Metaplanet Freezes 319 Million-Share Option Pool as Shareholders Question Dilution Behind the Numbers
Metaplanet has spent the past two weeks moving thousands of bitcoin between custody accounts, and every time it does, some corner of the market whispers that Asia’s largest corporate Bitcoin treasury is quietly preparing to sell. The company has denied it repeatedly. But a different, less flashy controversy over how Metaplanet compensates its own executives is the one actually dividing its shareholder base right now.
A Pay Package That Grew Sevenfold Without a Vote
Back in 2023, when Metaplanet was still finding its footing as a Bitcoin treasury company, its board approved a Series 10 stock option pool for executives sized at roughly 46 million shares. The pool wasn’t fixed to a flat number, though. It was built around a floating formula tied to the company’s fully diluted share count, and Metaplanet’s share count has done nothing but grow since then, fueled by the same capital raises that funded its 43,000 BTC treasury.
The floating mechanism did exactly what floating mechanisms tied to aggressive share issuance tend to do: it expanded, and expanded, until the same pool that started at 46 million shares had swollen to roughly 319.46 million shares. That’s nearly seven times its original size, and it happened through a formula written into the option structure years ago rather than a fresh vote shareholders could weigh in on.
Freezing the Number, Not the Question
On August 18, Metaplanet’s board moved to cap the Series 10 pool at its current, already-expanded size of 319.46 million shares, pairing the freeze with a five-year lock-up that keeps those options untouched until August 2031. In the company’s framing, this was the fix: no further floating growth, and the options themselves can’t be exercised or sold for years.
Shareholders weren’t fully satisfied. One vocal holder, posting under the pseudonym Bitcoin Pharaoh, calculated that at least 273 million of the pool’s shares stem from dilution that occurred specifically after Metaplanet adopted its Bitcoin treasury strategy in April 2024 — a figure the company has not officially confirmed or disputed. The math matters because it reframes the pool less as ordinary executive compensation and more as a byproduct of the same aggressive equity issuance that let Metaplanet buy so much Bitcoin in the first place.
Gerovich Responds, MMXX Questions Linger
CEO Simon Gerovich broke his silence on the matter on September 6, acknowledging in a public statement that the company “had not done a good enough job of explaining this clearly” and promising more transparent communication going forward. He also addressed questions about his personal ties to MMXX Ventures, a major Metaplanet shareholder, saying he holds an association with the fund but no operational role there.
The statement landed against a rough stretch for the stock. Metaplanet shares listed in Tokyo closed at 244 yen on September 8, down nearly 10% on the day, pushing the company’s equity value to roughly ¥312.6 billion — below the market value of the 43,000 BTC sitting on its own balance sheet. It’s a strange position for a Bitcoin treasury company to be in: the market pricing the operating business at less than the coins it holds, even as the underlying compensation dispute has nothing directly to do with Bitcoin’s price.
Metaplanet still intends to keep growing that treasury, with a public target of 100,000 BTC by the end of 2026. Whether shareholder confidence in how the company manages its own equity keeps pace with that ambition is now an open question heading into the company’s next earnings report, scheduled for November 13.
Crypto assets, including Bitcoin and shares of Bitcoin treasury companies, are volatile and carry significant risk of loss. Nothing in this article is financial advice. For a primer on how corporate Bitcoin treasuries work, visit Coin680’s Bitcoin Academy.