TZUP insider updates holdings after 50,000-share award rescission

Rhea-AI Filing Summary

Thumzup Media Corp (TZUP) filed a Form 4 disclosing that its Chief Financial Officer and director, Isaac Dietrich, rescinded a prior equity award. On November 14, 2025, the reporting person rescinded the grant of 50,000 shares of restricted stock that had been issued on August 4, 2025 under the company’s 2025 Equity Incentive Plan. After this adjustment, the insider beneficially owns 26,740 shares of common stock, held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dietrich Isaac

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Other	Common Stock	50,000	$0.00	--

Holdings After Transaction: Common Stock — 26,740 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Dietrich Isaac

(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
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

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)	26,740	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/ Isaac Dietrich	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.
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 insider transaction did Thumzup Media Corp (TZUP) report on this Form 4?

The filing reports that Isaac Dietrich, a director and Chief Financial Officer of Thumzup Media Corp (TZUP), rescinded a grant of 50,000 shares of restricted stock previously issued to him under the company’s 2025 Equity Incentive Plan.

How many Thumzup Media (TZUP) shares were affected by the November 14, 2025 transaction?

On November 14, 2025, the reporting person rescinded a grant of 50,000 restricted shares of common stock that had been issued to him on August 4, 2025.

How many Thumzup Media (TZUP) shares does the reporting person own after this Form 4 transaction?

Following the reported transaction, the Form 4 states that the reporting person beneficially owns 26,740 shares of Thumzup Media common stock, held directly.

Was the Thumzup Media (TZUP) insider transaction an open-market sale?

No. The Form 4 describes the transaction as a rescission of a grant of 50,000 restricted shares originally issued on August 4, 2025 under the 2025 Equity Incentive Plan, rather than an open-market sale.

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

The reporting person is identified as both a director and an officer, holding the title of Chief Financial Officer of Thumzup Media Corp.

Which equity plan was involved in the 50,000 restricted share rescission at Thumzup Media?

The rescinded grant of 50,000 restricted shares was originally issued under Thumzup Media Corp’s 2025 Equity Incentive Plan.