tZERO Proposes Conversion of TZROP Tokens into Series B Preferred Equity

Bill Fleckenstein to Join tZERO Board as Preferred Stock Director Representative

SALT LAKE CITY, UT – APRIL 7, 2026 – tZERO Group, Inc., a leading independent innovator in blockchain-powered multi-asset infrastructure, today announced a proposal to amend the terms of its TZROP security tokens to enable the conversion of each TZROP share into three shares of tokenized tZERO Series B preferred stock. If approved, the conversion would enhance the long-term participation of existing token holders in the company’s future growth by positioning tZERO to pursue additional capital formation and strategic opportunities, including unlocking up to $10 million in additional capital through a potential convertible note financing led by Bed Bath & Beyond, Inc., tZERO’s largest shareholder, to underpin tZERO’s development.

Bill Fleckenstein, a long-time TZROP investor and the second largest TZROP holder, fund manager and financial industry commentator, will also join tZERO’s board of directors as the Series B preferred stock representative, subject to formal appointment.

Key Terms of the Proposed Conversion

Each TZROP token would convert into three tokenized shares of Series B preferred stock. The conversion would occur promptly following requisite approvals and the effectiveness of the enabling amendment. The proposed restructuring is subject to approval by a majority of TZROP holders, Series B preferred shareholders, and common shareholders. Bed Bath & Beyond, Inc., the largest TZROP investor and the largest equity owner in tZERO, has expressed its support for the proposals. The holder representing the majority interest in the Series B preferred shares has communicated its support for the proposed conversion and related amendments, as well as the appointment of Mr. Fleckenstein as the Series B director, subject to formal approval, which will also be obtained during the course of this process.

Rationale: Supporting Our Growth and Long-Term Shareholder Participation

tZERO believes the proposed conversion will deliver meaningful benefits to TZROP holders and other stakeholders of the company.

tZERO is the connective tissue in the tokenization economy. Following tZERO’s 2025 leadership reset, we have been pursuing a strategy that leverages our core strengths around market infrastructure development to provide a unique, vertically integrated, regulated infrastructure stack that empowers market leaders to bridge operational gaps and scale tokenization rapidly using tZERO’s rails.

The existing TZROP structure has constrained the company's ability to raise capital and pursue strategic transactions, as value creation by new investors is subordinated to an uncertain and potentially high future redemption price of TZROP shares, minority investor and dividend overhang, and other related risks. By simplifying its capital structure, tZERO expects to be better positioned to raise capital, continue operations, and execute on exit and other strategic opportunities. This constraint has also impacted the ability of holders of TZROP, as one of the original investor cohorts behind tZERO’s vision as the tokenized infrastructure leader, to recognize the value of their contribution to tZERO by limiting the company’s ability to finance sustainable operations and growth as it executes on its strategy post the leadership reset.

To these ends, the proposed conversion is designed to:

• enable TZROP holders to have a clearer path to realistic and meaningful sharing in any future growth of the company as equity holders, with stronger downside protection through enhanced liquidation preference and real governance rights;
• enhance alignment between TZROP holders and the long-term growth trajectory of the company by allowing TZROP holders to transition from a non-convertible instrument into preferred equity that can participate alongside common stock in full equity value at an exit event on an as-converted basis (if that produces a better economic result for the Series B investor that the liquidation preference); and
• streamline tZERO’s capital structure and remove constraints that have historically limited the company’s ability to pursue certain capital-raising opportunities and strategic transactions by replacing the current redemption-based instrument with preferred equity participation, which the company expects to improve its flexibility to execute growth initiatives and potential liquidity pathways.

Bed Bath & Beyond Growth Capital Commitment

In connection with the proposed conversion, tZERO entered into a letter of intent with Bed Bath & Beyond, Inc. pursuant to which Bed Bath & Beyond indicated its intention to lead up to $10 million in additional capital to tZERO through a convertible note financing, to be funded over time in tranches tied to specified operational and financial metrics. The proposed financing would provide tZERO with incremental capital to support near-term operations and strategic execution consistent with defined metrics and enhance tZERO’s ability to execute on its current business plan and growth initiatives.

