Metaplanet Trims Executive Option Pool by 41% and Reshuffles Top Management in Governance Reset

Metaplanet trims its Series-10 rights program by 41%, appoints Shinpei Okuno as CFO, and moves toward a Hong Kong asset-management unit after a sharp selloff.

Metaplanet moved to contain a governance controversy on Friday, unveiling a four-part board package that cuts a contentious executive incentive plan, installs a new finance chief, and lays the groundwork for a Hong Kong asset-management arm. The Tokyo-listed bitcoin holder's shares added 2.6% on the day to close at EUR 1.42, a modest rebound after a bruising stretch for the stock.

The centerpiece is a sharp reduction of the Series-10 rights program for executives. The board trimmed the maximum share count by 41%, from 319.5 million to 188.2 million shares. CEO Simon Gerovich said the revision strips out more than USD 220 million in option value and lifts bitcoin per diluted share by roughly 8.8%.

Alongside the cut, the exercise ratio was reset to 410 shares per right from 696, and the reference date was pushed from June 30 to September 1, 2025. A planned transfer of as many as 90,000 rights into a separate long-term incentive vehicle for executives and staff has been scrapped entirely. Metaplanet now intends to draft a fresh equity-based compensation plan with the help of an internationally recognized remuneration consultant. Any Series-10 rights still unexercised will face added lock-ups, with a third becoming exercisable in 2029, another third in 2030, and the remainder in 2031.

The retreat follows a sharp selloff. According to media reports, the stock shed about 17% over two trading days as investors pressed questions about the bloated option program and Gerovich's ties to shareholder MMXX Ventures. A separate account put Tuesday's single-session drop at nearly 10%, to JPY 244.

New CFO, Capital Move, and a Hong Kong Base

Shinpei Okuno takes over as Executive Officer and CFO, stepping up from his prior role overseeing capital markets and investor relations. He will now handle financial strategy, capital policy, financing, and IR. Yoshihisa Ikurumi, the outgoing CFO, shifts to Executive Officer, Director of Administration and Investor Relations.

On the capital front, the board is proposing a JPY 27.8 billion reduction in stated capital. By moving common stock and capital reserves into other capital surplus, the company aims to expand its distributable amount—a prerequisite for future dividends and share buybacks. The record date is set for September 30, 2026, the creditor objection window closes December 16, 2026, and the measure is slated to take effect December 30, 2026.

Directors also approved the formation of Metaplanet Asset Management Asia Limited, a wholly owned Hong Kong subsidiary capitalized at USD 1 million and scheduled for registration in September 2026. Gerovich, Darren Winia, and Kelvin Lee are named as directors. The unit sits under the banner "Project Nova," which Metaplanet describes as a bitcoin-focused platform combining asset management, securities trading, and capital markets services.

In a letter to shareholders published Friday, Gerovich pointed to governance changes already underway: five new directors joined at the March 2025 and March 2026 general meetings, and nine of the ten current board members are independent outside directors drawn from international audit and law firms and financial institutions. The company has also expanded headcount across accounting, legal, compliance, operations, and technology over the past 18 months.

Super League Deal Still Pending

Beyond Friday's resolutions, the August transaction with Super League Enterprise remains in play. Metaplanet agreed to contribute 2,100 bitcoin, valued at roughly USD 132.1 million, plus USD 2.5 million in cash, in exchange for 44,859,400 shares of Super League common stock. The business is to be renamed Superplanet, Inc. and operate as a Metaplanet subsidiary with an approximately 95.7% stake. A Nasdaq listing under the ticker SUPA in the fourth quarter of 2026 still hinges on approval from Super League shareholders and regulatory clearances in Japan and the United States.

Metaplanet's bitcoin holdings stood at 43,000 BTC after a July build-out. Its Bitcoin Income Generation segment generated about USD 10.85 million in second-quarter revenue. Next quarterly results are due November 13, 2026.

The stock remains a volatile proposition. Its annualized 30-day volatility sits at 81%, and it trades 65% below its 52-week high of EUR 4.07. Over the past week the shares are down 10.0%, though they have recovered 16% over 30 days. Year-to-date the loss is 36%, widening to 64% on a 12-month view. The latest uptick suggests investors are, for now, taking the governance reforms and the option-pool rollback in stride.