[Form 4] THUMZUP MEDIA Corp Insider Trading Activity

Rhea-AI Filing Summary

Insider reporting of securities change at THUMZUP MEDIA Corp (TZUP). Robert L. Haag, a company director and managing member of Westside Strategic Partners, LLC, reported the acquisition on 09/15/2025 of 651 shares of Series A Preferred Convertible Voting Stock. Each Series A share converts into 15 common shares at a reference rate of $3.00, so the reported 651 preferred shares correspond to 9,765 underlying common shares. Following the transaction, Mr. Haag reports beneficial ownership of 34,142 common shares indirectly through Westside Strategic Partners, LLC. The Series A Preferred is exercisable upon issuance, has no expiration, and carries quarterly dividends of $0.875 per share (annualized $3.50), payable in cash or additional preferred shares at the company’s election.

Positive

• Clear disclosure of conversion mechanics: 1 Series A Preferred converts into 15 common shares at a $3.00 reference rate
• Increased potential common stake: 651 Series A Preferred reported equals 9,765 underlying common shares
• Beneficial ownership transparency: Reporting shows 34,142 common shares beneficially owned indirectly via Westside Strategic Partners, LLC
• Dividend terms disclosed: Quarterly dividend of $0.875 per preferred share (annualized $3.50) with cash or stock payment option

Negative

• None.

Insights

Financial Analyst

TL;DR: Director acquired convertible preferred that increases potential common stake by 9,765 shares; dividend terms noted.

The filing documents a non-derivative acquisition of 651 Series A Preferred Convertible Voting Stock by Robert L. Haag, which converts at 15:1 into common shares at a $3.00 reference rate, yielding 9,765 underlying common shares. The report shows an indirect beneficial interest of 34,142 common shares held via Westside Strategic Partners, LLC. The Series A carries a quarterly dividend of $0.875 per preferred share and is exercisable upon issuance with no expiration. This is a straightforward insider ownership change; the numbers clarify dilution mechanics and cash/share dividend election but do not include transaction price paid for the preferred in this filing.

Corporate Governance Expert

TL;DR: Director’s filing discloses control and voting influence through an affiliated LLC and conversion mechanics.

The Form 4 discloses that Mr. Haag is a director and the managing member/sole owner of Westside Strategic Partners, giving him voting control and investment discretion over securities held by the LLC. The filing properly attributes indirect beneficial ownership to Westside and explains the Series A conversion rate, dividend schedule, and exercisability. The disclosure is procedural and aligns with Section 16 reporting requirements; it documents ownership concentration but does not indicate any change in board composition or other 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^*

HAAG ROBERT L

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

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)			651	(3)	(3)	Common Stock	9,765	$3(1)	34,142	I	Westside Strategic Partners, LLC(4)

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.

4. Mr. Haag is the Managing Member and sole owner of Westside. Robert Haag has voting control and investment discretion over securities held by Westside. As such, Robert Haag may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Westside.

	/s/ Robert Haag	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 Robert L. Haag report owning in the TZUP Form 4?

He reported acquiring 651 shares of Series A Preferred Convertible Voting Stock, which convert into 9,765 common shares, and beneficial ownership of 34,142 common shares indirectly via Westside Strategic Partners, LLC.

How many common shares does each Series A Preferred share convert into for TZUP?

Each Series A Preferred share converts into 15 shares of common stock at a reference rate of $3.00 per common share (subject to adjustments in the certificate of designation).

What are the dividend terms for the Series A Preferred reported in the Form 4?

Quarterly dividends of $0.875 per preferred share, totaling $3.50 per share annually, payable in cash or in shares of Series A Preferred at the company’s election.

Does the Series A Preferred have an expiration or exercisability limits?

The Series A Preferred is exercisable upon issuance and has no expiration date as stated in the filing.

Why is Westside Strategic Partners, LLC listed in the filing?

Mr. Haag is the Managing Member and sole owner of Westside, and he has voting control and investment discretion over securities held by the LLC, so the filing attributes indirect beneficial ownership to Westside.