SALT LAKE CITY, UT - April 16, 2026 - tZERO Group, Inc., a blockchain-powered multi-asset infrastructure innovator, today announced an enhancement to its proposal to convert TZROP security tokens into tokenized Series B preferred stock. The revised proposal now includes an additional eight shares of common stock per TZROP, alongside the previously announced three Series B preferred shares, subject to approval by a majority of outstanding TZROP holders.
The enhancement responds to investor feedback seeking broader participation across tZERO's capital structure and potential upside in future liquidity events. The resulting common stock is expected to be fully tokenized and custodied on-chain within tZERO's regulated wallet infrastructure. While the value of these interests will depend on the company's future business development, terms of future financings, and strategic transactions, the objective is to provide enhanced exposure to another layer of tZERO's capital structure.
Bed Bath & Beyond, Inc., tZERO's largest shareholder, expressed support for the proposal, despite significant dilution to its common stock position, subject to certain corporate governance enhancements. These include a designated Board seat for Bed Bath & Beyond and engagement of Alvarez & Marsal to conduct a comprehensive review of tZERO's technology resources, vendor services, and operational footprint to increase efficiency and reduce costs.
Upon closing of the conversion, tZERO CEO Alan Konevsky will assume the role of Chairman, as Matt Mosman transitions to a director role. "It has been a privilege to serve as Chairman during such a transformative period," Mosman said, expressing confidence that the proposal aligns shareholder interests and strengthens the company's foundation.
"This revised proposal reflects feedback from our investor community, who expressed a strong desire for additional participation across our capital stack," said Konevsky. Under the enhanced terms, existing TZROP holders will hold approximately 31% of the company's outstanding common stock and restricted stock units, in addition to 31% of Series B preferred stock. The conversion reduces the interests of current common stockholders (including employee RSUs) by approximately 30% and Series B preferred holders by 27%.
The implied fair value conversion ratios, based on an analysis by independent advisor Dahn Consulting Group, indicate each Series A Preferred share is equivalent to approximately 1.13 Series B preferred shares or 2.76 common shares. A summary of the Dahn report is available on the TZROP Amendment webpage, accessible here.
Given the intended purpose of additional common equity exposure, tZERO does not intend to provide near-term liquidity for tokenized common shares, unlike Series B shares, which are expected to have access to liquidity opportunities. An updated pro forma capitalization table and FAQs are available on the TZROP Amendment webpage, accessible here.
In connection with the conversion, tZERO entered into a letter of intent with Bed Bath & Beyond for up to $10 million in additional capital through a convertible note financing. Eligible investors and qualified parties interested in participating may contact tZERO. The letter of intent is available on the TZROP Amendment webpage, accessible here.
The proposed restructuring remains subject to approval by required security holders and satisfaction of other conditions. The enhanced proposal has been approved by a majority of Series B preferred holders and an independent special committee of tZERO's Board of Directors.
