UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

Form 10-K

______________________________________________________________________________

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~ 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No.: 000-50171

_______________________________________________________________________________

Travelzoo

(Exact name of registrant as specified in its charter)

________________________________________________________________________________


Delaware			36-4415727
(State or other jurisdiction of incorporation or organization)			(I.R.S. employer identification no.)

590 Madison Avenue, 35th Floor New York, New York			10022
(Address of principal executive offices)			(Zip code)

Registrant’s telephone number, including area code: +1 (212) 516-1300

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

TZOO

The NASDAQ Stock Market

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

_________________________________________________________________________________

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of June 30, ~~2024~~2025, the aggregate market value of voting stock held by non-affiliates of the Registrant, based upon the closing sales price for the Registrant's common stock, as reported on the NASDAQ Global Select Market, was $5588,~~468~~813,~~866~~773.

The number of shares of the Registrant's common stock outstanding as of March 179, ~~2025~~2026 was 1110,~~245~~932,~~137~~337 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for its ~~2025~~2026 Annual Meeting of Stockholders are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11, 12, 13, and 14.

Table of Contents

TRAVELZOO

Table of Contents

PART I			Page
Item 1. Business			4
Item 1A. Risk Factors			1110
Item 1B. Unresolved Staff Comments			2423
Item 1C. Cybersecurity			2423
Item 2. Properties			2524
Item 3. Legal Proceedings			2524
Item 4. Mine Safety Disclosure			2524
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			2625
Item 6. Reserved			2726
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			2726
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			3837
Item 8. Financial Statements and Supplementary Data			3938
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures			6967
Item 9A. Controls and Procedures			6967
Item 9B. Other Information			7068
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			7068
PART III
Item 10. Directors, Executive Officers and Corporate Governance			7169
Item 11. Executive Compensation			7169
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			7169
Item 13. Certain Relationships and Related Transactions, and Director Independence			7169
Item 14. Principal Accountant Fees and Services			7169
PART IV
Item 15. Exhibits and Financial Statement Schedules			7270
Item 16. Form 10-K Summary			7472
Signatures			7573

PART I

Forward-Looking Statements

The information in this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations, assumptions, estimates and projections about Travelzoo and our industry. These forward-looking statements are subject to the many risks and uncertainties that exist in our operations and business environment that may cause actual results, performance or achievements of Travelzoo to be different from those expected or anticipated in the forward-looking statements. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as “may”, “will”, “should”, “estimates”, “predicts”, “potential”, “continue”, “strategy”, “believes”, “anticipates”, “plans”, “expects”, “intends”, and similar expressions are intended to identify forward-looking statements. Travelzoo's actual results and the timing of certain events could differ significantly from those anticipated in such forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those discussed elsewhere in this report in Part I Item 1A and the risks discussed in our other Securities and Exchange Commission (“SEC”) filings. The forward-looking statements included in this report reflect the beliefs of our management on the date of this report. Travelzoo undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other circumstances occur in the future.

Item 1. Business

Overview

Travelzoo® (including its subsidiaries and affiliates, the “Company” or “we”) is a global Internet media company. We operate Travelzoo®, the club for travel enthusiasts, isJack’s aFlight ~~global~~Club®, ~~Internet~~and ~~media~~Travelzoo ~~company~~META. We reach 30 million travelers. Club Members, who pay a membership fee, receive Club Offers ~~personally~~negotiated ~~reviewed~~and rigorously vetted by our deal experts around the globe. WeOur ~~work~~relationships ~~in partnership~~ with thousands of top travel suppliers—~~our long-standing relationships~~ give us access to irresistible ~~offers~~deals. Our club and its benefits are built around the lifestyle of a travel enthusiast.

Travelzoo attracts a high-quality audience of travel enthusiasts across multiple digital platforms, including email, websites, social media and mobile applications. ~~The Travelzoo website is visited by over 6 million unique visitors monthly.~~ We have over 54.7 million social media followers on Facebook, Instagram, X and WeChat and, to date, our iOS and Android mobile applications have been downloaded 7.8.1 million times.

Our most important products and services are the Travelzoo website (travelzoo.com), the Travelzoo iOS and Android apps, the Top 20® email newsletter, Standalone email newsletters, the Travelzoo Network, and Jack's Flight Club®. Our Travelzoo website and newsletters include Local Deals and Getaways listings that allow our members to purchase vouchers for offers from local businesses such as spas, hotels and restaurants. Jack's Flight Club is a subscription service that provides members with information about exceptional airfares.

Thousands of travel and local providers use our advertising and marketing services~~, including Exoticca, Inspiring Vacations, Prestige Travel+Cruise, TraveloDeals, Globus Family of Brands, Tripmasters Inc~~., Destination Weddings Travel Group, Holland America Line, TripToGo, Gate 1 Travel, Visit Santa Barbara, Online Vacation Center, Princess Cruises, Travel Discounters, Vacation Express, Fiji Airways, Virgin Voyages, Wingbuddy.com, Rocky Mountaineer Vacations, Transat Tours Canada Inc. and WestJet Airlines.

The Company generates revenue from advertising and commerce, membership fees, and other sources.

Advertising revenue consists primarily of (a) advertising fees paid by travel companies for the publishing of their offers on Travelzoo’s media properties, (b) ~~commission~~commissions and revenues generated from the sale of Getaways vouchers and bookings on our hotel platform, and (c) publishing fees from high-quality local businesses, sale of Local Deals vouchers and entertainment offers. We typically recognize advertising revenues upon delivery of emails or clicks, as tracked by our internal platform or third-party platforms. We recognize revenue upon the sale of vouchers, upon notification of the amount of direct bookings or upon delivery of emails. We recognize a percentage of the face value of vouchers upon the sale of the vouchers, net of an allowance for refunds.

Membership fee revenue consists of subscription fees paid by Travelzoo, and Jack's Flight Club~~, and Travelzoo META members~~. Travelzoo® membership has historically been free, however, on January 1, 2024, Travelzoo introduced an annual membership fee of $40 (or local equivalent) for new members in the United States, Canada, United Kingdom and Germany, with the 2024 annual fee waived for existing members as of December 31, 2023. On January 1, 2026, we increased the annual membership fee to $50 for new members in the United States only. For existing Club Members, the new pricing will apply from the next renewal of their membership after February 1, 2026. Jack’s Flight Club subscription options are quarterly, semi-annually, and annually. We recognize subscription revenues ratably over the respective subscription periods. ~~For Travelzoo META, a founding membership was launched in 2023 following a test-and-learn strategy.~~

Other revenue consists of licensing fees from license agreements, as well as the retail business originally operated by Metaverse Travel Experiences LLC ("MTE") and acquired and maintained by the Company following the acquisition of MTE.

~~Other~~We ~~revenue~~also ~~consists~~license ofTravelzoo ~~licensing~~products, ~~fees~~services ~~from~~and ~~license~~intellectual ~~agreements~~property to licensees in (a) Australia, asNew ~~well~~Zealand, asand ~~the~~Singapore ~~retail~~and ~~business~~(b) ~~originally~~Japan ~~operated~~and bySouth ~~Metaverse~~Korea, ~~Travel~~in ~~Experiences~~each case, ~~LLC~~where ~~("MTE")~~the Company is entitled to quarterly royalty payments based on a percentage of net revenue. The Company recognized $68,000 and ~~acquired~~$71,000 in royalties in 2025 and ~~maintained~~2024, byrespectively. Under the ~~Company~~licensing ~~following~~agreements, Travelzoo's existing members in the ~~acquisition~~applicable ofterritories ~~MTE.~~continue to be owned by the Company.

WeThe ~~also~~Company ~~license~~has four reportable operating segments: Travelzoo ~~products~~North America, ~~services~~Travelzoo Europe, Jack’s Flight Club and ~~intellectual~~New ~~property~~Initiatives. toTravelzoo ~~licensees~~North inAmerica ~~(a)~~consists ~~Australia,~~of ~~New~~the ~~Zealand,~~Company’s ~~and~~operations ~~Singapore~~in the U.S. and ~~(b)~~Canada. ~~Japan~~Travelzoo ~~and~~Europe ~~South~~consists ~~Korea,~~of the Company’s operations in ~~each~~France, ~~case~~Germany, ~~where~~Spain, and the ~~Company~~UK. isJack’s ~~entitled~~Flight Club consists of subscription revenue from premium members to ~~quarterly~~access ~~royalty~~and ~~payments~~receive ~~based~~flight ondeals avia ~~percentage~~email ofor ~~net~~mobile ~~revenue~~applications. ~~The~~New ~~Company~~Initiatives ~~recognized~~consists ~~$71~~of Travelzoo’s licensing business,~~000~~ Travelzoo META and ~~$71,000~~MTE. inFor ~~royalties~~the inyear ~~2024~~ended ~~and~~December 31, ~~2023~~2025, ~~respectively.~~Travelzoo ~~Under~~North ~~the~~America ~~licensing~~operations ~~agreements~~comprised 66% of revenues, Travelzoo's ~~existing~~Europe ~~members~~operations incomprised ~~the~~28% ~~applicable~~of ~~territories~~revenues ~~continue~~and toJack’s beFlight ~~owned~~Club byoperations ~~the~~comprised ~~Company~~6% of revenues.

The Company has four reportable operating segments: Travelzoo North America, Travelzoo Europe, Jack’s Flight Club and New Initiatives. Travelzoo North America consists of the Company’s operations in the U.S. and Canada. Travelzoo Europe consists of the Company’s operations in France, Germany, Spain, and the UK. Jack’s Flight Club consists of subscription revenue from premium members to access and receive flight deals via email or mobile applications. New Initiatives consists of Travelzoo’s licensing business, Travelzoo META and MTE. For the year ended December 31, 2024, Travelzoo North America operations comprised 66% of revenues, Travelzoo Europe operations comprised 29% of revenues and Jack’s Flight Club operations comprised 5% of revenues.

Our principal business office is located at 590 Madison Avenue, 35th Floor, New York, New York 10022.

As of December 31, ~~2024~~2025, there were 1110,~~835~~932,~~976~~337 shares of common stock outstanding.

Travelzoo is listed on the NASDAQ Global Select Market under the symbol “TZOO.”

Our Industry

According to the World Travel & Tourism Council (WTTC), the global Travel & Tourism industry ~~grew~~experienced ~~13%~~significant growth in ~~2023~~2025, toreaching ~~reach~~historic ~~more~~record-breaking ~~than~~levels. The global sector's total economic contribution grew about 7% year-over-year in 2025, reaching $111.7 trillion (approximately 10% of global GDP). This figure includes direct, ~~with~~indirect aand ~~return~~induced contributions to ~~pre-pandemic~~global ~~levels~~GDP ~~anticipated~~and byreflects ~~2025~~a continued recovery and expansion of travel and tourism worldwide. The WTTC forecasts that the global value of Travel & Tourism will grow by over 50% in the coming decade, expanding the industry’s value, contribution to GDP and employment. The United States was revealed as the world’s most powerful Travel & Tourism market, with Germany, the United Kingdom and France in the third, fifth and sixth spots, respectively.

Our mission, as the club for travel enthusiasts, is to provide our members with the highest quality information about the best travel, entertainment and local offers and to provide unique benefits designed to support the lifestyle of a travel enthusiast. Based upon this outlook for the travel industry, and our presence in the United States, Germany, the United Kingdom and France, we believe we are well positioned to continue pursuing our mission and growing our business.

Digital Advertising

Digital advertising, the primary means by which we operate, has been growing continuously. According to Zenith, online advertising continues to lead as the fastest growing category of advertising. ~~and~~Digital ischannels ~~expected~~were forecast to account for 59%, orof ~~approximately~~total ~~$550~~global ~~billion~~ad spend in 2025, reflecting annual growth of ~~global~~about ~~advertising~~6.8%. ~~spending~~Zenith inprojected ~~2024~~that, ~~with~~going ~~continued~~forward, ~~growth~~digital inadvertising ~~2025~~would keep expanding its share. Although traditional media outlets such as print (magazines and newspapers), television and radio continue to be another medium for travel, entertainment and local providers to advertise offers, the percentage spent on advertising in these traditional media outlets has been decreasing.

We believe that several factors are motivating and will continue to motivate travel, entertainment and local providers to focus a majority of their spending on the digital advertising of offers:

•Digital Media Is Consumers' Preferred Information Source. Market research shows that digital media formats are consumers' preferred information source for travel.

•Broad and Timely Audience Reach. With a majority of consumers researching, shopping and transacting on their mobile devices, tablets and computers on a daily basis, we believe digital advertising is the most effective way for businesses to quickly provide relevant information and enter into a consumer’s decision set.

•Other Benefits of Digital Advertising. Other benefits to advertisers of digital compared to traditional media include more precise audience targeting, real-time listings, real-time updates and performance tracking. Digital media also allows advertisers to advertise their sales and specials in a fast, flexible, and cost-effective manner.

We believe that travel, entertainment and local businesses often face the challenge of being able to quickly and effectively market and sell their excess inventory (i.e., airline seats, hotel rooms, cruise cabins, theater seats, spa appointments or restaurant seats that are likely to be unfilled) and, therefore, need a fast, flexible, and cost-effective solution for marketing excess inventory. The solution must be fast because such travel-related services (e.g., flash sales, mistake fares or rates, etc.) are a quickly expiring commodity. The solution must be flexible because the demand for excess inventory is difficult to forecast. The marketing must be cost-effective because excess inventory is often sold at highly discounted prices, which lowers margins.

In ~~contrast~~recent years, wedigital ~~believe~~advertising ~~that~~has ~~traditional~~shifted towards social media. ~~formats~~Social ~~(print~~media ad spend continues to grow strongly, TVreaching ~~and~~approximately ~~radio~~$247 ~~advertising)~~billion ~~suffer~~in ~~from~~2024, according to WARC Media. This represented a ~~number~~significant year-on-year increase of ~~limitations~~14.3%. ~~with~~Key ~~respect~~drivers toof ~~advertising~~the ~~excess~~spend ~~inventory~~in 2024 were Meta, which doaccounted ~~not~~for ~~apply~~roughly to63% ~~digital~~of ~~advertising~~the total global social spend, and formats like TikTok and Instagram Reels (video), which saw explosive growth, with social video spend rising by 20% as brands shifted towards short-form engagement. While email marketing still outperforms social media: in conversions and return-on-investment, social media can be better for brand awareness, product discovery and broad audience engagement (e.g., around 51% of consumers say they discover new products through social ads). Companies are increasingly viewing social platforms as core advertising channels.

~~•Advance~~While ~~commitments~~we ~~and~~have ~~scheduling~~always ~~are~~had ~~typically~~a ~~required~~strong ~~prior~~presence on social media and offered advertising opportunities to ~~publication~~our orpartners ~~airing~~via ~~dates~~various channels, ~~making~~we believe it ~~difficult~~is important to ~~advertise~~note ~~last~~the shift towards social media and the importance to provide a multi-~~minute~~channel ~~inventory;~~solution to clients and partners that includes comprehensive social media support, in addition to traditional digital advertising channels. We also note the importance of switching formats to video and supporting video throughout the Travelzoo user experience (acquisition, membership, etc.). This has become an integral priority and focus for us.

~~•Ads~~Subscription ~~often cannot be updated (e.g., change price or offer) once published, or deleted when an offer is sold out;~~Services

•AHistorically, ~~small~~Travelzoo ~~number~~has ofprovided ~~traditional~~free ~~media~~membership ~~outlets~~for ~~can~~consumers, ~~reduce~~while ~~competition~~generating revenue from advertising fees and commissions. Upon the acquisition of 60% of Jack’s Flight Club in ~~many~~2020, ~~markets~~we entered the market for paid subscription services, ~~resulting~~adding another revenue stream to our business. Beginning in ~~relatively~~2024, ~~high~~new Travelzoo members are charged an annual fee of $40 (or similar amount in their local currency), with the 2024 annual fee waived for existing members as of December 31, 2023. In 2025, we began to increase the number of Club Members significantly and see positive adoption rates for ~~traditional~~the ~~advertising;~~paid membership, however, we cannot yet predict whether this will continue at the same or a different rate. On January 1, 2026, we increased the annual membership fee for Travelzoo members in the United States to $50 for new members. For existing members, the new pricing will apply from the next renewal of their membership after February 1, 2026. We are investing in acquiring new Club Members, so long as the return and efficiencies are attractive. We believe that we are currently able to achieve an attractive return on investment (ROI) and payback.

~~•Detailed performance tracking is often not available for offline advertising in a manner that enables optimization;~~Metaverse

~~•Creative~~In ~~content~~2023 we launched Travelzoo META to extend the range of travel, entertainment and local experiences we offer to consumers to the Metaverse. According to Precedence Research, the U.S. Metaverse market in 2025 is estimated at approximately $32 billion of revenue. The market is anticipated to grow rapidly and is forecasted to reach $395 billion by 2034. The Metaverse offers experiences that can be ~~expensive~~immersive and provide social features, enabling consumers to virtually travel geographically and through space and time. Travelzoo META is exploring options to further develop; its service and offerings, including leveraging the capabilities of MTE, which we acquired in December, 2022. We plan to include Metaverse travel experiences as a benefit of Travelzoo club membership in 2026, allowing us to utilize and leverage all we have learned and developed over the past few years for Travelzoo META for the benefit of our Club Members.

•Delivery of traditional media can be slow, with limited touchpoints to a consumer.

We believe Travelzoo is well-positioned to continue assisting travel partners with advertising their excess inventory, in ways that traditional print, TV and radio advertising cannot, particularly as the demand for travel returns to pre-pandemic levels.

Subscription Services and the Metaverse

Historically, Travelzoo has provided free membership for consumers, while generating revenue from advertising fees and commissions. Upon the acquisition of 60% of Jack’s Flight Club in 2020, we entered the market for paid subscription services, adding another revenue stream to our business. Beginning in 2024, new Travelzoo members are charged an annual fee of $40 (or similar amount in their local currency), with the 2024 annual fee waived for existing members as of December 31, 2023. We cannot yet predict trends in consumer adoption of paid membership for Travelzoo, although as anticipated, because of the waiver of the fee for existing members, it did not yet contribute materially to our financial results in 2024. We are scaling and diversifying our marketing and advertising strategies to acquire new paying members and convert existing free members.

In 2023 we launched Travelzoo META to extend the range of travel, entertainment and local experiences we offer to consumers to the Metaverse. According to Precedence Research, the U.S. Metaverse market in 2025 is estimated at approximately $32.7 billion of revenue. The market is anticipated to grow rapidly and is forecasted to reach $395.15 billion by 2034. The Metaverse offers experiences that can be immersive and provide social features, enabling consumers to virtually travel geographically and through space and time. Travelzoo META is exploring options to further develop its service and offerings, including leveraging the capabilities of MTE, which we acquired in December, 2022. We believe developing a service for Metaverse travel experiences will enable us to be a first-mover in this fast-growing space.

Our Products and Services

The following table presents an overview of our products and services:

Product

Content

PublicationSchedule

Reach/Usage*

Advertiser Benefits

Consumer Benefits

Travelzoo website

Website available in the U.S., Canada, France, Germany, Spain, and the U.K., as well as via licensees in Australia and Japan, listing thousands of outstanding offers from more than 5,000 travel, entertainment and local businesses

24/7

~~over 6 million unique visitors per month~~

Broad reach, sustained exposure, targeted placements by destination and travel segment

24/7 access to offers, ability to search and browse by destination or keyword

Travelzoo Newsletters

Including the Travelzoo Top 20 and Standalone emails

2726.0 million travelers

Travelzoo Top 20

Popular email newsletter listing 20 of the week's most outstanding offers

Weekly

Mass “push” advertising vehicle to quickly stimulate incremental travel and entertainment purchases

Weekly access to 20 outstanding, handpicked offers chosen by our internal deal experts from among thousands

Standalone emails

Regionally targeted email newsletter service, usually with a single newsworthy travel and entertainment offer, which can include Local Deals and Getaways offers

As needed

Regional targeting, 100% share of voice for advertiser, flexible publication schedule

Daily travel and local offers and ideas

Travelzoo Network

A network of third-party websites that list outstanding offers published by Travelzoo

24/7

Over ~~400~~500 third-party websites

Drives qualified users with substantial distribution beyond the Travelzoo audience

Contextually relevant travel offers that have been handpicked and professionally reviewed by our internal experts

Travelzoo mobile applications

iOS and Android applications that allow users to discover the best travel, entertainment and local offers

On-demand

7.8.1 million downloads

Allows travel, entertainment and local offers advertisers to reach our audience that is on the go

24/7 access to travel, entertainment and local offers for consumers that are on the go

Jack's Flight Club website

Website available in the U.S, U.K., Germany, Netherlands, Luxembourg, Norway, Sweden, Denmark, Belgium, listing up to date exceptional airfares to ~~paying~~ members

24/7

~~417~~470,000 visitors per month

N/A

24/7 access to alerts, travel advice and guides. Ability to change user settings

Jack's Flight Club mobile application

App available in the U.S, U.K., Germany, Netherlands, Luxembourg, Norway, Sweden, Denmark, Belgium, listing up to date exceptional airfares to ~~paying~~ members

1–12 per week depending on membership level and region

~~208~~147,~~083~~905 sessions per month

N/A

~~Timely~~Changed ~~alerts~~to ~~and~~benefit ~~push notifications~~ of ~~new~~premium ~~alerts,~~(paying) ~~24/7~~members ~~access~~only toin ~~alerts,~~Q4 ~~ability to change user settings and select departure airport~~2025

Jack's Flight Club newsletters

Regionally targeted newsletter alerting of outstanding cheap airfares and including articles about travel destinations and other newsworthy travel content. Newsletter includes paid and unpaid subscribers

1–12 per week depending on membership level and region

2.5 million emails per week

N/A

Breaking news flight offers and travel advice

* For Travelzoo website, Top 20, Standalone emails (which can include Local Deals and Getaways), Travelzoo Network and Travelzoo mobile applications, reach/usage information is based on internal Travelzoo statistics as of December 31, ~~2024~~2025. For Jack’s Flight Club, reach/usage information is based on data from Google Analytics and internal Jack’s Flight Club statistics from the Jack's Flight Club CRM platform as of December 31, ~~2024~~2025.

