Form 4: Director Robert Haag Boosts THUMZUP Media Stake

THUMZUP Media Director Robert Haag acquired 651 shares of Series A Preferred Convertible Voting Stock, increasing his indirect beneficial ownership.

Summary

• Robert L. Haag, a Director and 10% owner of THUMZUP MEDIA Corp, acquired 651 shares of Series A Preferred Convertible Voting Stock.
• The transaction occurred on September 15, 2025, and was reported as an acquisition (Code A).
• Each share of Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a reference rate of $3.00 per common share.
• The Series A Preferred Stock pays quarterly dividends of $0.875 per share, totaling $3.50 per share on an annualized basis.
• Dividends are payable on March 15, June 15, September 15, and December 15, in cash or additional Series A Preferred Stock at the company's election.
• If dividends are paid in Series A Preferred Stock, each share is valued at $45.00.
• The Series A Preferred Convertible Voting Stock is exercisable upon issuance and has no expiration date.
• Mr. Haag indirectly beneficially owns 34,142 shares of Series A Preferred Convertible Voting Stock through Westside Strategic Partners, LLC, where he serves as the Managing Member and sole owner with voting control and investment discretion.

Sentiment

Score: 8

Explanation: The acquisition of convertible preferred stock by a director and 10% owner signals strong insider confidence in the company's future prospects and its ability to meet dividend obligations.

Positives

• Director Robert Haag increased his beneficial ownership, signaling confidence in the company's future prospects.
• The Series A Preferred Stock offers a substantial annual dividend of $3.50 per share, providing a steady income stream.
• The preferred stock has no expiration date and is exercisable upon issuance, indicating a long-term investment horizon.

Negatives

• No direct negatives are identifiable from this transaction report.

Risks

• No specific risks are detailed in this transaction report.

Future Outlook

The Series A Preferred Convertible Voting Stock is designed to provide ongoing quarterly dividends and offers a fixed conversion rate into common stock, indicating a long-term investment structure and commitment to shareholder returns.

Industry Context

NA

Related Party Transactions

• Robert L. Haag, a Director and 10% owner, acquired shares indirectly through Westside Strategic Partners, LLC, which he solely owns and controls, making this a related party transaction.

Stakeholder Impact

• Shareholders: Increased insider ownership may be seen as a positive signal of confidence. Future conversion of preferred shares could lead to dilution of common stock.
• Creditors: The fixed dividend payments on the Series A Preferred Stock represent a financial obligation for the company.

Next Steps

• Quarterly dividend payments are scheduled for March 15, June 15, September 15, and December 15.
• Potential future conversion of Series A Preferred Stock into Common Stock based on the stated conversion rate.

Key Dates

Recommendation

The acquisition of Series A Preferred Convertible Voting Stock by Robert L. Haag, a Director and 10% owner, demonstrates significant insider confidence. This type of insider buying, particularly in convertible preferred shares with a substantial dividend, suggests a belief in the company's long-term value and financial stability, making it a positive indicator for potential investors.

Keywords

THUMZUP MEDIA Corp, TZUP, Robert Haag, Series A Preferred Stock, Convertible Stock, Insider Trading, Director Ownership, SEC Form 4, Beneficial Ownership