[8-K] Travelzoo Reports Material Event

Rhea-AI Filing Summary

Insights

Financial Disclosure Analyst

Q2 8-K merely furnishes earnings exhibits; impact hinges on data not contained within the filing itself.

The Form 8-K uses Item 2.02 to furnish, rather than file, Travelzoo’s second-quarter 2025 results (Ex. 99.1) and a slide deck (Ex. 99.2). Because the numerical details sit solely in the exhibits, the core document provides no performance figures, guidance, or qualitative commentary. Consequently, this 8-K functions as a procedural conduit that preserves Regulation FD compliance while shielding the information from automatic Section 18 liability.

Key observations:

• Materiality channelled to exhibits. Investors must consult the press release and presentation to judge revenue trends, margins, or cash flow; none of that appears in the text here.
• No forward-looking statements or revisions. The filing doesn’t revise prior guidance, announce strategic shifts, or disclose unusual items, limiting interpretive weight until exhibits are reviewed.
• Liability posture. By “furnishing” rather than “filing,” the company reduces potential legal exposure if later restatements occur.
• Timeliness. Dated the same day as the earnings call, the disclosure meets the four-business-day deadline, signalling normal reporting cadence.

Without the accompanying exhibits, market impact cannot be gauged; the document itself is procedurally significant but informationally neutral.

0001133311FALSETravelzoo00011333112025-07-232025-07-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________________________________________

FORM 8-K

____________________________________________________

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 23, 2025

____________________________________________________

(Exact name of registrant as specified in its charter)

____________________________________________________

Delaware			000-50171						36-4415727
(State or Other Jurisdiction of Incorporation)			(Commission File Number)						(I.R.S. Employer Identification No.)
590 Madison Avenue, 35th Floor New York, New York									10022
(Address of principal executive offices)									(Zip Code)
Registrant’s telephone number, including area code +1 (212) 516-1300
(Former Name or Former Address, if Changed Since Last Report)

____________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

☐       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

TZOO

The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

                                         Emerging growth company    ☐    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐ 

Item 2.02.         Results of Operations and Financial Condition.

On July 23, 2025, Travelzoo (the "Company") reported its second quarter 2025 financial results. A copy of the Company’s press release containing this information is being furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 7.01.         Regulation FD Disclosure

See Item 2.02, “Results of Operations and Financial Condition,” above.

In addition, a copy of the supplemental earnings presentation discussed during the Company’s earnings call is attached to this report on Form 8-K as Exhibit 99.2 and incorporated herein by reference.

Item 9.01.        Financial Statements and Exhibits.

(d)           Exhibits.  See Exhibit Index

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						TRAVELZOO
Date:			July 23, 2025			By:			/s/ JEFF HOFFMAN
									Jeff Hoffman Financial Controller, North America

EXHIBIT INDEX

Exhibit			Description
99.1			Press Release, dated July 23, 2025.
99.2			Supplemental earnings presentation provided in connection with the second quarter 2025 earnings call of Travelzoo, dated July 23, 2025.

FAQ

What information is available?

This document appears to contain limited substantive content.