Our Audience

With reach of 30 million travelers worldwide, we attract a high-quality audience of travel enthusiasts. We inform our audience about compelling offers sourced from over 5,000 providers worldwide. These offers are published by Travelzoo and its licensees in multiple languages across multiple digital channels and platforms, including email, websites, social media and mobile applications. We publish offers on Travelzoo and Jack’s Flight Club branded digital properties, as well as on third-party media properties via the Travelzoo Network, across which we syndicate our offer content.

Benefits to Travel, Entertainment and Local Businesses

Through the quality of our offer content and longstanding trust established in our brand, we attract an active and engaged audience of enthusiasts who our advertisers benefit from accessing. Key features of our services for advertisers include:

•Real-Time Offer Listings and Updates. Our services enable clients to advertise special offers on a real-time basis and update offers as their supply and demand conditions change.

•Real-Time Performance Reports. We provide clients with real-time tracking of the performance of their advertising campaigns, helping them to optimize their spend, by removing or updating unsuccessful listings and further promoting successful listings.

•Global Reach. We offer clients access to our large membership base of over 30 million consumers across the globe.

•Audience Targeting. As members submit their zip codes upon joining Travelzoo services, we are able to present offers to specific audiences that advertisers may perceive as geographically desirable, as well as presenting our Local Deals to members who live or work near those local businesses.

•Multichannel Approach. While email continues to be our primary channel, we pursue a multichannel approach with presence on various social media channels, native ad networks, affiliate networks, paid search and more. This allows advertisers’ offers to reach Travelzoo members where they are spending most of their time online.

Benefits to Consumers

Travelzoo membership provides consumers with a valuable array of benefits that we believe distinguish our products and services from other providers and engender strong brand equity and loyalty. Key features of our products and services include:

•Curation of Carefully Selected Offers From Extensive Array of Providers. Through our multiple digital products and services, Travelzoo alerts our members to current offers carefully selected by our deal experts from more than 5,000 travel, entertainment and local providers. This saves consumers time when searching for deals, sales and specials.

•Best-in-Market Offers. Travelzoo experts research, negotiate and ensure that offers advertised through Travelzoo meet our high standards for quality and value, giving members peace of mind that they are best-in-market. Leveraging our scale, operating history and strong relationships, we believe the offers we source are generally superior to opportunities members may otherwise access individually or through other providers.

•Current Information. Compared to print, TV or radio advertisements, we provide consumers more current information, since our technology enables suppliers to update their listings on a real-time basis.

•Reliable Information. We operate a Test Booking Center to check the availability of travel, entertainment and local deals before publishing offers to our members.

•Dedicated Member Service. Travelzoo provides members with dedicated member service which we manage, through telephone and email. Our dedicated service team enriches our value proposition for members and reinforces a positive brand association for Travelzoo and our advertiser clients.

~~Jack’s Flight~~ Club’s ~~flight~~membership ~~alert~~has ~~newsletters~~also ~~provide~~allowed ~~members~~us ~~with~~to ~~the~~add ~~best~~additional ~~airfares~~benefits for ~~their chosen departure airports, as sourced by~~ our ~~expert team of flight finders~~members, ~~utilizing~~which ~~technology~~empowers them to ~~search~~live ~~thousands~~the lifestyle of ~~data~~a ~~points~~travel ~~each day and meeting our rigorous quality standards~~enthusiast. ToThese ~~maintain~~benefits ~~their independence~~include, ~~flight~~but ~~alert newsletters~~ are not ~~sponsored~~limited ~~by third parties and Jack’s Flight Club does not receive any commissions or payments for content published within the newsletters.~~to:

~~Growth~~•Club ~~Strategy~~Offers: With a true closed user group of highly engaged members, Travelzoo is able to use its negotiating leverage to secure high-quality offers from high-end partners, available only to Club Members. These offers are available only on Travelzoo and cannot be found on other travel sites.

~~Our~~•Member ~~growth~~Days: ~~strategy~~4x isper ~~predicated on building our trusted travel~~year, ~~entertainment~~Travelzoo ~~and~~provides ~~local~~access ~~brands; increasing the value of our membership base and their engagement with our content; enticing advertisers~~ to ~~provide~~Club ~~more~~Members ~~exclusive~~only ~~and compelling offers for us~~ to ~~publish,~~48-hour ~~and~~sale ~~innovating with new experiences and revenue streams~~events.

•Lounge Access for Delayed Flights: Club Members receive complimentary lounge access in case of a flight delay of one hour or more. This benefit is available for up to three companions and no matter where the Club Member booked the flight.

•~~Building~~Travel ~~Our~~Enthusiast ~~Trusted~~HotlineTM: ~~Brands.~~Travelzoo Wenow ~~believe~~provides ~~that~~specialized ~~trust~~travel isassistance anservices ~~essential~~(covering ~~cornerstone~~medical, topersonal ~~our brand~~ and ~~has~~logistical ~~been~~needs) ~~central~~in topartnership the growth and retention of our membership base over the past twenty-five years. We have built our reputation over time through publishing high-quality content featuring carefully curated offers which members value, and supporting member purchases with ~~excellent~~Allianz ~~service~~Partners. AsThese ~~travel~~services ~~and~~provide ~~entertainment~~support ~~can~~for beClub ~~complex~~Members ~~and~~whenever ~~highly-considered purchases, we believe that satisfaction is essential to every interaction or transaction our members have with us,~~ and ~~that~~wherever ~~our~~they ~~brand~~are ~~and reputation support our future growth~~traveling.

~~•Increasing~~Jack’s ~~the~~Flight ~~Value~~Club’s ~~and~~flight ~~Engagement~~alert ofnewsletters ~~Our~~provide ~~Membership~~members ~~Base.~~with ~~While~~the ~~media~~best ~~brands~~airfares ~~often~~for ~~purport~~their ~~relevance~~chosen ~~and~~departure ~~sell~~airports, ~~advertising~~as ~~placements~~sourced ~~based~~by onour ~~audience~~expert ~~size,~~team weof ~~believe~~flight ~~that~~finders, ~~advertisers~~utilizing ~~increasingly~~technology ~~value~~to ~~the~~search ~~quality~~thousands of ~~the~~data ~~audiences~~points ~~accessed,~~each asday ~~measured by their responsiveness~~ and ~~ultimate~~meeting ~~purchase~~our ~~behaviors~~rigorous ~~with~~quality ~~advertisers’ offers~~standards. WeTo ~~continue~~maintain totheir ~~strategically~~independence, ~~evolve~~flight ~~our~~alerts ~~member~~are ~~acquisition~~not ~~strategies~~sponsored inby ~~terms~~third ofparties ~~membership features~~ and ~~marketing~~Jack’s ~~campaigns,~~Flight toClub ~~increase~~does ~~the~~not ~~value~~receive ofany ~~our~~commissions ~~membership~~or ~~base~~payments for ~~our~~content ~~advertiser~~published ~~clients~~within the flight alerts.

•Sourcing More Exclusive and Compelling Offers From Advertisers. Growing our business entails an ongoing confluence of enhancing audience value with expanding the array and improving the value of offers we source from advertiser clients. We have an experienced salesforce that sources and services advertising clients, including through direct outreach and presence at industry conferences. We also maintain an active public relations effort, to drive awareness and promote our brand with trade organizations, other industry participants, consumers and advertisers.

•Innovating With New Experiences and Revenue Streams. In addition to enhancing and growing our established businesses and revenue streams, we seek to leverage our core competencies to innovate and expand our offerings and market opportunities. To date, this has included the acquisition of Jack's Flight Club in 2020, through which we added a subscription revenue stream, and the launch of Travelzoo META in 2023, which seeks to extend the range of travel and entertainment experiences we offer to the emerging Metaverse. In December 2023, we announced that Travelzoo membership, which had historically been free, would carry an annual fee beginning on January 1, 2024, provided the 2024 fee is waived for existing members as of December 31, 2023. As we transition our membership model, we are exploring various strategies to enhance value for our members, advertisers and business.

Advertisers

As of December 31, ~~2024~~2025, our advertiser base included more than 5,000 travel, entertainment and local providers, including airlines, hotels, cruise lines, vacations packagers, tour operators, destinations, car rental companies, travel agents, theater and performing arts groups, restaurants, spas, and activity companies. ~~Some of our advertisers are:~~

Exoticca			Online Vacation Center
Inspiring Vacations			Princess Cruises
Prestige Travel + Cruise			Travel Discounters
Travelodeal			Vacation Express
Globus Family of Brands			Fiji Airways
Tripmasters Inc.			Virgin Voyages
Destination Weddings Travel Group			Imagine Cruising
Holland America Line			Wingbuddy.com
TripToGo			Rocky Mountaineer Vacations
Gate 1 Travel			Transat Tours Canada Inc
Visit Santa Barbara			WestJet Airlines

As discussed in Note 11–Segment Reporting and Significant Customer Information to the accompanying consolidated financial statements included in Part II, Item 8 of this report and incorporated herein by reference, as of December 31, 2025, the Company did not have any customers that accounted for more than 10% of revenues across Travelzoo North America and Travelzoo Europe. We had one customer that accounted for 10% or more of our total revenues during the years ended December 31, 2024.

As discussed in Note 11–Segment Reporting and Significant Customer Information to the accompanying consolidated financial statements included in Part II, Item 8 of this report and incorporated herein by reference, as of December 31, 2024, the Company had one customer that accounted for more than 10% of revenues across Travelzoo North America and Travelzoo Europe. We did not have any advertisers that accounted for 10% or more of our total revenues during the years ended December 31, 2023. Our agreements with certain advertisers are in the form of multiple insertion orders, hotel agreements and merchant agreements from groups of entities under common control.

Sales and Marketing

As of December 31, ~~2024~~2025, our advertising sales force and sales support staff consisted of 7565 employees worldwide. To maintain and expand relationships with partners and suppliers, we attend and sponsor industry conferences and live events, meet with existing and future prospects virtually and in person, and employ public relations to create visibility for our brand.

To promote membership to consumers, we primarily utilize digital marketing efforts. We also source members organically, by word-of-mouth and through our reputation for quality and value.

Technology

We have designed our technology infrastructure to send a large volume of emails, serve a large volume of web traffic and track activity in an efficient and scalable manner.

Travelzoo's production servers are hosted by Microsoft Azure, a cloud-based computing service operated by Microsoft. Microsoft Azure's data center facilities and services include robust high availability, reliability and scalability features. We believe our arrangements with Microsoft Azure will allow us to grow without being limited by our own physical and technological capacity. Because of the design of our websites, our users are not required to download or upload large files from or to our websites, which allows us to continue increasing the number of our visitors and page views without adversely affecting our performance or requiring us to make significant additional capital expenditures.

Intellectual Property

We rely on trade secret, trademark and copyright law, confidentiality agreements, and technical measures to protect our intellectual property rights. With respect to our trademarks, we maintain a portfolio of perpetual common law and federally registered trademark rights across several brands and domains relating to our business units, products, services and solutions. We claim copyright protection in our original content that is published on our websites and included in our marketing materials.

Regulatory Matters

Our business is subject to a significant number of federal, state, local and international laws, rules and regulations applicable to online or digital advertising and commercial email marketing. We are also subject to laws, rules, and regulations regarding data collection, privacy and data security, consumer protection, intellectual property ownership and infringement, sweepstakes and promotions and taxation, among others. We own and operate consumer-facing websites in the various regions in which we operate and are subject to the laws, rules, and regulations of those countries as they impact our operations.

These laws, rules, and regulations, which generally are designed to regulate and prevent deceptive practices in advertising and online marketing protect individual privacy rights and prevent the misuse and unauthorized disclosure of personal information, are complex, change frequently and have tended to become more stringent over time. In addition, the application and interpretation of these laws, rules, and regulations are often uncertain, particularly in the rapidly evolving industry in which we operate.

Employees

As of December 31, ~~2024~~2025, we had ~~227~~249 employees. None of our employees are represented under collective bargaining agreements. We consider our relations with our employees to be good.

Access to Other Information

We make available free of charge, on or through our Investor Relations website (ir.travelzoo.com), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as proxy statements, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information included on our website does not constitute part of this report.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any or all of the risks listed below, as well as other variables affecting our operating results, in whole or in part, could materially and adversely affect our business or financial condition, which could cause the market price of our stock to decline or cause substantial volatility in our stock price, in which event the value of your common stock could decline. You should also keep these risk factors in mind when you read forward-looking statements.

Risks Related to Our Financial Condition and Business Model

We cannot assure you that we will be profitable.

In the year ended December 31, ~~2024~~2025, we generated consolidated net income of $~~13.7~~5 million, of which $134.67 million income was attributable to Travelzoo. In the year ended December 31, ~~2023~~2024, we generated consolidated net income of $1213.57 million, of which $1213.46 million income was attributable to Travelzoo. We forecast our future expense levels based on our operating plans and our estimates of future revenues. In the future, depending on various factors, including but not limited to, market conditions, changes in the general economy and the travel industry, we may need to cut expenses to preserve profitability or, alternatively, we may find it necessary to significantly accelerate expenditures to ~~meet~~acquire ~~increased~~Club ~~demand or to maintain brand awareness~~Members. We may also expand, upgrade and/or add technology and make investments in existing or new products that may impact our profitability. If our revenues grow at a slower rate than we anticipate or decline, or if our spending levels exceed expectations or cannot be adjusted to reflect slower growth, we may not be profitable.

Fluctuations in our operating results may negatively impact our stock price.

Our quarterly and annual operating results may fluctuate significantly in the future due to a variety of factors that could affect our revenues or our expenses in any particular period. You should not rely on ~~our~~ quarter to quarter comparisons of our results of operations, as they are not considered an indication of future performance. Factors that may affect quarterly results include: level of investment in member acquisition, consumer refund rate; mismatches between resource allocation and client demand due to difficulties in predicting client demand; changes in general economic conditions (perceived or actual) that could impair consumer spending; the ~~magnitude and timing of marketing initiatives, including member acquisition and expansion efforts; the~~ introduction, development, timing, competitive pricing and market acceptance of our products and services and those of our competitors; our ability to attract, hire and retain key personnel; our ability to maintain merchant and member satisfaction ~~such~~and ~~that we are able to~~ continue to attract high-quality merchants and members; our ability to manage our planned growth; our ability to encourage ~~our~~member ~~existing~~engagement ~~members to engage~~ with our products and services and to convert ~~them~~non-paying members to ~~revenue-generating~~Club ~~users~~Members; ~~technical~~our ~~difficulties~~ability orto ~~system~~encourage ~~downtime~~renewals ~~affecting~~and ~~the~~retention ~~Internet~~of orClub ~~our products and services~~Members; and ~~volatility~~technical ofdifficulties ~~our~~or ~~operating~~system ~~results in new markets~~downtime.

We may significantly decrease our operating expenses in response to changes in general economic conditions, performance and/or declines in consumer demand. We may significantly increase our operating expenses for a certain period if, among other reasons, we see a unique opportunity ~~for a brand marketing campaign, if we find it necessary~~ to ~~respond to increased brand marketing by a competitor, or if we decide to~~ accelerate our acquisition of new members or engagement of existing members. If revenues fall below our expectations in any quarter and we are unable to quickly reduce our operating expenses in response, our operating results would be lower than expected and our stock price may fall.

Expansion of product offerings may result in additional costs that exceed revenue and may trigger additional stock price volatility.

In December of 2023, we announced that effective January 1, 2024, we would be moving to a paid membership model, with existing Travelzoo members grandfathered in through the end of the year. In Q4 2024, we introduced additional member benefits, including but not limited to, Club Offers, early access to the Top 20, airport lounge access for delayed flights and a weekly giveaway. In March of 2022, we announced the creation of our new Metaverse business, following a test and learn strategy, with plans for the launch of a subscription membership service that provides members with exclusive access to Metaverse travel experiences to follow. The voucher product typically has a 14-day refund policy, but we may in the future alter or update the product, including refund windows, or invest in upgraded technology or new technology or products. Such 10

11On January 1, 2024, we moved to a paid membership model, with existing Travelzoo members grandfathered in through the end of the year. Since then, we have introduced additional Club Member benefits. In March of 2022, we announced the creation of our Metaverse business. We plan to include Metaverse travel experiences as a benefit of Travelzoo membership in 2026. The voucher product typically has a 14-day refund policy, but we may in the future alter or update the product, including refund windows, or invest in upgraded technology or new technology or products. Such product modifications and expansions may result in an increase in costs in the near-term and an increase in cost structure in the long-term, which may be in excess of incremental revenue. If we are unsuccessful in our efforts to monetize these initiatives, our business and financial results could be adversely affected. If we cannot attract members to our product offerings or our advertisers do not embrace the changes in our product offerings, our financial results could be affected. We can give no assurances that any of our product offerings will yield the benefits we expect and will not result in additional costs.

product modifications and expansions may result in an increase in costs in the near-term and an increase in cost structure in the long-term, which may be in excess of incremental revenue. If our expanded product offerings are not embraced by our users or our advertising partners, or if we are unsuccessful in our efforts to monetize these initiatives, our business and financial results could be adversely affected. If we cannot attract members to our product offerings, our financial results could be affected. We can give no assurances that any of our product offerings will yield the benefits we expect and will not result in additional costs.

Our voucher products may be adversely impacted by competition and changing consumer demand for vouchers.

Our Local Deals and Getaways products include the sale of vouchers directly to consumers to advertise promotional offers provided by merchants. ~~This~~In ~~format~~some ~~may~~instances, ~~require~~we ~~additional~~pre-purchase ~~investments~~vouchers/hotel torooms ~~maintain~~in ~~and~~bulk. ~~grow~~The ~~the~~voucher ~~business~~format ~~including~~may ~~the~~require ~~hiring of~~ additional ~~sales~~investments ~~personnel~~to ~~and~~maintain ~~additional spend on customer service, marketing, technology tracking systems~~ and ~~payment~~grow ~~processing~~the business. Our vouchers typically have a 14-day refundability period, ~~but~~and ~~as of April 2022,~~ also have a surcharge option~~, where members can pay an extra fee for full refundability of the voucher~~. However, since before 2021, we have seen a general decline in demand for voucher products. It is possible in the future that the Company may strategically move away from offering the surcharge option or vouchers in general, or the Company may invest further in voucher offerings to expand them from a product perspective. While we are continually evolving our strategy, we may not always be successful in doing so and the demand for our vouchers may decline or refund rates may increase and may adversely impact revenues.

A change in our estimate of our refund rates with respect to unredeemed vouchers could result in a change of our reported revenues and an increase in our refund rates could reduce our liquidity and adversely affect our profitability.

According to accounting standards for revenue recognition, revenue that is subject to refunds or returns is considered variable consideration and must be constrained so that it is probable that a significant reversal will not occur in the future as the uncertainty is resolved. To comply with this standard, we estimate future refunds and refund rates for Local Deals and Getaways vouchers utilizing a model that incorporates qualitative and quantitative factors, including but not limited to, historical refund rates based on deal category, relative risk of refund based on voucher type, and changing business and market conditions. However, accurately predicting refund rates requires judgement, and we can make no guarantees that our estimates will be correct. If our refund estimates are materially understated, it will result in a reversal of revenues previously reported and we may be required to restate our financial statements for the relevant periods, which could damage our reputation and impact our stock price.

Impairments of goodwill, long-term investments and long-lived assets have a negative impact on our results of operations.

We perform our impairment test annually in October unless there are events that trigger the need for an interim test. No impairment was identified in connection with the annual impairment test for ~~2024~~2025. The determination of fair value reflects numerous assumptions that are subject to various risks and uncertainties. It requires significant judgments and estimates and actual results could be materially different. Future events and changing market conditions may lead us to re-evaluate the assumptions reflected in the current forecast which may result in additional impairment charges, which could have a material adverse effect on our results of operations.

Our business could be negatively affected by reliance on digital platforms and changes in search engine algorithms or other traffic-generating arrangements.

