TZUP Form 4: 150,000 restricted shares tied to Dogehash deal

Rhea-AI Filing Summary

Thumzup Media (TZUP) director reported acquiring 150,000 shares of restricted common stock at $0 on 10/14/2025. The grant was issued under the Issuer's 2025 Equity Incentive Plan and will vest immediately in full upon the closing of the Issuer's acquisition of Dogehash Technologies, Inc., pursuant to the Agreement and Plan of Merger dated August 18, 2025. Following the reported transaction, the director beneficially owned 150,000 shares, held directly.

Insights

Equity compensation analyst

Director received 150,000 restricted shares; vesting tied to M&A closing.

The transaction records an equity grant of 150,000 restricted common shares at $0 to a director on 10/14/2025. Following the grant, the director reports beneficial ownership of 150,000 shares, held directly.

The award was granted under the 2025 Equity Incentive Plan and is structured to vest in full upon the closing of the Dogehash acquisition under the merger agreement dated August 18, 2025. This is a non-cash grant; actual vesting depends on the transaction’s closing mechanics as stated.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Ensey Christopher

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	150,000	$0.00	--

Holdings After Transaction: Common Stock — 150,000 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Ensey Christopher

(Last) (First) (Middle)

C/O THUMZUP MEDIA CORPORATION

10557 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2025

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
Common Stock	10/14/2025		A		150,000(1)	A	$0	150,000	D

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

Explanation of Responses:

1. The restricted common stock was issued pursuant to the Issuer's 2025 Equity Incentive Plan and will vest immediately in full upon the closing of the Issuer's acquisition of Dogehash Technologies, Inc. ("Dogehash") pursuant to that certain Agreement and Plan of Merger dated as of August 18, 2025, by and among the Issuer, Dogehash, and TZUP Merger Sub., Inc., a Nevada corporation and direct, wholly-owned subsidiary of the Issuer.

	/s/ Christopher Ensey	10/14/2025
	** 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 Thumzup Media (TZUP) disclose on this Form 4?

A director reported acquiring 150,000 restricted common shares on 10/14/2025.

How many TZUP shares were granted and at what price?

The director received 150,000 restricted shares at $0.

When do the restricted shares vest for TZUP?

They will vest immediately in full upon the closing of the Dogehash acquisition.

Under what plan were the TZUP shares issued?

The grant was issued under the 2025 Equity Incentive Plan.

What merger agreement is tied to vesting?

The Agreement and Plan of Merger dated August 18, 2025 among the Issuer, Dogehash, and TZUP Merger Sub., Inc.

What was the director’s ownership after the transaction?

150,000 shares beneficially owned, held directly.