tZERO Group, Inc., a blockchain-powered multi-asset infrastructure company, today announced an enhancement to its previously announced proposal to convert its TZROP security tokens into tokenized Series B preferred stock. The revised proposal adds participation in tZERO common equity, responding to investor feedback.
Under the enhanced terms, each TZROP share would convert into three shares of Series B preferred stock and eight shares of tZERO common stock, in addition to the previously announced Series B shares. The common shares are expected to be fully tokenized and custodied on-chain within tZERO’s regulated wallet infrastructure. The objective is to provide enhanced exposure to another layer of tZERO’s capital structure and potential upside in a liquidity event.
Bed Bath & Beyond, Inc., tZERO’s largest shareholder, expressed support for the proposal, including significant dilution to its common stock position, subject to corporate governance enhancements. These include a designated Board seat for Bed Bath & Beyond and engaging Alvarez & Marsal for a comprehensive operational review.
Marcus Lemonis, Executive Chairman and CEO of Bed Bath & Beyond, stated, “tZERO was born out of Beyond’s vision for tokenization... We support the enhancements, particularly the addition of meaningful common equity for all TZROP holders, which we believe creates a more balanced and aligned structure.”
Upon closing of the conversion, tZERO CEO Alan Konevsky will assume the role of Chairman, succeeding Matt Mosman, who will transition to a director role. Konevsky noted, “This revised proposal reflects feedback from our investor community, who expressed a strong desire for additional participation across our capital stack.”
Under the original terms, TZROP holders would receive approximately 31% of Series B preferred stock. With the enhancement, existing TZROP holders will also hold approximately 31% of the company’s outstanding common stock and restricted stock units. The enhanced proposal reduces current common stockholders’ interests by about 30% and Series B holders’ by 27%.
tZERO engaged Dahn Consulting Group to prepare an independent fairness opinion. The implied fair value conversion ratios indicate each share of Series A Preferred is equivalent to approximately 1.13 shares of Series B preferred or 2.76 shares of common stock. A summary is posted on the TZROP Amendment webpage accessible here.
An updated pro forma capitalization table and FAQs are available on the TZROP Amendment webpage, accessible here. The proposed restructuring remains subject to approval by required security holders and other conditions.
In connection with the conversion, tZERO entered into a letter of intent with Bed Bath & Beyond for up to $10 million in convertible note financing, subject to operational and financial metrics. Eligible existing investors may participate on similar terms, with details in the Consent Solicitation Statement dated April 7, 2026, available on the TZROP Amendment webpage.
Additional information is available on tZERO’s website at tzero.com/tzrop-amendment. Holders of TZROP can access the secure portal at https://tzrop.consent.vote.
