Metaplanet Directors Defend Executive Share Plan Amid Dilution Concerns

Metaplanet's independent directors have defended the company's executive share plan against weeks of shareholder criticism over dilution. The directors argue that management took financial risk when creating the rights and that the board has since cut the potential share pool by roughly 41%.

The original structure contained an adjustment mechanism designed to maintain management's stake near 20% as Metaplanet issued new shares. However, this formula caused the number of potential shares connected with the Series 10 rights to rise as the company issued equity to fund its Bitcoin purchases.

Metaplanet first stopped the automatic adjustment mechanism in August and later reset the warrant conversion ratio to 1:410, reducing the total potential shares attached to the Series 10 program by 41.1%. The number of remaining potential shares after earlier exercises fell to roughly 105.37 million.

The directors tied their defense of the Series 10 plan to Metaplanet's move from hotel operations into Bitcoin. Between April 2024 and September 2025, Metaplanet said Bitcoin per fully diluted share increased around 44-fold. The company currently reports holdings of 43,000 BTC.