Shares of Metaplanet, the Tokyo-listed company that has built a large Bitcoin treasury, fell sharply this week following public remarks by Chief Executive Simon Gerovich. The stock lost roughly 17% across two trading sessions as investors continued to press for clarity on an executive option program and the CEO’s links to a significant shareholder.

Metaplanet closed at 244 yen, or about $1.56, on Tuesday after a 9.9% decline. That followed a 7.5% drop the previous day, the first session after Gerovich’s statement. Trading remained under pressure even as Bitcoin prices held relatively steady over the same period.

Series 10 Option Program and Cap

The controversy centers on Metaplanet’s Series 10 Stock Acquisition Rights program, created in December 2022 and approved by shareholders in February 2023. The plan originally granted rights to seven officers and employees structured to represent about 20% of the company’s fully diluted share capital. Unlike a fixed-share award, the arrangement included an automatic adjustment that expanded the pool whenever Metaplanet issued new equity.

After the company adopted its Bitcoin treasury strategy in April 2024, it financed purchases through new share issues, warrants and related instruments. Each capital raise diluted existing shareholders while simultaneously increasing the number of shares linked to the executive rights. On August 18 the board removed the floating adjustment mechanism and fixed the remaining potential issuance at 319,464,000 shares. A five-year lock-up was also imposed on shares acquired under the plan, running until August 17, 2031.

The company acknowledged in filings that the previous mechanism amplified dilution for existing shareholders. It did not, however, reverse the expansion that had already occurred after the Bitcoin strategy began. One shareholder using the name Bitcoin Pharaoh calculated that at least 273 million of the potential shares resulted from post-April 2024 adjustments. Metaplanet has not confirmed that figure.

CEO Exercise and Ownership Details

On August 28 Gerovich exercised 92,000 Series 10 rights and received 64,032,000 new common shares. An August 31 disclosure showed his direct holdings rose from 15,555,500 to 79,587,500 shares, or roughly 6.2% of the company. The newly issued shares are subject to the five-year transfer restriction.

As of June 30 Gerovich still held a substantial portion of the unexercised rights outstanding. One-third of the original rights vested on February 8, 2026, with further tranches scheduled for February 8, 2027, and February 8, 2028. The company has indicated that existing rightsholders may transfer a portion of their remaining rights into a new long-term incentive structure for executives and employees, though size, ownership and performance conditions have not been disclosed.

Response on Transparency and MMXX Ventures

In a September 6 post on X, Gerovich addressed the mounting criticism. He stated that Metaplanet had not done a good enough job explaining the equity remuneration arrangement or related corporate structures. He described himself as a significant but non-majority shareholder in the parent company of MMXX Ventures, a disclosed Metaplanet shareholder, and said he has no involvement in MMXX’s management or trading decisions.

Public filings have previously noted Gerovich’s voting connection to MMXX. Shareholder analysis has claimed that MMXX sold approximately 50 million Metaplanet shares during the 2024 rally while the company was raising equity, and that Gerovich and MMXX together controlled more than 27% of fully diluted share capital. Metaplanet has neither confirmed the sale total nor published a complete beneficial-ownership breakdown of MMXX’s parent or details of any economic benefit Gerovich may have received from historical transactions.

Shareholders have called for full ownership disclosure of MMXX and for cancellation or reset of the additional option-pool shares that accumulated after the Bitcoin strategy launch. The company has not committed to either step.

Market Performance and Bitcoin Holdings

Metaplanet’s shares have fallen about 43% so far this year while the Nikkei 225 has advanced roughly 31%. The stock remains well below its June 2025 peak, which had followed a multi-thousand-percent rise after the Bitcoin strategy was announced. Over the past month Metaplanet’s performance has tracked Bitcoin more closely, yet peer Bitcoin treasury companies have delivered stronger gains.

The company currently holds 43,000 Bitcoin. It has also allocated 2,100 Bitcoin plus $2.5 million toward a proposed U.S. Bitcoin treasury platform in partnership with Nasdaq-listed Super League. Those coins are expected to remain within Metaplanet’s consolidated group if the transaction closes.

No independent investigation or shareholder vote on the Series 10 program has been announced. The next vesting date is February 8, 2027. Investors continue to seek clearer information on the proposed new incentive vehicle, the full ownership structure of MMXX’s parent, and whether any further adjustments will be made to the capped option pool.