The convertible note would accrue interest at a market rate. If the company raises $25.0 million or more in a "qualified financing" before maturity, the debt will automatically convert into the securities issued in the qualified financing at a 20% discount to the new investors' price. In the event of a liquidity event, such as a sale, IPO, or direct listing, note holders would receive the greater of their total principal plus interest or the equivalent value in common stock. Further details are set out in the shareholder documentation. Eligible existing tZERO investors and other qualified parties who wish to participate in this financing on similar terms may contact tZERO at ir@tzero.com.

“I have long advocated for reforming tZERO so it can achieve its potential, as well as driving value for TZROP investors, of which we are the largest. I believe that this proposal removes a significant hurdle to the company’s ability to drive its strategy as the core connective tissue in the tokenization industry, which we pioneered in many ways across the various blockchain investments. As part of that, I am also pleased to lead the additional funding which, if this proposal is implemented, would position the company well to drive future growth.” said Marcus Lemonis, Executive Chairman and Chief Executive Officer of Bed Bath & Beyond, Inc.

“I am grateful to the TZROP community and our core supporters. This proposed conversion reflects our commitment to aligning early supporters of tZERO with the company’s long-term growth, while providing more clarity around the value path for their investment and strengthening our strategic flexibility during a critical juncture. We will continue to execute our post-reset strategy of independent, end-to-end regulated infrastructure for digital asset markets – our ‘picks and shovels’ strategy which we know is resonating well in the marketplace in the post-TradFi and DeFi convergence era,” said Alan Konevsky, Chief Executive Officer, tZERO Group, Inc. “I look forward to welcoming Bill to our board and am grateful to Marcus and Bed Bath & Beyond for continuing to be a champion of tZERO’s mission, as we look forward to supporting their tokens.com and other initiatives, including the launch of trading of the O and Buy Buy Baby tokens on our platform.”

“I look forward to joining the tZERO board as we look to capture the sizable opportunity set the secular adoption of tokenization technology presents in the marketplace for independent full-stack infrastructure providers,” said Bill Fleckenstein, tZERO’s Series B director-designate and investor. “I have high hopes – and expectations – for the company and how it executes on its strategy.”

“My son Max and I are two of the largest TZROP holders and we are thrilled to back this proposal,” said Marc Cohodes, a leading tZERO investor. “We have supported tZERO during its evolution, including by investing in the original Series B round, and look forward to its leadership in the tokenization industry globally.”

Overview of Series B Preferred Stock

tZERO Series B preferred stock, which is currently held by a number of tZERO investors and was first issued in 2022, has significant rights. It carries a $0.69 per share liquidation preference and, as an alternative, participates alongside common stock in residual distributions on an as-converted basis in an exit (if that produces a better economic result for the Series B investor). In addition, because it converts into tZERO common stock in the event of certain transactions, such as an IPO or a public listing, it provides a ready pathway for its holders to participate in such transactions, without causing friction. It is also entitled, as a class, to governance consent rights over certain matters, including the right to designate one director to the tZERO board of directors.

While TZROP is technically senior to Series B preferred stock on tZERO’s capital table, it carries a lower liquidation preference of 10 cents per share. TZROP is also non-convertible and may only be redeemed for cash as described above, which causes impediments to capital formation, liquidity and strategic options. Lastly, although Series B preferred stock does not generally pay dividends, TZROP’s notional 10% of TZERO’s adjusted gross profit dividend likewise creates impediments to new capital formation and subject to TZERO’s financial performance and future growth which today have not enabled it to declare and pay such a dividend.

Upon completion of the conversion, the newly converted shares would collectively account for approximately 31% of the then-outstanding Series B shares and approximately 11% of tZERO's total capitalization on a fully diluted basis.

Tokenized Equity and Liquidity Optionality

Following conversion, the resulting Series B shares are expected to be fully tokenized and custodied on-chain within tZERO’s regulated wallet infrastructure, preserving the digital-asset-native framework familiar to TZROP holders. tZERO also intends to conduct semi-annual auction-based liquidity opportunities, using its innovative Private Markets Auction platform to provide shareholders with access to secondary liquidity.

Unique Onchain Voting

Consistent with its previously announced partnership with Voatz to pioneer on-chain shareholder voting, tZERO will be conducting the TZROP voting using Voatz’s blockchain-based voting system to showcase the transparency, integrity and speed of on-chain voting systems. tZERO and Voatz intend to embed such functionality into the tZERO infrastructure stack for corporate and affinity voting functionality of its users, as well as to continue to work on the wider deployment of on-chain voting solutions for private and public companies. Holders of TZROP shares will receive voting instructions.

