true FY 0001853825

 0001853825

 2024-01-01
 2024-12-31

 0001853825

 2024-06-30

 0001853825

 2025-10-30

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 Amendment
No. 2

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2024

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ________ to _________

 Commission
File Number: 001-42388

 Thumzup
Media Corporation

 (Exact
name of registrant as specified in its charter)

 Nevada

 85-3651036

 (State
 or jurisdiction of

 Incorporation
 or organization)

 I.R.S
 Employer

 Identification
 No.

 10557-B
 Jefferson Blvd., Los Angeles, CA

 90232

 (Address
 of principal executive offices)

 (Zip
 code)

 (800) 403-6150

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
of each class

 Common
Stock, $0.001 per share

 Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, $0.001 par value per share

 TZUP

 The
 Nasdaq Stock Market, LLC

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant was $ 11,794,114 as of June 30,
2024.

 As
of October 30, 2025, there were 16,541,342 shares of the registrant's common stock outstanding.

 EXPLANATORY
NOTE

 This
Amendment No. 2 on Form 10-K/A (this "Amendment No. 2") to the Annual Report on Form 10-K of Thumzup Media Corporation (the
"Company," "Thumzup," "we," "us," or "our") for the year ended December 31,
2024, filed with the Securities and Exchange Commission on March 11, 2025 (the "Original 10-K"), is being filed solely for
the purposes of correcting certain executive compensation information in Item 11 "Executive Compensation". On April 30, 2025, the Company filed
Amendment No. 1 on Form 10-K/A ("Amendment No. 1") to the Original 10-K, for the purposes of including the information required
by Part III (Items 10-14) of Form 10-K.

 Further,
because the Company is a "smaller reporting company," as defined in Item 10 of Regulation S-K promulgated under the Securities
Exchange Act of 1934 (the "Exchange Act"), the Company has elected to provide in this Amendment No. 2 certain scaled disclosures
permitted under the Exchange Act for smaller reporting companies. Except as set forth in this Amendment No. 2, no other changes are made
to the Original 10-K. Unless expressly stated, this Amendment No. 2 does not reflect events occurring after the filing of the Original
10-K, nor does it modify or otherwise update in any way the disclosures contained in the Original 10-K. Accordingly, this Amendment No.
2 should be read in conjunction with the Original 10-K and Amendment No. 1 and with the Company's filings with the SEC subsequent
to the filing of the Original 10-K and Amendment No. 1.

 Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 2 also contains certifications pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment
No. 2 and this Amendment No. 2 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs
3, 4, and 5 of the certifications have been omitted.

 PART
III

 ITEM
11. EXECUTIVE COMPENSATION

 Named
Executive Officers.

 The
following section describes our compensation program for 2023 and 2024 and the compensation of our named executive officers for the years
ended December 31, 2024, and 2023, Robert Steele, our Chief Executive Officer, and Isaac Dietrich, our Chief Financial Officer.

 Summary
Compensation Table

 The
following summary compensation table presents the compensation awarded to, earned by or paid to our named executive officers for the
years ended December 31, 2024, and December 31, 2023.

 Name and Principal
 Position

 Year

 Salary
 ($)

 Bonus
 ($)
 (4)

 Stock
 awards
 ($)
 (1)

 awards
 ($)
 (1)

 Nonequity
 incentive
 plan
 compensation
 ($)

 Nonqualified
 deferred
 compensation
 earnings

 ($)

 All
 other
 compensation
 ($)
 (1)

 Total

 ($)

 Robert Steele

 2024

 83,578

 50,000

 -

 2,469,658
 (5)

 -

 -

 1,320
 (3)

 2,604,556

 Chief
 Executive Officer

 2023

 67,000

 -

 -

 -

 -

 -

 -

 67,000

 Isaac Dietrich

 2024

 74,481

 25,000

 -

 740,898
 (6)

 -

 -

 -

 840,379

 Chief
 Financial Officer

 2023

 45,000

 -

 166,500
 (2)

 -

 -

 -

 -

 211,500

 (1)

 These
 amounts are the aggregate fair value of the equity compensation incurred by the Company for payments to executives during the fiscal
 year. The aggregate fair value is computed in accordance with Financial Accounting Standards Board ("FASB") Accounting
 Standards Codification ("ASC") Topic 718. See Note 6, "Stock Options" in the notes to the Company's
 consolidated financial statements for the fiscal year ended December 31, 2024 and December 31, 2023 included in the Original 10-K
 for more information regarding the Company's accounting for share-based compensation plans.

