tZERO Enhances TZROP Conversion Proposal to Include Participation in tZERO Common Equity

SALT LAKE CITY, UT – April 16, 2026 – tZERO Group, Inc., a leading innovator in blockchain-powered multi-asset infrastructure, today announced an enhancement to its previously announced proposal to convert its TZROP security tokens into tokenized Series B preferred stock. After launching the conversion proposal on April 7, 2026, tZERO had the opportunity to consider feedback from some of the investors regarding their desire to participate across the company’s capital structure and receive additional equity interests that may permit them to participate in future upside, if any, that may be associated with that part of our capital structure.

To that end, tZERO is pleased to expand the proposal as follows. If the proposed amendment is approved by the majority of outstanding TZROP holders, all other conditions are met, and the shares are converted, then each TZROP share would convert into – in addition to the three shares of Series B preferred stock previously announced – eight shares of the company’s common stock. The resulting shares of common stock are expected to be fully tokenized and custodied on-chain within tZERO’s regulated wallet infrastructure. While the value of these interests will depend on future development of the company’s business, terms and dilution associated with potential future financing rounds and strategic transactions that may be available, if any, the objective is to provide an enhanced exposure to another layer of tZERO’s capital structure and any potential upside that may attach to them in the event of a potential liquidity event.

Bed Bath & Beyond, Inc., tZERO’s largest shareholder and the founder and initial and longest funder of tZERO, expressed its intention to support this proposal, including the significant dilution to its common stock position as a result of the enhanced conversion ratio, subject to certain corporate governance enhancements being adopted by tZERO.First, Bed Bath & Beyond will receive a designated Board seat to fill the vacancy on tZERO’s Board and will name its director upon effectiveness of these changes. Additionally, as part of its ongoing efforts to increase operational efficiency and reduce costs while continuing to develop and operate market-leading tokenization infrastructure, tZERO will engage Alvarez & Marsal to assist it with a comprehensive review of its current technology resources, vendor services and operational footprint.

“tZERO was born out of Beyond’s vision for tokenization in financial services – one that anticipated much of what is now becoming the industry standard. Our shareholders have supported that vision for years, and it is our responsibility to ensure that investment delivers results. We appreciate the constructive engagement from the broader TZROP holder group and recognize the value they have brought to the platform. As a holder of TZROP, common stock, and Series B preferred stock, we support the enhancements to the original proposal, particularly the addition of meaningful common equity for all TZROP holders, which we believe creates a more balanced and aligned structure. This next phase must be defined by stronger governance, clear accountability, and a materially lower cost structure. We expect to see streamlined operations, reduced spend, and disciplined capital allocation as the Company positions itself for growth. I remain committed to tZERO’s mission and confident in its role in the future of capital markets,” said Marcus Lemonis, Executive Chairman and Chief Executive Officer of Bed Bath & Beyond, Inc.

Upon closing of the conversion, tZERO’s CEO, Alan Konevsky, will assume the role of Chairman of the Board as Matt Mosman transitions to a director role where he will continue to contribute his long-standing institutional knowledge of tZERO’s ecosystem. All changes will become effective upon closing of the conversion.

“It has been a privilege to serve as Chairman during such a transformative period for the company. As we move forward with this proposal, I am fully confident that it aligns the interests of our shareholders and strengthens our foundation for growth. I am delighted to pass the gavel to Alan, whose vision and industry footprint are what the board needs for this next chapter. I look forward to continuing my service as a Director and enabling the tZERO team to realize its potential and shareholder value,” said Matt Mosman, Chairman of the tZERO Board of Directors.

“I would like to express my sincere gratitude to Matt for his dedication and unwavering support for this proposal. We are also deeply appreciative of the ongoing support from Beyond, which remains a vital partner in our journey – their high standards are matched by our post-reset commitment to realizing tZERO’s mission.It is a privilege to work with the board – which will now also include a direct representative of Beyond – as Chairman at such a transformative time for our company,” said Alan Konevsky, Chief Executive Officer of tZERO. “This revised proposal reflects feedback from our investor community, who expressed a strong desire for additional participation across our capital stack and the ability to share in the company’s future upside. By simplifying our equity structure and responding to these investor needs, we strive to reposition tZERO to create value organically and/or through strategic transactions.”

Under the original terms, TZROP holders would receive approximately 31% of the outstanding Series B preferred stock. Following the adoption of this enhanced proposal and conversion, existing TZROP holders will also hold approximately 31% of the company’s outstanding common stock and restricted stock units issued with respect to such common shares. The enhanced proposal, in the aggregate, will reduce the interests of the current holders of our common stock (including employee RSUs) by approximately 30% in that class, and the interests of the current holders of our Series B preferred stock by 27% in that class. Upon conversion, the Series B preferred stock and common stock shares issued to TZROP holders would together represent approximately 31% of the company on a fully diluted basis based current capitalization of tZERO – although their share of the company at any exit or liquidity event will depend on a range of factors in the future, including the impact from financings and strategic transactions, the completion of the convertible note described previously, the terms of other issuances of the company’s equity for fundraising and commercial purposes and the terms of such exit or liquidity transaction, if one occurs.

In connection with the conversion, as disclosed in the original announcement, tZERO engaged Dahn Consulting Group, an independent advisor, to conduct an analysis and prepare a written report to express its opinion for the board and its independent special committee on the relative value of TZROP, Series B preferred stock and common stock.The implied fair value conversion ratios indicate that each share of Series A Preferred stock is equivalent to approximately 1.13 shares of Series B preferred stock or 2.76 shares of common stock. A summary of the Dahn report is posted on the TZROP Amendment webpage, accessible here.

This enhancement is intended to further align early supporters of tZERO with the company’s long-term growth trajectory by providing direct participation in the equity of the company across each of the current share classes that will exist following conversion, alongside the governance and liquidation preference protections associated with the Series B preferred stock. Given the intended purpose of this additional exposure to tZERO common stock, the company does not intend to provide near-term liquidity opportunities for the tokenized common shares, unlike for the Series B shares, which are expected to have access to liquidity opportunities as previously described.

An updated pro forma capitalization table and set of FAQs are available for investors to review on the TZROP Amendment webpage, accessible here. The terms of tZERO common stock are described in the Consent Solicitation Statement dated April 7, 2026.Except as described in this announcement, which supplements the Consent Solicitation Statement dated April 7, 2026, the previously disclosed terms of the conversion remain unchanged. The proposed restructuring remains subject to approval by the required classes of security holders and the satisfaction of other conditions described in the consent solicitation materials. The enhanced proposal has been approved by the majority holders of the Series B preferred stock. The terms of the original proposal and the amended proposal have been approved by an independent special committee of the Board of Directors of tZERO.

As disclosed earlier, in connection with the proposed conversion, tZERO entered into a letter of intent with Bed Bath & Beyond 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 (which may be secured), to be funded over time in tranches that may be tied to specified operational and financial metrics. The terms of this financing and related risks are summarized in the Consent Solicitation Statement dated April 7, 2026, and the letter of intent is available on the TZROP Amendment webpage, accessible here. As a reminder, 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. The letter of intent was approved by an independent special committee of the Board of Directors of tZERO, and the final terms of this financing arrangement are subject to the approval of such committee as well.

TZROP Investor Information

Additional details regarding the proposal and approval process have been provided to eligible holders through formal shareholder communications and details relating to the conversion are 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 votemyproxy@taloncommunications.com, entering the unique log-in provided in the email, and confirming their identity by entering a personal identification number. If you have already voted, no further action is required.

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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, LLC

tZERO 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.