Key Highlights

  • Metalpha's board approved an amendment and restatement of its 2024 Share Incentive Plan on September 28, 2026.
  • The maximum number of ordinary shares issuable under all awards rises from 2,000,000 to 5,000,000.
  • Apart from the higher share limit, the 2024 plan's terms remain unchanged, and the amended plan is Exhibit 4.1.
  • The plan permits options, restricted shares and restricted share units for directors, employees and consultants.

Metalpha Technology Holding Ltd (NASDAQ:MATH) furnished a Form 6-K on September 29, 2026 reporting that its board of directors approved an amendment and restatement of the company's 2024 Share Incentive Plan. The change raises the maximum number of ordinary shares that may be issued under all awards from 2,000,000 to 5,000,000.

The filing states that, other than the increase in that share limit, the terms of the 2024 plan remain unchanged. The amended plan is attached as Exhibit 4.1.

What the Board Approved

According to the 6-K, the board approved the amendments on September 28, 2026, acting on the recommendation of its compensation committee. The plan itself first became effective on October 12, 2024. The ordinary shares covered by the plan have a par value of US$0.0001 each. The increase of 3,000,000 shares more than doubles the pool available for awards, taking it to two and a half times its previous size.

The 6-K describes the change in a single short paragraph and notes that its description is qualified by the full plan text furnished as an exhibit, to which the description refers for details.

How the Plan Works

The plan document, which is furnished as an exhibit, permits three kinds of awards: options, including both incentive and non-qualified share options; restricted shares; and restricted share units. Directors, employees and consultants of the company and its parent, subsidiaries or related entities may take part, as selected by the plan committee. The committee is described as a committee of the board and has broad discretion over who receives awards, their terms, exercise prices and vesting schedules.

The plan states that no award may be granted after the tenth anniversary of its effective date, which would fall in October 2034, although awards already outstanding continue under their own terms. With board approval, the committee may amend or suspend the plan, but changes cannot adversely affect existing awards without the participant's written consent, except where needed for legal compliance. The plan also allows the committee to make proportionate adjustments for events such as share splits and consolidations.

Registration Statements Affected

The 6-K says its contents are incorporated by reference into three of Metalpha's existing registration statements: two Form S-8 filings, file numbers 333-255251 and 333-283335, and one Form F-3, file number 333-297098. The incorporation takes effect from the date the report was filed, unless it is superseded by later submissions. A Form S-8 is the registration statement used for shares offered under employee plans, so the reference to two of them fits a change to an employee share plan.

The report was signed by Bingzhong Wang, who is Chief Executive Officer and Chairman of the Board of Directors.

Metalpha's Enlarged Award Pool and the Filings to Watch

The filing sets no deadline or vote date. The items to look for are any later filing that registers the additional shares for issuance, any report of awards granted under the plan, and the company's next annual report, which would show equity compensation and share counts. Any grants that use the enlarged pool would be reflected in future disclosures rather than in this one.