TZOO Form 144: Azzurro Capital to offload additional 2.5 % stake

Rhea-AI Filing Summary

Travelzoo (TZOO) Form 144: Azzurro Capital Inc. has filed to sell up to 100,000 common shares through E*Trade on NASDAQ on or about 28 Jul 2025. At the filing’s stated aggregate market value of $1.08 million ($10.80 per share), the proposed sale equals roughly 2.5 % of the 4,062,696 shares outstanding.

The same shareholder has already disposed of 235,000 shares between 1 May and 27 Jun 2025, collecting about $3.6 million in gross proceeds. If the new sale is completed, cumulative sales would reach 335,000 shares, or ~8 % of the share count over a four-month span. The filer affirms no knowledge of undisclosed adverse information, satisfying Rule 144 requirements.

Investor take-away: Ongoing insider selling by a large holder may exert short-term price pressure and signal reduced commitment, though the transaction does not affect Travelzoo’s cash or operations and modestly enlarges the public float.

Positive

• None.

Negative

• Continued insider selling: 100,000 shares proposed after 235,000 sold in prior 3 months, signalling potential lack of confidence.
• Market overhang risk: Combined 335,000 shares equal ~8 % of outstanding shares, which may pressure the share price near term.

Insights

Securities Analyst

TL;DR (25 words): Large holder plans another 100 k-share sale after 235 k already sold, creating potential overhang and negative sentiment.

The filing reveals sustained divestment by Azzurro Capital, a significant shareholder. Selling 100 k shares at $10.80 follows 235 k shares sold since May. Combined, the activity equals roughly 8 % of outstanding stock, a meaningful increase in free float that can pressure prices until absorbed by the market. Because no new capital goes to Travelzoo, the sale is purely secondary and may be viewed as a bearish insider signal. Nonetheless, absence of undisclosed adverse information limits legal risk.

Portfolio Manager

TL;DR (25 words): Proposed disposal adds liquidity but indicates continued exit by cornerstone holder; monitor supply-demand dynamics.

From a portfolio‐allocation lens, the sale size is modest in dollar terms but material relative to Travelzoo’s small float. The June-July window could see heightened volatility as trading desks digest 100 k extra shares on top of prior blocks. I would reassess position sizing until the overhang clears or insider activity stabilises.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	ETrade Securities LLC 200 Hudson Street Harborside 2, Suite 501 Jersey City NJ 07311	100000	1080000.00	4062696	07/28/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	01/22/2001	Contribution of all outstanding shares of Silicon Channels Corporation in exchange for shares in Travelzoo	Travelzoo			100000	01/22/2001	Exchange

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	06/25/2025	11000	140910.00
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	06/20/2025	2500	31050.00
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	06/18/2025	10000	125900.00
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	06/16/2025	10000	126600.00
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	06/11/2025	25000	346000.00
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	06/02/2025	5000	63650.00
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	05/30/2025	22500	310725.00
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	05/29/2025	18500	248085.00
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	05/28/2025	2000	27080.00
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	05/15/2025	2000	27820.00
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	05/14/2025	2500	36425.00
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	05/13/2025	11250	163012.50
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	05/02/2025	33750	479925.00
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	05/01/2025	2500	36075.00
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place J1 GX11 1AA	Common Stock	06/27/2025	76500	1005975.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did Azzurro Capital file Form 144 for Travelzoo (TZOO)?

To notify the SEC of its intent to sell 100,000 Travelzoo common shares under Rule 144 on or about 28 Jul 2025.

How many Travelzoo shares has Azzurro Capital already sold in 2025?

The filing lists 235,000 shares sold between 1 May and 27 Jun 2025 for gross proceeds of roughly $3.6 million.

What percentage of Travelzoo’s shares does the proposed sale represent?

The 100,000 shares equal about 2.5 % of the company’s 4,062,696 shares outstanding.

Does Travelzoo receive any proceeds from this Form 144 sale?

No. The transaction is a secondary sale; all proceeds go to the selling shareholder, not to Travelzoo.

Could the insider sale affect Travelzoo’s stock price?

Additional supply—up to 100,000 shares plus prior sales—may create near-term price pressure until the market absorbs the shares.