Metaplanet Proposes Governance Overhaul Amid Strategic Shifts

Metaplanet shareholders to vote on new three-committee governance model as strong operational growth contrasts with Bitcoin-related accounting loss and share price pressure.

Metaplanet Inc. is preparing for a fundamental restructuring of its corporate governance framework. Shareholders will vote on a proposal to adopt a three-committee model at the Annual General Meeting scheduled for March 25. This move coincides with a period of notable share price pressure, while the company’s substantial existing share repurchase authorization remains untouched.

Share Performance and Financial Results

The company’s shares closed at 341 yen on the last trading day, marking a decline of 6.32% from the previous close of 364 yen. During the session, the stock traded between 338 and 353 yen. Metaplanet’s 52-week range is wide, spanning from 284 to 1,930 yen, which the company attributes to its high sensitivity to Bitcoin price movements over the past year.

Operationally, Metaplanet reported robust growth for the fiscal year 2025. Revenue surged to 8.905 billion yen, a 738% year-on-year increase, while operating profit jumped to 6.287 billion yen, up 1,694%. The primary drivers were Bitcoin-related activities, notably premium income from options trading.

Despite this operational strength, the company posted a net loss. This was triggered by a non-cash, non-operating mark-to-market valuation loss of $665.8 million on its Bitcoin holdings, booked under Japanese accounting rules. Management emphasized that this accounting entry does not affect cash reserves or daily operations. The company also highlighted an equity ratio of 90.7%, stating that its liabilities and preferred shares would remain covered even if Bitcoin’s price fell by approximately 86% from current levels.

Looking ahead, guidance provided in February for the fiscal year ending March 31, 2026, forecasts revenue of 16.0 billion yen and operating profit of 11.4 billion yen. The company has also issued quarterly dividend guidance for its Class B preferred shares for 2026.

Core Proposal: A New Three-Committee Governance Structure

The central proposal for the AGM involves shifting from a model with a Board of Statutory Auditors to a system anchored on three legally established committees: Nominating, Audit, and Compensation. According to Metaplanet, this redesign aims to achieve a clearer separation between oversight and executive management, enhance supervisory functions, and establish a more systematic audit framework to bolster corporate governance and long-term value.

This transition would result in the terms of all current directors and statutory auditors ending. Furthermore, the Board of Directors is slated to be composed predominantly of independent members. Under the plan, President and Representative Director Simon Gerovich would assume the role of Director and Representative Executive Officer.

Constitutional amendments are also on the agenda to facilitate this shift. These include new regulations for committees and executive officers, the removal of clauses related to statutory auditors, and terminological updates. An additional proposal seeks to limit the liability of the company’s auditor within legal parameters and enable corresponding liability limitation agreements. Another amendment would grant the Board greater flexibility in deciding on dividends from retained earnings. All changes are intended to take effect upon the conclusion of the AGM.

Share Buyback Status and Bitcoin Treasury Strategy

Despite having a significant repurchase mandate in place, Metaplanet did not buy back any of its own shares in February 2026, spending zero yen. The existing authorization, valid until the end of October 2026, allows for the acquisition of up to 150 million common shares, representing 13.13% of outstanding shares (excluding treasury stock). The program is backed by a budget of approximately 75 billion yen.

As of February 28, 2026, the number of outstanding shares (excluding treasury shares) stood at 1,166,776,726. The company held 26,614 treasury shares at that date.

Regarding its digital asset strategy, Metaplanet’s Bitcoin treasury held 35,102 BTC at the end of 2025, a substantial increase from 1,762 BTC the prior year. The company’s “555 Million Plan” outlines ambitious targets of accumulating 100,000 Bitcoin by the end of 2026 and 210,000 by 2027. A key performance indicator for the firm is the “BTC Yield,” a metric tracking the percentage growth of Bitcoin per share, which is used to guide capital market activities.

The March 25 meeting thus converges several critical themes: the vote on governance restructuring, the large but currently unused share repurchase authorization, and the recently communicated financial targets for the fiscal year-end.