 (2)

 Mr.
 Dietrich was awarded 24,000 shares of common stock with a fair value of $166,500 for services rendered during the year ended December
 31, 2023. Mr. Dietrich did not receive any common stock awards during the year ended December 31, 2024.

 (3)

 Mr.
 Steele received executive perquisites of $1,320 for his home internet service during the year ended December 31, 2024.

 (4)

 Represents
 payments of discretionary bonuses for performance during the applicable years as determined by the board of directors (the "Board"),
 and as further described below Bonus Arrangements.

 (5)

 Mr.
 Steele was granted an stock option to purchase 500,000 shares of the Company's common stock, with a strike price of $5.00 per
 share (as set forth on the Outstanding Equity Awards table below. The Company estimated the
 fair value of the options using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2)
 expected volatility of 148.38 – 154.71%, (3) risk-free interest rate of 4.11%, and (4) expected life of 10 years.

 (6)

 Mr.
 Dietrich was granted an stock option to purchase 150,000 shares of the Company's common stock, with a strike price of $5.00
 per share (as set forth on the Outstanding Equity Awards table below. The Company estimated
 the fair value of the options using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%,
 (2) expected volatility of 148.38 – 154.71%, (3) risk-free interest rate of 4.11%, and (4) expected life of 10 years.

 At
no time during the periods listed in the above tables, with respect to any named executive officers, was there:

 any
 outstanding option or other equity-based award re-priced or otherwise materially modified (such as by extension of exercise periods,
 the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the
 bases upon which returns are determined);

 any
 waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock
 incentive plan compensation or payouts;

 any
 non-equity incentive plan award made to a named executive officer;

 any
 nonqualified deferred compensation plans including nonqualified defined contribution plans; or

 any
 payment for any item to be included under the "All Other Compensation" column in the Summary Compensation Table.

 Outstanding
Equity Awards at December 31, 2024

 On
October 29, 2024, Robert Steele was awarded an option to purchase 500,000 shares of common stock at a $5.00 per share strike price with
a fair value of $2,469,658.

 On
October 29, 2024, Isaac Dietrich was awarded an option to purchase 150,000 shares of common stock at a $5.00 per share strike price with
a fair of $740,898.

 The
following table provides information regarding awards held by each of our Named Executive Officers that were outstanding as of December
31, 2024. There were no other equity awards held by our named executive officers as of December 31, 2023.

 Awards

 Restricted
 Stock Awards

 Name

 of securities underlying unexercised options (#) exercisable

 of securities underlying unexercised options (#) unexercisable (1)

 incentive plan awards: Number of securities underlying unexercised earned options (#)

 Exercise price($)

 expiration date

 of shares or units of stock that have not vested (#)

 Market
 value of shares or units of stock that have not vested ($)

 incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)

 incentive plan awards; Market or payout value of unearned shares, units or other rights that have not vested ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 (j)

 Robert Steele

 500,000

 $
 5.00

 10/29/2034

 Issac Dietrich

 150,000

 $
 5.00

 10/29/2034

 (1)
The options shall vest per the following schedule: 25% on January 1, 2025 and the remaining 75% vesting in 48 equal monthly installments
commencing January 1, 2025.

 Narrative
Disclosure to the Summary Compensation Table

 Robert
Steele - Chief Executive Officer, Chairman of the Board, and President

 Employment
Agreement

October 1, 2022, the Company previously entered into an employment agreement with Robert Steele pursuant to which Mr. Steele serves as
the Company's Chief Executive Officer. Pursuant to the terms of the employment agreement, Mr. received a monthly salary of $5,000
per month. Effective June 1, 2023, the Company increased Mr. Steele's compensation to $6,000 per month.

