[Form 4] THUMZUP MEDIA Corp Insider Trading Activity

Rhea-AI Filing Summary

Isaac Dietrich, Chief Financial Officer and Director of THUMZUP MEDIA Corp (TZUP), reported a transaction on 09/15/2025. The Form 4 shows Mr. Dietrich acquired 16 shares of Series A Preferred Convertible Voting Stock on that date. Each Series A share converts into 15 shares of common stock at a Reference Rate of $3.00, so the reported 16 preferred shares represent 240 underlying common shares. The Series A Preferred is exercisable upon issuance with no expiration and carries a dividend of $0.875 per share per quarter (annualized $3.50), payable in cash or additional preferred shares at the company’s election. Following the reported transactions, the filing indicates Mr. Dietrich beneficially owned 839 shares of common stock.

Insights

Securities Analyst

TL;DR: Insider acquisition of convertible preferred stock increasing potential common exposure; transaction is routine but noteworthy for ownership change.

The filing documents an issuer-directed purchase by an officer/director of 16 shares of Series A Preferred Convertible Voting Stock, convertible into 240 common shares at a $3.00 reference rate. The preferred carries a substantial quarterly dividend ($0.875 per share), which can be paid in cash or additional preferred shares, potentially dilutive if paid-in-kind. The preferred is exercisable upon issuance with no expiration, creating a permanent potential source of common shares contingent on conversion mechanics. The report lists 839 common shares beneficially owned after the transaction, reflecting the insider's stake disclosed on Form 4. Impact appears limited and informational for investors tracking insider activity.

Corporate Governance Expert

TL;DR: Officer-director purchase aligns insider and shareholder economic interests but introduces conversion- and dividend-related dilution dynamics.

The report shows the CFO and a director acquiring Series A Preferred Convertible Voting Stock with conversion features and a fixed dividend of $3.50 annually per preferred share on an equivalent basis. The ability for the company to pay dividends in additional preferred shares could increase outstanding preferred and, through conversion, common shares over time. The preferred’s lack of an expiration date means conversion rights persist indefinitely, so governance and capitalization tables may shift as conversions or dividend-in-kind elections occur. This Form 4 is a material disclosure of insider ownership change but does not indicate any unusual or adverse governance actions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dietrich Isaac

(Last) (First) (Middle)

C/O THUMZUP MEDIA CORPORATION

10557-B JEFFERSON BLVD

(Street)

LOS ANGELES CA 90232

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
THUMZUP MEDIA Corp [ TZUP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Convertible Voting Stock	$3(1)	09/15/2025	09/15/2025	A(2)			16	(3)	(3)	Common Stock	240	$3(1)	839	D

Explanation of Responses:

1. As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation.

2. As stated in the Series A Preferred Certificate of Designation, the holder shall receive dividends, which will be paid to Holders on a quarterly basis on each of March 15, June 15, September 15 and December 15 (each, a "Payment Date"), in cash or in shares of Series A Preferred Stock at Company's election, in an amount equal to $0.875 per share, per quarter totaling $3.50 per share on an annualized basis. If the dividend is paid in shares of Series A Preferred Stock, each share shall be valued at the purchase price of $45.00/share, subject to certain adjustments. Each share of Series A Preferred Convertible Voting Stock initially converts into 15 shares of common stock (the "Conversion Rate") at a reference rate (the "Reference Rate") of $3.00/share of common stock.

3. Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.

	/s/ Isaac Dietrich	09/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did TZUP insider Isaac Dietrich acquire on 09/15/2025?

Mr. Dietrich acquired 16 shares of Series A Preferred Convertible Voting Stock on 09/15/2025 as reported on the Form 4.

How many common shares do the 16 Series A preferred shares represent for TZUP?

Each Series A preferred converts into 15 common shares at a $3.00 reference rate, so 16 preferred shares represent 240 underlying common shares.

What dividend does the Series A Preferred pay?

The Series A Preferred pays $0.875 per share quarterly, totaling $3.50 per share annually, payable in cash or in additional preferred shares at the company's election.

Does the Series A Preferred expire or have an exercise window?

No; the filing states the Series A Preferred is exercisable upon issuance and has no expiration date.

How many common shares did Isaac Dietrich beneficially own after the reported transaction?

The Form 4 indicates Mr. Dietrich beneficially owned 839 shares of common stock following the reported transactions.