Azzurro Capital files to offload additional Travelzoo stock on Nasdaq

Rhea-AI Filing Summary

Form 144 filed for Travelzoo (TZOO): Azzurro Capital Inc., acting through broker E*Trade Securities LLC, has notified the SEC of its intent to sell 50,000 common shares of Travelzoo on or about 20 June 2025 on the NASDAQ. The proposed sale is valued at $626,000, implying a reference price of roughly $12.52 per share. Reported shares outstanding for Travelzoo are 11,095,078, so the planned sale equals approximately 0.45 % of the float.

Recent selling activity: The filing also discloses that, during the past three months, Azzurro Capital has already sold 192,500 shares of Travelzoo for aggregate gross proceeds of roughly $2.66 million across 13 separate transactions between 24 March 2025 and 16 June 2025. Adding the newly-proposed 50,000-share block would bring the cumulative recent disposition to 242,500 shares.

Background of the shares: The stock being sold dates back to a 22 January 2001 exchange in which Silicon Channels Corporation shares were contributed for Travelzoo shares; therefore, the shares are considered long-held and eligible for Rule 144 resale.

Key implications for investors:

• Continued insider/affiliate selling by Azzurro Capital may create share overhang and exert downward pressure on the share price.
• The size of the proposed sale is modest relative to outstanding shares but meaningful relative to recent trading volumes for a small-cap issuer.
• No representation of adverse undisclosed information was made, as required by the certification in Form 144.

Positive

• None.

Negative

• Continued insider selling: Azzurro Capital plans to sell 50,000 additional shares after unloading 192,500 shares in the prior 3 months, indicating sustained supply.
• Potential share-price overhang: The cumulative 242,500 shares represent multiple days’ trading volume for TZOO, which could exert downward pressure.

Insights

Securities Analyst

TL;DR: Repeat insider selling signals possible overhang; modest at 0.45 % of float but notable given prior 192.5k shares sold.

The Form 144 shows Azzurro Capital’s intent to sell another 50 k shares after disposing of 192.5 k shares in the prior quarter. Although the single block equals less than half a percent of outstanding shares, Travelzoo’s limited float and average daily volume mean continued sales could weigh on price momentum. Investors often treat sustained Rule 144 filings as a negative sentiment indicator, especially when no offsetting positive catalysts are disclosed. The filing provides no information on corporate fundamentals; therefore, the key takeaway is the ongoing supply of shares from a large holder.

Portfolio Manager

TL;DR: Neutral-to-negative; size small vs. float yet pattern of sales raises liquidity and sentiment concerns.

From a portfolio construction view, a 50 k-share sale (~$0.6 M) is unlikely to alter intrinsic value, but persistent divestments by a principal shareholder can dampen demand and increase volatility in a thinly traded small-cap. The cumulative 242.5 k shares scheduled/placed since March represent roughly two full weeks of average trading volume, suggesting temporary price pressure. Given the absence of earnings data or strategic updates, I would classify the filing as impactful on near-term trading dynamics rather than fundamentals.

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	E*Trade Securities LLC 200 Hudson Street Harborside 2, Suite 501 Jersey City NJ 07311	50000	626000	11095078	06/20/2025	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			50000	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 Gibraltar J1 GX11 1AA	Common Stock	06/16/2025	10000	126600
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place Gibraltar J1 GX11 1AA	Common Stock	06/11/2025	25000	346000
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place Gibraltar J1 GX11 1AA	Common Stock	06/02/2025	5000	63650
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place Gibraltar J1 GX11 1AA	Common Stock	05/30/2025	22500	310725
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place Gibraltar J1 GX11 1AA	Common Stock	05/29/2025	18500	248085
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place Gibraltar J1 GX11 1AA	Common Stock	05/28/2025	2000	27080
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place Gibraltar J1 GX11 1AA	Common Stock	05/15/2025	2000	27820
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place Gibraltar J1 GX11 1AA	Common Stock	05/14/2025	2500	36425
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place Gibraltar J1 GX11 1AA	Common Stock	05/13/2025	11250	163012.5
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place Gibraltar J1 GX11 1AA	Common Stock	05/02/2025	33750	479925
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place Gibraltar J1 GX11 1AA	Common Stock	05/01/2025	2500	36075
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place Gibraltar J1 GX11 1AA	Common Stock	03/31/2025	25000	333750
Azzurro Capital Inc. c/o Sovereign Management Limited PO Box 564 Sovereign Place Gibraltar J1 GX11 1AA	Common Stock	03/24/2025	32500	465725

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

How many Travelzoo (TZOO) shares does Azzurro Capital plan to sell under this Form 144?

The notice covers 50,000 common shares valued at approximately $626,000.

When is the proposed sale date for the 50,000 TZOO shares?

The filing lists an approximate sale date of 20 June 2025.

What percentage of Travelzoo’s outstanding shares does the 50,000-share block represent?

About 0.45 % of the 11,095,078 shares reported as outstanding.

How many Travelzoo shares has Azzurro Capital sold in the last three months?

The table shows 192,500 shares sold between 24 March 2025 and 16 June 2025, generating roughly $2.66 million.

Which broker is handling the proposed sale of Travelzoo shares?

The shares will be sold through E*Trade Securities LLC.

What was the acquisition history of the shares being sold?

They were obtained on 22 January 2001 via an exchange of Silicon Channels Corporation shares for Travelzoo shares.