Record Date

Holders of TZROP shares as of March 24, 2026 will be eligible to vote on the proposal.

TZROP Investor Information

Additional details regarding the proposal and approval process will be provided to eligible holders through formal shareholder communications on April 7, 2026 and details relating to the conversion will be available on our website at tzero.com/tzrop-amendment. Holders of TZROP can access our secure portal at https://tzrop.consent.vote or by accessing the link provided in an email sent from tzropamendment@mackenziepartners.com, entering the unique log-in provided in the email, and confirming their identity by entering a personal identification number.

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tZERO Media Contact:

Julie Ros, Head of Marketing & Communications

jros@tzero.com

About tZERO

tZERO Group, Inc. (tZERO) and its broker-dealer subsidiaries provide an innovative liquidity platform for private companies and assets. We offer institutional-grade solutions for issuers looking to digitize their capital table through blockchain technology, and make such equity available for trading on an alternative trading system. tZERO, through its broker-dealer subsidiaries, democratizes access to private assets by providing a simple, automated, and efficient trading venue to broker-dealers, institutions, and investors. All technology services are offered through tZERO Technologies, LLC. For more information, please visit our website.

About tZERO Digital Asset Securities, LLC

tZERO Digital Asset Securities, LLC is a broker-dealer registered with the SEC and a member of FINRA and SIPC. It is the broker-dealer custodian of all digital asset securities offered on tZERO’s online brokerage platform. More information about tZERO Digital Asset Securities may be found on FINRA’s BrokerCheck.

About tZERO Securities, LLCtZERO Securities, LLC is a broker-dealer registered with the SEC and a member of FINRA and SIPC. It is the operator of the tZERO Securities ATS. More information about tZERO Securities may be found on FINRA’s BrokerCheck.

Investor Notice

Digital asset securities, as well as any particular investment, may not be suitable or appropriate for everyone. Investors should note that investing or trading in securities could involve substantial risks, including no guarantee of returns, costs associated with selling and purchasing, and no assurance of liquidity which could impact their price and investor’s ability to sell, and possible loss of principal invested. There is always the potential of losing money when you invest in securities. There are also unique risks specific to digital asset securities, including, without limitation, fraud, manipulation, theft, and loss.

No Offer, Solicitation, Investment Advice or Recommendations

This release is for informational purposes only and does not constitute an offer to sell, a solicitation to buy, or a recommendation for any security, nor does it constitute an offer to provide investment advisory or other services by tZERO or any of its affiliates, subsidiaries, officers, directors or employees. No reference to any specific security constitutes a recommendation to buy, sell, or hold that security or any other security. Nothing in this release shall be considered a solicitation or offer to buy or sell any security, future, option or other financial instrument or to offer or provide any investment advice or service to any person in any jurisdiction. Nothing contained in this release constitutes investment advice or offers any opinion with respect to the suitability of any security, and the views expressed in this release should not be taken as advice to buy, sell or hold any security. In preparing the information contained in this release, we have not taken into account the investment needs, objectives, and financial circumstances of any particular investor. This information has no regard to the specific investment objectives, financial situation, and particular needs of any specific recipient of this information and investments discussed may not be suitable for all investors. Any views expressed in this release by us were prepared based upon the information available to us at the time such views were written. Changed or additional information could cause such views to change. All information is subject to possible corrections. Information may quickly become unreliable for various reasons, including changes in market conditions or economic circumstances.

Forward-Looking Statements by tZERO

This release contains forward-looking statements. In addition, from time to time, tZERO, its subsidiaries, or its representatives may make forward-looking statements orally or in writing. These forward-looking statements are based on expectations and projections about future events, which is derived from currently available information. Such forward-looking statements relate to future events or future performance, including financial performance and projections; growth in revenue and earnings; and business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including, without limitation: the ability of tZERO and its subsidiaries to change the direction; tZERO’s ability to keep pace with new technology and changing market needs; performance of individual transactions; regulatory developments and matters; and competition. These and other factors may cause actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this release and other statements made from time to time by tZERO, its subsidiaries or their respective representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions. tZERO, its subsidiaries, and its representatives are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this release and other statements made from time to time by tZERO, its subsidiaries or its representatives might not occur.