New York-based asset manager VanEck has ranked Tokyo-listed Metaplanet Inc. (TSE: 3350 / OTCQX: MTPLF) as the only company placed in the formal “Bad” band on executive equity compensation among the ten largest Digital Asset Treasury (DAT) firms, which are listed companies that hold cryptocurrency as a core balance-sheet asset.
The verdict, published on September 18, came after two consecutive board amendments over four weeks meant to address shareholder concerns about insider dilution linked to the firm’s Series 10 stock acquisition rights, a discounted executive option pool priced at ¥10 per share.
Matthew Sigel, Head of Digital Assets Research at VanEck, authored the screen, dated to company filings as of September 14. It sits inside the firm’s VanEck Mid-September 2026 Bitcoin ChainCheck, the monthly research note the firm publishes on digital assets.
The peer set was measured on four tests: plan pool size relative to fully diluted shares, the portion held by named officers, whether the pool can grow without a stockholder vote, and whether the largest award carries a performance hurdle. Metaplanet failed on all four counts. Six names were marked “Good,” including Strategy (MSTR) at a 2.0% plan pool and BitMine Immersion Technologies (BMNR) at 3.2%. Three names were marked “Acceptable,” with Forward Industries (FWDI) the next-largest at 8.4%.
According to the note, Metaplanet’s plan pool stands at 14.7% of fully diluted shares. Officer exposure is placed at 8.2%, and the largest single officer stake is 3.8%. Those figures work out to roughly 3.7 times, 10.4 times, and 5.9 times the average of the other nine DATs on the same tests, with the next-worst peer on officer exposure (Twenty One Capital, ticker XXI) at 2.3% and its largest single officer at 1.9%.
VanEck put Metaplanet’s market capitalisation at $2.403 billion as of the September 14 cutoff. The plan’s original ¥10 strike predates the company’s April 2024 Bitcoin pivot, and remaining unvested units carry service-only vesting that is now spread across 2029, 2030 and 2031.
The scorecard is not a fresh Tokyo filing. It is an outside asset-manager reading of disclosures investors already had in front of them. That distinguishes it from Metaplanet’s own September 11 board action, which reset the conversion ratio on the Series 10 rights from 696 to 410 shares per unit, a move The Crypto Times reported in Metaplanet Cuts Executive Warrant Pool by 41%. VanEck accepts those revised figures and still concludes the residual claim is a multiple of every peer on every size metric.
How a 46 million-share plan grew to 319 million
The mechanics behind the ranking are already on the record. The Series 10 rights were approved at an Extraordinary General Meeting of Shareholders (EGM) in February 2023, back when Metaplanet was still a Japanese hotel operator. Rather than a fixed share count, the pool was designed to reset so that officers would keep about 20% of the company on a fully diluted basis as new shares were issued.
After the company adopted a Bitcoin (BTC) treasury strategy in April 2024, that formula had the effect of enlarging the executive claim in step with each equity-financed BTC purchase. By mid-2026, the potential pool had reached 319.5 million shares, up from an original size of about 46 million. The Crypto Times reconstructed the sequence in Inside Metaplanet’s Floating Option Pool.
Two board actions followed investor pushback. On August 18, the evergreen adjustment clause was repealed, the pool was frozen at the enlarged size, and a lock-up on exercised shares was extended to August 17, 2031, as set out in the company’s August 18 Tokyo Stock Exchange (TSE) filing.
On September 11, the conversion ratio was rolled back from 696 to 410 shares per right, the level that existed just before the September 2025 international offering. Aggregate potential shares fell 41.1%, from 319.464 million to 188.190 million. Chief Executive Officer (CEO) Simon Gerovich put the extinguished warrant value at more than $220 million and said Bitcoin per fully diluted share rose about 8.8% as a result. Prior to the September 11 amendment, CEO Gerovich had provided a public explanation of the plan on September 6, a response covered by The Crypto Times.
The 80/20 pass-through argument
The line from the ChainCheck that circulated most widely on Friday evening is not the peer table. It is the pass-through math. VanEck writes that, until the recent cuts, Metaplanet passed only about 80% of the Bitcoin it purchased through to shareholders, with management dilution absorbing the other 20%.
The note argues that most investors would not have approved that scale of dilution to buy Bitcoin had they understood it in real time. That is a governance discount argument rather than a Bitcoin argument. Metaplanet still holds 43,000 BTC, remains the largest listed corporate holder in Asia, and is among the top three globally. What VanEck is measuring is whether buying Bitcoin with newly issued equity is accretive after the officer claim is netted out.
