[Form 4] Travelzoo Insider Trading Activity

Rhea-AI Filing Summary

Travelzoo insider Form 4 summary: Azzurro Capital Inc., reporting as a director and 10% owner, reported the sale of 10,000 shares of Travelzoo (TZOO) on 09/08/2025 at prices ranging from $9.78 to $9.91 per share, with a single reported price of $9.85. After the transaction Azzurro Capital Inc. is shown as beneficially owning 3,880,196 shares. The filing lists Ralph Bartel and the Ralph Bartel 2005 Trust as having indirect ownership interests and includes an undertaking to furnish details of the number of shares sold at each price upon request.

Positive

• Transparent disclosure of insider sale details including date and price range
• Large retained stake shown: 3,880,196 shares remain beneficially owned by Azzurro Capital Inc.
• Commitment to provide details on number of shares sold at each price upon request supports regulatory transparency

Negative

• Insider sale of 10,000 shares could be perceived negatively by some investors despite small size
• Price range indicates multiple execution prices which may raise questions requiring allocation disclosure

Insights

Securities Analyst

TL;DR: Small block sale by a large insider holder; disclosure maintains transparency but likely not materially changes control.

The Form 4 reports a single sale of 10,000 common shares by Azzurro Capital Inc. executed on 09/08/2025 at prices between $9.78 and $9.91 per share. The holder remains a significant beneficial owner with 3,880,196 shares following the trade. From a market-impact perspective, the quantity sold is small relative to the remaining stake, indicating limited immediate effect on ownership concentration. The filing complies with Section 16 disclosure and includes offered price-range detail and an undertaking to provide per-price allocation if requested.

Corporate Governance Expert

TL;DR: Routine insider sale disclosed under Section 16; recordkeeping and indirect ownership are clearly stated.

The Form 4 clearly identifies reporting persons, their addresses, and relationship to the issuer as directors and 10% owners. It documents indirect ownership for Ralph Bartel and the Ralph Bartel 2005 Trust and provides an explicit note that shares sold were directly owned by Azzurro Capital Inc. Signatures from the authorized signatory are present, and the filer offers to provide granular sale allocation data to regulators or stakeholders, supporting transparency and regulatory compliance.

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)
09/08/2025

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	09/08/2025		S		10,000	D	$9.85(1)(2)	3,880,196(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 $9.78 to $9.91 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	09/10/2025
	Ralph Bartel	09/10/2025
	Ralph Bartel, Authorized Signatory.	09/10/2025
	** 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.

FAQ

What insider transaction was reported for Travelzoo (TZOO)?

Azzurro Capital Inc. reported the sale of 10,000 Travelzoo shares on 09/08/2025 at prices ranging from $9.78 to $9.91 per share.

How many Travelzoo shares does Azzurro Capital Inc. beneficially own after the sale?

The filing reports Azzurro Capital Inc. beneficially owns 3,880,196 shares following the transaction.

Who are the reporting persons named on the Form 4?

The Form 4 lists Azzurro Capital Inc., Ralph Bartel, and the Ralph Bartel 2005 Trust with Ralph Bartel identified as an authorized signatory.

Does the filing provide exact per-price share allocations?

No; the filing provides a price range of $9.78 to $9.91 and states the reporting person will provide per-price share counts upon request by the Commission staff, the issuer, or a security holder.

Is the reported sale a direct or indirect disposition?

The shares sold were directly owned by Azzurro Capital Inc.; indirect ownership references apply to Ralph Bartel and the Ralph Bartel 2005 Trust.