We ~~utilize~~rely ~~Internet~~heavily ~~search~~on ~~engines~~our ~~such~~ability asto ~~Google,~~attract ~~principally~~and ~~through~~convert ~~the~~users ~~purchase~~into ofClub ~~travel-related~~Members ~~keywords and~~ through ~~organic~~our ~~search,~~websites toand ~~generate~~mobile ~~additional~~apps ~~traffic~~in toa ~~our~~cost-effective ~~websites~~manner. ~~The~~We ~~number~~utilize ofdigital ~~users~~advertising weplatforms ~~attract~~(including ~~from~~social media), Internet search engines to(through ~~our~~the ~~websites~~purchase isof ~~due~~travel-related inkeywords ~~large~~and ~~part~~through toorganic/algorithmic ~~how~~search) and ~~where~~other ~~information~~online ~~from,~~sources ~~and~~to ~~links~~generate additional traffic to, our websites. ~~are~~These ~~displayed~~platforms onincreasingly ~~search~~incorporate ~~engine~~generative ~~results~~AI ~~pages.~~features, ~~The~~such ~~display,~~as ~~including~~AI-generated ~~rankings~~answers, ofassistants, ~~unpaid~~and ~~search~~recommendations, ~~results~~that ~~can~~may besatisfy ~~affected~~user byintent awithout ~~number~~directing ofusers ~~factors,~~to ~~many~~our ofwebsites ~~which~~or ~~are~~may ~~not~~favor inthe ~~our~~platform's ~~control~~own ~~and~~or ~~may~~affiliated ~~change frequently~~offerings. ~~Search~~In ~~engines~~addition, ~~frequently~~changes ~~update~~in ~~and~~algorithms, ~~change~~ranking ~~the~~methodologies, ~~logic~~user ~~that~~interfaces, ~~determines~~access ~~the~~terms, ~~placement~~pricing, ~~and~~or ~~display~~the placement of ~~results~~AI-generated ofcontent aby ~~user’s~~these ~~search,~~platforms ~~such~~could ~~that~~reduce the ~~placement~~visibility ~~or cost~~ of ~~links to~~ our ~~websites~~services, ~~can~~increase bemember ~~negatively~~acquisition ~~affected.~~costs Inor ~~addition,~~decrease atraffic. A significant amount of traffic is directed to our websites through our participation in pay-per-click, pay-per-acquisition and display advertising campaigns on social media channels, search engines, travel metasearch engines, and Internet media properties. Pricing and operating dynamics for these traffic sources can experience rapid change, both technically and competitively. Also, we may scale back our expenditures at any time. Moreover, a search or metasearch engine could alter its search algorithms or display of results, causing a website to place lower in search query results. This would adversely affect our business and financial performance, potentially to a material extent. We could also face a significant decrease in traffic to our websites, decreased efficiencies and/or increased costs. Additionally, in some of our contracts we or the other party have agreed to bidding restrictions. If bidding restrictions are held to be illegal or otherwise unenforceable, our performance marketing costs may increase if bidding on affected key words (especially those related to us) becomes more expensive, which could adversely affect our marketing efficiency and results of operations.

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performance marketing costs may increase if bidding on affected key words (especially those related to us) becomes more expensive, which could adversely affect our marketing efficiency and results of operations.

Trends in consumer use of mobile devices continue to create challenges.

Continued widespread use of mobile devices, smart phones, and tablets, coupled with improved web browsing functionality and development of thousands of apps available on these devices, has been driving substantial traffic and commerce activity to mobile. We have experienced a significant shift of both business and traffic to mobile. The consumer experience with mobile applications, as well as brand recognition and loyalty, has become even more important. We also rely on application marketplaces, to drive downloads. In the future, marketplaces may make changes that make access to our products more difficult.

We believe that the Travelzoo mobile experience continues to present an opportunity for growth. Further development of and investment into our mobile offering is necessary to maintain and grow our business. It is increasingly important for us to develop and maintain effective mobile websites optimized for mobile devices. If we are unable to continue to rapidly innovate and create new, user-friendly and differentiated mobile offerings and efficiently and effectively advertise and distribute on these platforms, or if our mobile applications are not downloaded and used by travel consumers, we could lose market share to existing competitors or new entrants and our future growth and results of operations could be adversely affected.

We may have exposure to additional tax liabilities.

As a global business, we are subject to income taxes as well as non-income based taxes, in the U.S. and various foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. Although we believe that our tax estimates are reasonable, there is no assurance that the final determination of any tax audits or tax disputes will not be different from what is reflected in our historical income tax provisions and accruals. Changes in tax laws or tax rulings may have a significant adverse impact on our effective tax rate. There could be additional changes to the corporate tax rate in the future. The interpretation and implementation of regulations, rules or guidance that have or may be adopted could have a material impact on our business.

A number of European Union member states have taken steps to unilaterally introduce a services tax. For example, effective in January 2021, Spain began taxing digital services at 3% of revenues for companies that operate globally and have a significant digital footprint in Spain. Many questions remain regarding these digital services taxes. It is not clear whether digital services taxes can be deducted for income tax purposes or whether there is potential for double taxation on the same transaction. The interpretation and implementation of these taxes (especially if there is inconsistency in the application of these taxes across tax jurisdictions) could have a material adverse impact on our business, results of operations and cash flows.

We also may be subject to non-income-based taxes, such as value-added, payroll, sales, use, net worth, property and goods and services taxes, in the U.S. and various foreign jurisdictions. From time to time, the Company may by audited by tax authorities with respect to these non-income-based taxes and may have exposure to additional non-income based tax liabilities. These examinations may lead to ordinary course adjustments or proposed adjustments to our taxes or our net operating income.

The Company’s use of the net operating losses (“NOLs”) of MTE or the NOLs themselves ~~maybe~~may be audited by the Internal Revenue Service (“IRS”) or other taxing agency. The IRS may disagree with the Company’s position that the NOLs may be fully utilized, resulting in a whole or partial limitation on the use of the NOLs by the Company.

Adverse application of state and local tax laws could have an adverse effect on our business and results of operation.

Our expansion of our product offerings may subject us to state and local tax laws and result in additional tax liabilities. A number of jurisdictions in the U.S. historically initiated lawsuits against other online travel companies, related to, among other things, the payment of hotel occupancy and other taxes (i.e., state and local sales tax). In addition, a number of municipalities initiated audit proceedings, issued proposed tax assessments or started inquiries relating to the payment of such taxes. We operate our hotel booking platform and packaging technology as an agency model, whereby we facilitate reservations on behalf of a hotel or other supplier, therefore the payment of hotel occupancy taxes and other taxes should be the responsibility of the applicable hotel or packaging partner, which are typically responsible for remitting applicable taxes to the various tax authorities. Nevertheless, to the extent that any tax authority succeeds in asserting that we have a tax collection responsibility (for hotel bookings, packaging or any other aspects of our business, including Jack’s Flight Club and/or the paid membership), or we determine that we have one, with respect to future transactions, we may collect any such additional tax obligation from our customers, which would have the effect of increasing the cost to our customers and, consequently, could make our services less competitive and reduce reservation transactions and with respect to past transactions, we could have a liability for tax that we did not collect from our customers. This could have a material adverse effect on our business and results of operations.

Our business model may not be adaptable to a changing market.

Our current revenue model depends primarily on advertising fees paid by travel and entertainment companies and still relies significantly on email communications with our members. If current clients/partners decide not to continue or are unable to continue advertising their offers with us and we are unable to replace them with new clients/partners or alternative revenue streams (such as, for example, from the sale of paid memberships), our business may be adversely affected. To be successful, we must provide online marketing solutions that achieve broad market acceptance by travel and entertainment companies. In addition, we must attract sufficient Internet users with attractive demographic characteristics to our products. It is possible that we will be required to further adapt our business model and products in response to changes in the online advertising market or travel industry or if our current or planned business model is not successful. For example, uncertainty surrounding the ability to travel would require us to adapt our product offerings to move away from our reliance on advertising fees and to provide consumers with additional flexibility in order to attract them to purchase. If we do not adapt to these trends fully or quickly enough, we may lose revenue as consumer usage may decline. If we are not able to anticipate changes in the online advertising market or if our business model is not successful, our business could be materially adversely affected.12

Our current revenue model depends primarily on advertising fees paid by travel and entertainment companies and still relies significantly on email communications with our members. If current clients/partners decide not to continue or are unable to continue advertising their offers with us and we are unable to replace them with new clients/partners or alternative revenue streams (such as, for example, from the sale of paid memberships), our business may be adversely affected. To be successful, we must provide online marketing solutions that achieve broad market acceptance by travel and entertainment companies. In addition, we must attract sufficient Internet users with attractive demographic characteristics to our products via channels, such as social media, that they are frequently using. It is possible that we will be required to further adapt our business model and products in response to changes in the online advertising market or travel industry or if our current or planned business model is not successful. If we do not adapt to these trends fully or quickly enough, we may lose revenue as consumer usage may decline. If we are not able to anticipate changes in the online advertising market or if our business model is not successful, our business could be materially adversely affected.

If we fail to retain existing advertisers or add new advertisers, our revenue and business will be harmed.

We depend on our ability to attract and retain advertisers that are prepared to offer products or services on compelling terms to our members. We do not generally have long-term arrangements to guarantee the availability of offers that provide attractive quality, value and variety to consumers or favorable payment terms to us. We must continue to attract and retain advertisers in order to increase revenue and maintain profitability. If new advertisers do not find our marketing and promotional services effective, or if existing advertisers do not believe that utilizing our products provides them with a long-term increase in customers, revenue or profit, they may stop making offers through our marketplace. In addition, we may experience attrition in our advertisers in the ordinary course of business resulting from several factors, including losses to competitors and advertiser closures or bankruptcies/insolvencies. We can also experience a decline in advertisers providing offers in certain destinations due to natural disasters or travel restrictions. If we are unable to attract new advertisers in numbers sufficient to grow our business, or if too many advertisers are unwilling to offer compelling terms to our members or favorable payment terms to us, we may sell less advertising, and our operating results will be adversely affected. We may not be able to add enough additional revenue to replace the lost revenue. Further, the new revenue may cost more to generate, impacting our operating results.

If our advertisers and content do not meet the needs and expectations of our members, our business could suffer.

Our business depends on our reputation for providing high-quality offers, and our brand and reputation may be harmed by actions taken by advertisers, partners, or merchants that are outside our control. For our Local Deals and Getaways merchants, we face exposure should merchants not fully honor the terms of the offers or the vouchers, including if the merchant were to go out of business or stop providing services for any reason. As for our travel business, although the advertiser is responsible directly to the consumer to provide the offer it advertised, our business can be adversely affected should an advertiser fail to comply with the terms of the advertised offer or provide us with misleading information about the offer that we use in our advertisements. From time to time, merchants and advertisers experience insolvency, bankruptcy or closure of their businesses and can face regulatory issues (including losing their licenses), which can result in the cancellation of services booked by consumers through the advertiser. Advertisers who fail to fulfill the travel services advertised in the promotions run by us can negatively impact our reputation, and advertisers that fail to pay for the advertisements can also negatively impact revenue growth. Moreover, any shortcomings of our advertisers or merchants, particularly with respect to an issue affecting the quality of the offer, may be attributed by our members to us, thus damaging our reputation and potentially affecting our results of operations. In addition, negative publicity and member sentiment generated as a result of fraudulent or deceptive conduct by our merchants or partners could also damage our reputation, reduce our ability to attract new members or retain our current members, and diminish the value of our brand.

Our business relies heavily on email and other messaging services, and any restrictions on the sending of emails or messages or a decrease in member willingness to receive emails or messages could adversely affect our revenue and business.

Our business is highly dependent upon email and other messaging services. Email offers sent by us, or on our behalf by our affiliates, generate a substantial portion of our revenue. Because of the importance of email and other messaging services, if we are unable to successfully deliver emails or messages, or if members decline to open or opt out of our emails or messages, or purchase any of our advertised offers, our revenue and profitability could be adversely affected. Laws and regulations regulating the sending of commercial emails, including those enacted in foreign jurisdictions (such as Canada, the U.K. and Europe), may affect our ability to deliver emails or messages and may also result in increased compliance costs. Further, actions by third parties to block, impose restrictions on, or charge for the delivery of emails or other messages could also materially and adversely impact our business. From time to time, Internet service providers block bulk email transmissions or otherwise experience technical difficulties that result in our inability to successfully deliver emails or other messages to third parties. In addition, our use of email and other messaging services to send communications about our website or other matters may result in legal claims against us, which if successful might limit or prohibit our ability to send emails or other messages. Any

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experience technical difficulties that result in our inability to successfully deliver emails or other messages to third parties. In addition, our use of email and other messaging services to send communications about our website or other matters may result in legal claims against us, which if successful might limit or prohibit our ability to send emails or other messages. Any disruption or restriction on the distribution of emails or other messages or any increase in costs would materially and adversely affect our revenue and profitability. In addition, the shift in our traffic originating from mobile devices accessing our services may decrease our members' willingness to use our services and could decrease their willingness to be an email member.

“Cookie”, “pixel” and tracking technology laws could negatively impact the way we do business.

ACookies, ~~"cookie"~~pixels isand aother ~~text~~similar ~~file~~tracking ~~that~~technologies ~~is stored on a user's computer or mobile device. Cookies~~ are common tools used by thousands of websites and mobile apps to, among other things, store or gather information (e.g., remember log-on details), market to consumers and enhance the user experience. ~~Cookies~~They are valuable tools to improve the customer experience and increase conversion. Many jurisdictions, including the European Union and ~~more~~several ~~recently,~~U.S. ~~California~~states, have adopted regulations governing the use of ~~cookies~~tracking technology. To the extent any such regulations require "opt-in" consent before certain ~~cookies~~tracking ~~can~~technology may be placed on a user's computer or mobile device, our ability to serve certain consumers in the manner we currently do might be adversely affected and our ability to continue to improve and optimize performance on our website might be impaired, either of which could negatively affect a consumer's experience using our services and our business, market share and results of operations. ~~Additionally~~In addition, inweb ~~January~~and ~~2024~~mobile browser developers, such as Apple, Microsoft or Google, ~~began~~have implemented and may continue to implement changes, including requiring additional user permissions, in their browser or device operating system that impair our ability to measure and improve the ~~process~~effectiveness of advertising on our platform. For example, Apple has its Intelligent Tracking Prevention (“ITP”) feature in its Safari browser, which blocks some or all third-party cookies by default on mobile and desktop and has become increasingly restrictive over time. Google has shifted its approach from completely phasing out third-party cookies into ~~its~~allowing ~~Chrome~~users to make browser-level privacy choices, which could impact our advertising. WeThese ~~expect~~web ~~that~~and ~~similar~~mobile ~~changes~~browser developers have also implemented and may continue to ~~Apple,~~implement ~~Google~~changes orand ~~other~~restrictions in browser or ~~mobile~~device ~~platforms~~functionality ~~could~~that ~~occur,~~limit ~~further limiting~~ our ability to ~~optimize~~communicate ~~performance~~with ~~for~~or ~~consumers~~understand the identity of our members.

Our reported reach may be higher than the actual reach and may not be representative of the number of persons who are active potential customers.

The total reach we report may be higher than the actual reach due to multiple registrations, death/incapacity, fictitious names or email addresses not in use, or different preferences for email communications. Given the challenges inherent in identifying these individuals, we do not have a reliable system to accurately identify the true reach, and thus we rely on the reach shown in our records. In addition, the reach we report includes the total number of individuals that have completed registration through a specific date, less individuals who have fully unsubscribed. Those numbers may include individuals who do not receive our emails because our emails have been blocked or are otherwise undeliverable. As a result, the reported number should not be considered as representative of the number of persons who continue to actively consider our deals by reviewing our email offers.

We may not be able to obtain sufficient funds to grow our business and equity or debt financing may be on adverse terms.

For the year ended December 31, ~~2024~~2025, our cash and cash equivalents was $~~17.1~~10 million, of which $137.8 million was held outside the U.S. in our foreign subsidiaries. As of December 31, ~~2024~~2025, we had negative working capital of $410.78 million. Merchant payables was $1611.37 million as of December 31, ~~2024~~2025. The payable to merchants is generally due upon redemption of the voucher. The expiration dates of vouchers are through December ~~2025~~2026; however, these expiration dates may sometimes be extended on a case-by-case basis and final payment may not be due for up to a year after expiration. Additionally, planned investments in member acquisition require significant funds, but we believe that renewals in 2026 and beyond, as well as efficiencies we find in our acquisition activities allowing for a quick payback, should enable us to fund member acquisition with our own cash flow. However, if redemption activities accelerate, if our marketing activities are no longer efficient, if our renewal rates are lower than expected, if our business is not profitable, ~~and~~or if our planned targets for cash flows from operations are not met, we may need to obtain additional financing in the future. We may not be able to obtain financing on commercially reasonable terms, or at all, especially due to volatile market conditions. If additional financing is not available when required or is not available on acceptable terms, we may be unable to fund our strategic objectives, meet our payroll obligations, successfully promote our brand, develop or enhance our products and services, take advantage of business opportunities, or respond to competitive pressures, any of which could have a material adverse effect on our business. If we choose to raise funds through an equity issuance, existing stockholders may experience dilution and holders of the additional equity securities may have rights senior to existing stockholders of our common stock. If we obtain additional financing through debt securities, the terms of these arrangements could require the pledging of assets, could subject the Company to restrictive covenants or large fees, and could limit our flexibility.

We may be sensitive to recessions or other macroeconomic circumstances or events affecting the travel industry generally.

The demand for online advertising may be linked to the level of economic activity and employment in the U.S. and abroad. Specifically, our business is primarily dependent on the demand for online advertising from travel and entertainment companies. Events like war, political instability, international trade disputes or other conflicts (including the war in Ukraine ~~and the Israel-Hamas war)~~, terrorist attacks, mass shooting incidents, strikes, natural disasters and extreme weather situations (e.g., hurricanes, fires, droughts and floods), plane crashes, major public health events and logistical challenges such as widespread travel disruptions may have a negative impact on the travel industry and affect travelers’ behavior by limiting their ability or willingness to visit certain locations. In addition, advertisers may choose to limit advertising spend, which can adversely impact our business. Macroeconomic factors and uncertainties such as tariffs, rising interest rates, persistently high inflation and/or recession fears

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Israel-Hamas war and the recent Iran conflict), terrorist attacks, mass shooting incidents, strikes, natural disasters and extreme weather situations (e.g., hurricanes, fires, droughts and floods), plane crashes, major public health events and logistical challenges such as widespread travel disruptions may have a negative impact on the travel industry and affect travelers’ behavior by limiting their ability or willingness to visit certain locations. In addition, advertisers may choose to limit advertising spend, which can adversely impact our business. Macroeconomic factors and uncertainties such as the implementation of tariffs (by the United States and other governments), rising interest rates, persistently high inflation and/or recession fears may have a negative impact on consumer behavior by reducing consumers’ ability or willingness to engage in discretionary spending on travel (e.g., we have seen some reluctance from our Canadian members to travel to the United States). In turn, that could have a negative impact on demand for our services. Since the majority of our revenue is derived from members and advertisers within the United States, economic conditions in the United States have a greater impact on us. We are not in a position to evaluate the net effect of these circumstances as many of these events cannot be reliably forecasted. In the longer term, our business might be negatively affected by financial pressures on or changes to the travel industry and the economy overall.

Our operations could be significantly hindered by the occurrence of a natural disaster or other catastrophic event.

Our operations are susceptible to outages due to fire, floods, power loss, telecommunications failures, unexpected technical problems in the systems that power our websites and distribute our email newsletters, break-ins and similar events. Outages could cause significant interruptions of our service. In addition, despite our implementation of network security measures, and although we have moved most of our IT operations to the cloud, our servers are vulnerable to computer viruses, physical and electronic break-ins, and similar disruptions from unauthorized tampering with our systems. We do not carry business interruption insurance to compensate us for losses that may occur as a result of any of these events.

We are subject to payments-related and fraud risks.

We accept payments for the sale of vouchers and for membership fees using a variety of methods, including credit cards and debit cards. We pay interchange and other fees, which may increase over time, raise our operating expenses, and lower profitability. We rely on third parties to provide payment processing services and it could disrupt our business if these companies become unwilling (on favorable terms or otherwise) or unable to provide these services to us. Macroeconomic circumstances over which we have no control may result in payment processing services requiring larger deposits, imposing stricter rules or requirements, or deciding to stop working with companies related to the travel industry altogether. If we are unable to pivot to a new payment processor quickly, this could lead to periods of time where we are unable to accept or process payments from our members, impacting our ability to generate revenue. We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers and regulations for electronic payment services, such as PSD2 in Europe, which could change or be reinterpreted to make it difficult or impossible for us to comply. In addition, our results can be negatively impacted by purchases made using fraudulent credit cards. Because we act as the merchant of record for certain transactions, we may be held liable for accepting fraudulent credit cards on our websites as well as other payment disputes with our customers. If we have an increase of charge-backs due to the use of fraudulent credit cards on our websites, our business, results of operations and financial condition could be adversely affected. Moreover, under payment card rules and our contracts with our card processors, if there is a security breach of payment card information that we store, we could be liable to the payment card issuing banks for their cost of issuing new cards and related expenses. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments, process electronic funds transfers, or facilitate other types of online payments, and our business and results of operations could be adversely affected. If one or more of these contracts are terminated and we are unable to replace them on similar terms, or at all, it could adversely affect our results of operations.

Our financial results may be adversely affected by changes in United States generally accepted accounting principles, and we may incur significant costs to adjust our accounting systems and processes to comply.

