Note 10 – Warrants

On July 3, 2025, Thumzup issued 65,000 warrants with a $6.00 exercise price with a fair value of $559,793 to its financial advisor. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 147.16% (3) risk-free interest rate of 3.94%, and (4) expected life of 5 years.

On July 16, 2025, Thumzup issued 10,688 warrants with a $6.25 exercise price with a fair value of $62,260 to its financial advisor for the exercise of its over-allotment option. The Company estimated the fair value of the warrants as of the date of the financing, October 28, 2024, using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 154.62%, (3) risk-free interest rate of 4.11%, and (4) expected life of 5 years.

On August 12, 2025, Thumzup issued 350,000 warrants with a $10.00 exercise price with a fair value of $3,240,946 to its financial advisor. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 145.61% (3) risk-free interest rate of 3.83%, and (4) expected life of 5 years.

A summary of the warrant activity for the year ended December 31, 2025, is as follows:

Schedule of Warrant Activity  

A summary of the warrants outstanding at December 31, 2025, is as follows:

Schedule of Exercise Price of Warrants  

The aggregate intrinsic value of outstanding stock warrants was $0 based on warrants with an exercise price less than the Company’s stock price of $5.00 as of December 31, 2025, which would have been received by the warrant holders had those holders exercised the warrants as of that date.