- Due to possible dilution, shareholders are protesting Metaplanet’s executive stock pool.
- On August 18, the corporation froze 319.5 million shares of its 10th Series executive option pool.
- Concerns were raised by current shareholders as the pool increased from 46 million to 319.5 million shares.
- David Bailey justified Metaplanet’s executive allocation of 20%, arguing that it was reasonable over a five-year period.
Metaplanet is facing growing shareholder criticism over its executive stock option pool, with investors raising concerns about potential dilution and calling on the Japanese Bitcoin treasury company to freeze additional exercise rights.
The controversy centers on Metaplanet’s 10th Series executive option pool, which was initially structured at 20% of the company’s fully diluted shares. The pool expanded alongside the company’s share issuance as Metaplanet raised capital to increase its Bitcoin (BTC) holdings.
Metaplanet said that the company froze the pool at 319.5 million shares on August 18. Metaplanet also points out that critics argue the change has made the risk of dilution larger for people who already own shares. Metaplanet believes this could hurt existing shareholders significantly.
The pool had previously stood at around 46 million shares before rising. Bitcoin Magazine CEO David Bailey defended Metaplanet’s compensation structure, arguing that allocating 20% of the cap table to the team over five years was not unreasonable. Bailey also said his company had invested in Metaplanet from the early stages.
Bailey Backs Metaplanet’s 20% Executive Stock Pool
Metaplanet was the best performing equity in the world for nearly two years, and even after the rout in bitcoin is up 1,300% from genesis. They built the second biggest corporate holding, more than 40x Bitcoin per share, and completed two major acquisitions.
Every founding team should have meaningful economics in what they’re building. Saylor did (plus super voting), Vivek did at Strive (plus super voting), applies to literally every public company. 20% of Metaplanet cap table distributed to the team over 5 years isn’t some crazy number. In fact it seems low.
We’ve been in the stock since day zero and still are. 3350 ❤️
— David Bailey🇵🇷 $2.0mm/btc is the floor (@DavidFBailey) September 8, 2026
Bailey also highlighted in X posts Metaplanet’s strong performance and argued that founding teams should have meaningful economic exposure to the companies they build.
The comments drew further criticism from pseudonymous Metaplanet shareholder Bitcoin Pharaoh. He claimed that Bailey received 300,000 options with a 105 Japanese yen strike price while Metaplanet’s stock was trading around 510 yen. Bitcoin Pharaoh argued that the executive pool effectively transferred a significant portion of the Bitcoin exposure created through shareholder-funded capital raises to management.
Metaplanet CEO Addresses Governance Concerns
Metaplanet CEO Simon Gerovich has also addressed concerns surrounding shareholder MMXX Ventures. Gerovich said he is a significant but non-majority shareholder in MMXX’s parent company and does not hold an executive position there.
Gerovich said Metaplanet is reviewing its governance and compensation policies and will provide updates once the review is complete.
The company also disclosed on Aug. 31 that Gerovich exercised 92,000 shares from the 10th Series executive options pool.
VanEck’s head of digital asset research, Matthew Sigel, has called for Metaplanet to freeze further exercises under the 10th Series pool. He also suggested that holders voluntarily surrender excess rights and that the company consider alternatives for shares that have already been exercised.
Sigel proposed replacing Series 10 with a shareholder-approved five-year incentive plan primarily linked to Bitcoin per fully diluted share.
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