United States generally accepted accounting principles are subject to interpretation by the Financial Accounting Standards Board (“FASB”), the American Institute of Certified Public Accountants (“AICPA”), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. We may need to change our accounting processes if we are required to adopt future or proposed changes in principles. The cost of these changes may negatively impact our results of operations during the transition.

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~~Increased~~Failure ~~focus~~to onmeet environmental, social, and governance ("ESG") ~~responsibilities~~expectations ~~have~~or ~~and~~standards ~~will~~or ~~likely~~achieve ~~continue~~the toCompany's ~~result~~voluntary inESG-related ~~additional~~goals ~~costs and risks, and~~ may adversely impact our business, reputation, brand, results of operations, and/or financial condition.

There has been ancontinued ~~increased~~ focus on the ESG practices of companies, including climate change, greenhouse gas emissions, diversity, equity and inclusion, human capital management, data privacy and security, supply chains (including human and civil rights issues), among other topics, by institutional, individual, and other investors, proxy advisory services, regulatory authorities, consumers, employees and other stakeholders. ~~However,~~This wehas ~~cannot~~resulted ~~predict~~in ~~what~~expanding and increasingly complex expectations related to reporting, ~~when~~diligence, and ~~how~~disclosure ~~the~~on ~~new~~ESG ~~administration~~topics. inIn ~~the~~addition, ~~U.S.~~companies ~~may~~that ~~take~~implement ~~actions~~ESG topractices ~~rollback~~may orface ~~otherwise~~pushback ~~revise~~from ~~existing~~ESG ~~laws~~opponents, ~~rules~~anti-ESG legislation or ~~regulations~~regulation, ~~focused~~and onnegative ~~ESG~~public reactions. These evolving expectations and our efforts and ability to respond to and manage these issues, provide updates on them, and establish and meet appropriate goals, commitments, and targets present numerous risks, any of which may be outside of our control or could have a material adverse impact on our business. Our efforts in this area may result in a significant increase in costs and may not meet expectations, evolving standards or regulatory requirements, which may negatively impact our financial results, our reputation, our ability to attract or retain employees, or business partners, or expose us to various types of legal actions.

Risks Related to Our Markets and Strategy

Our international operations may result in operating losses and are subject to other material risks.

We may continue to invest in marketing as well as additional employees to support our operations (including licensing arrangements) or develop new products, such as Travelzoo META or the Travelzoo ~~paid~~club membership, which may generate operating losses. Furthermore, operating losses in certain jurisdictions may not have any recognizable tax benefit. These factors could have a material negative impact on our consolidated net income and cash flows, which could result in a significant decrease in the trading price of our common stock. There are certain additional risks inherent in doing business internationally, including: uncertainties and instability in economic and market conditions; exposure to local economic or political instability and threatened or actual acts of war or terrorism; compliance with regulatory laws and requirements relating to anti-corruption, antitrust or competition, economic sanctions, data privacy, consumer protection, employment and labor laws, health and safety, information reporting and advertising and promotions; financial risks from transactions in multiple currencies; longer payment cycles and difficulties in collecting accounts receivable; trade barriers and changes in trade regulations, including new or increased tariffs; difficulties in developing, staffing and simultaneously managing foreign operations as a result of distance, language and cultural differences; stringent local labor laws and regulations; bans on travel among or between various countries; risks related to government regulation, including changing policies in areas such as trade, travel, immigration, and healthcare, among others; and potentially adverse tax consequences. Moreover, fluctuations in currency exchange rates can impact our revenues. Foreign currency movements relative to the U.S. dollar have negatively impacted our revenues from our operations in Europe. The uncertainty and volatility in foreign exchange rates, which may differ across regions, makes it more difficult to forecast industry and consumer trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business and adversely affect our results of operations.

In addition, a decline in the growth rates of our international businesses could have a negative impact on our gross profit and earnings per share growth rates and, as a consequence, our stock price. Many of these regions have different customs, currencies, levels of consumer acceptance and use of the Internet for commerce, legislation, regulatory environments, tax laws and levels of political stability. International markets may have strong local competitors with established brands that may make expansion in that market difficult and costly and take more time than anticipated. In addition, compliance with legal, regulatory or tax requirements in multiple jurisdictions places demands on our time and resources, and we may nonetheless experience unforeseen and potentially adverse legal, regulatory or tax consequences. As we continue to focus on increasing the profitability of our business, we may not achieve targeted operational cost savings, improvements and efficiencies, which could affect our results of operations and financial condition. In addition, significant potential risks could impair our ability to achieve anticipated operating improvements and/or cost reductions throughout the organization, including, but not limited to, higher than anticipated costs, management distraction from ongoing business activities, failure to maintain adequate controls and procedures, and damage to our reputation and brand image. Additionally, we could also experience a loss of continuity, loss of accumulated knowledge and/or inefficiency, adverse effects on employee morale and productivity and adverse effects on our ability to attract and retain highly skilled employees. Any of these consequences could adversely impact our business.

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We may not be able to continue developing awareness of our brand names.

We believe that continuing to build awareness of the Travelzoo, Travelzoo META, and Jack’s Flight Club brand names, ~~and starting to build awareness of the Travelzoo META brand name,~~ are critical to achieving widespread acceptance of our business. Brand recognition is a key differentiating factor among providers of online advertising opportunities. In order to maintain and build brand awareness, we must succeed in our marketing efforts. Our marketing spend is influenced by the marketing spend of our competitors as we seek to maintain and increase our brand recognition and to maintain and grow traffic to our platforms through performance marketing channels. If we fail to successfully promote and maintain our brand consistently across numerous jurisdictions and channels, incur significant expenses in promoting our brands and fail to generate a corresponding increase in revenues as a result of our efforts, or encounter legal obstacles which prevent our continued use of our brand names, our business could be materially adversely affected. Deterioration in our marketing efficiency could result in reduced revenues or revenue growth, or marketing expenses increasing faster than revenues, which would reduce margins and earnings growth.

If we fail to retain our existing members or acquire new members, our revenue and business will be harmed.

We spent $29.57 million and $72.05 million on marketing initiatives relating to member acquisition for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively, and expect to continue to spend significant amounts to acquire members. Our long-term success depends on our continued ability to attract, retain and engage members. We cannot assure you that the revenue from members we acquire will ultimately exceed the cost of acquiring new members. If members do not perceive our offers to be of high value and quality or if we fail to introduce new and more relevant deals, we may not be able to acquire or retain members, especially after the introduction of a paid membership. If we reduce our member acquisition costs, we cannot assure you that this will not adversely impact our ability to acquire new members. If we are unable to acquire new members who purchase our membership and deals, and renew, in numbers sufficient to grow our business, or if members cease to purchase or renew, the revenue we generate may decrease and our operating results will be adversely affected. If the level of usage by our members declines or does not grow as expected, we may suffer a decline in growth or revenue. A significant decrease in the level of usage or growth would have an adverse effect on our business, financial condition and results of operations.

We may not be able to attract travel and entertainment companies or Internet users if we do not continually enhance and develop the content and features of our products and services.

To remain competitive, we must continually improve the responsiveness, functionality, and features of our products and services. We may not succeed in developing features, functions, products, or services that travel and entertainment companies and Internet users find attractive, including in unsettled and untested areas like generative artificial intelligence (AI) and the Metaverse. Our current technology may not meet the future technical requirements of travel and entertainment companies. This could reduce the number of travel and entertainment companies and Internet users using our products and materially adversely affect our business. We are also continually looking to refine our product offerings. We cannot guarantee that any such refinements will be embraced by our members. It may take us longer than expected to fully realize the anticipated benefits, and those benefits may ultimately be smaller than anticipated, which could adversely affect our business. While we are striving to improve functionality, usability and design in our products, the ongoing enhancements on web and mobile and investment in packaging and other technology may not achieve the desired results we anticipate, and if unsuccessful, could result in a decline in revenues, an increase in costs, and a negative impact on our business.

Our business and growth will suffer if we are unable to hire and retain highly skilled personnel.

Our future success depends on our ability to attract, train, motivate, and retain highly skilled employees. We may be unable to retain our skilled employees, or attract, assimilate, and retain other highly skilled employees in the future. We have in the past experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. If we are unable to hire and retain skilled personnel, our growth may be restricted, which could adversely affect our future success. Additionally, the loss or departure of any of our key employees could materially adversely affect our ability to implement our business plan. We do not maintain key person life insurance for any member of our management team. We also expect new members to join our management team in the future. If our key management personnel are not able to work together effectively, our business could be materially adversely affected.

1817

Intense competition may adversely affect our ability to achieve or maintain market share and operate profitably.

The markets for the services we offer are intensely competitive, constantly evolving and subject to rapid change, and current and new competitors can launch new services at a relatively low cost. WeThere ~~compete~~has ~~for~~also ~~advertising~~been ~~dollars~~substantial ~~with~~consolidation ~~large~~of ~~Internet~~the ~~portal~~global ~~sites,~~travel ~~such~~industry asand ~~Tripadvisor,~~we ~~that~~believe ~~offer~~this ~~listings~~trend orwill ~~other~~continue. ~~advertising~~Many ~~opportunities~~of toour ~~travel,~~competitors ~~entertainment and local businesses. These companies~~ have significantly greater financial, technical, marketing and other resources and larger advertiser bases. They may be able to research, develop and deploy new products and technologies ~~(including in the area of generative AI)~~ faster than us., Weincluding ~~compete~~developing ~~with~~or ~~companies~~deploying ~~like~~generative ~~Groupon~~AI-powered ~~that~~travel ~~sell~~planning ~~vouchers for deals from local businesses such as spas, hotels~~ and ~~restaurants~~booking ~~and~~tools ~~tour operators for vacation packages. We compete with search engines like Google~~ that ~~offer~~could ~~pay-per-click~~reduce ~~listings.~~reliance ~~Additionally, certain search engines have increased their focus~~ on ~~acquiring~~our ~~or launching travel products, such as Google Flights~~services. We ~~compete~~may ~~with~~not ~~newspapers,~~be ~~magazines~~able ~~and~~to ~~other~~keep ~~traditional~~up ~~media companies that operate websites which provide online advertising opportunities. We compete~~ with ~~travel~~these ~~metasearch~~rapid ~~engines~~changes ~~like~~and ~~Kayak.com~~our ~~(owned~~ability byto ~~Booking~~integrate ~~Holdings)~~ and ~~online~~develop ~~travel~~new and ~~entertainment~~evolving ~~deal~~technologies ~~publishers~~will ~~(including~~require ~~online~~increased ~~restaurant~~financial ~~reservation~~and ~~services).~~personnel Weinvestments ~~compete~~that ~~with~~could ~~large~~have ~~online~~an ~~travel~~adverse ~~agencies~~impact ~~like~~on ~~the~~our ~~Expedia~~operations ~~Group~~unless and ~~Booking~~until ~~Holdings,~~we asachieve ~~well~~expected asreturn ~~thousands~~on ofthese ~~individual~~investments. ~~travel~~Our ~~agencies~~future ~~around~~success ~~the~~will ~~world,~~depend ~~that~~on ~~also~~our ~~offer~~ability ~~advertising~~to ~~placements~~adapt ~~and~~to ~~hotel~~rapidly ~~booking~~changing ~~platforms~~technologies, ~~and~~to ~~capture~~adapt ~~consumer~~our ~~interest. We also compete with companies that offer similar~~ services to ~~Jack’s~~evolving ~~Flight~~industry ~~Club,~~standards ~~like~~and ~~Going~~local ~~(formerly~~preferences, ~~Scott’s Cheap Flights)~~ and ~~Dollar~~to ~~Flight~~continually ~~Club.~~innovate ~~There~~and ~~has~~improve ~~been substantial consolidation of~~ the ~~global~~performance, ~~travel~~features, ~~industry~~ and wereliability ~~believe this trend will continue. Some~~ of our ~~competitors~~services ~~are~~in ~~large~~response ~~and~~to ~~have~~competitive ~~significant~~service ~~resources~~offerings and ~~substantial~~the ~~international~~evolving ~~operations.~~demands ~~Such~~of ~~companies have also completed acquisitions to further consolidate~~ the ~~industry~~marketplace.

There has also been a proliferation of new channels and platforms through which accommodation providers can offer reservations. For example, companies such as Airbnb (which acquired HotelTonight), HomeAway and VRBO (which are both owned by Expedia Group) offer services providing alternative accommodation property owners, particularly individuals, an online place to list their alternative accommodations, which compete with our hotel offers. Further, meta-search services may lower the cost for new companies to enter the market by providing a distribution channel without the cost of promoting the new entrant's brand to drive consumers directly to its website. Some competitors offer a variety of online services, such as food delivery, shopping, gaming or search services, many of which are used by consumers more frequently than online travel services. As a result, a competitor that has established other, more frequent, online interactions with consumers may be able to more easily acquire customers for its travel services than we can. If any of these platforms are successful in offering similar services to consumers who would otherwise use our platforms or if we are unable to offer our services to consumers within these super-apps, our ~~customer~~member acquisition efforts could be less effective and our ~~customer~~member acquisition costs could increase, either of which would harm our business and results of operations. We also have seen that some competitors will accept lower margins, or even negative margins, to attract attention and acquire new members. If competitors engage in group buying initiatives in which merchants receive a higher percentage of the face value than we currently offer, we may be forced to pay a higher percentage of the face value than we currently offer, which may reduce our revenue. We expect to face additional competition as other companies enter the online advertising market. Competition could result in reduced margins on our services, loss of market share or less use of Travelzoo by advertisers and ~~consumers~~members. If we are not able to compete effectively with current or future competitors as a result of these and other factors, our business could be materially adversely affected.

We may not be able to access third-party technology upon which we depend.

We use data technology and software products from third parties (such as hosting and cloud services), and technology from our vendors may not continue to be available to us on commercially reasonable terms, or at all. Our business, including Jack’s Flight Club which relies on third parties for flight data, will suffer if we are unable to access technology, to gain access to additional products or to integrate new technology with our existing systems. This could hinder our existing product offerings, cause delays in our development and introduction of new services and related products or enhancements of existing products until equivalent or replacement technology can be accessed, if available, or developed internally, if feasible. If we experience these delays, our business could be materially adversely affected. We also rely on certain third-party service providers, including Global Distribution Systems and computerized central reservation systems, in connection with providing our hotel booking services and travel package offerings. Any interruption in these services and systems or deterioration in their performance could have an adverse effect on our business, brands and results of operations. Our agreements with some third-party service providers are terminable upon short notice and often do not provide recourse for service interruptions.

The implementation of new information technology, payment, enterprise resource planning, or other systems (including generative AI) could be disruptive and/or costly or we may experience difficulty successfully integrating new systems into existing systems or migrating to new systems from existing systems, any of which could adversely affect our business and results of operations. Any failure to implement or adapt to new technologies in a timely manner or at all could adversely affect our ability to compete, increase our costs or otherwise adversely affect our business, brand, market share, and results of operations.

Acquisitions, investments, licensing arrangements and joint ventures could result in operating difficulties, dilution, and other harmful consequences that may adversely impact our business and results of operations.

We may evaluate and consider a wide array of potential strategic transactions as part of our overall business strategy, including business combinations, acquisitions and dispositions of businesses, technologies, services, and other assets, as well as strategic investments, licensing arrangements and joint ventures. At any given time, we may be engaged in discussions or negotiations with respect to one or more of these types of transactions. Any of these transactions could be material to our financial condition and results of operations. These transactions involve significant challenges and risks, including: diversion of management time; implementation or remediation of controls, procedures, and policies at the acquired company; integration of accounting, human resource, and other systems, and coordination of various functions; transition of operations, users, and customers; failure to obtain required approvals on a timely basis, if at all, or conditions placed upon approval, which could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected goals of an acquisition; the need to integrate operations across different cultures and languages and to address the particular risks associated with specific countries; failure to successfully develop the acquired business; liability for activities of the acquired company; litigation or other claims in connection with the acquired company; challenges relating to the structure of an investment; expected and unexpected costs incurred in pursuing acquisitions; entrance into markets in which we have no prior experience and increased complexity in our business; inability to sell disposed assets or impairment of investments, goodwill and other assets acquired or divested; and failure to secure necessary financing in order to complete an applicable transaction. Future acquisitions may also require us to issue additional equity securities, spend our cash, or incur debt (and increased interest expense), liabilities and amortization expenses related to intangible assets or write-offs of goodwill, which could adversely affect our results of operations and dilute the economic and voting rights of our stockholders. Also, the anticipated benefit of an acquisition may not materialize. As licensing arrangements typically involve third parties unrelated to the Company operating under our brand name in foreign jurisdictions, we risk, among other things, damage to our reputation or brand image if such third parties are unsuccessful or behave in a way that is contrary to Travelzoo. For example, the business of MTE which Travelzoo acquired in December 2022 will require management resources to grow strategically and we cannot guarantee that MTE as part of Travelzoo will be able to source Metaverse travel experiences as successfully as anticipated.

acquired company; litigation or other claims in connection with the acquired company; challenges relating to the structure of an investment; expected and unexpected costs incurred in pursuing acquisitions; entrance into markets in which we have no prior experience and increased complexity in our business; inability to sell disposed assets or impairment of investments, goodwill and other assets acquired or divested; and failure to secure necessary financing in order to complete an applicable transaction. Future acquisitions may also require us to issue additional equity securities, spend our cash, or incur debt (and increased interest expense), liabilities and amortization expenses related to intangible assets or write-offs of goodwill, which could adversely affect our results of operations and dilute the economic and voting rights of our stockholders. Also, the anticipated benefit of an acquisition may not materialize. As licensing arrangements typically involve third parties unrelated to the Company operating under our brand name in foreign jurisdictions, we risk, among other things, damage to our reputation or brand image if such third parties are unsuccessful or behave in a way that is contrary to Travelzoo. For example, the business of MTE which Travelzoo acquired in December 2022 will require management resources to grow strategically and we cannot guarantee that MTE as part of Travelzoo will be able to source Metaverse travel experiences as successfully as anticipated.

The pre-purchasing of vouchers and hotel inventory could create additional risks or liabilities for our business.

We sometimes pre-purchase vouchers or hotel inventory (in the form of credit amounts, vouchers or gift cards) in bulk from clients and partners (e.g., hotel or spa partners). In those scenarios, we are not acting as the agent of the client, but rather as the principal, meaning the risk of selling the inventory is on the Company. The pre-purchased vouchers are considered “inventory” in our books until sold to and purchased by Travelzoo members. The vouchers are usually only redeemable with the client during a specified period and the Company does allow refunds in accordance with our policies. If we are unable to sell all of these pre-purchased vouchers, we may be required to impair that inventory and our operating results could be adversely affected. A significant impairment would have an adverse effect on our business, financial condition and results of operations.

Because we recognize revenue from subscriptions for our club membership over the term of the subscription, downturns or upturns may not be immediately reflected in our operating results.

We generally recognize membership revenue ratably over the terms of their agreements, which are typically one year. As a result, most of the revenue we report in each quarter is the result of subscription agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter may not be reflected in our revenue results for that quarter. Any such decline, however, will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns or declines in conversion or retention rates, may not be fully apparent or reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term.

Risks Related to Legal Uncertainty

We may become subject to shareholder lawsuits over alleged securities violations due to volatile stock price.

Shareholder lawsuits for securities violations are often launched against companies whose stock price is volatile. Such lawsuits involving the Company would require management’s attention to defend, which may distract attention from operating the Company. In addition, even if the lawsuit is meritless, the Company may incur substantial costs to defend itself and/or settle such claims, to minimize the distraction and costs of defense. Such lawsuits could result in judgments against the Company requiring substantial payments to claimants. Such costs may materially impact our results of operations and financial condition.

We are subject to laws and regulations worldwide, changes to which could increase the Company’s costs and individually or in the aggregate adversely affect the Company’s business.

The Company is subject to laws and regulations affecting its domestic and international operations in a number of areas. These U.S. and foreign laws and regulations affect the Company’s activities including, but not limited to, in areas of employment, advertising, digital content, consumer protection, real estate, billing, e-commerce, promotions, intellectual property, tax, anti-corruption, foreign exchange controls and cash repatriation restrictions, data privacy, anti-competition, health and safety, and vacation packaging. Compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may be inconsistent across jurisdictions, further increasing the costs of compliance and doing business. For example, Travelzoo and Jack’s Flight Club employ employees and engage contractors in various countries and therefore could be subject to misclassification or tax claims related to such arrangements or increased costs to ensure continued compliance as both companies grow and add to their workforce. In addition, the U.S. Federal Trade Commission and certain states (including California and Minnesota) have introduced or are considering laws aimed at eliminating or regulating "junk fees" that require us to include all mandatory, non-governmental fees and charges in the prices we display, even though these are set by our partners. The costs of compliance, which may arise in the future as a result of changes in these laws and regulations or in their interpretation, could individually or in the aggregate make the Company’s services less attractive, delay the introduction of new products, or cause the Company to change or limit its business practices or incur more costs to comply or defend itself. We have implemented policies and procedures designed to ensure compliance, but there can be no assurance that our employees, contractors, partners, or agents will not violate such laws and regulations or the Company’s policies and procedures. In particular, we cannot predict what, when and how the new administration in the U.S. may take actions to rollback or otherwise revise existing laws or regulations, or the ultimate impact such changes may have on our results of operations.

