[Form 4] Thumzup Media Corporation Insider Trading Activity

Rhea-AI Filing Summary

Thumzup Media Corp. (TZUP) Form 4: Director and 10% owner Danny Lupinelli reported two derivative sales on 1-Aug-2025 under a Rule 10b5-1 plan. The transactions relate to an Option Purchase Agreement originally dated 9-Jan-2024 and later assigned to Hampton Growth Resources, LLC.

• 300,000 common-stock purchase options sold at $0.30 each (aggregate $90,000).
• 175,000 options sold at $0.30 (aggregate $52,500).

Total value disposed: $142,500. After the sales, Lupinelli still holds 350,223 and 175,223 derivative securities, respectively, all held directly.

The options were part of Hampton’s right to purchase up to 1.4 million TZUP shares; Hampton delivered its exercise notice on 31-Jul-2025 and the assignment was consummated 1-Aug-2025. No non-derivative share transactions were reported.

Key takeaways: sizable insider derivative sale by a control shareholder may increase perceived near-term supply while clarifying the status of a large option block originally granted in 2024.

Positive

• None.

Negative

• 10% owner/director monetized 475,000 options, a potential bearish signal for near-term share outlook.

Insights

Securities Analyst

TL;DR: 10% owner sells $142k in options; insider supply risk modest but signals limited near-term conviction.

The sale represents ~475k underlying shares but is modest versus the original 1.4 m-share option pool. Because the options were transferred under a pre-arranged agreement and executed at a low $0.30 strike, dilution was largely expected. However, insider monetization by a director can be interpreted as reduced upside expectation, potentially exerting minor pressure on sentiment. Lupinelli still retains over 525k derivative securities, maintaining material exposure.

Corporate Governance Specialist

TL;DR: Transaction follows Rule 10b5-1 and formal assignment, limiting governance concerns.

The filing shows adherence to the amended Rule 10b5-1 disclosure requirements, including the checkbox and plan reference. Transparent execution and continued ownership mitigate governance red flags. Impact is therefore procedural rather than strategic, with limited corporate control implications.

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

X

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

X

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^*

Lupinelli Danny

(Last) (First) (Middle)

136 S VIRGIL AVE. UNIT 112

(Street)

LOS ANGELES CA 90004

(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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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
Option (Right to Buy)(1)	$0.3	08/01/2025		S			300,000	08/01/2025	01/10/2029	Common Stock	300,000	$90,000	350,223	D
Option (Right to Buy)(2)	$0.3	08/01/2025		S			175,000	08/01/2025	01/10/2029	Common Stock	175,000	$52,500	175,223	D

Explanation of Responses:

1. The reporting person entered into an Option Purchase Agreement dated January 9, 2024, where Hampton Growth Resources, LLC ("Hampton") acquired the option and right to purchase 1,400,000 shares of the Issuer's common stock. On July 28, 2025, the reporting person, the Issuer and Hampton entered into an Option Assignment Agreement and the sale of the option was consummated on August 1, 2025.

2. On July 31, 2025, Hampton provided an exercise notice to the reporting person which was consummated on August 1, 2025.

	/s/ Danny Lupinelli	08/04/2025
	** 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) options did Danny Lupinelli sell?

He sold 475,000 common-stock purchase options (300,000 + 175,000) on 1-Aug-2025.

What was the sale price of the TZUP options?

Each option was sold at $0.30, totaling $142,500.

Does Lupinelli still own TZUP securities after the transaction?

Yes. He retains 350,223 and 175,223 derivative securities, held directly.

Was the transaction executed under a Rule 10b5-1 plan?

Yes. The Form 4 box confirming Rule 10b5-1 compliance is checked.

What agreement governed the option sale?

An Option Assignment Agreement dated 28-Jul-2025 transferred the January 2024 option rights to Hampton Growth Resources.