Metaplanet’s independent directors have defended the company’s executive share plan after weeks of shareholder criticism, arguing that management took financial risk when the rights were created and that the board has since cut the potential share pool by roughly 41%.

Metaplanet’s Sept. 29 letter said the Series 10 stock acquisition rights were created when the company was a struggling hotel operator with an uncertain future. Management bought the rights at what the directors described as “fair value” using personal funds, while accepting multi-year vesting conditions and lower cash compensation than the board says comparable executives received.

The independent directors were not serving on Metaplanet’s board when the plan was approved. Their latest statement follows a Sept. 11 restructuring that cut the number of shares tied to the rights and introduced tighter exercise conditions extending through 2031.

Why are Metaplanet directors defending the share plan?

The directors argue that the Series 10 rights should be viewed partly as equity tied to Metaplanet’s turnaround, not simply as ordinary executive pay. The rights were introduced before the company adopted its Bitcoin treasury strategy and while its financial position was under pressure.

Shareholders approved the original arrangement at an extraordinary general meeting on Feb. 7, 2023. Including EVO, which was Metaplanet’s majority shareholder at the time, more than 98% of voting rights supported the proposal, according to the board.

Excluding EVO, support stood at 78.3% by voting rights, with 27,413 votes in favor and 7,619 against. Measured by shareholder headcount, 985 holders supported the plan and 150 opposed it, giving an approval rate of 86.8%.

The original structure contained an adjustment mechanism designed to maintain management’s stake near 20% as Metaplanet issued new shares. The directors said the increases in shares linked to the rights came from this pre-approved formula, not from fresh discretionary awards each time the company raised capital.

As Metaplanet issued equity to fund its Bitcoin purchases, the formula caused the number of potential shares connected with the Series 10 rights to rise. Investor criticism intensified as shareholders questioned how much dilution the plan could ultimately create.

What did Metaplanet change after investors pushed back?

Metaplanet first stopped the automatic adjustment mechanism in August. A second change announced Sept. 11 reset the warrant conversion ratio to 1:410, the level in place before the company’s September 2025 international share offering.

The reset reduced the total potential shares attached to the Series 10 program by 41.1%, from approximately 319.46 million to 188.19 million. The number of remaining potential shares after earlier exercises fell to roughly 105.37 million. Metaplanet’s 41% cut to the Series 10 share pool

Metaplanet calculated that the changes removed more than $220 million in potential warrant value and increased Bitcoin per fully diluted share by around 8.8%. Both figures are company calculations tied to the amended warrant structure.

Future Metaplanet share issues will no longer cause the Series 10 pool to expand. The board said exercised and unexercised shares associated with the rights now represent approximately 12.5% of company shares, with that percentage set to fall if Metaplanet issues more equity without increasing the warrant pool.

Exercise conditions became stricter as well. One-third of the remaining unvested pool will become exercisable in 2029, another third in 2030 and the final third in 2031. Shares received through exercises remain subject to the five-year lock-up introduced in August, which runs through Aug. 17, 2031.

A proposed employee incentive pool equal to 20% of the previous Series 10 pool was withdrawn as part of the changes.

What remains unanswered about Gerovich’s shares?

The independent directors said CEO Simon Gerovich did not participate in their deliberations or vote because he holds Series 10 rights. The statement, however, did not revisit the shares Gerovich had already received before the Sept. 11 reduction.

An Aug. 31 company disclosure confirmed that Gerovich exercised 92,000 Series 10 rights on Aug. 28 and received 64,032,000 Metaplanet shares. His directly held common shares increased from 15,555,500 to 79,587,500 following the exercise.

The 64.032 million shares remain subject to the lock-up until Aug. 17, 2031. Metaplanet did not cancel the shares when it later reduced the potential Series 10 pool.

Earlier reporting on Gerovich’s 64 million-share exercise and MMXX relationship documented shareholder questions about whether previously exercised rights should be treated differently from the remaining pool.

MMXX Ventures has been another part of the shareholder debate. Gerovich previously said he is a “significant but non-majority shareholder” in MMXX’s parent company but is not a director or officer of MMXX and does not make its investment or trading decisions.

The Sept. 29 independent directors’ letter does not provide new ownership details for MMXX, address its past Metaplanet share sales, or further explain Gerovich’s economic interest in its parent.

Metaplanet says the plan supported its Bitcoin turnaround

The board tied its defense of the Series 10 plan to Metaplanet’s move from hotel operations into Bitcoin. Between the company’s first Bitcoin purchase in April 2024 and Sept. 1, 2025, Metaplanet said Bitcoin per fully diluted share increased around 44-fold. Its share price rose from 19 yen on April 8, 2024 to 831 yen on Sept. 1, 2025.

As of Sept. 28, the board said Bitcoin per fully diluted share had risen roughly 60-fold from the level recorded when the treasury strategy began. Metaplanet currently reports holdings of 43,000 BTC after adding 2,823 BTC during the second quarter. Metaplanet’s purchase that lifted its treasury to 43,000 BTC

The company has continued expanding businesses around its Bitcoin holdings while changing its capital structure. Recent projects include a Hong Kong asset-management subsidiary and a proposed U.S. Bitcoin treasury platform involving Super League.

Metaplanet shares ended Sept. 30 at 286 yen, up 1.78% from 281 yen a day earlier, according to MarketScreener. The stock remained down around 29% for 2026 despite its large longer-term gain since the Bitcoin treasury strategy began.

The directors said Metaplanet is now working with an international compensation adviser on a new performance-linked executive incentive plan. No final structure or launch date for the replacement compensation system was disclosed in the Sept. 29 letter.