51% on Monday to 271 yen.
Based on the intraday level of about 256 yen on Tuesday, the shares were down roughly 21% from the Sept. 1 close.
The dispute centers on the 10th series of stock acquisition rights
The core of the controversy is Metaplanet’s 10th series of stock acquisition rights. Company disclosures show that the paid stock options were granted mainly to directors, executive officers, and employees, with an exercise price of just 10 yen per share.
What drew the strongest market attention was the original design of the program. The number of shares obtainable under the options could be adjusted upward when the company raised more capital. In practice, that meant that when Metaplanet issued new shares to fund additional bitcoin purchases, ordinary shareholders could be diluted while some option holders would see the number of shares available to them increase at the same time.
That structure prompted shareholder criticism because it appeared to create an anti-dilution effect for part of management and staff that was not available to common shareholders.
Terms were amended on Aug. 18, but objections remain
Metaplanet formally amended the terms of the 10th series on Aug. 18. According to the company’s disclosure, it fixed the number of shares tied to the options, entered into lock-up arrangements, and said part of the rights would be transferred into a long-term incentive plan for directors and employees.
Public filings show that after the amendment, the remaining options were fixed at a potential share count of about 319 million shares. Even so, the issue did not fade. Some shareholders argued that while the company had stopped the option pool from expanding further alongside future equity issuance, the large number of potential shares accumulated during earlier capital expansion was still being preserved.
Questions intensified after a partial exercise disclosure
The dispute escalated again after Metaplanet disclosed on Aug. 31 that part of the 10th series had been exercised. The company’s disclosure page confirmed that the notice of partial exercise was published that day.
Gerovich himself exercised 92,000 units of options and received about 64.03 million Metaplanet common shares. At the 10 yen exercise price, that implied roughly 640 million yen.
Those shares are subject to a long-term lock-up and cannot be immediately sold into the market by management. Even so, the debate has shifted beyond whether the shares are locked up. The focus now includes the size of the options themselves and whether management benefited asymmetrically during the company’s large-scale capital raising process.
Gerovich says earlier explanations were not sufficient
In a public response on Sept. 6, Gerovich said management had spent the previous week reading a large number of questions, comments, and criticisms from shareholders. He said the company’s earlier explanations of its governance framework, management decisions, and how those arrangements linked to long-term shareholder value were not sufficient.
He also said Metaplanet would continue reviewing its governance and compensation policies while improving disclosures and communication with shareholders.
That amounted to the first clear acknowledgment from Metaplanet management that at least part of the recent backlash stemmed from the way information had been communicated.
Investors are looking past bitcoin holdings to per-share exposure
The share price action suggests the market has not fully accepted the company’s explanation. On Monday, Metaplanet fell from 293 yen to 271 yen, a drop of 7.51%, with trading volume of about 41.55 million shares. On Tuesday, the stock opened at 261 yen and weakened further, touching about 256 yen after midday, down another roughly 5.5% from Monday’s close.
Metaplanet’s core strategy in recent years has been to keep buying bitcoin through equity issuance, stock acquisition rights, and other financing tools, while trying to increase the amount of bitcoin exposure represented by each share. For a bitcoin treasury company, the key question for shareholders is not only how many BTC the company holds in total, but whether the bitcoin value represented by each share rises after each capital raise.
If capital raised from new share issuance is used to buy more bitcoin at favorable valuations, BTC exposure per share may still increase. If dilution from large volumes of shares, warrants, or management options grows faster than the company’s assets, common shareholders may still see their economic interest fall even if the total BTC position rises.
That is why the option dispute has drawn such close scrutiny. Metaplanet remains one of the more prominent listed bitcoin treasury companies globally, but as its capital structure becomes more complex, the market’s focus is shifting from how much BTC it holds to more specific questions: who bears dilution from fundraising, who gets anti-dilution protection, and whether BTC per share is actually still growing.
Based on the stock’s performance across the two trading days from Sept. 7 to Sept. 8, investors are still demanding a more convincing answer from Metaplanet on whether management incentives are aligned with shareholder interests.