Azzurro Capital Reports Two TZOO Sales; Beneficial Holding Now 3.82M Shares

Rhea-AI Filing Summary

TRAVELZOO (TZOO) Form 4 – Insider Sales by Azzurro Capital and Related Parties

Azzurro Capital Inc reported two non-derivative sales of TRAVELZOO common stock on 09/23/2025 and 09/24/2025. On 09/23/2025 Azzurro sold 7,500 shares at approximately $10.48 per share and the reported beneficial holding afterward was 3,837,696 shares. On 09/24/2025 Azzurro sold 20,000 shares at approximately $10.51 per share, leaving 3,817,696 shares beneficially owned. The filings show the ownership is indirect for reporting persons Ralph Bartel and the Ralph Bartel 2005 Trust and the reporting persons commit to provide detailed breakdowns of shares sold at specific prices upon request. No derivative transactions were reported.

Positive

• Timely and detailed disclosure of share sales including dates, quantities, and price ranges
• Indirect ownership clarified for reporting persons (Ralph Bartel and the Ralph Bartel 2005 Trust)
• No derivative activity reported, limiting complexity of changes in economic exposure

Negative

• Insider sales of 27,500 shares reduced reported beneficial holdings from 3,837,696 to 3,817,696 shares
• Sales represent a reduction in stake (27,500 shares), which some investors may view negatively despite being a small percentage

Insights

Financial Analyst

TL;DR: Routine insider sales totaling 27,500 shares; change equals about 0.72% of the reported post-transaction stake.

The Form 4 discloses direct sales by Azzurro Capital of 7,500 shares on 09/23/2025 and 20,000 shares on 09/24/2025 at per-share prices in the reported ranges. Beneficial ownership decreased from 3,837,696 to 3,817,696 shares for Azzurro Capital, reflecting the 27,500-share reduction. These are transparent transactions with prices disclosed and no derivative activity reported. From a reporting perspective this is a routine liquidity event rather than an indication of a corporate change.

Corporate Governance Expert

TL;DR: Filings properly identify indirect ownership and include explanatory pricing details; disclosure appears compliant.

The Form 4 lists the reporting persons, their addresses, and the indirect ownership relationship for Ralph Bartel and the Ralph Bartel 2005 Trust. The filing provides price ranges and an undertaking to supply detailed per-price quantities on request, which supports disclosure completeness. No amendments or derivative transactions are present. The report meets standard Section 16 transparency expectations.

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).

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)
09/23/2025

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	09/23/2025		S		7,500	D	$10.48(1)(2)	3,837,696(3)	I(4)	Shares sold were directly owned by Azzurro Capital Inc.
Common Stock	09/24/2025		S		20,000	D	$10.51(2)(5)	3,817,696(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 $10.47 to $10.50 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 $10.50 to $10.55 per share.

Remarks:

	Ralph Bartel, Authorized Signatory	09/25/2025
	Ralph Bartel	09/25/2025
	Ralph Bartel, Authorized Signatory.	09/25/2025
	** 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 did TRAVELZOO (TZOO) report on this Form 4?

The filing reports sales of 7,500 shares on 09/23/2025 and 20,000 shares on 09/24/2025 by Azzurro Capital Inc.

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

The Form 4 shows Azzurro Capital beneficially owned 3,817,696 shares following the reported transactions.

At what prices were the TZOO shares sold?

The filing discloses sale prices in ranges: $10.47–$10.50 per share for the 09/23 sales and $10.50–$10.55 per share for the 09/24 sales, with specific line entries at $10.48 and $10.51.

Were any derivative securities reported in this Form 4 for TZOO?

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

Who are the reporting persons on this Form 4?

The reporting entities include Azzurro Capital Inc, Ralph Bartel, and the Ralph Bartel 2005 Trust, with indirect ownership noted for Mr. Bartel and the Trust.