Thumzup (TZUP) Insider Offloads $1.25M in Stock, Files Form 4/A

Rhea-AI Filing Summary

Thumzup Media Corp. (TZUP) – Form 4/A insider transaction

CEO, Director and 10% owner Robert A. Steele reported the sale of 2,500,000 common shares on 07 Jul 2025 at a stated price of $0.50 per share, implying proceeds of roughly $1.25 million. After the transaction, Steele’s direct holding stands at 604,780 shares. The filing is an amendment that corrects a prior Form 4 (filed 08 Jul 2025) which had understated beneficial ownership by 2,780 shares.

The filing discloses no derivative activity and confirms Steele continues to be a director, chief executive officer and >10% shareholder. No other material corporate events or financial data are included.

Positive

• Accurate amendment: Corrects prior under-reporting of 2,780 shares, improving disclosure integrity.

Negative

• Large insider sale: CEO disposed of 2.5 million shares (~$1.25 M), potentially signaling reduced confidence and increasing market supply.

Insights

Financial Analyst

TL;DR: CEO sold 2.5 M shares (~$1.25 M); retains 604.8 K shares—signals potential negative sentiment.

The amended Form 4 reveals a sizeable disposition by Robert Steele, Thumzup’s chief executive and controlling insider. A sale of 2.5 million shares at $0.50 reduces his direct stake to roughly 604.8 thousand shares. While the amendment mainly fixes an earlier share-count error, the magnitude of the sale (likely a meaningful portion of the free float) could pressure the share price and be interpreted as diminished insider confidence. There is no accompanying purchase, hedging or derivative exercise to offset this signal. Given the absence of broader corporate context, the disclosure is negative from a sentiment and supply-overhang standpoint, though it does enhance reporting accuracy.

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).

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^*

STEELE ROBERT A

(Last) (First) (Middle)

C/O THUMZUP MEDIA CORPORATION

10557-B JEFFERSON BLVD.

(Street)

CULVER CITY 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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

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(1)	07/07/2025		S		2,500,000	D	$0.5	604,780	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 reporting person filed a Form 4 earlier on July 8, 2025 which inadvertently under reported his beneficial ownership by 2,780 shares. This amendment corrects the error.

	/s/ Robert Steele	07/08/2025
	** 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

How many Thumzup Media (TZUP) shares did CEO Robert Steele sell?

He sold 2,500,000 common shares on 07 Jul 2025.

At what price were the TZUP shares sold?

The stated sale price was $0.50 per share.

How many TZUP shares does the CEO still own after the sale?

Robert Steele now holds 604,780 shares directly.

Why was this Form 4 amended?

The prior filing on 08 Jul 2025 under-reported ownership by 2,780 shares; this amendment corrects that error.

Were any derivative securities involved in the transaction?

No. Table II shows no derivative activity reported.