Shares closed at ¥271 on Monday, September 7, down 7.5% on the day, before dropping approximately 10% further on Tuesday.

The trigger was a statement Gerovich published on Sunday, in which he acknowledged that the company had not communicated its plans and structure well enough to shareholders.

Investors responded by demanding concrete action, not reassurances, and the stock kept falling.

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The Option Pool at the Center of the Dispute

The core complaint involves Metaplanet's Series 10 Stock Acquisition Rights plan, an executive compensation scheme adopted in December 2022, before the company pivoted from hotel operations to a Bitcoin treasury strategy in April 2024. That pivot drove Metaplanet's stock up more than 3,600%, which made the subsequent expansion of the executive option pool and the timing of related-party share sales particularly contentious among shareholders.

The plan used a floating formula that set executive stock options at 20% of the company's fully diluted share count. As Metaplanet issued new equity repeatedly to fund Bitcoin purchases, the executive reward pool grew automatically alongside each new share issuance.

By June 30, 2026, the pool had ballooned to a cap of 319,624,556 shares, up from roughly 46 million at the time of the Bitcoin pivot. That is a nearly sevenfold increase.

According to a shareholder analysis, approximately 273 million of those shares were added directly because of post-2024 equity issuances tied to the Bitcoin strategy.

On August 18, the company froze the pool at 319,464,000 shares at a ¥10 per share exercise price and imposed a five-year lock-up running through August 17, 2031.

However, it did not roll the pool back to its pre-pivot level, which remains the core of shareholder frustration.

Gerovich himself exercised 92,000 option units on August 28, receiving 64,032,000 shares. His total holdings now stand at 79,587,500 shares.

Shareholders have publicly called on the company to reverse the 273 million shares added under what they describe as the former anti-dilution mechanics.

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The MMXX Ventures Question

A separate but related dispute concerns MMXX Ventures, a Metaplanet shareholder that reportedly sold shares during the 2024 stock rally.

Company filings had indicated that Gerovich indirectly held a majority of MMXX's voting rights.

In his public note, Gerovich described himself as "a significant but non-majority shareholder" of MMXX's parent company and said he holds neither a director nor officer role at MMXX.

He also said that leadership and shareholders "share a common interest in alignment, transparency, and governance."

That disclosure did not satisfy investors. Shareholders are asking the company to fully name MMXX's owners and confirm whether Gerovich or affiliates economically benefited from those share sales during the 2024 surge.

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Where the Bitcoin Treasury Stands

Despite the governance turbulence, Metaplanet's Bitcoin accumulation is substantial. According to data from early July 2026, the company held approximately 43,000 BTC, placing it third among corporate Bitcoin holders globally at that time, behind Strategy (approximately 762,099 BTC) and Twenty One Capital (approximately 43,514 BTC). The gap between Metaplanet and Twenty One Capital stood at fewer than 600 BTC as of that date, and continued purchases by either company may have since altered the ranking.

Those holdings were valued at roughly $3.38 billion as of early July 2026, with the company's market capitalisation at approximately $2.1 billion, meaning the stock was trading at a discount to the value of the Bitcoin it holds. The basic multiple of net asset value (mNAV) stood at 0.61, and the diluted mNAV at 0.77, based on the same July 2026 data.

Metaplanet's average cost basis across its entire Bitcoin position was approximately $104,106 per coin as of mid-2026, though continued purchases since then may have shifted that figure.

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Regional Stakes: Japan, Korea, and Africa

The fallout lands particularly hard on Japanese retail investors. Metaplanet has more than 250,000 domestic shareholders, roughly 0.2% of Japan's entire population.

Many bought shares through Japan's reformed NISA savings programme, which provides a tax-exempt wrapper for eligible investments within annual contribution limits, making it an appealing route to Bitcoin-related equity exposure. Standard capital gains on equities held outside a NISA account are taxed at around 20% in Japan, compared to up to 55% for direct cryptocurrency trading, sharpening the incentive to hold Bitcoin-proxy equities through the scheme.

The stakes extend beyond Metaplanet alone. By mid-2025, at least eight other Japanese publicly listed companies, including Remixpoint, ANAP Holdings, Quantum Solutions, and Agile Media Network, had adopted Bitcoin treasury strategies, meaning a governance crisis at Metaplanet carries systemic implications for Japan's broader Bitcoin treasury ecosystem.

The governance dispute is also being watched closely in South Korea, where K Wave Media Group has explicitly positioned itself as "the Metaplanet of Korea" and is planning to raise up to $500 million in shares for Bitcoin purchases. South Korea's 2026 Economic Growth Strategy formally opened pathways for institutional and corporate Bitcoin holdings, giving vehicles like K Wave Media Group official policy backing and raising the stakes should the Metaplanet model prove structurally flawed.

A floating option pool that quietly expands sevenfold is precisely the kind of structural flaw that Korean imitator vehicles will need to address from the outset, according to observers tracking the space.

In Africa, where pension funds and asset managers often access Bitcoin through equities or ETFs rather than direct custody, a governance failure at one of the world's largest corporate Bitcoin treasury holders carries practical weight. South Africa's Sygnia Limited, which launched the continent's first Bitcoin ETF in June 2025, and vehicles such as Africa Bitcoin Corporation, which has targeted listings in Namibia, Botswana, and Kenya, represent a growing class of investors that rely on Bitcoin-proxy equities as an alternative to direct custody. Investors using such vehicles carry mNAV discount risk and executive dilution exposure alongside underlying asset risk. As one industry analysis has noted, communication discipline and governance structure matter as much as the quantity of Bitcoin held.

The contrast with Hong Kong is instructive: regulators there have moved to block at least five companies from pursuing treasury-only business models on HKEX, underscoring the divergence in regulatory approaches to corporate Bitcoin vehicles across the Asia-Pacific region.

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What Comes Next

Metaplanet's governance crisis arrives at the same moment the company is expanding internationally. On August 18, the same day it froze the option pool, Metaplanet announced it would contribute 2,100 BTC (approximately $132.1 million) and $2.5 million in cash to Super League, a U.S.-listed company, to launch Superplanet, a new U.S.-based Bitcoin treasury platform.

That expansion story now competes for attention with the dilution controversy at home in Japan.

Shareholders have not indicated they will accept the current terms. The path forward will depend on whether the company provides the detailed ownership disclosures investors are requesting, pursues broader governance changes, or faces sustained selling pressure from a base of more than a quarter of a million people who chose Metaplanet as their Bitcoin vehicle of choice.