2019

products, or cause the Company to change or limit its business practices or incur more costs to comply or defend itself. We have implemented policies and procedures designed to ensure compliance, but there can be no assurance that our employees, contractors, partners, or agents will not violate such laws and regulations or the Company’s policies and procedures. In particular, we cannot predict what, when and how the current administration in the U.S. may take actions to rollback or otherwise revise existing laws or regulations, or the ultimate impact such changes may have on our results of operations.

The CARD Act and similar state and foreign laws may harm our Local Deals and Getaways business.

Vouchers may be considered gift cards, gift certificates, stored value cards or prepaid cards (“gift cards”) and therefore governed by, among other laws, the Credit Card Act of 2009 (the “CARD Act”), and state laws governing gift cards. Other foreign jurisdictions have similar laws in place, in particular European jurisdictions where the European E-Money Directive regulates the business of electronic money institutions. Many of these laws contain provisions governing the use of gift cards, including specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees. Purported class actions against other companies have been filed claiming that coupons similar to the vouchers are subject to the CARD Act and various state laws governing gift cards and that the defendants have violated these laws by issuing the coupons with expiration dates and other restrictions. In addition, investigations by certain state attorney general offices have been launched against other companies with regards to similar issues. If similar claims are asserted against the Company in respect of the Local Deals and Getaways vouchers and are successful, we may become subject to fines and penalties and incur additional costs. In addition, if federal or state laws require that the face value of our vouchers have a minimum expiration period beyond the period desired by a merchant for its promotional program, or no expiration period, this may affect the willingness of merchants to issue vouchers in jurisdictions where these laws apply. For unredeemed vouchers, similar laws in other jurisdictions require us or merchants to honor the face value of vouchers sold, after the redemption period. Such developments may materially and adversely affect the profitability or viability of our Local Deals and Getaways vouchers.

Certain gift card laws could require us to materially increase the estimated liability recorded in our financial statements and our operating results could be materially and adversely affected.

Some states and foreign jurisdictions include gift cards under their unclaimed and abandoned property laws, which require companies to remit to the government the value of the unredeemed balance on the gift cards after a specified period of time (generally between 1 and 5 years) and impose certain reporting and record keeping obligations. The analysis of the potential application of the unclaimed and abandoned property laws to our vouchers is complex, involving an analysis of constitutional and statutory provisions and factual issues, including our relationships with members and merchants and our role as it relates to the issuance and delivery of a voucher. In the event that one or more jurisdictions successfully challenges our position on the application of its laws to vouchers, or if the estimates that we use in projecting the likelihood of vouchers being redeemed prove to be inaccurate, our liabilities with respect to unredeemed vouchers may be materially higher than the amounts shown in our financial statements. If we are required to materially increase the estimated liability recorded in our financial statements, our net income could be materially and adversely affected. Moreover, a successful challenge to our position could subject us to penalties or interest, which would have a further material adverse impact on our net income.

Tax treatment of companies engaged in Internet commerce may adversely affect the use of our services and our results.

Due to the global nature of the Internet, it is possible that various states or foreign countries might attempt to regulate our transmissions or levy sales, income or other taxes relating to our activities. New or revised international, federal, state or local tax regulations may subject us or our members to additional sales, income and other taxes. We cannot predict the effect of any attempts to impose sales, income or other taxes on commerce over the Internet. New or revised taxes and, in particular, sales taxes, Valued Added Tax and similar taxes would likely increase the cost of doing business online and decrease the attractiveness of advertising and selling goods and services over the Internet. For example, due to media sales for travel agents, clients or partners in certain states with economic nexus provisions, we could have potential tax exposure. We are continuing to evaluate states and countries where we could have such exposure, including for Jack’s Flight Club. New taxes could also create significant increases in internal costs. Any of these events could have an adverse effect on our business and results.

We may suffer liability as a result of information transmitted over the Internet and claims related to our service offerings.

We may be sued for legal claims relating to information that is published or made available on our websites or service offerings we make available. The fact that we distribute information via email may subject us to additional potential risks, such as liabilities or claims resulting from unsolicited email or spamming, security breaches, illegal or fraudulent use of email or interruptions or delays in email or mobile service, etc. We have also seen an increase in claims relating to the Federal Wire Tap Act and “trap and trace” software in connection with the California Invasion of Privacy Act. These risks are elevated in certain jurisdictions, where our liability for such third-party actions may be less clear and we may be less protected. In addition, we could incur significant costs in investigating and defending such claims, even if we ultimately are not found liable. We are subject to risks associated with information disseminated through our websites and applications, including content that is produced by our editorial staff and errors or omissions related to our product offerings. Such information, whether accurate or inaccurate, may result in a lawsuit, which could materially and adversely affect our business. In addition, we may acquire confidential information, including credit card information, from users of our websites and mobile applications. Our existing security measures may not be successful in preventing breaches. Outside parties may attempt to fraudulently induce disclosure of sensitive information in order to gain access to our secure networks or to take over customer accounts. A party that is able to

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could incur significant costs in investigating and defending such claims, even if we ultimately are not found liable. We are subject to risks associated with information disseminated through our websites and applications, including content that is produced by our editorial staff and errors or omissions related to our product offerings. Such information, whether accurate or inaccurate, may result in a lawsuit, which could materially and adversely affect our business. In addition, we may acquire confidential information, including credit card information, from users of our websites and mobile applications. Our existing security measures may not be successful in preventing breaches. Outside parties may attempt to fraudulently induce disclosure of sensitive information in order to gain access to our secure networks or to take over customer accounts. A party that is able to circumvent our security systems could steal proprietary or other sensitive information. A security breach at any third-party supplier could result in negative publicity and exposure.

While we strive to use commercially acceptable means to protect personal data, no method of transmission over the Internet, or method of electronic storage, is 100% secure. Cyberattacks are increasing in frequency and sophistication and are evolving. Consequently, we may be unable to anticipate these attacks or to implement adequate preventative measures. We have experienced and responded to cyberattacks, which we believe have not had a significant impact on our systems or the security of any data maintained by us. Security breaches or the unauthorized disclosure of personal information could result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions. Any failure or perceived failure by us, or our service providers, to comply with any privacy-related obligations, or any compromise of security that results in the unauthorized release or transfer of data, may result in governmental enforcement actions, litigation or public statements against the Company by consumer advocacy groups or others and could cause our members to lose trust in us, which could have an adverse effect on our business and we may incur significant legal and financial exposure.

We could also be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business. There are a number of proposals for enactment or modification of data privacy laws pending or proposed in other jurisdictions (including various states across the U.S.), including laws and regulations which dictate whether, how and under what circumstances we can transfer, process, or receive certain data that is critical to our operations and consent-related requirements for email marketing. While we do not “sell” personal data and/or do not engage in “behavioral advertising”, as each are defined under the various laws and regulations in different jurisdictions, it is possible that these definitions may change and/or that regulators may not agree with our interpretations. Complying with these varying requirements could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. To the extent that regulatory authorities impose fines on the Company or require changes to the Company's business practices, the Company’s business and results of operations could be materially and adversely affected.

Certain laws and regulations could be expanded to include Travelzoo products or services, including vouchers.

Various federal laws, such as the Bank Secrecy Act and the USA PATRIOT Act and foreign laws and regulations, such as the European Directive on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing, impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services. For these purposes, financial institutions are broadly defined to include money services businesses such as providers of prepaid access cards. ~~Examples of requirements imposed include customer identification and verification programs, suspicious activity monitoring and reporting, record retention policies and transaction reporting.~~ We do not believe that we are a financial institution subject to these regulations based, in part, upon the closed loop nature and other characteristics of vouchers and our role with respect to the distribution of vouchers to members. However, the Financial Crimes Enforcement Network previously issued final rules regarding the scope and requirements for non-bank parties involved in stored value or prepaid access cards, including obligations on sellers or providers of “prepaid access”. Under the final rule, providers of closed loop vouchers, such as those offered through the Local Deals and Getaways, would only be subject to registration if the vouchers exceed $2,000 in total value or if they are sold in aggregate amounts exceeding $10,000 to any single person in one day. Should ~~the~~these ~~$2,000~~limits ~~limit~~ be exceeded ~~or should more than $10~~,~~000~~ ~~in aggregate vouchers be sold to any individual person (sales to businesses for resale or distribution are excluded)~~ then we may be deemed either a seller or provider of prepaid access subject to regulation. In the event that we become subject to these requirements or any other anti-money laundering laws or regulations imposing obligations on us as a money services business, our regulatory compliance costs to meet these obligations would likely increase which could reduce our net income. In addition, the costs for third parties to sell vouchers would increase, which may restrict our ability to enlist third parties to issue vouchers.

Many states and certain foreign jurisdictions impose license and registration obligations on those companies engaged in the business of money transmission, with varying definitions of what constitutes money transmission. We currently believe that we are not a money transmitter, given our role and the product terms of Travelzoo vouchers or other Travelzoo products or services. However, a successful challenge to our position or expansion of laws could subject us to increased compliance costs and delay our ability to offer our products or services in certain jurisdictions, pending receipt of necessary licenses.

Our internal control over financial reporting may not be effective which could impact our business.

The SEC approved amendments in 2018 that raised the cap for status as a “smaller reporting company”. Travelzoo has qualified as a smaller reporting company since 2020, meaning it is not subject to the SOX 404(b) requirement of having an auditor attestation report on internal control over financial reporting. However, we may be obligated to do so if we were no longer a smaller reporting company. We are unable to predict if we may have future ineffective controls and procedures, if we 21

22We are unable to predict if we may have future ineffective controls and procedures, if we will be able to effectively and efficiently remediate any such deficiencies and whether these deficiencies or the corresponding remediation efforts could result in a negative impact to our business. The SEC approved amendments in 2018 that raised the cap for status as a “smaller reporting company”. Travelzoo has qualified as a smaller reporting company since 2020, meaning it is not subject to the SOX 404(b) requirement of having an auditor attestation report on internal control over financial reporting. However, we may be obligated to do so if we were no longer a smaller reporting company.

will be able to effectively and efficiently remediate any such deficiencies and whether these deficiencies or the corresponding remediation efforts could result in a negative impact to our business.

We may be unable to protect our registered trademark or other proprietary intellectual property rights and may face liability from intellectual property litigation.

Our success depends to a significant degree upon the protection of the Travelzoo brand name. We rely on a combination of copyright and trademark laws, non-disclosure and other contractual arrangements to protect our intellectual property (“IP”) rights. The steps we have taken to protect our IP rights, however, may not always succeed in deterring misappropriation of proprietary information or preventing improper utilization of the Travelzoo brand name. We have registered the Travelzoo and Jack’s Flight Club trademarks in various jurisdictions. If we are unable to protect our rights, a key element of our strategy could be disrupted and our business could be adversely affected. We may not always be able to detect unauthorized use or take appropriate steps to enforce our IP rights. The laws of countries in which we may market our services in the future are uncertain and may afford little or no effective protection of our IP. The unauthorized reproduction or other misappropriation of our proprietary technology could enable third parties to benefit from our technology and brand name without paying us. If this were to occur, our business could be materially adversely affected. We cannot be certain that our products, content and brand names do not or will not infringe valid IP rights held by third parties. We may be subject to legal proceedings and claims from time to time relating to the IP of others in the ordinary course of business. We may incur substantial expenses in defending against these claims, regardless of their merit. Successful claims against us may result in monetary liability or a material disruption of our business. We endeavor to defend our IP rights diligently, but litigation is expensive and time consuming, and has and is likely to continue to divert managerial attention and resources from our business objectives. Resolution of claims may require us to obtain licenses to use IP rights, which may be expensive to procure.

Risks Related to Investment in our Shares

Our stock price has been volatile historically and may continue to be volatile.

The trading price of our common stock has been and may continue to be subject to wide fluctuations. During the twelve months ended December 31, ~~2024~~2025, the closing price of our common stock on NASDAQ ranged from $76.1259 to $2224.4485. Our stock price may fluctuate in response to a number of factors, such as quarterly variations in operating results; announcements by us or our competitors; changes in financial estimates and recommendations by securities analysts; the operating and stock price performance of comparable companies; news reports relating to trends in our markets or general economic conditions; the level of demand for our stock, including the amount of short interest in our stock; stockholder collateral arrangements, and cash requirement on funds or stockholders that result in stockholder trades; and repurchases of our common stock, including failure to meet internal or external expectations around the timing or price of share repurchases and any reductions or discontinuances of repurchase activities. There are several products offered in the market that allow stockholders to hedge stock, pledge their stock for collateral or engage in short selling, which can negatively impact the price of our stock. The Company does not prohibit these arrangements but does have strict policies against trading with material non-public information. Our stock price may be volatile given that operating results may vary from the expectations of securities analysts and investors, which are beyond our control. In the event that our operating results fall below expectations, the trading price of our common shares may decline significantly. Moreover, fluctuations in our stock price and our price-to-earnings multiple may have made our stock attractive to hedge or day-trading investors who often shift funds into and out of stocks rapidly, exacerbating price fluctuations in either direction, particularly when viewed on a quarterly basis. In addition, the stock market in general, and the market prices for Internet-related companies in particular, have experienced volatility that often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance. Negative market conditions could adversely affect our ability to raise additional capital or the value of our stock in connection with merger and acquisition activities.

We have a significant shareholder.

Ralph Bartel, who founded Travelzoo, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro. Azzurro is the Company’s largest shareholder, and as of December 31, ~~2024~~2025, holds approximately 3733.5% of the Company's outstanding shares. Azzurro previously held greater than 50% ownership until approximately 2018 and again from late 2022 until Q2 2023 and should Azzurro purchase additional shares or should the Company repurchase additional shares of its common stock, Azzurro’s ownership percentage could increase again, potentially above 50%, resulting in the Company being a controlled company again. The Company already has in place applicable corporate governance processes and procedures necessary for a controlled company to ensure independence (e.g., board of directors with majority independent directors, committees comprised solely of independent directors, etc.). Holger Bartel, the Company’s Global Chief Executive Officer, is Ralph Bartel’s brother and holds less than 1% of the Company’s outstanding shares. It is possible that the interests of Azzurro may conflict with those of the Company or its other stockholders in the future. As a result of Azzurro’s

2322

in the Company being a controlled company again. The Company already has in place applicable corporate governance processes and procedures necessary for a controlled company to ensure independence (e.g., board of directors with majority independent directors, committees comprised solely of independent directors, etc.). Holger Bartel, the Company’s Global Chief Executive Officer, is Ralph Bartel’s brother and did not hold any of the Company’s outstanding shares as of December 31, 2025. It is possible that the interests of Azzurro may conflict with those of the Company or its other stockholders in the future. As a result of Azzurro’s ownership interests and voting power, they could be in a position to influence significant corporate actions. Our other stockholders will therefore have limited influence and control on matters requiring stockholder approval and this significant ownership position could discourage others from initiating any potential merger or takeover that may otherwise be beneficial to Travelzoo stockholders.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

The Company, including its Board of Directors, Audit Committee, management and internal legal, information technology (IT) and finance teams, recognize the importance of safeguarding the Company’s data, information systems and technology assets, as it is a critical part of the trust that we have built with our members, partners and employees.

Risk Management and Strategy

Our approach involves an annual review of our established IT systems and vendor relationships, to assess salient risks and discuss mitigation procedures, as well as the establishment of an Incident Response Team appointed to manage cybersecurity risk, which meets at least twice per year. The Incident Response Team is led by the Company’s Systems Administrator and Cybersecurity Analyst, and includes employees from different functions and levels of the organization, including the Head of Engineering (most senior IT leader), the ~~General~~Chief ~~Counsel~~Membership Officer and ~~Head~~General ofCounsel ~~Global Functions~~ (executive-level legal), the Global Head of Business Services (most senior business operations leader), as well as representatives from finance, marketing, and customer service. The team is also supported by external vendors and consultants, as needed (for example, specialized cybersecurity legal counsel, specialized IT cybersecurity agencies and Sarbanes-Oxley (SOX) compliance/audit consultants to assist with internal controls review). We also carry cyber liability insurance to compensate us for losses that may occur as a result of certain cybersecurity incidents.

The Incident Response Team follows industry best-practices for Payment card industry (PCI) compliance and cybersecurity. Starting in Q1, the team reviews the Company’s plan and policy for cybersecurity incident response, making updates as needed to reflect changes in the systems, processes or requirements of the organization. The team then coordinates a broader meeting where a testing incident is provided and discussed, to ensure that everyone across the organization is aligned and understands the process should an incident arise in the future. The scenarios involve realistic threats to prompt discussion and practice in the application of the Company’s policies. The Company established this process with the support of outside consultants to ensure it aligns with industry best practices. It is customized to address the most prominent IT and cybersecurity risks based on the Company’s assessments. Any significant changes in policies, risk profiles, internal practices, etc. are reported to the Company’s Chair of the Board and Board of Directors, as needed.

Separately from the Incident Response Team, the Company requires all employees to complete an annual security training and the Company’s Head of Corporate Systems evaluates security features and compliance with security requirements by employees on an ongoing basis, in consultation with legal.

Given the importance of our member data, the Company has also appointed an internal Data Protection Officer (DPO), who is a member of the Company’s legal function and who has received outside training and qualifications. The Company’s DPO reviews any changes in rules, requirements, internal policies and procedures and ensures the Company’s compliance for data privacy globally is up-to-date (including vendor relationships, privacy policy, data subject access request processes, website terms, employee processes, etc.). The DPO also administers annual data privacy training to all employees and reviews processes and security procedures with the Head of Corporate Systems and IT team, to ensure no areas of exposure or material risk for the Company’s data.

We rely on certain third-party computer systems and third-party service providers in connection with providing some of our services (including our hotel platform and email newsletters). We also depend upon various third parties to process payments for our voucher transactions around the world. These third-party business partners, service providers, and consultants need to access certain of our member and other data, and connect to our computer networks. We define expected security and privacy requirements through our contracting processes with third parties and we perform third-party cyber risk assessments to monitor the cyber risk management efforts of third parties as needed.

Although we expend significant internal resources to protect against security breaches, our existing security measures may not be successful in preventing all attacks on our systems. We have experienced cybersecurity incidents and threats, including malware, phishing, partner and customer account takeover attacks, and denial-of-service attacks on our systems. We do not believe these cybersecurity incidents have had a materially adverse effect on our Company, including our business strategy, results of operations, or financial condition. For further discussion, please review our Risk Factors.23

24Although we expend significant internal resources to protect against security breaches, our existing security measures may not be successful in preventing all attacks on our systems. We have historically experienced cybersecurity incidents and threats, including malware, phishing, partner and customer account takeover attacks, and denial-of-service attacks on our systems. We do not believe these cybersecurity incidents have had a materially adverse effect on our Company, including our business strategy, results of operations, or financial condition. For further discussion, please review our Risk Factors.

Governance

The Board, in coordination with the Audit Committee, oversees the Company’s risk management program, which includes evaluation of material cybersecurity-related risks as needed. The Audit Committee receives from time-to-time presentations and reports from both Company management and third parties, as appropriate, that address cybersecurity and data protection topics, including evolving standards, third-party and independent reviews, technology trends and information security considerations. The Audit Committee meets at least quarterly with Company management and the Company’s external SOX consultant to discuss internal IT controls and, in reviewing the controls, exercises oversight into the Company’s IT processes and any areas of risk. Additionally, should an incident arise that is material, the Incident Response Team promptly apprises the Chair of the Board of Directors and the Audit Committee and provides ongoing updates until such incident has been resolved. At regularly scheduled Board meetings, the Audit Committee Chair provides the Board with an update as needed on any significant matters discussed, reviewed, considered and approved by the committee since the last regularly scheduled Board meeting.

Item 2. Properties

We are headquartered in New York, New York, where we occupy approximately 13,500 square feet of leased office space. In addition to our New York office, we have several leased offices throughout the U.S. and Canada for our North America operations, including offices in Chicago, Illinois; Miami, Florida and Toronto, Ontario. We also have leased offices for our Europe operations in Germany, Spain, and the U.K., including offices in Barcelona, Berlin, London, and Munich.

We believe that our leased facilities are adequate to meet our current needs; however, we intend to expand our operations and therefore may require additional facilities in the future. We believe that such additional facilities are available.

Item 3. Legal Proceedings

The information set forth under Note 5–Commitments and Contingencies to the accompanying consolidated financial statements included in Part II, Item 8 of this report is incorporated herein by reference.

Item 4. Mine Safety Disclosure

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Since August 18, 2004, our common stock has been trading on the NASDAQ Global Select Market under the symbol “TZOO.” The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported by NASDAQ.

	High		Low
2025:
Fourth Quarter	$	10.69	$	6.59
Third Quarter	$	14.05	$	9.20
Second Quarter	$	16.56	$	10.39
First Quarter	$	24.85	$	12.95
2024:
Fourth Quarter	$	22.44	$	11.37
Third Quarter	$	15.23	$	7.12
Second Quarter	$	10.65	$	7.39
First Quarter	$	11.23	$	8.02
2023:
Fourth Quarter	$	10.45	$	5.08
Third Quarter	$	8.83	$	5.83
Second Quarter	$	10.42	$	5.64
First Quarter	$	6.04	$	4.51

On March 179, ~~2025~~2026, the last reported sales price of our common stock on the NASDAQ Global Select Market was $146.4264 per share.

As of March 179, ~~2025~~2026, there were approximately ~~161~~155 stockholders of record of our shares.

