Japan's Bitcoin reserve company Metaplanet announced a 41% reduction in its executive option pool and has withdrawn its plan to transfer stock warrants as employee incentives, a concession made after strong opposition from shareholders.

Specifically, the company's "Series 10 Stock Subscription Rights" plan established in 2022 originally set the option pool at 20% of fully diluted equity, a mechanism that caused the pool to expand continuously as the company issued more shares to purchase Bitcoin, growing from an initial 46 million shares to approximately 319.4 million shares by August this year; after the 41% cut, the option pool is reduced to 188.2 million shares, and the conversion ratio is adjusted from 1:696 back to 1:410, which the company estimates eliminates over $220 million in warrant value.

CEO Simon Gerovich retained 64 million shares exercised under the old terms on August 28 and still has the right to subscribe for an additional 49.128 million shares under the new plan; he publicly responded that "we never intended to incentivize dilution that does not appreciate or barely appreciates."

The core of shareholder dissatisfaction lies in the floating option mechanism, which means that every time the company issues new shares to purchase Bitcoin, the management's option pool simultaneously "swells," while new shareholders joining after 2024 would bear the dilution consequences alone, creating a misalignment of interests where "management dilutes others to issue options to themselves"; reports also noted that the announcement did not address another controversial point of interest—Gerovich's relationship with MMXX Ventures and related stock transactions.

The market voted with its feet—after the announcement, Metaplanet's stock price fell a cumulative 15% over five trading days, including a single-day drop of 3.8% on Friday; as a hedge, the company estimates that this reduction increases the Bitcoin holdings per share on a fully diluted basis by approximately 8.8%, attempting to soothe investor concerns over dilution.

Mechanically, the existing management holding options suffers from the forced compression of the option pool, but it restores trust between new and old shareholders (especially investors entering after the 2024 Bitcoin reserve strategy transformation); the company also announced it will hire external consultants to redesign the compensation structure, attempting to rebind management incentives to "per share Bitcoin appreciation" rather than mere capital expansion, which is a governance concession forced by the capital market's loss of trust in the "equity dilution-based hoarding model."

Additional information: During the same period, Metaplanet also announced it will establish a wholly-owned subsidiary, Metaplanet Asset Management Asia Limited, in Hong Kong with an initial registered capital of $1 million, planned to launch in September 2026 as part of the "Project Nova" initiative, aiming to create a Bitcoin-centric financial services platform.

Source: Public information