TZOO Form 4: Azzurro Capital disposes 10,000 shares; 3.9M remain

Rhea-AI Filing Summary

Travelzoo insiders reported sales totaling 10,000 common shares across two transactions on 08/27/2025 and 08/28/2025, at prices ranging about $9.86–$9.92 per share. The shares sold were held by Azzurro Capital Inc., which continues to beneficially own approximately 3,902,696 shares after the reported sales. The filing shows the beneficial ownership is held indirectly by Ralph Bartel and the Ralph Bartel 2005 Trust through Azzurro Capital Inc., and no derivative transactions were reported. The filing provides price ranges and notes the reporter will supply per-price sale counts on request.

Positive

• Transparent disclosure of share sale price ranges and willingness to provide per-price quantities on request
• No derivative transactions reported, limiting complexity of insider activity
• Substantial remaining stake of approximately 3,902,696 shares indicates continued significant ownership

Negative

• Insider sales occurred: 10,000 shares were sold, which may be viewed negatively by some investors
• Price realization below prior trading levels unknown — the filing shows sale prices near $9.86–$9.92 but does not provide context on market timing

Insights

Financial Analyst

TL;DR: Insiders executed modest open-market sales totaling 10,000 shares; ownership remains large at ~3.9M shares, suggesting limited immediate governance impact.

The transactions are disclosed as open-market sales by Azzurro Capital Inc., reducing its direct holdings by 10,000 shares from the prior position. Given the post-sale beneficial ownership of roughly 3.9 million shares, these disposals represent a small percentage of the reported stake and are unlikely to materially change control or voting outcomes. The filing includes price bands and an offer to provide per-price quantities, which supports transparency. No options, warrants, or other derivative activity appears in Table II.

Corporate Governance Expert

TL;DR: Reported sales are routine insider liquidity events; indirect ownership structure remains unchanged and disclosures satisfy Section 16 reporting requirements.

The transactions are reported under the issuer's Section 16 obligations and the form notes indirect ownership by an individual and a trust through Azzurro Capital Inc. The documentation clarifies sale price ranges and commits to granular disclosure on request, which aligns with good disclosure practice. There is no indication of related-party transfers, derivative exercises, or changes in delegation of voting power. From a governance perspective, the filing signals continued substantial indirect ownership by the same parties.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

AZZURRO CAPITAL INC

(Last) (First) (Middle)

C/O SOVEREIGN MANAGEMENT LIMITED

P.O. BOX 564 SOVEREIGN PLACE

(Street)

GIBRALTAR J1 GX11 1AA

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRAVELZOO [ TZOO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/27/2025		S		2,500	D	$9.91(1)(2)	3,910,196(3)	I(4)	Shares sold were directly owned by Azzurro Capital Inc.
Common Stock	08/28/2025		S		7,500	D	$9.89(2)(5)	3,902,696(3)	I(4)	Shares sold were directly owned by Azzurro Capital Inc.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

AZZURRO CAPITAL INC

(Last) (First) (Middle)

C/O SOVEREIGN MANAGEMENT LIMITED

P.O. BOX 564 SOVEREIGN PLACE

(Street)

GIBRALTAR J1 GX11 1AA

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BARTEL RALPH

(Last) (First) (Middle)

CASELLA POSTALE 823

(Street)

6612 ASCONA V8 6612

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ralph Bartel 2005 Trust

(Last) (First) (Middle)

C/O FEDELTA TRUSTEES (IOM) LIMITED

20 HILL STREET, 2ND FLOOR, DOUGLAS

(Street)

DOUGLAS, ISLE OF MAN Y8 IM1 1EU

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Sale prices for the shares sold ranged from $9.87 to $9.92 per share.

2. The reporting person undertakes to provide, upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each price.

3. The "Amount of Securities Beneficially Owned Following Reported Transaction(s)" represents shares held by Azzurro Capital Inc.

4. Indirect ownership applies to Ralph Bartel and the Ralph Bartel 2005 Trust.

5. Sale prices for the shares sold ranged from $9.86 to $9.90 per share.

Remarks:

	Ralph Bartel, Authorized Signatory	08/29/2025
	Ralph Bartel	08/29/2025
	Ralph Bartel, Authorized Signatory.	08/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions were reported for Travelzoo (TZOO)?

Insiders reported two open-market sales totaling 10,000 common shares on 08/27/2025 and 08/28/2025 at prices ranging approximately $9.86–$9.92 per share.

Who sold the Travelzoo shares according to the Form 4?

The shares were sold from holdings of Azzurro Capital Inc., an entity with indirect beneficial ownership attributed to Ralph Bartel and the Ralph Bartel 2005 Trust.

How many Travelzoo shares does Azzurro Capital Inc. own after the reported sales?

The filing reports approximately 3,902,696 shares beneficially owned by Azzurro Capital Inc. following the transactions.

Were any derivative securities (options, warrants) reported on this Form 4?

No. Table II of the filing contains no reported derivative transactions; only non-derivative common stock sales are listed.

Does the filing provide exact per-price sale quantities?

The filing provides sale price ranges and states the reporting person will provide per-price quantities upon request to the Commission staff, issuer, or security holders.