[8-K] THUMZUP MEDIA Corp Reports Material Event

Rhea-AI Filing Summary

Thumzup Media Corporation extended the window for its broker-dealer to repurchase shares under its previously announced share repurchase program. The program authorizes repurchases of up to $10 million of common stock through December 31, 2026. On September 30, 2025, the Board authorized extending the broker-dealer’s repurchase window from September 30, 2025 to October 31, 2025.

The company issued a press release about the extension on October 1, 2025, filed as Exhibit 99.1. Thumzup’s common stock trades on Nasdaq under the symbol TZUP.

Insights

Equity Capital Markets Analyst

Buyback window extended; program size remains $10M.

Thumzup reaffirmed its share repurchase authorization of up to $10,000,000 through December 31, 2026 and extended the executing broker-dealer’s window to October 31, 2025. This permits continued open-market or broker-facilitated purchases during the new period.

While repurchases can support per‑share metrics when executed, the excerpt does not state actual purchase amounts or timing. The announced extension simply preserves the capacity to buy back stock during the updated window.

Investors can reference Exhibit 99.1 (press release dated October 1, 2025) for any operational details. Actual impact depends on the extent and pricing of repurchases relative to market conditions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): September 30, 2025

THUMZUP MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		001-42388		85-3651036
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10557 Jefferson Blvd., Los Angeles, CA 90232

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 403-6150

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value		TZUP		The Nasdaq Stock Market LLC

Item 8.01 Other Events.

As previously announced, on September 23, 2025, the board of directors (the “Board”) of Thumzup Media Corporation (the “Company”) approved a share repurchase program pursuant to which the Company may repurchase up to $10 million of its shares of common stock through December 31, 2026. On September 30, 2025, the Board authorized the extension of the window under which the broker-dealer executing the stock buyback may repurchase shares under the share repurchase program from September 30, 2025 until October 31, 2025, and on October 1, 2025, the Company issued a press release with respect to the extension. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits

99.1		Press release dated October 1, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 6, 2025	THUMZUP MEDIA CORPORATION
	By:	/s/ Robert Steele
	Name:	Robert Steele
	Title:	Chief Executive Officer

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FAQ

What did TZUP announce in its 8-K?

The Board extended the broker-dealer’s window to repurchase shares under its program from September 30, 2025 to October 31, 2025.

How large is Thumzup’s share repurchase program (TZUP)?

It authorizes repurchases of up to $10 million of common stock.

How long does the share repurchase program run for TZUP?

The authorization runs through December 31, 2026.

Did Thumzup issue a press release on the extension?

Yes. A press release dated October 1, 2025 is filed as Exhibit 99.1.

What is Thumzup’s trading symbol and exchange?

Common stock trades on Nasdaq under the symbol TZUP.

When did the Board approve the original buyback program?

As previously announced, the Board approved it on September 23, 2025.