Dividend Policy

Travelzoo has not declared or paid any cash dividends since inception and does not expect to pay cash dividends for the foreseeable future. The payment of dividends will be at the discretion of Travelzoo’s Board of Directors and will depend upon factors such as future earnings, capital requirements, our financial condition and general business conditions.

Sales of Unregistered Securities

In connection with that certain Stock Purchase Agreement, by and between Azzurro and the Company, dated as of December 30, 2022, the Company issued 3,410,000 shares of common stock of the Company in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) or another available exemption from the Securities Act. The Shares were registered by the Company pursuant to an S-3 registration statement made effective on February 15, 2023.

Repurchases of Equity Securities

We repurchased ~~135~~911,~~792~~529 of our equity securities during the ~~quarter~~year ended December 31, ~~2024~~2025.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Maximum Shares that May Yet be Purchased Under the Programs
October 1, 2024 - October 31, 2024	52,418	$	16.64	52,418	947,582
January 1, 2025 - March 31, 2025	590,839	$	15.09	590,839	320,690
November 1, 2024 - November 30, 2024	83,374	$	17.51	83,374	864,208
April 1, 2025 - June 30, 2025	172,088	$	14.53	172,088	148,602
December 1, 2024 - December 31, 2024	0	$	—	0	864,208
July 1, 2025 - September 30, 2025	148,602	$	10.40	148,602	—
	135,792			135,792
October 31, 2025 - December 31, 2025	—	$	—	—	—
	911,529			911,529

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Performance Graph

The following graph compares, for the dates specified, the cumulative total stockholder return for Travelzoo, the NASDAQ Composite Index (the “NASDAQ Market Index”), and the Russell 2000 Index. Measurement points are the last trading day of each of the Company's fiscal years ended December 31, 2019, December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024, and December 31, ~~2024~~2025. The graph assumes that $100 was invested on December 31, 2018 in the Common Stock of the Company, the NASDAQ Market Index and the Russell 2000 Index and assumes reinvestment of any dividends. The stock price performance on the following graph is not indicative of future stock price performance.

Measurement Point	12/31/2018		12/31/2019		12/31/2020		12/31/2021		12/31/2022		12/31/2023		12/31/2024		12/31/2025
Travelzoo	$	100	$	109	$	96	$	96	$	45	$	97	$	202	$	72
NASDAQ Market Index	$	100	$	135	$	194	$	236	$	158	$	226	$	291	$	350
Russell 2000 Index	$	100	$	124	$	146	$	167	$	131	$	150	$	165	$	184

Item 6. Reserved

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information in this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations, assumptions, estimates and projections about Travelzoo and our industry. These forward-looking statements are subject to the many risks and uncertainties that exist in our operations and business environment that may cause actual results, performance or achievements of Travelzoo to be different from those expected or anticipated in the forward-looking statements. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as “may”, “will”, “should”, “estimates”, “predicts”, “potential”, “continue”, “strategy”, “believes”, “anticipates”, “plans”, “expects”, “intends”, and similar expressions are intended to identify forward-looking statements. Travelzoo’s actual results and the timing of certain events could differ significantly from those anticipated in such forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those discussed elsewhere in this report in the section entitled “Risk Factors” and the risks discussed in our other SEC filings. The forward-looking statements included in this report reflect the beliefs of our management on the date of this report. Travelzoo undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other circumstances occur in the future.

Overview

Travelzoo, ~~the~~(including ~~club~~its ~~for~~subsidiaries ~~travel~~and ~~enthusiasts~~affiliates, the “Company” or “we”) is a global Internet media company. We operate Travelzoo®, the club for travel enthusiasts, Jack’s Flight Club®, and Travelzoo META. We reach 30 million travelers. Club Members, who pay a membership fee, receive Club Offers ~~personally~~negotiated ~~reviewed~~and rigorously vetted by our deal experts around the globe. WeOur ~~work~~relationships ~~in partnership~~ with thousands of top travel suppliers—~~our long-standing relationships~~ give us access to irresistible deals. Our club and its benefits are built around the lifestyle of a travel enthusiast.

~~Our~~Travelzoo ~~most~~membership ~~important~~has ~~products~~historically been free, however, beginning in 2024, new members in the United States, Canada, United Kingdom and ~~services~~Germany are ~~the~~charged ~~Travelzoo~~an ~~website~~annual fee of $40 (~~travelzoo.com~~or local equivalent), with the ~~Travelzoo~~2024 ~~iOS~~annual ~~and~~fee ~~Android~~waived ~~apps,~~for ~~the~~existing ~~Top~~members ~~20®~~as ~~email~~of ~~newsletter~~December 31, ~~Standalone~~2023. ~~email~~On ~~newsletters~~January 1, ~~the Travelzoo Network~~2026, ~~and~~we ~~Jack's~~increased ~~Flight~~the ~~Club®.~~annual ~~Our~~membership ~~Travelzoo~~fee ~~website~~to ~~and~~$50 ~~newsletters~~in ~~include~~the ~~Local~~United ~~Deals~~States ~~and~~for ~~Getaways~~new ~~listings~~members, ~~that~~For ~~allow~~existing ~~our~~ members, tothe ~~purchase~~new ~~vouchers~~pricing ~~for~~will ~~offers~~apply from ~~local~~the ~~businesses~~next ~~such~~renewal asof ~~spas,~~their ~~hotels~~membership ~~and~~after ~~restaurants~~February 1, 2026. ~~Jack's~~For ~~Flight~~any ~~Club~~subscription isrevenue aderived ~~subscription~~from ~~service~~the ~~that~~paid ~~provides~~membership, ~~members~~we ~~with~~recognize ~~information~~revenue ~~about~~monthly ~~exceptional~~pro ~~airfares~~rata over the subscription period.

~~Travelzoo~~We ~~membership~~also ~~has~~license ~~historically~~Travelzoo ~~been free~~products, ~~however,~~services ~~beginning~~and inintellectual ~~2024,~~property ~~new~~to ~~members~~licenses in ~~the~~(a) ~~United States~~Australia, ~~Canada~~New Zealand, ~~United~~and ~~Kingdom~~Singapore and ~~Germany~~(b) ~~are~~Japan ~~charged~~and anSouth ~~annual~~Korea, ~~fee~~in ofeach ~~$40~~case, ~~(or~~where ~~local~~the ~~equivalent),~~Company ~~with~~is ~~the~~entitled ~~2024~~to ~~annual~~a ~~fee~~quarterly ~~waived~~royalty ~~for~~payment ~~existing~~based ~~members~~on asa percentage of ~~December~~net 31revenue. The Company recognized $68,000 ~~2023.~~and ~~For~~$71,000 ~~any~~in ~~subscription~~royalties ~~revenue~~in ~~derived~~2025 ~~from~~and 2024, respectively. Under the ~~paid~~licensing ~~membership~~agreements, weTravelzoo's ~~recognize~~existing ~~revenue~~members ~~monthly~~in ~~pro~~the ~~rata~~applicable ~~over~~territories ~~the~~continue ~~subscription~~to ~~period.~~be owned by the Company.

WeThrough ~~also license~~ Travelzoo ~~products~~META, ~~services~~we ~~and~~plan ~~intellectual~~to ~~property~~include toMetaverse ~~licenses~~travel inexperiences (as a) ~~Australia,~~benefit ~~New~~of ~~Zealand,~~Travelzoo ~~and~~club ~~Singapore~~membership ~~and~~in ~~(b)~~2026, ~~Japan~~allowing ~~and~~us ~~South~~to ~~Korea,~~utilize inand ~~each~~leverage ~~case,~~all ~~where~~we ~~the~~have ~~Company~~learned isand ~~entitled~~developed toover athe ~~quarterly~~past ~~royalty~~few ~~payment~~years ~~based~~for onTravelzoo aMETA ~~percentage~~for the benefit of ~~net~~our ~~revenue~~Club Members. ~~The~~MTE ~~Company~~also ~~recognized~~continues ~~$71,000~~to ~~and~~operate ~~$71,000~~its inlegacy ~~royalties~~business in ~~2024~~retail and ~~2023~~fashion, ~~respectively.~~which ~~Under~~is ~~the~~included ~~licensing agreements, Travelzoo's existing members~~ in ~~the~~but ~~applicable~~not ~~territories~~material ~~continue~~ to ~~be owned by~~ the Company.’s consolidated results

In March 2022 we announced the development of, and in May 2023 we launched Travelzoo META, to extend the range of experiences we offer consumers to the emerging metaverse. On December 30, 2022, we acquired Metaverse Travel Experiences, Inc., now Metaverse Travel Experiences, LLC (“MTE”), to support Travelzoo META in sourcing prospective travel experiences. MTE also continues to operate its legacy business in retail and fashion, which is included in but not material to the Company’s consolidated results.

APAC Exit and Pivot to Licensing Model

In March 2020, Travelzoo exited its loss-making Asia Pacific business and pivoted to a licensing model. The Company’s Asia Pacific business was classified as discontinued operations at March 31, 2020.

Travelzoo currently has license agreements covering Australia, New Zealand and Singapore, as well as Japan and South Korea. The license agreement for Australia, New Zealand and Singapore provides the licensee exclusive rights to use the Travelzoo products, services and intellectual property in Australia, New Zealand and Singapore in exchange for quarterly royalty payments based upon net revenue over a 5 year term, with an option to renew. The Company recognized royalties of $41,000 and $35,000 from the licensee for the years ended December 31, 2024 and 2023, respectively.

The license agreement for Japan and South Korea provides the licensee exclusive rights to use Travelzoo products, services, and intellectual property in exchange for quarterly royalty payments based on net revenue over a 5 year term, with an option to renew. The Company recognized royalties of $30,000 and $36,000 from the licensee for the years ended December 31, 2024 and 2023, respectively.

Reportable Segments

The Company determines its reportable segments based upon the Company's chief operating decision maker managing the performance of the business. The Company currently has four reportable operating segments: Travelzoo North America, Travelzoo Europe, Jack’s Flight Club and New Initiatives. Travelzoo North America consists of the Company’s operations in the U.S. and Canada. Travelzoo Europe consists of the Company’s operations in France, Germany, Spain and the U.K. Jack’s Flight Club consists of subscription revenues from premium members to access and receive flight deals from Jack’s Flight Club via email or mobile applications. New Initiatives consists of Travelzoo’s licensing business, the Travelzoo META subscription service and MTE. For the year ended December 31, ~~2024~~2025, Travelzoo North America operations comprised 66% of revenues, Travelzoo Europe operations comprised 2928% of revenues and Jack's Flight Club comprised 56% of revenues. Financial information with respect to our business segments and certain financial information about geographic areas appears in Note 11–Segment Reporting and Significant Customer Information to the accompanying consolidated financial statements included in Part II, Item 8 of this report is incorporated herein.

When evaluating the financial condition and operating performance of the Company, management focuses on financial and non-financial indicators such as growth in the number of members to the Company’s newsletters, operating margin, growth in revenues in the absolute and relative to the growth in reach of the Company’s publications measured as revenue per member and revenue per employee as a measure of productivity.

How We Generate Revenues

Revenues from the Travelzoo brand and business are generated primarily from three categories: Advertising and Commerce, Membership Fees, and Other.

The "Advertising and Commerce" category consists primarily of (a) advertising fees paid by travel companies for the publishing of their offers on Travelzoo’s media properties, (b) ~~commission~~commissions and revenues generated from the sale of Getaways vouchers and bookings on our hotel platform, and (c) publishing fees from high-quality local businesses, sale of Local Deals vouchers and entertainment offers. Advertising fees may be based on audience reach, placement in email newsletters or on media properties, number of listings, number of clicks, and/or actual sales. We typically recognize advertising revenues upon delivery of emails or clicks, as tracked by our internal platform or third-party platforms, in the period of the applicable insertion orders, which are typically for periods between one month and twelve months and are not automatically renewed. For Getaways vouchers, we recognize a percentage of the face value of vouchers upon sale as commission, net of an allowance for future refunds. Merchant agreements for Getaways advertisers are typically for periods between twelve and twenty-four months and are not automatically renewed. Revenues generated from local business offers are based upon a percentage of the face value of the vouchers sold, commission on actual sales or a listing fee based on audience reach. We recognize revenue upon the sale of vouchers, upon notification of the amount of direct bookings or upon delivery of emails. For Local Deals vouchers, we recognize a percentage of the face value of vouchers upon the sale of the vouchers, net of an allowance for refunds. Insertion orders and merchant agreements for Local Deals are typically for periods between one and twelve months and are not automatically renewed.

~~The~~In ~~"Membership~~certain ~~Fees" category consists of subscription fees paid by Travelzoo~~scenarios, ~~Jack's~~the ~~Flight~~Company ~~Club,~~will ~~and~~pre-purchase ~~Travelzoo~~vouchers ~~META members. Travelzoo® membership has historically been free, however, on January 1, 2024, Travelzoo introduced an annual membership fee of $40 (~~or ~~local~~hotel ~~equivalent)~~inventory ~~for new members~~ (in the ~~United~~form ~~States, Canada, United Kingdom and Germany, with the 2024 annual fee waived for existing members as~~ of ~~December~~credit 31amounts, 2023. We recognize subscription revenues ratably over the respective subscription periods. Jack’s Flight Club subscription options are quarterly, semi-annually, and annually. We recognize subscription revenues ratably over the respective subscription periods. For Travelzoo META, a founding membership was launched in 2022 following a test-and-learn strategy. vouchers

or gift cards) in bulk from clients and partners (e.g. hotel or spa partners). In those scenarios, the Company is not acting as the

agent, but rather as the principal. The pre-purchased vouchers are recorded as inventory, within prepaid expenses and other on

the condensed consolidated balance sheet until sold to and purchased by Travelzoo members, at which point, the amount for

which the vouchers were sold to Travelzoo members is recognized fully as revenue and the amount for which the vouchers

were purchased from the hotel or spa partners is recognized as cost of revenues.

The "Membership Fees" category consists of subscription fees paid by Travelzoo and Jack's Flight Club members. Travelzoo membership has historically been free, however, on January 1, 2024, Travelzoo introduced an annual membership fee of $40 (or local equivalent) for new members in the United States, Canada, United Kingdom and Germany, with the 2024 annual fee waived for existing members as of December 31, 2023. On January 1, 2026, we increased the annual membership fee to $50 for new members in the United States only. For existing members, the new pricing will apply from the next renewal of their membership after February 1, 2026. We recognize subscription revenues ratably over the respective subscription periods. Jack’s Flight Club subscription options are quarterly, semi-annually, and annually. We recognize subscription revenues ratably over the respective subscription periods.

The "Other" category consists of licensing fees from license agreements, as well as the retail business originally operated by MTE and acquired and maintained by the Company following the acquisition of MTE.

Trends in Our Business

Our ability to generate revenues in the future depends on numerous factors, including those relating to members, advertisers, competitors, the travel industry, the online advertising business, internal factors and external factors.

Factors relating to members include their willingness to purchase the deals we advertise, their demand for vouchers as a promotional format, and with the introduction of membership fees for new members in 2024 and existing members in 2025, our ability to enroll new paying members and transition existing members to paid membership, without adversely affecting our membership base and existing advertising revenue streams.

ability to enroll new paying members and transition existing members to paid membership, without adversely affecting our membership base and existing advertising revenue streams.

Factors relating to advertisers include our ability to sell more advertising to existing and new advertisers, our ability to enhance our audience reach and advertising rates, spending controls by travel intermediaries to focus on improving profitability, and advertiser shifts from one advertising service (e.g. Top 20) to another (e.g. Local Deals and Getaways). Advertiser shifts between advertising services could result in no incremental revenue or less revenue than in previous periods, depending on amounts purchased, and in particular with Local Deals and Getaways, depending on how many vouchers are purchased by members.

Factors relating to competitors include the willingness of certain competitors to grow their business unprofitably. Factors relating to the travel industry include lingering effects of the global pandemic, geopolitical tensions affecting consumer travel to certain regions, and risk of future unforeseeable macro events that impact travel, while factors relating to the online advertising business include shifts in consumer use of different digital media formats such as from desktop to mobile, from mobile web to mobile app, and from email to push notifications and SMS text messaging. 28

Internal factors include risks relating to our ability to continue to service members without interruption, our ability to develop and launch new products members will utilize and advertisers will adopt, and hiring and relying on key employees for the continued maintenance and growth of our business.

External factors include the introduction of new methods of advertising, the relative condition of the economy, cybersecurity risks due to increased dependence on digital technologies, and climate change and related legislation, to the extent such legislation impacts the businesses of our advertisers such as airlines and cruise ship operators, which have come under increasing scrutiny for their carbon footprints.

Our ability to continue generating revenues through advertising, commissions and subscriptions depends heavily upon our ability to maintain and grow an attractive audience for our publications. We monitor our membership base to assess our efforts to maintain and grow our audience reach. We obtain additional members and activity on our websites by acquiring traffic from Internet search companies. The costs to grow our audience have had, and we expect will continue to have, a significant impact on our financial results and can vary from period to period. With the introduction of membership fees in 2024, our former user acquisition strategies and marketing tactics are no longer applicable for the Travelzoo membership base, and we are developing new ~~user~~member acquisition strategies whose timeframes to become effective are inherently uncertain. While we are initially reducing our expenditures on acquiring traffic as we test new strategies for efficacy, in time we may need to increase these expenditures to maintain or grow our audience and reach of our publications. We continue to see a shift in ~~users~~members accessing our services through mobile devices and social media and, therefore, anticipate continuing to address this growing channel through increased marketing on social media channels.

We believe that an important factor for our advertising rates is the reach of our publications, however, we also believe that there are other important factors, such as the engagement of our membership base with our content. With the introduction of a membership fee in 2024, the main way in which we will increase our reach and our engagement is by acquiring new Club Members, or paying members. We do not know if we will be able to efficiently or effectively acquire Club Members at sufficient volumes. We therefore also do not know if we will be able to increase the reach of our engagement with our publications. Even if we are able to increase the reach of our publications, we still may not be able to or want to increase rates given market conditions, including intense competition in our industry. Even if we increase our rates, the increased price may reduce the number of advertisers willing to advertise with us and could, therefore, decrease our revenue. We may need to decrease our rates based on competitive market conditions and the performance of our audience in order to maintain or grow our revenue. While we will have membership revenue to offset any reductions in advertising revenue or add incrementally to advertising revenue so that we can continue to grow total revenue, we are unsure of the volumes in which we will be able to convert to membership from either our existing database or through new member acquisition.

We do not know what our cost of revenues as a percentage of revenues will be in future periods. Our cost of revenues may change in relation to volume and terms with third-party partners of the Travelzoo network, incurring merchant processing fees from the sale of vouchers for Local Deals and Getaways and payment of membership fees, changes in refund request trends and provisioning of customer service. We expect fluctuations in cost of revenues as a percentage of revenues from quarter to quarter. Some of the fluctuations may be significant and may have a material impact on our results of operations.

We do not know what our sales and marketing expenses as a percentage of revenue will be in future periods. Changes in the average cost per acquisition of new members impacts our advertising expenses and sales and marketing expenses as a percentage of revenue, and are not readily predictable. With the introduction of membership fees in 2024, we ~~expect~~expected the cost of acquiring new paying members to increase significantly, as compared with the cost of acquiring non-paying members prior to 2024. ~~Initially~~In 2025, advertising expenditures increased significantly as we ~~are~~implemented ~~reducing~~new ~~our~~strategies ~~advertising~~to ~~expenditures~~acquire Club Members. However, as we ~~are~~test nonew ~~longer~~strategies ~~offering~~and ~~free~~gain ~~memberships~~more ~~for~~learnings ~~new~~as to acquiring paying members, our expenditures may fluctuate. In addition, there may be a significant number of members that cancel or we may cancel their subscriptions for various reasons, which may prompt us to spend more on member acquisition in order to replace lost members.

and, accordingly, prior user acquisition strategies are not in use. Further, we are early in the development of new strategies to acquire paying members, so our test budgets have not yet fully scaled. However, as we test new strategies and gain more learnings as to acquiring paying members, our expenditures may increase significantly. In addition, there may be a significant number of members that cancel or we may cancel their subscriptions for various reasons, which may prompt us to spend more on member acquisition in order to replace lost members.

In addition to the type of membership offered, we believe the average cost per acquisition depends mainly on the advertising rates we pay for media buys, the quality of the members we acquire, our ability to manage our member acquisition efforts successfully, the regions we target to acquire new members and the relative costs for that region, and the degree of competition in our industry. All else equal, increased competition may require us to increase advertising for our brand and advertisers’ deals.

Beside member acquisition costs, we may see a unique opportunity for a brand marketing campaign, experience increases in the cost of retaining or sourcing new advertiser clients, or change the number of personnel or compensation structure for the Sales and marketing function, any of which would result in an increase in sales and marketing expenses. We expect fluctuations in sales and marketing expenses as a percentage of revenue from year to year and from quarter to quarter. Some of the fluctuations may be significant and have a material impact on our results of operations. We expect increased marketing expenses to spur continued growth in revenue in future periods; however, we cannot be assured of this due to the many factors that impact our growth. We expect to adjust the level of such incremental spending dynamically during any given quarter based upon market conditions, as well as our performance in each quarter.