May 30, 2024, the Company and Mr. Steele entered into an Executive Employment Agreement, which, among other things, employs Mr. Steele
as the Chief Executive Officer of the Company (and superseded the previous employment agreement in its entirety) (the "Steele EA").
Following the Company's uplisting to a national stock exchange, Mr. Steele's salary has increased to $168,000, payable in
periodic instalments in accordance with the Company's customary payroll practices and applicable wage payment and withholdings
laws and requirements. Additionally, Mr. Steele's base salary is subject to increase upon the achievement of certain net monthly
advertising revenue milestones, as follows:

 $250,000
 annual base salary upon $100,000 net monthly ad revenue for twelve consecutive months;

 $350,000
 annual base salary upon $250,000 net monthly ad revenue for twelve consecutive months; and

 $500,000
 annual base salary upon $800,000 aggregate net monthly ad revenue for twelve consecutive
 months.

 Mr.
Steele was eligible under the Steele EA to receive a one-time $50,000 past performance bonus upon uplisting to a national exchange, subject
to his continued employment at that time. On October 31, 2024, the Company paid Mr. Steele a past performance bonus of $50,000. The Steele
EA provides that he may also be eligible for annual bonuses at the Board's discretion, based on corporate and individual performance.

 Mr.
Steele is eligible for fringe benefits and perquisites, and to participate in all benefit plans, programs, and policies made available
to similarly situated executives, subject to Board approval and applicable plan terms. He determines his own vacation schedule, consistent
with Company operating requirements. Business expenses are reimbursed in line with Company policy. Mr. Steele is indemnified to the fullest
extent available to other officers and directors under the Company's policies.

 If
Mr. Steele's employment is terminated by the Company without cause and he was able and willing to remain employed, he will receive
six months' base salary (payable monthly or in a lump sum at the Company's discretion), subject to a customary release.

Award

 On
May 30, 2024, Mr. Steele was granted an option to purchase 500,000 shares of common stock (the "Steele Option") pursuant
to the Company's 2024 Equity Incentive Plan (the "Plan") (subject to the terms and conditions of the Company's
form of Stock Option Agreement under the Plan) at an exercise price of $5.00 per share. 25% of the Steel Option shall vest on January
1, 2025, and the remaining 75% shall vest monthly over 48 months starting January 1, 2025. Upon termination/resignation, Mr. Steele has
90 days to exercise the vested portion of the Steele Option, provided that if he is terminated for cause then he shall forfeit the entire
Steele Option (whether vested or unvested). He may exercise on a cashless basis pursuant to a formula defined in his agreement.

 Isaac
Dietrich - Chief Financial Officer and Principal Financial Officer

 Employment
Agreement

 From
September 19, 2022 to October 28, 2024, Mr. Dietrich was compensated $5,000 per month for his services as Director of Finance. The monthly
cash fee was waived from September to December 2023. Mr. Dietrich was compensated 24,000 shares of common stock with a fair value of
$166,500 for services rendered during the year ended December 31, 2023.

October 29, 2024, the Company and Mr. Dietrich entered into an Executive Employment Agreement, which, among other things, employes Mr.
Dietrich as the Chief Financial Officer of the Company (and superseded the previous employment agreement in its entirety) (the "Dietrich
EA"). Following the Company's uplisting to a national stock exchange. Mr. Dietrich is paid a salary of $168,000 in periodic
installments in accordance with the Company's customary payroll practices and applicable wage payment and withholdings laws and
requirements. Additionally, Mr. Dietrich's base salary is subject to increase upon the achievement of certain net monthly advertising
revenue milestones, as follows:

 $250,000
 annual base salary upon $100,000 net monthly ad revenue for twelve consecutive months;

 $250,000
 annual base salary upon $250,000 net monthly ad revenue for twelve consecutive months; and

 $350,000
 annual base salary upon $800,000 aggregate net monthly ad revenue for twelve consecutive
 months.

 Mr.
Dietrich was eligible under the Dietrich EA to receive a one-time $25,000 past performance bonus upon uplisting to a national exchange,
subject to his continued employment at that time. On October 31, 2024, the Company paid Mr. Dietrich a past performance bonus of $25,000.
The Dietrich EA provides that he may also be eligible for annual bonuses at the Board's discretion, based on corporate and individual
performance.

