A Letter to Metaplanet Shareholders from the Independent Directors
A letter from the Independent Directors of Metaplanet Inc. on the Series 10 warrants, followed by a Fact Sheet setting out their origin, terms, and the structure in place today.
Dear Shareholders,
We are writing to add the independent directors’ voice to Founder & CEO Simon Gerovich’s September 11 note about the company’s Series 10 warrants.
Much of the recent commentary has not reflected the full history of these warrants: how they arose, the risk the team took, or the substantial changes the Board has since made. We want to provide that context.
The warrants originated in a period of real peril. Metaplanet was a struggling, Japan-centric hotel operator with an uncertain future, and there was no assurance its transformation would succeed. In those circumstances, the founding leadership team that conceived and executed the turnaround, and that still runs the company today, invested its own capital in the Series 10 warrants at fair value, accepted long-term vesting, and has been paid limited cash compensation as compared to its peers. The warrants are therefore better understood as turnaround equity and a long-term incentive for the founders of Metaplanet as it exists today, as opposed to conventional executive compensation. This is why comparisons to executive-compensation figures alone give an incomplete picture: at peer companies, substantial founder ownership typically sits alongside separately-paid professional management, whereas at Metaplanet the same people founded, rebuilt, and run the business.
None of us were directors when the warrants were issued. As the company grew, we reviewed the Series 10 structure on its merits to determine whether it remained appropriate today. That review led to substantial changes: materially reducing the economics, eliminating the automatic adjustment tied to new equity issuance from September 1, 2025 onward, and adding lock-up, exercise, and governance protections. The Fact Sheet that follows sets out the details.
Metaplanet is fortunate to have a founder-led team whose interests are deeply aligned with all shareholders. Having delivered a remarkable turnaround, that team is now focused on the next chapter: evolving Metaplanet from a pure play Japan-based Bitcoin treasury company into a global financial services innovator powered by Bitcoin. The Board’s role is to support that work while ensuring the company maintains the highest standards of governance. We have a bright future ahead, and we look forward to updating you along the way.
Fact Sheet: Metaplanet’s Series 10 Warrants
This Fact Sheet sets out the facts about the Series 10 warrants: their origin, their terms, and the structure in place today.
What the warrants are
The Series 10 warrants were established when Metaplanet was a much smaller, higher-risk company, to provide the leadership team responsible for its transformation with a path to a meaningful, long-term equity stake. Because the individuals who conceived and executed the pivot into a Bitcoin treasury company continue to lead the business, the warrants combine founder turnaround equity with a long-term management incentive. A complete comparison to peers therefore considers both founder ownership and management compensation, not executive compensation in isolation.
How they were priced, and the risk taken
The warrants were priced at fair value and purchased by the team at a time when the company’s finances were precarious and its future uncertain. They were an investment that could have been lost, not a free award. Looking only at the exercise price omits the amount paid to acquire the warrants, the risk taken, the multi-year vesting, and the subsequent lock-up and exercise restrictions.
Why this structure, in Japan
U.S. and Japanese equity-compensation frameworks differ materially in their legal, tax, and practical treatment. While restricted stock and performance-based equity are available and increasingly used in Japan, delivering management equity with significant intrinsic value is structured differently than in the United States. An equivalent U.S. company could have reached a similar outcome through other instruments or structuring; judging a Japanese company solely by that lens would not reflect local law and practice.
Alignment with shareholders
The value of the warrants is tied directly to Metaplanet’s equity value, creating a shared economic interest between management and long-term shareholders. The team also accepted multi-year vesting and restrictions and received limited cash compensation while rebuilding the company.
Over the period to which the adjustment mechanism now applies, from the Company’s first Bitcoin purchase in April 2024 to September 1, 2025, Bitcoin per fully diluted share increased approximately 44 times and the share price rose approximately 44 times, from ¥19 on April 8, 2024 to ¥831 on September 1, 2025. As of September 28, 2026, Bitcoin per fully diluted share has increased approximately 60 times since the first Bitcoin purchase, and the share price is more than 14 times higher than when the Company began its Bitcoin treasury strategy. Taking these results into account, the Board revised the terms accordingly. As the company evolves, so will compensation: Metaplanet is developing a performance-based executive incentive plan for the future with a leading international compensation adviser.
Governance of the initial issuance and the review
The warrant holders did not approve the program. It was approved by the directors with no interest in it, with no objection from the company’s three outside statutory auditors, and then by shareholders as above. None of Metaplanet’s current independent directors served on the Board when the program was approved; on review, they approved several material changes to the warrants. Founder & CEO Simon Gerovich, as a warrant holder, recused himself from the deliberations and the vote.
The adjustment mechanism and how it was eliminated
Under the original terms, the number of shares associated with the warrants adjusted as Metaplanet issued new shares, to preserve the significance of the leadership team’s stake at 20% of the shares of the Company. These adjustments were part of the original, shareholder-approved terms, not new grants or fresh compensation decisions with each capital raise. In August 2026, with the consent of the Series 10 holders, the Board eliminated this automatic adjustment and in September 2026 modified the term associated with the adjustment such that it was only applicable in relation to new equity issued until September 1, 2025. From that point onward, new equity issuance no longer increased the shares underlying the warrants, and future issuance will not either. At present, approximately 12.5% of the shares of the Company are associated with both exercised and unexercised Series 10 warrants, and that percentage would decline with any further new equity issuance.
The changes the Board has made
The Board, with the consent of the Series 10 holders, has implemented the following:
- Eliminated the automatic adjustment mechanism;
- Reduced the shares underlying the warrants by approximately 41%;
- Eliminated more than $220 million of potential warrant value;
- Improved Bitcoin per fully-diluted share by approximately 8.8%;
- Added lock-up and exercise restrictions extending to 2031, eight years from issuance;
- Withdrawn the proposed employee warrant pool (earmarked at 20% of the prior Series 10 pool);
- Engaged a leading international compensation adviser; and
- Strengthened governance and disclosure around the program.
These changes were made for no compensation to the holders, who were otherwise legally entitled to the prior terms.
Disclosure
The Series 10 warrants, and their effect on total shares outstanding, were disclosed at all times and reflected in Metaplanet’s fully-diluted share count and in the BTC-per-share and BTC Yield metrics provided to investors. The company recognizes that disclosure and awareness are not always the same, and as its shareholder base has grown globally it has committed to providing greater context around its capital structure and to engaging with shareholders consistently in both English and Japanese.