Metaplanet CEO surrenders $220 million in stock rights to rebuild trust with investors

Metaplanet is cutting executive rewards after concluding that later Bitcoin purchases created less value per share.

On Sept. 11, the Tokyo-listed Bitcoin treasury company announced it has reset its Series 10 stock acquisition rights, eliminating more than $220 million in warrant value. This also removes compensation generated by share issuance after September 2025, when its capital raises began producing sharply weaker gains in Bitcoin per diluted share.

The move will cancel 131.3 million potential shares, or 41.1% of the Series 10 pool, and reduce the remaining unexercised shares by 55.5% to about 105.4 million.

More significantly, Metaplanet has drawn a line between expanding its Bitcoin holdings and creating enough per-share value to justify additional management compensation.

Metaplanet draws a line at its September 2025 financing

The reset dates back to when Metaplanet says the economics of its capital raising began to change.

The company’s board reviewed previous equity financings based on the premium to Bitcoin net asset value at which shares were sold, the BTC Yield generated, and the resulting shareholder value. Financings through mid-2025 were completed at multiples of Bitcoin NAV and produced substantial increases in Bitcoin per fully diluted share.

That changed with Metaplanet’s September 2025 international offering and subsequent capital raises, which were completed at more modest premiums to NAV. The transactions still added Bitcoin per share, but at a much slower rate than earlier financings.

Metaplanet CEO Simon Gerovich said the September offering marked the point when capital raises became “less accretive” and the Series 10 structure began giving holders disproportionate value relative to existing shareholders.

Metaplanet’s BTC Yield reached 129.4% in the second quarter of 2025 as Bitcoin holdings jumped to 13,350 BTC from 4,046 BTC. It fell to 33% in the following quarter and 11.9% in the fourth quarter, before dropping to 2.8% in the first quarter of 2026.

That declining accretion created a problem for the Series 10 structure because the potential executive share pool had been designed to adjust alongside Metaplanet’s diluted share count. As the company issued more stock to buy Bitcoin, management’s potential entitlement could expand even when each financing generated progressively less Bitcoin for existing shareholders.

Metaplanet initially addressed the issue in August by eliminating the automatic adjustment mechanism and fixing the Series 10 pool at 319.5 million potential shares, using its June 30, 2026 share count as the reference point.

However, investor criticism continued.

The board has now gone substantially further, replacing June 2026 with Sept. 1, 2025 as the reference date and resetting the conversion ratio to 410 shares per Series 10 right from 696.

Matthew Sigel, VanEck’s head of digital assets research, called the revision a “meaningful concession,” saying it better aligns management with shareholders. He also noted that the revision would see the firm's “CEO forfeit $123 million of controversial Series 10 comp.”

Canceling $220 million of warrants lifts Bitcoin per share

The compensation reset gives Metaplanet something it normally has to raise capital to achieve: higher Bitcoin exposure for each diluted share.

Gerovich said that the company still holds 43,000 BTC, but canceling 131.3 million potential shares raises Bitcoin per fully diluted share by about 8.8%. The improvement comes without buying additional Bitcoin because the denominator has shrunk.

That makes the more than $220 million of extinguished warrant value central to the economics of the revision. Metaplanet is effectively surrendering part of management’s future equity upside to improve existing investors' Bitcoin-per-share position.

The change also ties executive rewards more closely to the quality of future capital raises. Metaplanet has built much of its treasury strategy around issuing securities to acquire Bitcoin, but Thursday’s decision recognizes that an additional Bitcoin bought with newly issued stock does not provide the same shareholder benefit at every valuation.

The board also abandoned a proposal to transfer as many as 90,000 Series 10 rights into a new employee incentive pool. Instead, those rights will be canceled as part of the 41% reduction.

Metaplanet now has to rebuild its pay structure

The next test will be designing a compensation program that rewards management without recreating the dilution problem the board has just dismantled.

The firm said the remaining Series 10 awards are also being pushed further out. Unvested rights will become exercisable in three equal portions in 2029, 2030 and 2031, while shares received through exercise remain subject to the existing five-year lock-up.

That gives the board time to decide which measure should determine future rewards as Metaplanet’s treasury strategy matures. Absolute Bitcoin holdings can continue rising even as dilution weakens the benefit to each shareholder, making metrics such as BTC Yield, Bitcoin per diluted share, and NAV accretion potential alternatives.

The company is also expanding internationally, including through its pending acquisition of a controlling stake in Nasdaq-listed Super League Enterprise and the establishment of a Hong Kong subsidiary, Metaplanet Asset Management Asia Limited.

This increases the pressure to establish a compensation framework that can scale with a larger organization. As a result, Metaplanet said it will work with a leading global compensation consultant and other external advisers on a new incentive program for employees and future hires.

Gerovich said:

“We will develop a new plan in consultation with a leading global compensation consultant to incentivize new hires. We will share details as the design progresses.”

Metaplanet’s next compensation plan will show how far the Sept. 10 concession goes: whether the board has simply reduced an unusually large legacy award or permanently changed how executives are rewarded for growing the company’s Bitcoin stack.