Travelzoo General Counsel boosts stake, exercises 25k options

Rhea-AI Filing Summary

Travelzoo (TZOO) – Form 4 insider filing

On 06/27/2025, Christina Sindoni Ciocca, a Director and the company’s General Counsel, exercised stock options (Code M).

• Options exercised: 25,000 options at an exercise price of $4.96.
• Shares acquired: 7,890 common shares were added to her direct holdings at the same $4.96 price.
• Post-transaction ownership: 41,513 common shares held directly and 100,000 remaining options.
• Vesting schedule: The option grant vests in eight equal semi-annual installments beginning 06/30/2023 and expires 03/08/2028.

The filing shows no open-market sale; the transaction simply converts derivative securities into common shares, suggesting confidence or routine portfolio management. Total cash outlay is roughly US$39,000—immaterial to Travelzoo’s market capitalization but a mildly positive insider signal.

Positive

• Insider share increase: Director/General Counsel acquired 7,890 shares, signaling potential confidence.
• No sales disclosed: Entire transaction represents an exercise, avoiding negative perception of profit-taking.

Negative

• Minimal size: Transaction value (~$39k) is too small to materially affect insider ownership percentages or investor sentiment.

Insights

Securities Analyst

TL;DR: Small option exercise adds 7,890 TZOO shares; mildly positive insider signal.

The exercise converts 25k options into equity at $4.96, increasing Ciocca’s direct stake to 41,513 shares. There is no sale, so the move does not indicate profit-taking. Though the dollar amount is modest, option exercises ahead of expiration often reflect insider confidence in future price appreciation. Dilution impact is immaterial given Travelzoo’s ~12 million shares outstanding. Overall, this is a minor but positive governance datapoint rather than a material financial event.

Corporate Governance Expert

TL;DR: Routine SEC §16 filing with negligible governance impact.

Form 4 confirms compliance with Section 16 reporting. The officer remains a significant insider holder, aligning management and shareholder interests. No red flags such as late filing, 10b5-1 usage, or simultaneous disposals are present. From a governance standpoint, the event is non-controversial and unlikely to influence board dynamics or investor voting decisions.

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^*

Ciocca Christina Sindoni

(Last) (First) (Middle)

590 MADISON AVE

35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

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

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

X	Form filed by One Reporting Person
	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	06/27/2025		M		7,890	A	$4.96	41,513	D

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
Stock Option (Right-to-Buy)	$4.96	06/27/2025		M			25,000	(1)	03/08/2028	Common Stock	25,000	$0	100,000	D

Explanation of Responses:

1. The options vest semi-annually over four years in eight equal installments starting from June 30, 2023.

Remarks:

	/s/ Christina Sindoni Ciocca	07/01/2025
	** 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

How many Travelzoo (TZOO) shares did Christina Ciocca acquire?

She acquired 7,890 common shares through an option exercise.

What was the option exercise price reported in the Form 4?

The stock options were exercised at $4.96 per share.

Does the filing report any sale of Travelzoo shares?

No. The Form 4 shows an acquisition only; there were no shares sold.

How many common shares does the insider now own directly?

After the transaction, Ciocca directly owns 41,513 common shares.

When do the remaining options held by the insider expire?

The unexercised options expire on 03/08/2028 with semi-annual vesting that began on 06/30/2023.