Thumzup Media (NASDAQ: TZUP) extends stock repurchase window to Q3 end

Rhea-AI Filing Summary

Thumzup Media Corporation reported that its Board of Directors unanimously approved an extension of the current open trading window that allows the company to repurchase its common stock on the open market. This window is now extended through September 30, 2025, giving the company more time to buy back shares if it chooses to do so.

The Board also unanimously approved that any future open trading windows for potential share repurchases may similarly be extended through the last day of each fiscal quarter, if the company elects to extend those windows. This action provides ongoing flexibility for Thumzup to manage its capital structure through stock repurchases, subject to its own decisions each quarter.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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 15, 2025

THUMZUP MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

(State or Other Jurisdiction of Incorporation)

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))

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, par value $0.001 per share		TZUP		The Nasdaq Stock Market, LLC

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. ☐

Item 8.01. Other Events

On September 15, 2025, the Board of Directors (the “Board”) of Thumzup Media Corporation (the “Company”) unanimously approved the extension of the open trading window pursuant to which the Company may repurchase shares of its common stock, par value $0.001 per share, on the open market to September 30, 2025. Additionally, the Board has unanimously approved the extension of any future open trading windows through the last day of the end of each fiscal quarter if the Company elects to extend such window.

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: September 19, 2025	THUMZUP MEDIA CORPORATION
	By:	/s/ Robert Steele
	Name:	Robert Steele
	Title:	Chief Executive Officer (Principal Executive Officer)

FAQ

What did Thumzup Media Corporation (TZUP) announce in this 8-K filing?

Thumzup Media Corporation announced that its Board of Directors unanimously approved extending the current open trading window during which the company may repurchase its common stock on the open market through September 30, 2025. The Board also approved a framework allowing future open trading windows to be extended through the last day of each fiscal quarter, if the company elects to do so.

How long is Thumzup’s current stock repurchase trading window extended to?

The current open trading window for potential stock repurchases by Thumzup Media Corporation is extended to September 30, 2025, allowing the company to continue buying back common shares on the open market during this period if it chooses.

What did the Thumzup (TZUP) Board decide about future repurchase trading windows?

The Board unanimously approved that any future open trading windows for potential share repurchases may be extended through the last day of the end of each fiscal quarter, provided the company elects to extend such windows. This decision sets a recurring structure for how long future windows may last.

Does this 8-K mean Thumzup Media Corporation will definitely repurchase shares?

No. The filing states that the Board extended the window pursuant to which the company may repurchase shares, which authorizes the time period for possible buybacks. It does not state that any specific amount of stock will be repurchased.

Which class of Thumzup securities is covered by the repurchase trading window?

The open trading window covers repurchases of Thumzup Media Corporation’s common stock, which has a par value of $0.001 per share and is listed on The Nasdaq Stock Market under the symbol TZUP.

Who authorized the extension of Thumzup’s repurchase trading window?

The extension of the current trading window and the framework for future extensions were both unanimously approved by the Board of Directors of Thumzup Media Corporation on September 15, 2025.