Thumzup Media (NASDAQ: TZUP) furnishes shareholder letter via Form 8-K filing

Rhea-AI Filing Summary

Thumzup Media Corporation reported that on September 4, 2025 it issued a press release containing a Letter to Shareholders. The company is using a Form 8-K to formally make investors aware of this communication and has attached the press release as Exhibit 99.1.

The shareholder letter is provided as additional information, and the company specifies that this material is being furnished rather than filed, meaning it is not subject to certain liability provisions under the securities laws and is not automatically incorporated into other SEC filings.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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 4, 2025

Thumzup Media Corporation

(Exact name of registrant as specified in its charter)

Nevada		001-42388		85-3651036
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		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

N/A

(Former name or former address, if changed since last report.)

☐	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: None

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 4, 2025, Thumzup Media Corporation. (the “Company”) issued a press release containing a Letter to Shareholders. A copy of the press release is being furnished as Exhibit 99.1.

The information in this Item 8.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
99.1		Shareholder Letter issued by Thumzup Media Corporation on September 4, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Page 2

SIGNATURES

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 hereunto duly authorized.

	Thumzup Media Corporation
Date: September 4, 2025	By:	/s/ Robert Steele
	Name:	Robert Steele
	Title:	Chief Executive Officer

Page 3

FAQ

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

Thumzup Media Corporation disclosed that it issued a press release containing a Letter to Shareholders on September 4, 2025, which is attached as Exhibit 99.1.

What is included as Exhibit 99.1 in Thumzup (TZUP)'s 8-K?

Exhibit 99.1 is the Shareholder Letter issued by Thumzup Media Corporation on September 4, 2025.

Is Thumzup Media Corporation’s shareholder letter considered filed with the SEC?

The company states that the information in Item 8.01, including Exhibit 99.1, is being furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

Does this Thumzup (TZUP) 8-K include new financial statements?

No, this 8-K is filed under Item 8.01 for Other Events and references only the shareholder letter and related press release.

Who signed this Thumzup Media Corporation 8-K filing?

The 8-K was signed on behalf of Thumzup Media Corporation by Robert Steele, Chief Executive Officer.

Why is Thumzup Media Corporation using an 8-K for a shareholder letter?

The company is using the 8-K to formally furnish its shareholder letter and make the related press release publicly available as an exhibit.