Form 4: Azzurro Capital, Ralph Bartel disclose TZOO sales totaling 23,700 shares

Rhea-AI Filing Summary

Travelzoo (TZOO) insiders disclosed open-market sales on August 12-13, 2025. Azzurro Capital Inc. sold 20,000 shares on 08/12/2025 at prices ranging $10.11–$10.58 and sold 3,700 shares on 08/13/2025 at $10.43–$10.58. After these transactions Azzurro Capital Inc. is reported to beneficially own 3,967,696 shares. The filings show that Ralph Bartel and the Ralph Bartel 2005 Trust hold indirect ownership through Azzurro Capital Inc. The reporting person offers to provide detail on the number of shares sold at each price on request.

Positive

• Transparent disclosure: Form 4 lists transaction dates, aggregate shares sold, price ranges, and post-transaction beneficial ownership.
• Retention of material stake: Azzurro Capital Inc. still beneficially owns 3,967,696 shares after the reported sales.

Negative

• Insider selling: Azzurro Capital Inc. sold a total of 23,700 shares on 08/12/2025 and 08/13/2025, which reduces insider holdings.
• Limited price detail in form: The filing provides price ranges and requests for on-demand per-price allocations rather than listing per-trade quantities at each price.

Insights

Securities Analyst

TL;DR: Significant insider selling disclosed; beneficial ownership remains concentrated.

The Form 4 reports routine open-market dispositions by Azzurro Capital Inc. totaling 23,700 shares across two dates at prices in the $10.11–$10.58 band. Post-transaction beneficial ownership is 3,967,696 shares, indicating the entity retains material holdings. The filing discloses indirect ownership by Ralph Bartel and the Ralph Bartel 2005 Trust, and includes an offer to provide per-price allocation on request which preserves transparency on execution details. Impact is informational unless tied to larger pattern of disposals.

Corporate Governance Expert

TL;DR: Insider sales documented with required disclosures; ownership structure is indirect through an investment vehicle.

The disclosure complies with Section 16 reporting: it lists transaction codes, aggregate amounts sold, and resulting beneficial ownership. Indirect ownership by named individuals and a trust is explicitly stated, clarifying control relationships. The form includes signatures and explanatory notes on sale price ranges and availability of granular allocation data, which supports record completeness. Materiality is limited to the magnitude of the sale relative to total holdings shown in the filing.

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)
08/12/2025

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	08/12/2025		S		20,000	D	$10.14(1)(2)	3,971,396(3)	I(4)	Shares sold were directly owned by Azzurro Capital Inc.
Common Stock	08/13/2025		S		3,700	D	$10.51(2)(5)	3,967,696(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 $10.11 to $10.58 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 $10.43 to $10.58 per share.

Remarks:

	Ralph Bartel, Authorized Signatory	08/14/2025
	Ralph Bartel	08/14/2025
	Ralph Bartel, Authorized Signatory.	08/14/2025
	** 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 transactions were reported for Travelzoo (TZOO)?

The Form 4 reports Azzurro Capital Inc. sold 20,000 shares on 08/12/2025 and 3,700 shares on 08/13/2025 in open-market transactions.

What were the sale price ranges in the filings?

The filing states sale prices ranged from $10.11 to $10.58 for the 08/12 sales and from $10.43 to $10.58 for the 08/13 sales.

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

After the reported transactions, Azzurro Capital Inc. is shown to beneficially own 3,967,696 shares of Travelzoo common stock.

Who are the reporting persons named on the Form 4?

The filing names Azzurro Capital Inc., Ralph Bartel, and the Ralph Bartel 2005 Trust; Ralph Bartel is listed as an authorized signatory.

Does the filing explain indirect ownership?

Yes. The filing states that indirect ownership applies to Ralph Bartel and the Ralph Bartel 2005 Trust and that the post-transaction amounts represent shares held by Azzurro Capital Inc.