The distinction between the September 11 cut and the residual pool is where much of the online discussion has blurred. VanEck notes that because 82.8 million shares had already been issued at the old 696-share ratio, remaining potential shares fell by more than half, to about 105.4 million, or roughly 7% of the company.
The 14.7% plan pool figure still includes what has already been delivered. One director received 64.032 million shares on the August 28 exercise and continues to hold rights over 49.128 million more even after the ratio cut. The headline 41% reduction and the remaining structural overhang are therefore not the same thing.
VanEck’s four-step recommendation
VanEck proposes four changes that would move Metaplanet off “Bad” in a future ChainCheck, without necessarily moving it to “Good.” First, cancel the roughly 273 million shares created by the old adjustment clause. Second, replace remaining rights with a shareholder-approved plan sized in the low single digits of fully diluted shares.
Third, tie compensation to a shareholder-aligned Key Performance Indicator (KPI) such as Bitcoin per fully diluted share. Fourth, adopt a written grant-timing policy. The last paragraph of the DAT section carries a fifth implication: VanEck is underweight the DAT sector as a whole and prefers spot Exchange-Traded Fund (ETF) exposure, citing leverage, related-party risk, and insider compensation. Metaplanet is the exhibit under that broader stance rather than a stand-alone case.
Market reaction: the damage print was earlier
The share price reaction on Friday was measured because the material selloff had already occurred earlier in the month. According to trading data from Japanese market data site Kabutan, Metaplanet closed on September 18 at ¥243, up ¥5 or 2.10%, on 41.0 million shares, with an intraday range of ¥240 to ¥251.
The US Over-the-Counter (OTC) listing (MTPLF) closed at $1.68, up 8.11% on about 1.24 million shares. The 52-week range on the Tokyo line stretches from ¥662 on October 6, 2025 to ¥192 on July 1, 2026. Year-to-date, the OTC line is down roughly 33%, and the one-year return is approximately negative 59%.
The heavier moves were compressed into the first week of September. After Gerovich’s September 6 public explanation of the option pool, the Tokyo line fell 7.51% on September 7 and a further 9.96% on September 8, a two-day slide that The Crypto Times covered in Metaplanet Shares Fall Nearly 10% After Option Pool Review. The September 11 amendment day closed at ¥249, down 3.86%.
From the September 1 close of ¥326 to Friday’s ¥243, the stock is down about 25% in three weeks, a move that predates the VanEck note.
The ChainCheck landed after the first washout, which explains why Tokyo closed green and the OTC line was bid rather than gap-down on Friday. Kabutan listed a margin trading ratio of 44.60 times around the Friday close, an elevated reading that reflects a crowded Japanese retail tape sitting under an institutional governance critique.
Separately, a September 15 large-shareholding filing showed Capital Research and Management Company, the investment arm of Capital Group, cutting its Metaplanet stake below 10%, to 9.76% as of September 8. That change is not caused by the VanEck note. It is part of the same September tape, with a core long-only holder reducing exposure while the option-pool debate remained unresolved.
What the note does not change
The note does not recharacterise Metaplanet’s operating story. Bitcoin holdings remain at 43,000 BTC. Project Nova, the Hong Kong execution subsidiary approved on September 11, the Siiibo Securities purchase now rebranded as Metaplanet Securities, and the Superplanet US vehicle are all still on the corporate calendar.
Second-quarter Bitcoin options income has already slowed. None of that operating context is what VanEck scored. What it scored is whether equity-funded Bitcoin accumulation is accretive after insider claims are netted out. On that test, the firm argues Metaplanet’s legacy hotel-era formula was never rewritten for a Bitcoin treasury company.
The August and September patches stopped the formula and cut the conversion ratio, but they did not put the residual plan to a fresh shareholder vote, attach a performance hurdle, or bring pool size into the 2% to 5% band where most US-listed peers now sit.
For readers tracking the timeline, the usable distinction is straightforward. The September 11 filing represented management marking its own homework. The September 18 ChainCheck is a large asset manager publishing an answer key against nine peer treasuries. Tokyo already sold the first draft.
The second draft is now in front of the December 18 extraordinary meeting, an outside compensation consultant the company has said it will retain, and every institution that has to justify a DAT wrapper against a plain Bitcoin ETF.
This article is for informational purposes only and does not constitute investment advice. Digital asset treasury equities can move independently of Bitcoin. Compensation figures cited above are VanEck’s calculations from company disclosures as of September 14, 2026, and may differ from other fully diluted methodologies.