 Mr.
Dietrich is entitled to fringe benefits and perquisites consistent with those provided to similarly situated Company executives, and
to participate in all benefit plans, subject to Board and plan terms. He may take vacation as his duties allow, coordinating with management.
Business expenses are reimbursed according to Company policy. Indemnification is provided to the fullest extent available under Company
policy.

 If
Mr. Dietrich's employment is terminated by the Company without cause and he was able and willing to remain employed, he will receive
three months' base salary (payable monthly or in a lump sum at the Company's discretion) contingent on execution of a release.

Award

 On
May 30, 2024, Mr. Dietrich was granted an option to purchase 150,000 shares of common stock (the "Dietrich Option") pursuant
to the Plan (subject to the terms and conditions of the Company's form of Stock Option Agreement under the Plan) at an exercise
price of $5.00 per share. 25% of the Dietrich Option shall vest on January 1, 2025, and the remaining 75% shall vest monthly over 48
months starting January 1, 2025. Upon termination/resignation, Mr. Dietrich has 90 days to exercise the vested portion of the Dietrich
Option, provided that if he is terminated for cause then he shall forfeit the entire Dietrich Option (whether vested or unvested). He
may exercise on a cashless basis pursuant to a formula defined in his agreement.

 Bonus
Arrangements

 Pursuant
to the terms of the executive employment agreements described above, the Company, through the Board, has the discretion to determine
the amounts of the annual incentive bonus payments which executives may receive. Based on the review of the Company's performance
for calendar year 2024, the Board, in its sole discretion, determined to pay the bonus to the named executive officer listed in the summary
compensation table above.

 Perquisites

 Perquisites
are not a material component of compensation. In general, named executive officers do not receive reimbursements for meals, airlines,
and travel costs, other than those costs allowed for all employees. During 2024, our Chief Executive Officer received a perquisite disclosed
in the Executive Disclosure Table.

 Director
Compensation

 The
following table presents the total compensation for each person who served as a non-employee director of our Board during the fiscal
year ended December 31, 2024. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse
any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our Board
in such period.

 Name

 Fees
 Earned
 or
 Paid in
 Cash
 ($)

 Stock
 Awards
 ($)

 Awards
 ($)(11)

 All
 Other
 Compensation
 ($)

 Total

 ($)

 Robert Haag

 $
 8,547
 (3)

 $
 -

 $
 583,610
 (8)

 $
 -

 $
 592,157

 Joanna Massey (1)

 $
 5,242
 (4)

 $
 16,918
 (6)

 $
 583,610
 (9)

 $
 -

 $
 605,770

 Paul Dickman (2)

 $
 5,242
 (5)

 $
 11,518
 (7)

 $
 671,152
 (10)

 $
 -

 $
 687,912

 Total:

 $
 19,031

 $
 28,436

 $
 1,838,372

 $
 -

 $
 1,885,839

 (1)

 Dr.
 Massey was appointed to the Board effective October 29, 2024.

 (2)

 Mr.
 Dickman was appointed to the Board effective October 29, 2024.

 (3)

 From
 January 1 to October 28, 2024, Mr. Haag was compensated $1,000 per quarter. Effective October 29, 2024, Mr. Haag received cash compensation
 of $2,500 per month. Effective October 4, 2025, Mr. Haag resigned as a director of the Company.

 (4)

 upon her appointment to the Board on October 29, 2024, Dr. Massey receives cash compensation of $2,500 per month.

 (5)

 upon his appointment to the Board on October 29, 2024, Mr. Dickman receives cash compensation of $2,500 per month..

 (6)

 From
 January 1, 2024 until her appointment to the Board on October 29, 2024, Dr. Massey served as an advisor to the Company, for which
 she was compensated 1,000 shares of common stock per quarter. Dr. Massey received 3,305 shares of common stock with a fair value
 of $16,918 for her advisory services prior to her appointment to the Board.

 (7)

 From
 April 1, 2024 until his appointment to the Board on October 29, 2024, Mr. Dickman served as an advisor to the Company, for which
 he was compensated 1,000 shares of common stock per quarter. Mr. Dickman received 2,305 shares of common stock with a fair value
 of $11,518 for her advisory services prior to her appointment to the Board.

