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Form 4: Azzurro Capital and Ralph Bartel report TZOO share sales

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Travelzoo (TZOO) insiders reported sales of common stock by Azzurro Capital Inc., Ralph Bartel and the Ralph Bartel 2005 Trust. On 08/29/2025 Azzurro Capital Inc. sold 7,500 shares at prices ranging up to $9.99, reported at $9.94, and on 09/02/2025 it sold 5,000 shares at $9.95. Following these transactions Azzurro Capital Inc. beneficially owned 3,890,196 shares, with Ralph Bartel and the Ralph Bartel 2005 Trust holding indirect ownership. The filing discloses the sales price range $9.87–$9.99 and states the reporting person will provide details on number of shares sold at each price upon request.

Positive

  • Timely disclosure of insider sales with signature by the authorized signatory
  • Reporting commitment to provide per-price allocation details upon request (transparency)

Negative

  • Reduction in beneficial ownership by Azzurro Capital Inc. of 12,500 shares (from 3,902,696 implied to 3,890,196 reported)

Insights

TL;DR: Director-linked entities disclosed modest sales totaling 12,500 Travelzoo shares at ~$9.90 per share; ownership remains in the multi-million share range.

The Form 4 shows scheduled open-market sales by Azzurro Capital Inc. totaling 12,500 shares on 08/29/2025 and 09/02/2025, with reported prices between $9.87 and $9.99 and reported values listed as $9.94 and $9.95 for the two trades. Post-trade beneficial ownership is 3,890,196 shares for Azzurro Capital Inc., with Ralph Bartel and a related trust holding indirect interests. The disclosure is procedural and complies with Section 16 reporting requirements; the absolute change in ownership is small relative to the reported holding.

TL;DR: Insider sales were publicly disclosed and signatures confirm authorized reporting; no additional governance events are reported.

The filing includes signatures from Ralph Bartel as authorized signatory and provides an explicit price range for the sales, plus an undertaking to provide detailed per-price quantities upon request. There are no amendments, option exercises, or other compensation-related events disclosed. The report documents compliance with disclosure protocols but does not indicate any change in board or executive status.

Insider AZZURRO CAPITAL INC, BARTEL RALPH, Ralph Bartel 2005 Trust
Role 10% Owner | 10% Owner | 10% Owner
Sold 12,500 shs ($124K)
Type Security Shares Price Value
Sale Common Stock 5,000 $9.95 $50K
Sale Common Stock 7,500 $9.94 $75K
Holdings After Transaction: Common Stock — 3,890,196 shares (Indirect, Shares sold were directly owned by Azzurro Capital Inc.)
Footnotes (1)
  1. Sale prices for the shares sold ranged from $9.87 to $9.99 per share. 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. The "Amount of Securities Beneficially Owned Following Reported Transaction(s)" represents shares held by Azzurro Capital Inc. Indirect ownership applies to Ralph Bartel and the Ralph Bartel 2005 Trust.
Form 4 Insider Transactions: What Each Field Means →
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)
08/29/2025
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 08/29/2025 S 7,500 D $9.94(1)(2) 3,895,196(3) I(4) Shares sold were directly owned by Azzurro Capital Inc.
Common Stock 09/02/2025 S 5,000 D $9.95 3,890,196(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 $9.99 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.
Remarks:
Ralph Bartel, Authorized Signatory 09/03/2025
Ralph Bartel 09/03/2025
Ralph Bartel, Authorized Signatory. 09/03/2025
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions were reported for Travelzoo (TZOO)?

Azzurro Capital Inc. sold 7,500 shares on 08/29/2025 and 5,000 shares on 09/02/2025; sale prices ranged from $9.87 to $9.99.

How many shares does Azzurro Capital Inc. beneficially own after these transactions?

The filing reports Azzurro Capital Inc. beneficially owns 3,890,196 shares following the reported sales.

Who are the reporting persons on this Form 4?

The reporting entities are Azzurro Capital Inc., Ralph Bartel, and the Ralph Bartel 2005 Trust, with indirect ownership attributed to Mr. Bartel and the trust.

What price details are provided for the sold shares?

The filing states sale prices ranged between $9.87 and $9.99 and lists reported prices of $9.94 and $9.95 for the two transactions.

Does the Form 4 indicate any options, grants, or derivative transactions?

No. Table II for derivative securities contains no reported transactions or holdings in this filing.