Thumzup Media (NASDAQ: TZUP) launches new $10M share repurchase program

Rhea-AI Filing Summary

Thumzup Media Corporation announced that its board has approved a new share repurchase program allowing the company to buy back up to $10 million of its common stock through December 31, 2026. This new authorization replaces a prior program approved in February 2025 that permitted repurchases of up to $1 million.

The company reports it fully used the earlier authorization by September 19, 2025, having repurchased 212,432 shares for approximately $1 million at a weighted average price of $4.71 per share between March 18 and September 19, 2025. Future repurchases under the new plan may occur from time to time in open market transactions, with the amount and timing based on market conditions and the company’s cash and operational needs, and the program may be modified or discontinued at any time.

Positive

• Substantial new buyback authorization: Board approves a share repurchase program of up to $10 million through December 31, 2026, a tenfold increase over the prior $1 million authorization that was fully utilized.

Negative

• None.

Insights

Equity capital allocation analyst

Thumzup expands its share repurchase capacity from $1M to $10M, signaling a stronger commitment to buybacks.

Thumzup Media has moved from a relatively small prior repurchase authorization of $1 million to a significantly larger new program of up to $10 million running through December 31, 2026. The company also confirms it fully utilized the earlier authorization, buying 212,432 shares for about $1 million at a weighted average price of $4.71 per share between March 18 and September 19, 2025.

The disclosure emphasizes flexibility: repurchases may occur in open market transactions and will depend on market conditions, cash reserves, cash flows, and other internal priorities. The company is not obligated to repurchase a specific number of shares and can modify or suspend the program at any time, so actual impact will hinge on how aggressively the authorization is used.

For investors, the key reference points are the demonstrated use of the initial $1 million program and the substantially larger new capacity. Subsequent filings or press releases covering actual repurchase activity through December 31, 2026 will clarify how much of this expanded authorization the company chooses to execute.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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 23, 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 7.01 Regulation FD Disclosure

On September 24, 2025, Thumzup Media Corporation (the “Company”) issued a press release with respect to, among other things, its share repurchase program. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

Item 8.01. Other Events.

Share Repurchase Program

On September 23, 2025, the Company’s Board of Directors authorized 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.

This share repurchase program replaces and supersedes the share repurchase program approved by the Company’s Board of Directors on February 26, 2025, which had authorized the Company to repurchase up to $1 million of its shares of common stock. On September 19, 2025, the Company fully filled its existing $1 million share repurchase authorization. From March 18 to September 19, 2025, the Company repurchased an aggregate of 212,432 shares of common stock for approximately $1 million at a weighted average of $4.71 per share.

Under the new share repurchase program, shares of the Company’s common stock may be repurchased by the Company from time to time in open market transactions as permitted under applicable rules and regulations. The extent to which the Company repurchases its shares and the timing of such repurchases will depend on market conditions, cash reserves, cash flows and the balancing of uses of cash for operations, growth and other considerations as may be considered in the Company’s sole discretion. The share repurchase program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended or discontinued at any time without notice.

Item 9.01 Financial Statements and Exhibits.

Exhibits

99.1		Press Release dated September 24, 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: September 25, 2025	THUMZUP MEDIA CORPORATION
	By:	/s/ Robert Steele
	Name:	Robert Steele
	Title:	Chief Executive Officer

3

FAQ

What did Thumzup Media (TZUP) announce in its latest 8-K?

Thumzup Media’s board authorized a new share repurchase program allowing the company to buy back up to $10 million of its common stock through December 31, 2026, replacing a prior $1 million program.

How large is Thumzup Media’s new share repurchase program?

The new share repurchase program authorizes Thumzup Media to repurchase up to $10 million of its common stock through December 31, 2026.

What happened to Thumzup Media’s previous share repurchase authorization?

The previous authorization from February 26, 2025, which allowed up to $1 million in repurchases, was fully filled by September 19, 2025 and has been replaced and superseded by the new $10 million program.

How many shares has Thumzup Media repurchased so far and at what price?

From March 18 to September 19, 2025, Thumzup Media repurchased 212,432 shares of common stock for approximately $1 million, at a weighted average price of $4.71 per share under its prior program.

Is Thumzup Media required to repurchase a specific number of shares under the new program?

No, the company is not obligated to repurchase any specific number of shares, and the program may be modified, suspended or discontinued at any time without notice.

How will Thumzup Media execute share repurchases under the new authorization?

Shares may be repurchased from time to time in open market transactions as permitted by applicable rules and regulations, with the extent and timing based on market conditions, cash reserves, cash flows and other company considerations.