 (8)

 On
 October 29, 2024, Mr. Haag was issued a vested option to purchase 120,000 shares of common stock at a $5.00 per share strike price
 with a fair value of $583,610. The award agreement provided that if Mr. Haag resigned or was removed prior to October 28, 2025, the
 option would be clawed back pro-rata pursuant to the Company's Compensation Recovery Policy and the discretion of the Board.
 Effective October 4, 2025, Mr. Haag resigned as a director of the Company and the Board accelerated the vesting of such option.

 (9)

 On
 October 29, 2024, Dr. Massey was issued a vested option to purchase 120,000 shares of common stock at a $5.00 per share strike price
 with a fair value of $583,610. Should Dr. Massey resign or be removed prior to October 28, 2025, the option shall be clawed back
 pro-rata pursuant to the Company's Compensation Recovery Policy and the discretion of the Board.

 (10)

 On
 October 29, 2024, Mr. Dickman was issued a vested option to purchase 138,000 shares of common stock at a $5.00 per share strike price
 with a fair value of $671,152. Should Mr. Dickman resign or be removed prior to October 28, 2025, the option shall be clawed back
 pro-rata pursuant to the Company's Compensation Recovery Policy and the discretion of the Board.

 (11)

 These
 amounts are the aggregate fair value of the equity compensation incurred by the Company for payments to executives during the fiscal
 year. The aggregate fair value is computed in accordance with Financial Accounting Standards Board ("FASB") Accounting
 Standards Codification ("ASC") Topic 718. See Note 6, "Stock Options" in the notes to the Company's
 consolidated financial statements for the fiscal year ended December 31, 2024 and December 31, 2023 included in the Original 10-K
 for more information regarding the Company's accounting for share-based compensation plans.

 Narrative
Summary to Director Compensation.

 The
director compensation structure is designed to attract and retain experienced, independent Board members and is intended to align the
directors' interests with those of Company shareholders. All compensation arrangements described above supersede any prior agreements.

 For
fiscal 2024, independent directors of the Company received compensation for Board and committee service, as applicable, consisting of
both cash compensation and equity grants, as detailed in the Director Compensation Table. Amounts in the Director Compensation Table
reflect compensation earned in the fiscal year, whether paid in cash or equity and all outstanding grants as of December 31, 2024.

 Cash
Compensation:

 Each
non-employee director is entitled to receive a cash retainer of $2,500 per month, which includes payment for Board service and for acting
as chair on one committee (as noted below). The amount of cash compensation may be subject to review if the Company raises an additional
$15 million in financing.

Awards:

 On
the Effective Date of their appointment (which occurred on October 29, 2024, upon the Company's listing on a national exchange),
each director was granted an option under the Plan (subject to the terms and conditions of the Company's form of Stock Option Agreement
under the Plan) to purchase shares of the Company's common stock, as follows (the "Director Options"):

 Paul
 Dickman (Lead Director and Audit Committee Chair): 138,000 shares

 Robert
 Haag (Director and Compensation Committee Chair): 120,000 shares

 Joanna
 Massey, Ph. D., MBA (Director and Nominating and Corporate Governance Committee Chair): 120,000
 shares

 The
Director Options have a 10-year term and an exercise price of $5.00 per share. All Director Options are subject to a one-year cliff-vest
from the date of grant.

 Other
Benefits:

 Directors
are eligible for reimbursement of reasonable, pre-qualified business expenses incurred in the performance of their duties. The Company
does not currently offer pension, deferred compensation, or other perquisites to independent directors beyond standard expense reimbursement.

 Clawback
and Recovery Policy.

 All
equity awards (including the Steele Option, the Dietrich Option, and the Director Options) are subject to the Company's clawback
policy, in accordance with applicable SEC rules and exchange listing standards, including the Dodd-Frank Act requirements. No clawback
or recovery was applied in fiscal 2024.

 Disclosure
of the Company's policies and practices related to the grant of certain equity awards close in time to the release of material
nonpublic information.

