[Form 4] THUMZUP MEDIA Corp Insider Trading Activity

Rhea-AI Filing Summary

Joanna Massey, a director of THUMZUP MEDIA Corp (TZUP), reported transactions on 09/15/2025. The Form 4 discloses an acquisition of 32 shares of Series A Preferred Convertible Voting Stock, which the filing states converts into 15 shares of common stock per preferred share at a $3.00 reference rate (initial conversion equivalent of 480 common shares). The Series A Preferred accrues quarterly dividends of $0.875 per share (annualized $3.50), payable in cash or in shares at the company's election, and is exercisable upon issuance with no expiration. The filing is signed by Ms. Massey.

Positive

• Insider disclosure completed: Director Joanna Massey filed the Form 4, providing transparent reporting of the transaction.
• Convertible preferred terms stated: Conversion rate (15:1) and dividend ($0.875 quarterly, $3.50 annualized) are explicitly disclosed.
• Preferred exercisable immediately with no expiration: The filing states the Series A Preferred is exercisable upon issuance and has no expiration date.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director acquired Series A preferred that converts into common shares and carries a meaningful dividend feature.

The filing records a director-level acquisition of 32 shares of Series A Preferred Convertible Voting Stock on 09/15/2025. The stated Conversion Rate is 15 common shares per preferred at a $3.00 reference price, yielding an initial conversion equivalent of 480 common shares. The preferred pays quarterly dividends of $0.875 ($3.50 annualized) and is exercisable on issuance with no expiration, which implies ongoing dilution potential if converted.

Corporate Governance Expert

TL;DR: Insider director transaction is disclosed cleanly; terms of the preferred are explicit regarding conversion and dividends.

The Form 4 is filed by a director and details the economic terms of Series A Preferred: conversion mechanics, dividend schedule, and exercisability. The filing includes an explicit reference to the Amended and Restated Certificate of Designation for further adjustment mechanics. No amendments or additional contextual governance actions are included in this filing.

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).

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)
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)			32	(3)	(3)	Common Stock	480	$3(1)	1,678	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/ Joanna Massey	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).
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FAQ

What did Joanna Massey report on Form 4 for TZUP?

Ms. Massey reported acquiring 32 shares of Series A Preferred Convertible Voting Stock on 09/15/2025 and signed the Form 4.

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

Per the filing, each Series A Preferred converts into 15 shares of common stock at a reference rate of $3.00 per common share.

What dividend does the Series A Preferred for TZUP pay?

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

Is the Series A Preferred exercisable or time-limited?

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

Where can I find more details on conversion adjustments for TZUP's Series A Preferred?

The Form 4 references the Amended and Restated Certificate of Designation dated September 26, 2022 for adjustment mechanics and detailed terms.