Metaplanet shares dropped 7.5% on September 7 and another 9.9% on September 8, closing at 244 yen, according to TradingView. Bitcoin’s price moved much less over the same period, which may indicate that company-specific concerns primarily drove the sell-off.

Options pool fuels dilution concerns

The criticism centered on Metaplanet’s Series 10 options program, which was approved in December 2022 but returned to the spotlight in August 2026.

Under the program’s original terms, the number of available shares automatically adjusted to equal 20% of the company’s fully diluted capital. As Metaplanet issued shares to raise funds, including for bitcoin purchases, the options pool grew from about 46 million potential shares to 319.46 million.

On August 18, Metaplanet’s board changed the program’s terms. It ended further automatic adjustments but retained the existing pool of 319.46 million shares. The company also introduced a five-year restriction on the sale or transfer of shares obtained through option exercises.

Those changes did not resolve investors’ concerns. Some shareholders argued that Metaplanet should reduce the options pool to its level before the large-scale share issuance conducted under the company’s bitcoin strategy, rather than merely halt further expansion, The Block reported.

Gerovich drew additional criticism after exercising part of his Series 10 options on August 28 and receiving 64.032 million shares. Metaplanet disclosed the transaction’s details on August 31.

Investors argued that although the company had acknowledged the problem with the pool’s automatic expansion, Gerovich still exercised rights created under the previous mechanism.

Gerovich responds to criticism

Gerovich addressed the controversy publicly on September 6. He acknowledged that Metaplanet had not adequately explained the compensation program or its corporate-governance decisions to shareholders.

He said the company planned to improve communication with investors and would continue reviewing its approach to executive compensation. His response, however, did not include a decision to cancel any part of the existing options pool, one of the critics’ principal demands, CoinDesk reported.

Investors also requested more information about MMXX Ventures, one of Metaplanet’s major shareholders. Gerovich said he holds a significant but non-controlling stake in MMXX’s parent entity, has no executive role there and does not participate in its investment or trading decisions.

Questions nevertheless remained about MMXX’s ownership structure and its relationship with Metaplanet. The company’s shares then lost about 17% across the next two trading sessions.

Metaplanet follows a bitcoin treasury strategy and ranks among the largest publicly traded corporate holders of the cryptocurrency. In August, the company denied speculation that it had sold some of its bitcoin, saying a large movement of coins reflected an internal account rebalancing.

Source: Incrypted