UNITED STATES
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FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure
On September 24, 2025, Thumzup Media Corporation (the “Company”) issued a press release with respect to, among other things, its share repurchase program. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
Item 8.01. Other Events.
Share Repurchase Program
On September 23, 2025, the Company’s Board of Directors authorized a share repurchase program, pursuant to which the Company may repurchase up to $10 million of its shares of common stock through December 31, 2026.
This share repurchase program replaces and supersedes the share repurchase program approved by the Company’s Board of Directors on February 26, 2025, which had authorized the Company to repurchase up to $1 million of its shares of common stock. On September 19, 2025, the Company fully filled its existing $1 million share repurchase authorization. From March 18 to September 19, 2025, the Company repurchased an aggregate of 212,432 shares of common stock for approximately $1 million at a weighted average of $4.71 per share.
Under the new share repurchase program, shares of the Company’s common stock may be repurchased by the Company from time to time in open market transactions as permitted under applicable rules and regulations. The extent to which the Company repurchases its shares and the timing of such repurchases will depend on market conditions, cash reserves, cash flows and the balancing of uses of cash for operations, growth and other considerations as may be considered in the Company’s sole discretion. The share repurchase program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended or discontinued at any time without notice.
Item 9.01 Financial Statements and Exhibits.
Exhibits
| 99.1 | Press Release dated September 24, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: September 25, 2025 | THUMZUP MEDIA CORPORATION | |
| By: | /s/ Robert Steele | |
| Name: | Robert Steele | |
| Title: | Chief Executive Officer | |
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