Metaplanet’s independent directors have defended a controversial stock-acquisition-rights plan that gives CEO Simon Gerovich and four other employees rights to acquire 188.2 million shares for 10 yen each, despite the company’s stock trading at about 286 yen.
The defense comes after shareholders objected to the way the plan expanded alongside Metaplanet’s shift from struggling hotel operator to bitcoin treasury company. According to CoinDesk, the directors’ Sept. 29 letter argues that the rights reflected the risks management took during the company’s financial crisis and its role in rebuilding the business. However, the response leaves several questions about previously exercised shares and an affiliated shareholder unanswered.
Why the stock-rights plan became controversial
The rights plan was approved in 2023, before Metaplanet adopted its bitcoin-focused strategy in April 2024. Under its original design, management’s potential allocation was intended to remain close to 20% of the company’s fully diluted shares.
That structure had a significant consequence when Metaplanet issued new equity to raise money for bitcoin purchases. Existing shareholders faced dilution, while the number of shares potentially available through management’s rights increased automatically. The pool expanded from roughly 46 million potential shares to 319 million before the company froze the number of reward shares.
Gerovich’s rights eventually covered 113 million shares, of which he had exercised 64 million. The company later reduced the overall pool by 41% on Sept. 11, leaving about 188.2 million shares subject to the plan.
The remaining rights allow Gerovich and four other employees to acquire shares for 10 yen each, substantially below the stock’s reported price of about 286 yen. Stock-acquisition rights give their holders the ability to buy shares at a predetermined price, potentially creating significant value when that price is below the market price.
Directors frame rights as an early investment
The independent directors said the rights should not be viewed only as compensation granted after Metaplanet’s bitcoin strategy produced results. Their account presents the arrangement as a combination of an early investment and a long-term incentive.
According to the letter, management bought the rights at fair value with personal funds while the company was in financial difficulty and its transformation had no guaranteed outcome. The directors said the plan was approved by a majority of shareholders at the time and was fair in light of those circumstances.
They also said comparisons with other companies should consider founder ownership as well as executive compensation. The directors added that management’s cash pay remained restrained.
None of the current independent directors served on the board when the rights were issued. The directors said Gerovich, who is the only director holding the rights, did not take part in the review’s discussions or resolutions.
The Sept. 11 changes eliminated more than $220 million in potential warrant value, according to the company. They also ended automatic adjustments for equity issued after Sept. 1, 2025, and introduced staggered exercise restrictions extending through 2031. Shares already acquired through exercises are locked up until August 2031.
Metaplanet said the changes improved fully diluted bitcoin per share by approximately 8.8%. The independent directors said exercised and unexercised rights together represent about 12.5% of total shares.
Shareholder concerns that remain open
The directors’ letter does not resolve the issue of the 64 million shares Gerovich obtained by exercising rights in August, before the Sept. 11 reset. Those shares remain outstanding. Metaplanet has previously said they will not be returned because the exercises were valid under the rules in effect at the time.
The letter also does not answer questions surrounding MMXX Ventures. The company’s shareholders have scrutinized MMXX’s sales of Metaplanet shares after the bitcoin strategy was adopted, during a period when Metaplanet was raising capital through an equity issuance.
Gerovich has said he is a significant, but non-majority, shareholder in MMXX’s parent company and does not participate in its trading decisions. Metaplanet has disclosed that it controls MMXX’s voting rights, but has not publicly detailed the extent of Gerovich’s personal economic interest in the entity’s share sales.
The dispute therefore centers on more than the size of the revised rights pool. It also concerns how dilution, prior exercises, corporate control and executive financial interests should be assessed together. Metaplanet shares closed 2% higher on Wednesday at 286 yen.
Current market picture
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- eCash (XEC): $0.0000082799, up 0.96% over 24 hours and down 5.35% over seven days, as of Oct. 1, 2026, 09:03 +03:30.
- Decentraland (MANA): $0.0890499518, down 1.83% over 24 hours and up 7.27% over seven days, as of Oct. 1, 2026, 09:04 +03:30.
- Meteora (MET): $0.3031498014, down 6.03% over 24 hours and 11.92% over seven days, as of Oct. 1, 2026, 09:04 +03:30.
- RedStone (RED): $0.1820101416, up 10.39% over 24 hours and 19.76% over seven days, as of Oct. 1, 2026, 09:03 +03:30.
