Structure of the 10th Series Pool Draws Criticism

Metaplanet, a Japanese company focused on holding Bitcoin as a treasury asset, is confronting renewed pressure from shareholders regarding its 10th Series executive option pool. The pool was structured to equal 20 percent of fully diluted shares and designed to expand automatically whenever the firm issued additional shares to finance further Bitcoin purchases.

Critics contend this automatic expansion has produced substantial dilution for existing holders. The pool increased from approximately 46 million shares to 319.5 million shares. Metaplanet froze the pool at 319.5 million shares on August 18 and acknowledged in a notice that the expansion amplifies the dilution experienced by current shareholders. Some shareholders have called for the cancellation of the roughly 273 million additional shares created by the expansion and for greater transparency on future decisions.

Public Debate and Defense of the Incentive Model

Discussion of the issue intensified on social media platforms. A pseudonymous shareholder known as Bitcoin Pharaoh argued that the structure effectively grants management a disproportionate share of the Bitcoin acquired with shareholder capital. In one post the account stated that the arrangement amounts to management taking one coin out of every four purchased with investor funds.

Bitcoin Magazine chief executive David Bailey publicly defended the design. He stated that allocating the team 20 percent of the capitalization table over a multi-year period is not excessive and noted that his firm has held an investment in Metaplanet since its earliest days. Separate claims circulated that Bailey received 300,000 options at a strike price of 105 Japanese yen while the shares traded near 510 yen, linked to his role as a strategic board adviser. Bailey’s comments focused on the overall reasonableness of the percentage rather than the individual allocation details.

Company Response and Clarifications

Metaplanet chief executive Simon Gerovich addressed the controversy directly. He said the company is reviewing its governance and compensation policies and will provide updates once the process is finished. Gerovich also clarified his connection to shareholder MMXX Ventures, stating that he is a significant but non-majority shareholder in the parent company of MMXX and holds no executive position there.

On August 31 the firm disclosed that the chief executive exercised 92,000 shares from the 10th Series pool. The disclosure confirmed that the incentive program has moved beyond theoretical design into actual share issuances.

Calls for Further Freezes and Redesign

External commentary has added to the pressure for structural change. Matthew Sigel, head of digital asset research at VanEck, recommended that Metaplanet freeze any remaining exercise rights under the 10th Series pool. He suggested that holders voluntarily surrender excess rights and that the company evaluate options concerning shares already exercised. Sigel further proposed replacing the current series with a new five-year incentive plan that would require shareholder approval and be tied primarily to Bitcoin holdings measured on a fully diluted share basis.

The company has not yet indicated whether it will extend the existing freeze to remaining rights or adopt a redesigned framework. Requests for comment on the possibility of freezing the balance of the executive pool remain outstanding.

Share Price Movement

Metaplanet shares closed higher in Tokyo trading on Wednesday, reducing the five-day decline to approximately 16.3 percent. The price action indicates that investors continue to reassess near-term sentiment while awaiting further corporate decisions on compensation and governance.