 The
Company does not have a written policy in place regarding the timing of the grant and issuance of stock options in relation to the release
of material non-public information. Historically, the Company has granted stock option awards on an annual basis and as may otherwise
be deemed appropriate by our Board or compensation committee from time to time based on the facts and circumstances, as applicable. The
Company has not intentionally timed the grant of stock options in anticipation of the release of material nonpublic information, nor
have we intentionally timed the release of material nonpublic information based on stock option grant dates. During fiscal year 2024,
the Company did not grant stock options (or similar awards) to any of our named executive officers during the period beginning four business
days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing
of any Company Form 8-K that disclosed any material non-public information.

 Our
Equity Incentive Plans

 The
Company maintains the Thumzup Media Corporation 2024 Equity Incentive Plan (the "Plan"), which was adopted by the Board of
Directors and approved by stockholders. The Plan is intended to promote the interests of the Company and its shareholders by enabling
the Company to recruit and retain key employees, directors, and consultants, and to align their interests with those of shareholders
through equity participation. Our Stockholders approved the Plan in May 2024, and initially reserved 1,000,000 shares for issuance under
the Plan. In July 2024, our Stockholders amended the Plan to increase the number of shares issuable thereunder to 2,000,000.

 The
Plan provides for the grant of incentive stock options, non-statutory stock options, stock bonus awards, restricted stock awards, performance
stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. Our Plan also provides
that the grant of performance stock awards may be paid out in cash as determined by the Committee (as defined herein).

 Plan
Details

 The
following table and information below sets forth information as of April 15, 2025 with respect to our Plans:

 of securities to be issued upon exercise of outstanding options, warrants and rights
 (a)

 Weighted-
 average exercise price of outstanding options, warrants and rights
 (b)

 of securities remaining available for future issuance under equity compensation plans (excluding
 securities reflected in column
 (a)
 (c)

 Equity compensation plans approved
 by security holders

 1,223,000

 $
 5.06

 682,967

 Equity compensation plans
 not approved by security holders

 -

 -

 -

 Total

 1,223,000

 $
 5.06

 682,967

 Summary
of the Plan

 Authorized
Shares

 There
are currently 682,967 shares of the 2,000,000 reserved shares of our common stock available for issuance pursuant to the 2024 Plan. Shares
of common stock issued under our Plan may be authorized but unissued or reacquired shares of our common stock. Shares of common stock
subject to stock awards granted under our Plan that expire or terminate without being exercised in full, or that are paid out in cash
rather than in shares of common stock, will not reduce the number of shares of common stock available for issuance under our Plan. Additionally,
shares of common stock issued pursuant to stock awards under our Plan that we repurchase or that are forfeited, as well as shares of
common stock reacquired by us as consideration for the exercise or purchase price of a stock award, will become available for future
grant under our Plan.

 Administration

 Our
Board, or a duly authorized committee thereof (collectively, the "Committee"), has the authority to administer our Plan.
Our Board may also delegate to one or more of our officers the authority to designate employees other than Directors and officers to
receive specified stock, which, in respect to those awards, said officer or officers shall then have all authority that the Committee
would have.

 Subject
to the terms of our Plan, the Committee has the authority to determine the terms of awards, including recipients, the exercise price
or strike price of stock awards, if any, the number of shares of common stock subject to each stock award, the fair market value of a
share of our common stock, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration,
if any, payable upon exercise or settlement of the stock award and the terms and conditions of the award agreements for use under the
Plan. The Committee has the power to modify outstanding awards under the Plan, subject to the terms of the Plan and applicable law. Subject
to the terms of our Plan, the Committee has the authority to reprice any outstanding option or stock appreciation right, cancel and re-grant
any outstanding option or stock appreciation right in exchange for new stock awards, cash or other consideration, or take any other action
that is treated as a repricing under generally accepted accounting principles, with the consent of any adversely affected participant.

 Stock
Options

 Stock
options may be granted under the Plan. The exercise price of options granted under our Plan must at least be equal to the fair market
value of our common stock on the date of grant. The term of an ISO may not exceed 10 years, except that with respect to any participant
who owns more than 10% of the voting power of all classes of our outstanding stock, the term must not exceed 5 years and the exercise
price must equal at least 110% of the fair market value on the grant date. The Committee will determine the methods of payment of the
exercise price of an option, which may include cash, shares of common stock or other property acceptable to the Committee, as well as
other types of consideration permitted by applicable law. No single participant may receive more than 25% of the total options awarded
in any single year. Subject to the provisions of our Plan, the Committee determines the other terms of options.