We do not know what our product development expenses as a percentage of revenue will be in future periods. There may be fluctuations that have a material impact on our results of operations. Product development changes may lead to reductions of revenue based on changes in receptivity of our offerings to our member audience and advertiser clients. We expect our efforts in developing products and services will continue to be a focus in the future, which may lead to increased product development expenses. Increases in expense may result from costs related to third-party technology service providers and software licenses, headcount and the use of professional services.

We do not know what our general and administrative expenses as a percentage of revenue will be in future periods. There may be fluctuations that have a material impact on our results of operations.

We do not know what our income taxes will be in future periods. There may be fluctuations that have a material impact on our results of operations. Our income taxes are dependent on numerous factors such as the geographic mix of our taxable income, foreign, federal, state and local tax law and regulations and changes thereto. Our income taxes are also dependent on the determination of whether valuation allowances for certain tax assets are required or not, any audits of prior years' tax returns that result in adjustments, resolution of uncertain tax positions and different treatments for certain items for tax versus book purposes. We expect fluctuations in our income taxes from year to year and from quarter to quarter, which may be significant and have a material impact on our results of operations.

The key elements of our growth strategy include building our trusted travel, entertainment and local brands, increasing the value and engagement of our membership base, sourcing more exclusive and compelling offers from advertisers, and innovating with new experiences and revenue streams. We expect to continue our efforts to grow; however, we may not grow or we may experience slower growth.30

We believe that we can sell more advertising if the market for online advertising continues to grow and if we can maintain or increase our market share. We believe the market for advertising continues to shift from offline to online. We do not know if we will be able to maintain or increase our market share. We do not know if we will be able to increase the number of our advertisers in the future. We do not know if we will have market acceptance of our new products or whether the market will continue to accept our existing products.

Results of Operations

The following table sets forth, as a percentage of total revenues, the results from our operations for the periods indicated.

	2024		2023
	2025		2024
Revenues	100.0	%	100.0	%
Cost of revenues	1219.57		12.95
Gross profit	8780.53		87.15
Operating expenses:
Sales and marketing	4149.14		4441.71
Product development	2.98		2.59
General and administrative	2120.56		21.45
Total operating expenses	6572.58		6865.65
Operating income	227.05		1822.50
Other income, net	0.78		10.7
Income from continuing operations before income taxes	22.7		20.2
Income from operations before income taxes	8.3		22.7
Income tax expense	62.49		6.04
Income from continuing operations	16.3		14.2
Income from operations	5.4		16.3
Income from discontinued operations, net of tax	—		0.5
Net income	5.4		16.3
Net income	16.3		14.7
Net income attributable to non-controlling interest	0.3		0.1
Net income attributable to non-controlling interest	0.1		0.1
Net income attributable to Travelzoo	5.1	%	16.2	%
Net income attributable to Travelzoo	16.2	%	14.6	%
Net income attributable to Travelzoo operations	5.1	%	16.2	%
Net income attributable to Travelzoo—continuing operations	16.2	%	14.1	%
Net income attributable to Travelzoo—discontinued operations	—	%	0.5	%

3231

Revenues

The following table sets forth the breakdown of revenues (in thousands) by category Advertising, Membership Fees, and Other. Advertising includes travel publications (Top 20, Travelzoo website, Standalone email newsletters, Travelzoo Network), Getaways vouchers, hotel platform, vacation packages, Local Deals vouchers and entertainment offers (vouchers and direct bookings). Membership Fees includes subscription fees paid by Travelzoo, and Jack’s Flight Club ~~and Travelzoo META~~ members. Other includes licensing fees from license agreements and the retail business acquired with MTE.

	Year Ended December 31,
	2024		2023
	2025		2024
Advertising	$	78,396	$	80,128
Advertising and Commerce	$	78,446	$	78,396
Membership Fees	513,~~399~~193		45,~~145~~399
Other	~~107~~80		~~204~~107
Total revenues	$	8391,~~902~~719	$	8483,~~477~~902

Advertising and Commerce

Advertising ~~revenue decreased $1.7 million, or 2%, from 2023 to 2024. This decrease was primarily due to $2.1 million decrease in revenues from Top 20~~ and ~~offset~~Commerce byrevenue ~~increases~~remained inflat ~~other~~year ~~revenue~~over ~~products~~year.

Membership Fees

Revenues from Membership fees increased $17.38 million, or 30144%, from ~~2023~~2024 to ~~2024~~2025 due to the increase of members paying subscription fees for both Travelzoo and Jack's Flight Club.

Other

Revenues from Other decreased $9727,000 due to decrease in activities attributable to MTE.

Cost of Revenues

Cost of revenues consists primarily of network expenses related to powering the Company's websites, ~~including~~database ~~fees~~services, ~~for~~sending coe-~~location~~mails, ~~services~~amortization ~~and~~of ~~depreciation~~capitalized ~~and~~website ~~maintenance~~development ofcosts, ~~network~~software ~~equipment~~and license expenses, ~~payments~~publishing ~~made~~fees to ~~third-party~~ partners of the Travelzoo Network, ~~amortization~~costs ofincurred ~~capitalized~~upon ~~website~~the ~~development~~sale ~~costs,~~of ~~software~~pre-purchased ~~license~~vouchers ~~expenses,~~and ~~merchant~~other ~~processing fees~~products, ~~certain~~including ~~estimated~~directly ~~refunds~~attributable ~~for~~ member ~~purchases~~services of(call ~~vouchers~~center), ~~customer~~cost ~~service~~of ~~costs~~certain ~~and~~membership ~~salary~~benefits ~~expenses~~that ~~associated~~are ~~with~~considered ~~network~~integral ~~operations~~to ~~and~~the ~~customer~~contractual ~~service~~obligation ~~employees~~to Club Members, fees to payment processors. Cost of revenues was $1018.51 million and $10.95 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Cost of revenues ~~decreased~~increased $~~465,000~~7.6 million for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024 primarily due to aan ~~decrease~~increase in ~~software~~costs ~~and~~recognized ~~license~~upon ~~costs~~the sale of pre-purchased vouchers. Cost of revenues as a percent of revenues ~~declined~~increased from 12.95% in ~~2023~~2024 to 1219.57% in ~~2024~~2025.

Operating Expenses

Sales and Marketing

Sales and marketing expenses consist primarily of advertising and promotional expenses, salary and related expenses associated with sales, marketing and production employees, expenses related to participation in industry conferences, public relations expenses and facilities costs. Sales and marketing expenses were $3445.53 million and $3734.85 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. Advertising expenses consist primarily of online advertising, which we refer to as user acquisition costs and member acquisition costs. For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, advertising expenses accounted for 1326% and 2611%, respectively, of total sales and marketing expenses. The goal of our advertising is to acquire new members, increase our audience through mobile and social media channels, drive traffic to our websites and increase brand awareness.

Sales and marketing expenses ~~decreased~~increased $310.38 million, or 931%, in ~~2024~~2025 as compared to ~~2023~~2024, primarily due to ~~decrease~~increase in member acquisition. Sales and marketing expenses as a percent of revenues ~~declined~~increased from ~~44.7~~41% in ~~2023~~2024 to 4149.14% in ~~2024~~2025.

Product Development

Product development expenses consist primarily of salary and related expenses associated with software development employees, fees for professional services, software maintenance, amortization and facilities costs. Product development expenses were $2.4 million and $2.1 million for each of the years ended December 31, 2024 and 2023, respectively.32

Product development expenses ~~increased~~consist byprimarily ~~$300,000,~~of orsalary ~~14%,~~and inrelated ~~2024~~expenses asassociated ~~compared~~with tosoftware ~~2023~~development employees, ~~primarily~~fees ~~due~~for ~~to increased~~professional ~~salary~~services, software maintenance, amortization and ~~related~~facilities ~~expenses~~costs. Product development expenses ~~as a percent of revenues~~ were $2.9%6 million and $2.5%4 inmillion ~~2024~~for each of the years ended December 31, 2025 and ~~2023~~2024, respectively.

Product development expenses increased by $144,000, or 6%, in 2025 as compared to 2024, primarily due to increase in salary and related expenses. Product development expenses as a percent of revenues were 2.8% and 2.9% in 2025 and 2024, respectively.

General and Administrative

General and administrative expenses consist primarily of salary and related expenses associated with administrative and executive employees, professional service expenses, legal expenses, amortization of intangible assets, general office expense, facilities costs and bad debt expense. General and administrative expenses were $18.19 million and $18.1 million for the years ended ~~2024~~2025 and ~~2023~~2024, respectively.

General and administrative expenses ~~remained~~increased ~~flat~~by ~~year~~$863,000, or 5%, in 2025 as compared to 2024, primarily due to increase in a one-~~over-year~~time expense related to a global company meeting. General and administrative expenses as a percent of revenues were 20.6% and 21.5% in 2025 and 2024, respectively.

Other Income, net

Other income, net consisted primarily of foreign exchange transactions gains and losses, sublease income, German federal government funding for Corona-related pandemic relief, interest income and interest expense. Other income was $~~588~~753,000 and $~~1.5~~588,000 ~~million~~ for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Other income ~~decreased~~increased $~~953~~165,000, or 6228%, in ~~2024~~2025 as compared to ~~2023~~2024, primarily due to a $~~205~~210,000 ~~German~~release ~~federal~~of ~~government~~JFC ~~funding~~VAT ~~for~~liabilities ~~COVID-19~~after ~~pandemic relief the Company received in 2023, $348,000 decrease in sublease income as~~ a ~~result~~four-years ofstatute ~~the sublease term expiration in 2023, and $375,000 decrease in interest income as the result~~ of ~~Azzurro's~~limitations ~~repayment of $3.0 million principal of its Notes Receivable~~ in ~~2023~~2025.

Income Taxes

Our income is generally taxed in the U.S., Canada and U.K. Our income tax provision reflects federal, state and country statutory rates applicable to our worldwide income, adjusted to take into account expenses that are treated as having no recognizable tax benefit. Income tax expense was $52.47 million and $5.14 million, respectively, for the years ended December 31, ~~2024~~2025 and ~~2023~~2024. Our effective tax rate was ~~28.3~~35% and 3028.3% for ~~2024~~2025 and ~~2023~~2024, respectively.

Our effective tax rate ~~decreased~~increased for ~~2024~~2025 as compared to ~~2023~~2024, primarily due to ahigher ~~decrease~~interest inexpense ~~non-deductible~~related ~~stock~~to ~~compensation~~uncertain tax positions. We expect our effective tax rate to fluctuate in future periods depending on the geographic mix of our worldwide income or losses mainly incurred by our operations, statutory tax rate changes that may occur, existing or new uncertain tax matters that may arise and require changes in tax reserves and the need for valuation allowances on certain tax assets, if any. See Note 6–Income Taxes to the accompanying consolidated financial statements included in Part II, Item 8 of this report which is incorporated herein by reference.

Segment Information

Travelzoo North America

	Year Ended December 31,
	2024			2023
	2025			2024
	(In thousands)
Revenues	$	5560,~~092~~292		$	5655,~~080~~092
Income from operations	$	158,~~883~~996		$	15,~~254~~883
Income from operations as a % of revenues	2915		%	2729		%

North America revenues ~~decreased~~increased $~~988~~5.2 million,~~000,~~ or ~~1.8~~9%, in ~~2024~~2025 as compared to ~~2023~~2024. This ~~decrease~~increase was primarily due to the ~~decrease~~increase in ~~revenues~~paid ~~from~~membership ~~hotel~~fees ~~platform~~ and ~~Local~~sales ~~Deals~~of pre-purchased vouchers or hotel inventory. North America cost of sales and operating expenses ~~decreased~~increased by $~~1.9~~ 12 million in ~~2024~~2025 as compared to ~~2023~~2024, primarily due to a $2.5.7 million ~~decrease~~increase in ~~member~~cost ~~acquisition~~of ~~costs~~revenue related to purchase of vouchers and ~~$631K~~gift ~~decrease~~cards inwhich ~~software~~were ~~expenses,~~sold ~~offset~~during bythe ~~various~~year ~~increases~~ended ~~including~~December 31, 2025, and a $~~811K~~4.7 million increase in ~~salary~~member acquisition costs.

3433

Travelzoo Europe

	Year Ended December 31,
	2024			2023
	2025			2024
	(In thousands)
Revenues	$25,976	~~24,071~~		$	24,~~021~~071
Income from operations	$	3(2,~~081~~315)		$	13,~~317~~081
Income from operations as a % of revenues	13(9)		%	513		%

Europe revenues increased $501.9 million,~~000,~~ or ~~0.2~~8%, in ~~2024~~2025 as compared to ~~2023~~2024. This increase was primarily due to the increase in paid membership fees and sales of pre-purchased vouchers or hotel inventory. Europe cost of sales and operating expenses ~~decreased~~increased by $27.93 million in ~~2024~~2025 as compared to ~~2023~~2024, primarily due to ~~decreased~~a $1.9 million increase in cost of revenue related to purchase of vouchers and gift cards which were sold during the year ended December 31, 2025, a $2.5 million increase in member acquisition costs, and a $1 million increase in salary and related expenses.

Foreign currency movements relative to the U.S. dollar impacted local currency income from our operations in Europe by approximately negatively $~~106~~97,000 and ~~negatively~~positively $40106,000 in ~~2024~~2025 and ~~2023~~2024, respectively.

Jack's Flight Club

	Year Ended December 31,
	2024			2023
	2025			2024
	(In thousands)
Revenues	45,~~632~~371			$	4,~~172~~632
Income (Loss) from operations	$	44338		$	~~(23)~~44
Income (Loss) from operations as a % of revenues	16		%	(1)		%

Jack’s Flight Club revenues increased $~~460~~739,000, or 1116%, in ~~2024~~2025 as compared to ~~2023~~2024 due to increase of subscription fees ~~and~~paid ~~increase~~by ofthe ~~premium~~ members. Jack’s Flight Club cost of sales and operating expenses increased $~~690~~446,000 in ~~2024~~2025 as compared to ~~2023~~2024, primarily due to an increase in ~~headcount to support Canadian expansion and~~ advertising and marketing expenses.

New Initiatives

	Year Ended December 31,
	2024		2023
	2025		2024
	(In thousands)
Revenues	$80	~~107~~	$	~~204~~107
Loss from operations	$	(~~510~~115)	$	(~~976~~510)

New Initiatives revenues decreased $9727,000 in ~~2024~~2025 as compared to ~~2023~~2024. New Initiatives cost of sales and operating expenses decreased $~~604~~422,000 in ~~2024~~2025 as compared to ~~2023~~2024, primarily due to decreases in sales and marketing and headcount.

Liquidity and Capital Resources

As of December 31, ~~2024~~2025, we had $~~17.1~~10 million of cash and cash equivalents, of which $137.8 million was held outside the U.S., and we had $~~675~~756,000 in restricted cash held in the U.S. If our cash and cash equivalents held outside the U.S. were distributed to the U.S., we may be subject to additional U.S. taxes in certain circumstances.

Cash, cash equivalents and restricted cash ~~increased~~decreased by $17.30 million to $1710.78 million as of December 31, ~~2024~~2025 from $1617.47 million as of December 31, ~~2023~~2024, primarily due to cash ~~provided~~used byto ~~operating~~repurchase ~~activities~~common stock, offset partially by cash ~~used~~provided toby ~~repurchase~~operating ~~common stock~~activities.

3534

As of December 31, ~~2024~~2025, we had merchant payables of $1611.37 million related to unredeemed vouchers. In the Company’s financial statements presented in this 10-K report, following U.S. generally accepted accounting principles (“GAAP”), we classified all merchant payables as current. When all merchant payables are classified as current, there is negative net working capital (which is defined as current assets minus current liabilities) of $410.78 million. Payables to merchants are generally due upon redemption of vouchers. The vouchers expire through December ~~2025~~2026; however these expiration dates may sometimes be extended on a case-by-case basis and final payment upon expiration may not be due for up to a year after expiration. Based on current projections of redemption activity, we expect that cash and cash equivalents on hand as of December 31, ~~2024~~2025 will be sufficient to provide for working capital needs for at least the next twelve months.

The following table provides a summary of our cash flows from operating, investing and financing activities:

	Year Ended December 31,
	2024		2023
	2025		2024
	(In thousands)
Net cash provided by operating activities	$	215,~~100~~661	$	1021,~~675~~100
Net cash used in investing activities	(~~177~~65)		(39177)
Net cash used in financing activities	(1813,~~973~~068)		(1418,~~150~~973)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	~~(599)~~495		~~525~~(599)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	1(6,~~351~~977)	$	(21,~~989)~~351

Net cash provided by operating activities for ~~2024~~2025 was $215.7 million, as compared to $1021.71 million in ~~2023~~2024, consisting of net income of $~~13.7~~5 million, $1.2 million of adjustments for non-cash items and $~~5.4~~478,000 ~~million~~ used in changes in operating assets and liabilities. Adjustments for non-cash items primarily consist of $~~907~~305,000 for depreciation and amortization and $1.64 million for stock-based compensation, offset partially by $~~518~~558,000 of deferred income tax change. Cash used in operating assets and liabilities was primarily due to a $45.12 million decrease in merchant payables, offset partially by a $~~950,000~~2.4 ~~decrease~~million increase in ~~prepaid~~accounts ~~expenses~~receivable and ~~other~~a ~~and~~ $~~1.9~~2 million increase in ~~other~~deferred ~~liabilities~~revenue.

Net cash provided by operating activities for ~~2023~~2024 was $~~10.7~~21 million, consisting of net income of $1213.57 million, ~~and~~ $2.4 million of adjustments for non-cash items, ~~offset~~and ~~partially by~~ $45.24 million used in changes in operating assets and liabilities. Adjustments for non-cash items primarily consist of $~~1.9~~907,000 ~~million~~ for depreciation and amortization and $1.6 million for stock-based compensation, offset partially by a $~~1.0~~518,000 ~~million reversal~~ of ~~reserve~~deferred ~~for~~income ~~accounts~~tax ~~receivable and refunds~~change. Cash used in operating assets and liabilities was primarily due to a $124.1 million decrease in merchant payables, offset partially by a $~~3.8~~950,000 ~~million~~ decrease in prepaid expenses and other, and $21.49 million increase in other liabilities ~~and $1~~.2 ~~million decrease in prepaid income taxes.~~

Cash paid for income tax, net of refunds received, in ~~2024~~2025, was $13.98 million. Cash received for income tax refunds, net of payments in ~~2023~~2024, was $1~~,000~~.9 million.

Net cash used in investing activities for ~~2024~~2025 was $~~177~~65,000 for purchases of property and equipment. Net cash used in investing activities for ~~2023~~2024 was $39177,000 ~~which consisted of $255,000~~ for purchases of property and equipment ~~and $216,000 proceeds from repayment of note receivable from a licensee~~.

Net cash used in financing activities for ~~2024~~2025 was $1913 million primarily for the repurchase of common stock. Net cash used in financing activities for ~~2023~~2024 was $1418.29 million, ~~which~~ primarily ~~consisted of $16.8 million~~ for the repurchase of common stock ~~and $3~~.0 ~~million payment of promissory notes.~~

Consistent with our growth, we have experienced fluctuations in our cost of revenues, sales and marketing expenses, product development expenses and general and administrative expenses, and we anticipate that these increases will continue for the foreseeable future. We believe cash on hand will be sufficient to pay such costs for at least the next twelve months. In addition, we will continue to evaluate possible investments in businesses and products and technologies, the consummation of any of which would increase our capital requirements.

Although we currently believe we have sufficient capital resources to meet our anticipated working capital and capital expenditure requirements for at least the next twelve months, unanticipated events and opportunities or a less favorable than expected development of our business with one or more advertising formats may require us to sell additional equity or debt securities or establish credit facilities to raise capital in order to meet our capital requirements.

If we sell additional equity or convertible debt securities, such sale could dilute the ownership of our existing stockholders. If we issue debt securities or establish a new credit facility, our fixed obligations could increase and we may be required to agree to operating covenants that would restrict our operations. We cannot be sure that any such financing will be available in amounts or on terms acceptable to us.

3635

required to agree to operating covenants that would restrict our operations. We cannot be sure that any such financing will be available in amounts or on terms acceptable to us.

If the development of our business is less favorable than expected, we may decide to significantly reduce the size of our operations and marketing expenses in certain markets with the objective of reducing cash outflows.

The information set forth under “Note 5—Commitments and Contingencies” and “Note 14—Leases” to the accompanying consolidated financial statements included in Part II, Item 8 of this report is incorporated herein by reference. Litigation and claims against the Company may result in legal defense costs, settlements or judgments that could have a material impact on our financial condition.

