Metaplanet Stock Slides 17% as CEO's Governance Note Fails to Calm Shareholders Over Ballooning Option Pool

Shares in Metaplanet (TSE: 3350), the Tokyo-listed bitcoin treasury company, fell 9.9% on Tuesday, September 8, to close at 244 yen ($1.56), extending a 7.5% drop in the prior session on Monday, for a combined two-day decline of roughly 17%, even as bitcoin traded largely flat over the same period.

The slide came after chief executive Simon Gerovich posted a note addressed to shareholders on X on September 6, writing that "over the past week, my colleagues and I have spent a lot of time reading the questions, feedback, and criticism that you have shared," and acknowledging that "we have not done a good enough job of explaining this clearly."

What Metaplanet had not explained clearly was a change to its executive option pool that the company disclosed in a notice to the Tokyo Stock Exchange on August 18. That filing fixed the potential share count under Metaplanet's 10th series stock acquisition rights at 319,464,000 shares, removing a clause that had previously tied the pool's size to a floating 20% of the company's fully diluted share count, and applied a five-year lock-up, running to August 17, 2031, to any shares issued when the rights are exercised. The company said the change was meant to "clarify the upper limit of dilution arising from future capital raising."

That fix arrived only after the pool had already expanded from roughly 46 million shares when the plan was set up in December 2022 to its current size, growing in step with the new equity Metaplanet issued to fund its bitcoin purchases. A separate filing showed Gerovich himself exercised 92,000 of the rights on August 28, receiving 64,032,000 new shares at a 10 yen exercise price and lifting his direct holding to roughly 79.6 million shares, about 6.2% of the company.

In his post, Gerovich also addressed his ties to MMXX Ventures, a disclosed Metaplanet shareholder, describing himself as a "significant but non-majority shareholder" of its parent company, saying he holds no director or officer role there and has "no involvement in its investment or trading decisions." He said management would keep reviewing governance and compensation policies and share updates once that work is complete.

Shareholders responding to the post, including accounts posting as "The Bitcoin Pharaoh" and "Ragnar," pressed Gerovich to name MMXX's owners, disclose whether he benefited from the firm's past share sales, and roll back the option pool to its original size rather than merely freeze it where it stands. Metaplanet shifted to a bitcoin treasury strategy in April 2024 and has since become one of the largest corporate holders of bitcoin outside the United States, a position that has made its stock highly sensitive to swings in sentiment around its governance as well as the price of bitcoin itself.