Thumzup Media amends bylaws to require 2/3 vote for director removal; withdraws Series B Preferred

On July 18, 2025, the Company filed a Withdrawal of Designation (the “ Withdrawal of Designation ”) with the Secretary of State of the State of Nevada and terminated the designation of its Series B Preferred Convertible Voting Stock, par value $0.001 per share (the “ Preferred Stock ”). At the time of the filing of the Withdrawal of Designation, there were no shares of Preferred Stock issued and outstanding. The Withdrawal of Designation became effective upon filing and eliminated from the Articles of Incorporation all matters as set forth in the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series B Preferred Convertible Voting Stock.

On July 16, 2025, the Board approved an amendment (the “ Amendment ”) to its Amended and Restated Bylaws (the “ Bylaws ”). Pursuant to the Amendment, Section 2.5 of Article II of the Bylaws was amended to provide that except as limited by the Company’s Articles of Incorporation (as amended, the “ Articles of Incorporation ”) or by law, a director may be removed by the stockholders only at an annual meeting of stockholders or at a special meeting of stockholders called for such purpose and otherwise in conformity with the Bylaws, and only by the affirmative vote of the holders of two-thirds of the voting power of all the shares entitled to vote at such meeting.