Form 4: Azzurro Capital, linked to Ralph Bartel, reports TZOO sales

Rhea-AI Filing Summary

Insider sales reported for Travelzoo (TZOO). Azzurro Capital Inc. reported sales of common stock on 08/21/2025 and 08/22/2025 totaling 55,000 shares. The first transaction on 08/21/2025 shows 32,500 shares sold at reported prices around $9.50–$9.69, leaving 3,935,196 shares beneficially owned by Azzurro. The second transaction on 08/22/2025 shows 22,500 shares sold at reported prices around $9.98–$10.08, leaving 3,912,696 shares beneficially owned. The filings identify Ralph Bartel and the Ralph Bartel 2005 Trust as indirect holders through Azzurro Capital Inc. The form includes an undertaking to provide detailed per-price breakdowns upon request.

Positive

• Timely disclosure of insider transactions consistent with Section 16 requirements
• Reporting person committed to provide detailed per-trade price information on request

Negative

• Insider sales totaling 55,000 shares across 08/21/2025 and 08/22/2025, reducing beneficial holdings
• Sales executed at market prices (ranges reported) which may indicate liquidity-taking by a director-affiliated entity

Insights

Securities Analyst

TL;DR: Director-related entity sold 55,000 TZOO shares across two days; disclosure is routine but reduces insider holdings modestly.

The filing documents two open-market sales by Azzurro Capital Inc., an entity linked to director Ralph Bartel. Combined sales of 55,000 shares at roughly $9.50–$10.08 per share modestly reduce the indirect stake reported as ~3.94 million to ~3.91 million shares. The disclosure is complete with price ranges and a commitment to provide per-trade price details on request, indicating compliance with Section 16 reporting requirements. Absent further context (e.g., percent ownership change or timing relative to material events), this is informational rather than materially transformative.

Corporate Governance Expert

TL;DR: Insider sales were disclosed and signed by the reporting person; governance procedures appear followed but selling is noteworthy.

The Form 4 lists Azzurro Capital Inc., Ralph Bartel, and the Ralph Bartel 2005 Trust as reporting persons and shows authorized signatures. Sales occurred on consecutive days and the filer commits to provide detailed price-per-trade data. From a governance perspective, timely and signed disclosure reduces regulatory risk. The transactions themselves represent insider liquidity but the filing does not indicate any policy-driven 10b5-1 plan checkbox, so no affirmative defense is asserted on the face of the form.

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)
08/21/2025

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	08/21/2025		S		32,500	D	$9.55(1)(2)	3,935,196(3)	I(4)	Shares sold were directly owned by Azzurro Capital Inc.
Common Stock	08/22/2025		S		22,500	D	$10.04(2)(5)	3,912,696(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 $9.50 to $9.69 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 $9.98 to $10.08 per share.

Remarks:

	Ralph Bartel, Authorized Signatory	08/25/2025
	Ralph Bartel	08/25/2025
	Ralph Bartel, Authorized Signatory.	08/25/2025
	** 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 were reported for Travelzoo (TZOO)?

Azzurro Capital Inc. reported sales of 32,500 shares on 08/21/2025 and 22,500 shares on 08/22/2025, totaling 55,000 shares sold.

At what prices were the TZOO shares sold?

The filing reports sale price ranges of $9.50–$9.69 for 08/21/2025 and $9.98–$10.08 for 08/22/2025; the Form 4 states exact per-trade details are available on request.

Who are the reporting persons on the Form 4 for TZOO?

The reporting persons are Azzurro Capital Inc., Ralph Bartel, and the Ralph Bartel 2005 Trust, with indirect ownership through Azzurro.

How many TZOO shares remain beneficially owned after the reported sales?

Following the 08/21 sale, Azzurro reported 3,935,196 shares beneficially owned; after the 08/22 sale, reported beneficial ownership is 3,912,696 shares.

Does the Form 4 state the trades were part of a 10b5-1 plan?

No checkbox or explicit statement asserting a 10b5-1 trading plan affirmative defense appears in the provided Form 4 content.