 Performance
Shares

 Performance
shares may be granted under our Plan. Performance shares are awards that will result in a payment to a participant only if performance
goals established by the administrator are achieved or the awards otherwise vest. The Committee will establish organizational or individual
performance goals or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the
number and/or the value of performance shares to be paid out to participants. After the grant of a performance share, the Committee,
in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance shares. The Committee,
in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares of common stock or in some
combination thereof, per the terms of the agreement approved by the Committee and delivered to the participant. Such agreement will state
all terms and condition of the agreement.

 Restricted
Stock

 The
terms and conditions of any restricted stock awards granted to a participant will be set forth in an award agreement and, subject to
the provisions in the Plan, will be determined by the Committee. Under a restricted stock award, we issue shares of our common stock
to the recipient of the award, subject to vesting conditions and transfer restrictions that lapse over time or upon achievement of performance
conditions. The Committee will determine the vesting schedule and performance objectives, if any, applicable to each restricted stock
award. Unless the Committee determines otherwise, the recipient may vote and receive dividends on shares of restricted stock issued under
our Plan.

 Other
Share-Based Awards and Cash Awards

 The
Committee may make other forms of equity-based awards under our Plan, including, for example, deferred shares, stock bonus awards and
dividend equivalent awards. In addition, our Plan authorizes us to make annual and other cash incentive awards based on achieving performance
goals that are pre-established by our compensation committee.

 Merger,
Consolidation or Asset Sale

 If
the Company is merged or consolidated with another entity or sells or otherwise disposes of substantially all of its assets to another
company while awards or options remain outstanding under the Plan, unless provisions are made in connection with such transaction for
the continuance of the Plan and/or the assumption or substitution of such awards or options with new options or stock awards covering
the stock of the successor company, or parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares
and prices, then all outstanding options and stock awards which have not been continued, assumed or for which a substituted award has
not been granted shall, whether or not vested or then exercisable, unless otherwise specified in the relevant agreements, terminate immediately
as of the effective date of any such merger, consolidation or sale.

 Change
in Capitalization

 If
the Company shall effect a subdivision or consolidation of shares of common stock or other capital readjustment, the payment of a stock
dividend, or other increase or reduction of the number of shares of common stock outstanding, without receiving consideration therefore
in money, services or property, then awards amounts, type, limitations, and other relevant consideration shall be appropriately and proportionately
adjusted. The Committee shall make such adjustments, and its determinations shall be final, binding and conclusive.

 Plan
Amendment or Termination

 Our
Board has the authority to amend, suspend, or terminate our Plan, provided that such action does not materially impair the existing rights
of any participant without such participant's written consent. The Plan will terminate ten years after the earlier of (i) the date
that the Plan is adopted by the Board, or (ii) the date that the Plan is approved by the stockholders, except that awards that are granted
under the Plan prior to its termination will continue to be administered under the terms of the Plan until the awards terminate, expire
or are exercised.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 No.

 Description

 31.1*

 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 *

 filed
 herewith.

 SIGNATURES

 Pursuant
to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 30th day of October, 2025.

 THUMZUP
 MEDIA CORPORATION

 By:

 /s/
 Robert Steele

 Robert
 Steele

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 By:

 /s/
 Isaac Dietrich

 Isaac
 Dietrich

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)

 In
accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

 /s/
 Robert Steele

 Chief
 Executive Officer (Principal Executive Officer) and

 Robert
 Steele

 Chairman
 of the Board of Directors

 /s/
 Isaac Dietrich

 Chief
 Financial Officer

 Isaac
 Dietrich

 (Principal
 Financial and Accounting Officer)

 /s/
 Joanna Massey

 Director

 Joanna
 Massey

 /s/
 Paul Dickman

 Director

 Paul
 Dickman

 /s/
 Christopher Ensey

 Director

 Christopher
 Ensey