Metaplanet Freezes Insider Share Pool After Admitting Dilution Worsening

The board of Metaplanet informed shareholders that the insider share pool's structure made their dilution worse. Instead of reversing it, the board froze the pool at 319.5 million shares.

After ten days, the CEO exercised the portion of his options that had vested. On Tuesday, Metaplanet's shares dropped 9.96%, closing at ¥244.

How Metaplanet’s Insider Share Pool Ballooned

Back in 2022, the firm operated under the name Red Planet Japan. Its hotel business had no guests. Revenue stood at ¥366 million ($2.37 million), with an operating loss of ¥858 million ($5.57 million), and the company cautioned it might not make it.

In February 2023, shareholders gave the go-ahead for a rescue plan. Seven employees paid ¥18 each for options allowing them to purchase shares at ¥10.

The option award initially covered 46 million shares. However, that figure was not static; it was always equivalent to 20% of any share the company might issue.

Then in April 2024, Bitcoin (BTC) entered the picture. Metaplanet issued additional shares to raise funds for Bitcoin purchases, eventually becoming a top corporate holder with 43,000 BTC.

Over two years, the number of outstanding shares surged from 153.9 million to 1.35 billion. Each stock sale consequently expanded the insider pool, which grew to 319,464,000 shares.

That equates to roughly a quarter of the entire company.

"…amplifies the dilution borne by existing shareholders," Metaplanet spelled out in its August 18 filing.

Why the Freeze Failed to Settle It

In that same document, Metaplanet removed the variable clause and set the pool at its current enlarged figure. No shares can be sold by holders before August 17, 2031.

Ten days after the freeze, CEO Simon Gerovich used 92,000 options, the precise third that had become exercisable. He spent ¥640 million ($4.16 million) to obtain 64,032,000 shares, which as of Tuesday were valued at ¥15.6 billion ($101.3 million).

Metaplanet froze its executive share pool after it grew 595% through shareholder dilution

"So Metaplanet performed exceptionally well, it was one of the darlings of the treasury boom."

"The problem here is that they have an executive pool of shares that was pegged not at a…"

— The Wolf Of All Streets (@scottmelker) September 8, 2026

As a result, Gerovich's personal holding now stands at 6.2%, after the structure compensated insiders for each stock issuance.

David Bailey, a Bitcoin executive who has been a shareholder since 2024, holds a different view.

"…20% of Metaplanet cap table … isn’t some crazy number," Bailey noted.

Metaplanet's own figures back up part of Bailey's argument. The amount of Bitcoin per 1,000 shares increased roughly 43 times over two years, even when including the option grants.

In October 2025, BeInCrypto reported that Gerovich had proposed preferred shares as a way to continue raising Bitcoin per share without causing dilution for existing holders.

Nonetheless, the market remains skeptical. The total value of all Metaplanet shares is roughly $2 billion, while its Bitcoin holdings are worth about $3.4 billion, with Bitcoin near $78,533 — and that's before accounting for debt.

Insiders have a claim on a quarter of a company whose valuation is less than its Bitcoin stash. Shareholders are demanding the return of the 273 million surplus shares.