Form 4: AZZURRO CAPITAL Sells 10,000 TRAVELZOO Shares

Azzurro Capital Inc., a 10% owner and director of Travelzoo, reported the sale of 10,000 common stock shares at an average price of $7.75 per share under a 10b5-1 plan.

Summary

• Azzurro Capital Inc., identified as a 10% owner and director of Travelzoo (TZOO), sold 10,000 shares of common stock.
• The transaction occurred on November 4, 2025, and was executed under a Rule 10b5-1(c) plan.
• The shares were sold at prices ranging from $7.71 to $7.85 per share, with an average reported price of $7.75.
• Following this transaction, Azzurro Capital Inc. beneficially owns 3,782,696 shares of Travelzoo common stock.
• The shares sold were directly owned by Azzurro Capital Inc., while the remaining beneficial ownership is indirect, applying to Ralph Bartel and the Ralph Bartel 2005 Trust.

Sentiment

Score: 5

Explanation: A neutral score is assigned because while it is an insider sale, the transaction was conducted under a pre-arranged 10b5-1 plan, which significantly mitigates the negative implications typically associated with insider selling. The volume of shares sold is also not exceptionally large relative to the total beneficial ownership.

Positives

• The sale was conducted under a Rule 10b5-1(c) plan, indicating it was pre-scheduled and not based on new, non-public information, which mitigates concerns about opportunistic insider selling.

Negatives

• A 10% owner and director sold 10,000 shares of common stock, which can sometimes be perceived as a negative signal by the market, despite the 10b5-1 plan.

Risks

• Insider selling, even when pre-planned, can occasionally lead to negative market sentiment or speculation regarding the company's future prospects.

Future Outlook

NA

Management Comments

• 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.

Industry Context

This Form 4 filing reports an insider transaction and does not provide broader industry context or trends for Travelzoo or the travel industry.

Stakeholder Impact

• Shareholders: May view the insider sale with slight caution, though the pre-arranged 10b5-1 plan helps to alleviate concerns about opportunistic selling based on non-public information.

Key Dates

Recommendation

The sale of 10,000 shares by Azzurro Capital Inc., a 10% owner and director, was executed under a pre-arranged Rule 10b5-1(c) plan. This indicates the transaction was scheduled in advance and not based on new, non-public information, thereby mitigating the typical negative signal of insider selling. The amount sold is also relatively small compared to the total beneficial ownership. Therefore, this filing alone does not warrant a change in investment thesis, and a 'hold' recommendation is appropriate.

Keywords

Travelzoo, TZOO, Azzurro Capital, Insider Sale, Form 4, Stock Transaction, 10b5-1 Plan, Beneficial Ownership