TLDR
- Metaplanet capped its Series 10 executive option pool at 319,464,000 potential shares after removing an automatic adjustment mechanism.
- CEO Simon Gerovich exercised 92,000 rights, adding 64,032,000 shares to his holdings under a five-year lock-up.
- Gerovich said he holds a non-majority stake in MMXX Ventures’ parent company but does not direct its trades.
- A shareholder calculated that 273 million shares came from adjustments made after Metaplanet’s Bitcoin pivot in 2024.
- Metaplanet shares fell nearly 6% on Sept. 8 as the company’s Bitcoin holdings reached 43,000 BTC.
Metaplanet Chief Executive Simon Gerovich addressed criticism over the company’s Series 10 executive option plan on Sept. 6. He said the company had not clearly explained the structure connecting him to major shareholder MMXX Ventures.
The statement followed shareholder questions about how the option pool grew alongside Metaplanet’s Bitcoin purchases. The company had capped the plan at 319,464,000 potential shares on Aug. 18.
Gerovich exercised 92,000 Series 10 rights on Aug. 28. The exercise created 64,032,000 new shares.
His direct ownership rose from 15,555,500 shares to 79,587,500 shares. The new shares carry a five-year transfer restriction.
How the Option Pool Expanded
Metaplanet set up the Series 10 program in December 2022, before it adopted a Bitcoin treasury strategy. The plan let seven officers and employees receive rights tied to about 20% of the company’s fully diluted share count.
That structure meant the reward pool grew automatically whenever Metaplanet issued new shares. The company began buying Bitcoin in April 2024 and issued shares, warrants and other instruments to fund the purchases.
In its Aug. 18 filing, Metaplanet said the adjustment mechanism had “amplified the dilution borne by existing shareholders.” The board then removed the automatic adjustment and fixed the pool at its current size.
The board did not shrink the pool back to its size from before the Bitcoin strategy began. A shareholder using the name Bitcoin Pharaoh calculated that 273 million of the shares came from adjustments made after the Bitcoin pivot, though Metaplanet has not confirmed that number.
Gerovich Addresses MMXX Ties
Gerovich said he holds a non-majority stake in the parent company of MMXX Ventures, a disclosed Metaplanet shareholder. He said he does not manage MMXX or direct its trading decisions.
Metaplanet has previously disclosed Gerovich’s voting control connected to MMXX. Voting authority and economic ownership are different things, and the company has not published a full ownership breakdown of MMXX’s parent.
Bitcoin Pharaoh alleged that MMXX sold about 50 million Metaplanet shares during the company’s 2024 rally. Metaplanet has not confirmed or denied that figure in relation to the current dispute.
Gerovich acknowledged the company’s past communication fell short. He said Metaplanet would provide clearer explanations going forward.
He did not commit to releasing MMXX’s full ownership details or to cancelling any of the remaining option rights. Shareholders have asked the company to cancel the additional 273 million shares, a request Metaplanet has not accepted.
Metaplanet shares traded near ¥255 on Sept. 8, down almost 6% during the Tokyo session. The stock remains well below its June 2025 peak.
The decline has continued even as Metaplanet expanded its Bitcoin holdings to 43,000 BTC. The company has also committed 2,100 BTC and $2.5 million to a proposed Bitcoin treasury platform with Nasdaq-listed Super League.
Metaplanet has not announced an independent investigation or shareholder vote on the Series 10 plan. The next batch of rights is scheduled to vest on Feb. 8, 2027.
Existing rights holders have said part of their rights may move to a new long-term incentive vehicle for officers and employees. The size, ownership and rules of that vehicle have not been disclosed.
The official record confirms the option terms, the 319,464,000-share cap, the five-year lock-up and Gerovich’s 64,032,000-share exercise. It does not resolve remaining questions about MMXX’s ownership or Gerovich’s economic interest in it.
