Metaplanet CEO's Stock Windfall From a Decade-Old Pay Clause Triggers Shareholder Revolt

Metaplanet's stock has been sliding for days, and the reason has nothing to do with the price of bitcoin. The world's third-largest corporate Bitcoin holder is in the middle of a shareholder revolt over an executive pay structure that let its leadership capture a growing slice of the company every time it issued new shares to buy more bitcoin.

The company holds 43,000 BTC, a position that makes it Asia's largest corporate bitcoin treasury and the third-largest in the world behind Strategy and one other holder. That treasury is not in question. What is in question is a clause written years before Metaplanet ever bought a single coin.

THE CLAUSE NOBODY READ

The mechanism is Metaplanet's 10th Series Stock Acquisition Rights, a program the board approved in December 2022 and shareholders ratified in early 2023, back when the company was still a small hotel operator, not a bitcoin treasury firm. Metaplanet established the Series 10 Stock Acquisition Rights program before adopting its Bitcoin treasury strategy. Its board approved the issuance terms on Dec. 28, 2022, and shareholders approved them at an extraordinary meeting on Feb. 7, 2023. The company issued 460,000 rights to seven officers and employees. Each right initially represented 100 shares, subject to adjustments.

The design flaw sat inside that word "adjustments." The program did not grant a fixed number of shares. Its adjustment mechanism maintained the reward pool at roughly 20% of Metaplanet's fully diluted share count. That structure allowed the number of potential reward shares to grow when the company issued additional equity.

Once Metaplanet pivoted to buying bitcoin in April 2024 and started raising capital to fund purchases, that mechanism began working against the shareholders funding the strategy. Metaplanet adopted its Bitcoin treasury strategy in April 2024. Since then, the company has repeatedly issued new equity to fund additional Bitcoin purchases, and each issuance also expanded the Series 10 reward pool because it was pegged to a percentage of total shares outstanding. The result was a compounding effect: existing shareholders faced dilution from the new equity raises meant to fund Bitcoin purchases, while Gerovich's potential option entitlement grew alongside them. The reward pool swelled from roughly 46 million shares to more than 319 million.

THE PAYOUT AND THE LOCKUP

On August 18, Metaplanet's board finally moved to stop the bleeding, but not by rolling the pool back. Metaplanet's Board of Directors resolved on August 18, 2026, to amend the terms of the 10th Series Stock Acquisition Rights. According to the official notice posted on the company's disclosure page, the board eliminated the "Adjustment Provision," a clause under which the number of shares underlying the rights moved in step with changes in the company's fully diluted issued share count. The board froze the pool at its already-enlarged size rather than resetting it to where it stood before the bitcoin pivot, which is the part shareholders are angriest about.

Ten days later, CEO Simon Gerovich exercised a large chunk of his own rights. On August 31, 2026, Metaplanet filed the "Notice Regarding the Partial Exercise of the 10th Series of Stock Acquisition Rights." The company disclosed that it had received notice that Gerovich exercised 92,000 units on August 28, 2026, and received 64,032,000 common shares in return. Adding that 64,032,000-share allotment to 15,555,500 common shares held immediately before the exercise produces a post-exercise common-stock total of 79,587,500 shares. That lifted his stake to roughly 6.2% of the company. The newly issued shares are subject to the same five-year lock-up that runs to August 17, 2031.

The size of the reward pool relative to the company has become the flashpoint. Shareholders and pseudonymous analysts tracking the filings have calculated that hundreds of millions of the shares in the frozen pool trace directly to dilution that happened after the bitcoin strategy began, a figure Metaplanet itself has not confirmed. One vocal shareholder, who uses the pseudonym Bitcoin Pharaoh, calculated that at least 273 million shares in the pool stemmed from dilution occurring after Metaplanet adopted the strategy in April 2024, a figure Metaplanet has not officially confirmed.

THE CEO'S RESPONSE

Gerovich addressed the backlash directly in a post on X on Sunday, September 6. In a post on X on Sunday, Gerovich acknowledged that Tokyo-based Metaplanet "had not done a good enough job" of explaining the equity remuneration arrangement known as Series 10 Stock Acquisition Rights. He also used the post to address a separate but related question about his ties to MMXX Ventures, a disclosed Metaplanet shareholder, saying he holds a significant but non-majority interest in its parent and has no role in its trading decisions.

The market was not satisfied. Metaplanet shares fell by nearly 10% on Tuesday, extending a two-day slide that followed a public note from CEO Simon Gerovich that investors said left key questions unanswered. The Tokyo-listed bitcoin treasury company dropped 9.9% to 244 yen ($1.56) on Tuesday. The stock had already fallen 7.5% on Monday, the first trading session after Gerovich published his note on Sunday. Over the two sessions, the company's stock has lost about 17%.

WHY IT MATTERS BEYOND ONE STOCK

On the show, the hosts framed the episode as the latest test of a question that has dogged the entire bitcoin treasury sector since 2025: can shareholders trust the executives running these companies to act in their interest rather than their own. They drew a direct line to Strategy's own credibility hit earlier this year, when Michael Saylor's pledge to never sell bitcoin was read by some holders as a promise about the company, not just himself.

The hosts also cited an analysis, unconfirmed by Metaplanet, that valued the pool's benefit to insiders at roughly $600 million, a figure they compared to executive pay at far larger companies. On that comparison, the numbers on Nvidia are independently confirmed: Nvidia CEO Jensen Huang had a base salary of $1.5 million, but cash and stock awards boosted his total compensation to $49.86 million in fiscal 2025, and Jen-Hsun Huang's total compensation decreased 27% from $49.9 million to $36.3 million in fiscal 2026, at the largest company in the world by market value.

There is also a sector-wide angle the hosts raised: index eligibility. MSCI opened a consultation on August 3 that could reclassify balance-sheet-heavy firms as "Non-Business Companies" and strip them from major indices. Based on May data, Metaplanet is among the potential candidates for exclusion, a structural overhang for a company whose valuation partly relies on index-driven inflows. A governance controversy at one of the two largest bitcoin treasury companies gives index committees and ratings agencies another data point against the whole category, not just Metaplanet.

Metaplanet's 43,000 BTC is not going anywhere yet. But the company built its entire pitch on being an amplified way to hold bitcoin, and this week its stock fell while bitcoin held roughly flat. That gap, not the yen price, is what shareholders are now pricing in.

This story comes from the Simply Bitcoin Live show. Watch the full episode.