TZUP insider Form 4 shows 50,000-share restricted stock rescission

Rhea-AI Filing Summary

Thumzup Media Corp (TZUP) reported an insider equity change by one of its directors on a Form 4. On November 14, 2025, the reporting person rescinded a prior grant of 50,000 shares of restricted common stock that had been issued on August 4, 2025 under the company’s 2025 Equity Incentive Plan. After this rescission, the director beneficially owns 20,592 shares of Thumzup Media common stock directly.

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

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Massey Joanna D.

(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)
11/14/2025

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	11/14/2025		J(1)		50,000	D	(1)	20,592	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. On November 14, 2025, the Reporting Person rescinded the grant to the Reporting Person of 50,000 shares of restricted stock issued to the Reporting Person on August 4, 2025 pursuant to the Issuer's 2025 Equity Incentive Plan.

	/s/ Joanna Massey	11/17/2025
	** 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.
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FAQ

What insider transaction was reported for Thumzup Media Corp (TZUP)?

The filing reports that on November 14, 2025, a director rescinded a grant of 50,000 restricted shares of Thumzup Media common stock that had been issued under the 2025 Equity Incentive Plan.

How many Thumzup Media (TZUP) shares does the reporting person now own?

Following the rescission of the 50,000 restricted shares, the director beneficially owns 20,592 shares of Thumzup Media common stock in direct ownership.

What type of security was involved in the Thumzup Media (TZUP) Form 4 filing?

The Form 4 involves restricted shares of common stock of Thumzup Media Corp, originally granted under the company’s 2025 Equity Incentive Plan and later rescinded.

What was the nature of the transaction reported for Thumzup Media (TZUP)?

The transaction was a rescission of a previously granted award of 50,000 restricted shares, effectively cancelling that grant to the director.

What is the reporting person’s relationship to Thumzup Media Corp (TZUP)?

The reporting person identified in the Form 4 is a director of Thumzup Media Corp.

Was this Thumzup Media (TZUP) insider transaction under a Rule 10b5-1 plan?

The form includes a checkbox for indicating transactions made under a Rule 10b5-1(c) trading plan, but the provided excerpt does not show that box as checked.