The following summarizes our principal contractual commitments as of December 31, ~~2024~~2025 (in thousands):

	Operating Lease Commitments Long-term		Operating Lease Commitments Short-term		Total Operating Lease Commitments		Purchase Obligations		Total Commitments
2025	$	2,723	$	264	$	2,987	$	586	$	3,573
2026	$	1,852	$	1,132	$	2,984	$	592	$	3,576
2026	1,800		—		1,800		584		2,384
2027	1,464		45		1,509		141		1,650
2027	1,458		—		1,458		133		1,591
2028	1,464		—		1,464		—		1,464
2028	1,458		—		1,458		—		1,458
2029	1,454		—		1,454		—		1,454
Thereafter	1,674		—		1,674		—		1,674
2030	225		—		225		—		225
Total	$	96,~~113~~459	$	~~264~~1,177	$	97,~~377~~636	$	~~1,303~~733	$	108,~~680~~369

We also have contingencies related to net unrecognized tax benefits, including interest, of approximately $2523.9 million as of December 31, ~~2024~~2025. See Note 6—Income Taxes to the accompanying consolidated financial statements included in Part II, Item 8 of this report which is incorporated herein by reference for further information.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements and accompanying notes in accordance with GAAP. Preparation of the consolidated financial statements and accompanying notes requires management to make estimates and assumptions that affect the amounts of assets and liabilities at the date of the consolidated financial statements and amounts of revenue and expenses reported during the period. We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ significantly from those estimates under different assumptions and conditions and may be material. Refer to Note 1—Basis of Presentation and Summary of Significant Accounting Policies of the notes to consolidated financial statements in Part II Item 8 of this Annual Report on Form 10-K for an overview of our significant accounting policies.

There are certain critical estimates employed in the preparation of our consolidated financial statements that we believe require management to use significant judgment. We consider an accounting estimate to be critical if:

•It requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and/or

•Changes in the estimate or different estimates that we could have selected may have had a material impact on our financial condition or results of operations.

A discussion of information about the nature and rationale for our critical accounting estimates is below:

Income Taxes

We utilize the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for deductible temporary differences, along with net operating loss carryforwards and credit carryforwards, if it is more likely than not that the tax benefits will be realized. To the extent a deferred tax asset cannot be recognized under the preceding criteria, valuation allowances are established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled.

3736

Significant judgment is required in evaluating the Company's uncertain tax positions and determining the Company's provision for income taxes. We record liabilities to address uncertain tax positions we have taken in previously filed tax returns or that we expect to take in a future tax return. Although the Company believes it has adequately reserved for its uncertain tax positions, no assurance can be given that the final outcomes of these matters will not be different. The Company adjusts its reserves in light of changing facts and circumstances, such as the progress or closing of a tax audit or the refinement of an estimate. To the extent the final tax outcomes of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as related net interest.

Recent Accounting Pronouncements

For a discussion of the recent accounting pronouncements, see Note 1—Basis of Presentation and Summary of Significant Accounting Policies of the notes to consolidated financial statements in Part II Item 8 of this Annual Report on Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

3837

Item 8. Financial Statements and Supplementary Data

TRAVELZOO

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
Report of KPMG LLP - Independent Registered Public Accounting Firm (PCAOB ID: 185)			4039
Consolidated Balance Sheets			4241
Consolidated Statements of Operations			4342
Consolidated Statements of Comprehensive Income			4443
Consolidated Statement of Stockholders' Equity			45
Consolidated Statement of Stockholders' Equity (Deficit)			45
Consolidated Statements of Cash Flows			4645
Notes to Consolidated Financial Statements			4746

3938

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Travelzoo:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Travelzoo and subsidiaries (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, ~~2024~~2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over revenue related to advertising fees

As discussed in Notes 1(b) and 11 to the consolidated financial statements, the Company enters into contracts with advertisers to promote their respective advertisements through the Travelzoo website and emails. Advertising revenue is recognized by the Company upon the delivery of the emails to its members or each time a user clicks on the respective advertisements. For the year ended December 31, ~~2024~~2025, the Company recorded $78.4 million in advertising and commerce revenues, which included advertising fee revenues from email newsletters and cost-per-click advertising.

We identified the evaluation of the sufficiency of audit evidence over revenue related to advertising fees for email newsletters and cost-per-click advertising as a critical audit matter. The Company’s reliance on its information technology (IT) system to capture the number of emails and clicks for revenue recognition required a heightened level of auditor judgment due to the extensive automation of the process. Our audit procedures required the involvement of IT professionals with specialized skills ~~and knowledge and auditor judgment was required to determine the nature and extent of procedures and to evaluate audit evidence obtained.~~

4039

and knowledge and auditor judgment was required to determine the nature and extent of procedures and to evaluate audit evidence obtained.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed. We involved IT professionals with specialized skills and knowledge, who assisted in evaluating the design and testing the operating effectiveness of certain internal controls over the Company’s revenue process, including general IT controls and IT application controls over the tracking of emails and clicks recorded. We performed a software-assisted data analysis to test relationships among certain revenue transactions. For a selection of transactions, we assessed the recorded revenue by comparing the amounts recognized for consistency to underlying documentation, including contract terms, number of emails or clicks, and subsequent cash, if applicable. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

/s/ KPMG LLP

We have served as the Company’s auditor since 2023.

New York, New York

March 1911, ~~2025~~2026

4140

TRAVELZOO

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

	December 31,2024		December 31,2023
	December 31,2025		December 31,2024
ASSETS
Current assets:
Cash and cash equivalents	$	1710,~~064~~007	$	1517,~~713~~064
Accounts receivable, net of allowance of $1,612 and $1,484 as of December 31, 2024 and 2023, respectively	12,825		12,965
Accounts receivable, net of allowance of $1,222 and $1,612 as of December 31, 2025 and 2024, respectively	10,723		12,825
Prepaid income taxes	~~736~~1,364		~~629~~736
Prepaid expenses and other	1,~~148~~302		1,~~461~~148
Total current assets	3123,~~773~~396		3031,~~768~~773
Deposits and other	~~374~~166		~~1,115~~374
Deferred tax assets	34,~~380~~202		3,~~196~~380
Restricted cash	~~675~~756		675
Operating lease right-of-use assets	54,~~655~~047		65,~~015~~655
Property and equipment, net	~~423~~231		~~578~~423
Intangible assets, net	1,~~498~~450		21,~~091~~498
Goodwill	10,944		10,944
Total assets	$	5445,~~722~~192	$	5554,~~382~~722
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	67,~~138~~761	$	46,~~546~~162
Merchant payables	1611,~~294~~665		2016,~~622~~294
Accrued expenses and other	3,~~404~~926		3,~~658~~404
Deferred revenue	68,~~545~~728		26,~~044~~545
Operating lease liabilities	21,~~472~~811		2,~~530~~472
Income tax payable	~~1,619~~279		~~766~~1,619
Liabilities from discontinued operations	24		24
Total current liabilities	34,170		36,496
Total current liabilities	36,496		34,190
Long-term tax liabilities	9,260		7,851
Long-term tax liabilities	7,851		4,681
Long-term operating lease liabilities	4,184		5,646
Long-term operating lease liabilities	5,646		6,717
Other long-term liabilities	—		376
Other long-term liabilities	376		911
Total liabilities	47,614		50,369
Total liabilities	50,369		46,499
Stockholders’ equity (deficit):
Commitments and contingencies (Note 5)
Stockholders’ equity:
Preferred stock, $0.01 par value per share (5,000 shares authorized; none issued)	—		—
Common stock, $0.01 par value (20,000 shares authorized as of December 31, 2024 and 2023, respectively; 11,836 shares issued and outstanding as of December 31, 2024 and 13,575 shares issued and outstanding as of December 31, 2023)	118		136
Common stock, $0.01 par value (20,000 shares authorized as of December 31, 2025 and 2024, respectively; 10,932 shares issued and outstanding as of December 31, 2025 and 11,836 shares issued and outstanding as of December 31, 2024)	109		118
Additional paid-in capital	—		~~439~~—
Tax indemnification	(9,537)		(9,537)
Note receivable from shareholder	—		(1,753)
Retained earnings	7,243		14,284
Retained earnings	14,284		19,508
Accumulated other comprehensive loss	(5,331)		(5,327)
Accumulated other comprehensive loss	(5,327)		(4,607)
Total Travelzoo stockholders’ equity (deficit)	(7,516)		(462)
Total Travelzoo stockholders’ equity (deficit)	(462)		4,186
Non-controlling interest	5,094		4,815
Non-controlling interest	4,815		4,697
Total stockholders’ equity (deficit)	(2,422)		4,353
Total stockholders’ equity	4,353		8,883
Total liabilities and stockholders’ equity (deficit)	$	45,192	$	54,722
Total liabilities and stockholders’ equity	$	54,722	$	55,382

See accompanying notes to consolidated financial statements.

4241

TRAVELZOO

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	Year Ended December 31,
	2024		2023
	2025		2024
Revenues	$	8391,~~902~~719	$	8483,~~477~~902
Cost of revenues	1018,~~469~~076		10,~~934~~469
Gross profit	73,~~433~~643		73,~~543~~433
Operating expenses:
Sales and marketing	3445,~~470~~267		3734,~~774~~470
Product development	2,~~407~~551		2,~~113~~407
General and administrative	18,~~058~~921		18,~~084~~058
Total operating expenses	5466,~~935~~739		5754,~~971~~935
Operating income	186,~~498~~904		1518,~~572~~498
Other income, net	~~588~~753		~~1,541~~588
Income from continuing operations before income taxes	19,086		17,113
Income before income taxes	7,657		19,086
Income tax expense	52,~~404~~679		5,~~105~~404
Income from continuing operations	13,682		12,008
Net income	4,978		13,682
Income from discontinued operations, net of tax	—		460
Net income attributable to non-controlling interest	279		118
Net income	13,682		12,468
Net income attributable to Travelzoo	$	4,699	$	13,564
Net income attributable to non-controlling interest	118		102
Net income per share—basic	$	0.42	$	1.08
Net income attributable to Travelzoo	$	13,564	$	12,366
Net income per share —diluted	$	0.41	$	1.06
Net income attributable to Travelzoo—continuing operations	$	13,564	$	11,906
Shares used in per share calculation from operations—basic	11,180		12,594
Net income attributable to Travelzoo—discontinued operations	$	—	$	460
Shares used in per share calculation from operations—diluted	11,477		12,852
Income per share—basic
Continuing operations	$	1.08	$	0.80
Discontinued operations	$	—	$	0.03
Net income per share—basic	$	1.08	$	0.83
Income per share—diluted
Continuing operations	$	1.06	$	0.80
Discontinued operations	$	—	$	0.03
Net income per share —diluted	$	1.06	$	0.83
Shares used in per share calculation from continuing operations—basic	12,594		14,897
Shares used in per share calculation from discontinued operations—basic	12,594		14,897
Shares used in per share calculation from continuing operations—diluted	12,852		14,964
Shares used in per share calculation from discontinued operations—diluted	12,852		14,964

See accompanying notes to consolidated financial statements.

4342

TRAVELZOO

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Year Ended December 31,
	2024		2023
	2025		2024
Net income	$	134,~~682~~978	$	1213,~~468~~682
Other comprehensive income (loss):
Foreign currency translation adjustment	(~~720~~4)		~~298~~(720)
Total comprehensive income	$	124,~~962~~974	$	12,~~766~~962

See accompanying notes to consolidated financial statements.

4443

TRAVELZOO

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands)

	Common Stock			Treasury Stock		AdditionalPaid-InCapital		Tax Indemnification		Note Receivable from Shareholder		RetainedEarnings		AccumulatedOtherComprehensiveLoss		Non-Controlling interest		TotalStockholders’Equity (Deficit)
	Shares	Amount
Balances, December 31, 2022	16,505	$	165	$	(7,130)	$	23,274	$	(9,537)	$	(4,753)	$	7,142	$	(4,905)	$	4,595	$	8,851
Balances, December 31, 2023	13,575	$	136	$	—	$	439	$	(9,537)	$	(1,753)	$	19,508	$	(4,607)	$	4,697	$	8,883
Stock-based compensation expense	—	—		—		1,568		—		—		—		—		—		1,568
Repurchase of common stock (1)	—	—		(16,781)		(152)		—		—		—		—		—		(16,933)
Retirement of treasury stock	(3,095)	(30)		23,911		(23,881)										—		—
Exercise of stock options and taxes paid for net share settlement	165	1		—		(370)		—		—		—		—		—		(369)
Proceeds from Note receivable from shareholder	—	—		—		—		—		3,000		—		—		—		3,000
Foreign currency translation adjustment	—	—		—		—		—		—		—		298		—		298
Net income—Travelzoo	—	—		—		—		—		—		12,366		—		102		12,468
Balances, December 31, 2023	13,575	136		—		439		(9,537)		(1,753)		19,508		(4,607)		4,697		8,883
Stock-based compensation expense	—	—		—		1,646		—		—		—		—		—		1,646
Repurchase of common stock (1)	—	—		(19,094)		—		—		—		—		—		—		(19,094)
Retirement of treasury stock	(1,888)	(18)		19,094		(288)		—		—		(18,788)		—		—		—
Exercise of stock options and taxes paid for net share settlement	149	—		—		(1,797)		—		—		—		—		—		(1,797)
Proceeds from Note receivable from shareholder	—	—		—		—		—		1,753		—		—		—		1,753
Foreign currency translation adjustment	—	—		—		—		—		—		—		(720)		—		(720)
Net income—Travelzoo	—	—		—		—		—		—		13,564		—		118		13,682
Balances, December 31, 2024	11,836	$118	~~118~~	$—	—	$—	—	$(9,537)	~~(9,537)~~	$—	—	$14,284	~~14,284~~	$(5,327)	~~(5,327)~~	$4,815	~~4,815~~	$4,353	~~4,353~~
Stock-based compensation expense	—	—		—		1,446		—		—		—		—		—		1,446
Repurchase of common stock (1)	—	—		(13,091)		—		—		—		—		—		—		(13,091)
Retirement of treasury stock	(912)	(9)		13,091		(1,342)		—		—		(11,740)		—		—		—
Exercise of stock options and taxes paid for net share settlement	8	—		—		(104)		—		—		—		—		—		(104)
Foreign currency translation adjustment	—	—		—		—		—		—		—		(4)		—		(4)
Net income—Travelzoo	—	—		—		—		—		—		4,699		—		279		4,978
Balances, December 31, 2025	10,932	$	109	$	—	$	—	$	(9,537)	$	—	$	7,243	$	(5,331)	$	5,094	$	(2,422)

(1) Includes a 1% excise tax applicable to share repurchases.

See accompanying notes to consolidated financial statements.

4544

TRAVELZOO

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2024		2023
	2025		2024
Cash flows from operating activities:
Net income	$	134,~~682~~978	$	1213,~~468~~682
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	~~907~~305		~~1,893~~907
Stock-based compensation	1,~~646~~446		1,~~568~~646
Deferred income tax	(~~518~~558)		48(518)
Loss on sale of long-lived assets	—		10
Net foreign currency effect	(215)		(33)
Net foreign currency effect	(33)		(62)
Provision for accounts receivable and refund reserves	182		40
Provision for (net recoveries of) accounts receivable and refund reserves	40		(1,016)
Changes in operating assets and liabilities:
Accounts receivable	~~(145)~~2,374		~~1,086~~(145)
Prepaid income taxes	(~~107~~617)		~~1,189~~(107)
Prepaid expenses and other	~~950~~181		~~3,835~~950
Accounts payable	1,~~716~~473		~~(523)~~1,716
Merchant payables	(45,~~057~~184)		(124,~~095~~057)
Accrued expenses and other	~~(282)~~214		(~~685~~282)
Deferred revenue	42,~~556~~015		~~(191)~~4,556
Income tax payable	~~857~~(1,379)		~~749~~857
Other liabilities	~~1,888~~446		21,~~401~~888
Net cash provided by operating activities	215,~~100~~661		1021,~~675~~100
Cash flows from investing activities:
Proceeds from repayment of note receivable	—		216
Purchases of property and equipment	(65)		(177)
Purchases of property and equipment	(177)		(255)
Net cash used in investing activities	(65)		(177)
Net cash used in investing activities	(177)		(39)
Cash flows from financing activities:
Repurchase of common stock	(1812,~~929~~964)		(1618,~~781~~929)
Proceeds from payment of promissory note	~~1,753~~—		31,~~000~~753
Exercise of stock options, net of taxes paid for net share settlement of equity awards	(~~1,797~~104)		(~~369~~1,797)
Net cash used in financing activities	(1813,~~973~~068)		(1418,~~150~~973)
Effect of exchange rate changes on cash and cash equivalents	~~(599)~~495		~~525~~(599)
Net increase (decrease) in cash, cash equivalents and restricted cash	1(6,~~351~~977)		(21,~~989)~~351
Cash, cash equivalents and restricted cash at beginning of year	1617,~~389~~740		1916,~~378~~389
Cash, cash equivalents and restricted cash at end of year	$	1710,~~740~~763	$	1617,~~389~~740

Supplemental disclosure of cash flow information:
Cash paid (refund) for income taxes, net	$	13,~~943~~835	$	(1),943
Right-of-use assets obtained in exchange for lease obligations—operating leases	$	~~1,273~~321	$	~~602~~1,273
Cash paid for amounts included in the measurement of lease liabilities	$	3,~~368~~459	$	3,~~235~~368
Non-cash investing and financing activities:
Accrued excise tax for share repurchases	$	~~165~~129	$	~~152~~165

See accompanying notes to consolidated financial statements.

4645

TRAVELZOO

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Basis of Presentation and Summary of Significant Accounting Policies

(a) The Company and Basis of Presentation

Travelzoo® (including its subsidiaries and affiliates, the “Company” or “we”), the club for travel enthusiasts, is a global Internet media company. We reach 30 million travelers. Club Members, who pay a membership fee, receive Club Offers ~~personally~~negotiated ~~reviewed~~and rigorously vetted by our deal experts around the globe. WeOur ~~work~~relationships ~~in partnership~~ with thousands of top travel suppliers~~—our~~ ~~long-standing relationships~~ give us access to irresistible ~~offers~~deals. Our club and its benefits are built around the lifestyle of a modern travel enthusiast.

Travelzoo membership has historically been free, however, beginning in 2024, we introduced an annual membership fee of $40 (or local equivalent) for new members in the United States, Canada, United Kingdom and Germany, ~~are~~with ~~charged~~the an2024 annual fee waived for existing members as of ~~$40~~December ~~(or~~31, ~~local~~2023. ~~equivalent)~~On January 1, ~~with~~2026, ~~the~~we ~~2024~~increased the annual membership fee ~~waived~~to $50 for new members in the United States only. For existing members, asthe new pricing will apply from the next renewal of ~~December~~their 31membership after February 1, ~~2023~~2026. ~~For~~Jack’s ~~any~~Flight Club subscription ~~revenue~~options ~~derived~~are ~~from~~quarterly, ~~paid memberships~~semi-annually, weand ~~recognize~~annually. ~~revenue~~We ~~monthly~~recognize ~~pro~~subscription ~~rata~~revenues ratably over the respective subscription periods.

We also license Travelzoo products, services and intellectual property to licensees in (a) Australia, New Zealand, and Singapore and (b) Japan and South Korea, in each case, where the Company is entitled to quarterly royalty payments based on a percentage of net revenue. The Company recognized $7168,000 and $71,000 in royalties in ~~2024~~2025 and ~~2023~~2024, respectively. Under the licensing agreements, Travelzoo's existing members in the applicable territories continue to be owned by the Company.

InThrough ~~March~~Travelzoo ~~2022~~META, we ~~announced~~plan ~~the~~to ~~development~~include ~~of,~~Metaverse ~~and~~travel inexperiences ~~May~~as ~~2023~~a webenefit ~~launched~~of Travelzoo ~~META~~club tomembership ~~extend~~in ~~the~~2026, ~~range~~allowing ofus ~~experiences we offer consumers~~ to ~~the~~utilize ~~emerging~~and ~~metaverse.~~leverage Onall ~~December 30, 2022,~~ we ~~acquired~~have ~~Metaverse~~learned ~~Travel~~and ~~Experiences,~~developed ~~Inc.,~~over ~~now~~the ~~Metaverse~~past ~~Travel~~few ~~Experiences,~~years ~~LLC~~for ~~(“MTE”), to support~~ Travelzoo META ~~in sourcing prospective travel experiences. See Note 3–Acquisitions to the consolidated financial statements~~ for ~~further information regarding~~ the ~~acquisition~~benefit of ~~MTE~~our Club Members.

Jack’s Flight Club

In January 2020, Travelzoo acquired a 60% interest in JFC Travel Group Co. (“Jack’s Flight Club”), which operates Jack’s Flight Club, a subscription service that provides members with information about exceptional airfares. Jack’s Flight Club’s revenues are generated by subscription fees paid by members.

APAC ~~Exit and Pivot to~~ Licensing Model

InTravelzoo ~~March~~currently ~~2020~~has license agreements covering Australia, ~~Travelzoo~~New ~~exited~~Zealand ~~its~~and ~~loss-making~~Singapore, ~~Asia~~as ~~Pacific~~well ~~business~~as Japan and ~~pivoted~~South Korea. The license agreement for Australia, New Zealand and Singapore provides the licensee exclusive rights to use Travelzoo products, services and intellectual property in Australia, New Zealand and Singapore in exchange for quarterly royalty payments based upon net revenue over a ~~licensing~~5 ~~model~~year term, with an option to renew. The Company’s ~~Asia~~recognized ~~Pacific~~royalties ~~business~~of ~~was~~$38,000 ~~classified~~and as$41,000 ~~discontinued~~from ~~operations~~the atlicensee ~~March~~for the years ended December 31, ~~2020~~2025 and 2024, respectively.

Travelzoo currently has license agreements covering Australia, New Zealand and Singapore, as well as Japan and South Korea. The license agreement for Australia, New Zealand and Singapore provides the licensee exclusive rights to use Travelzoo products, services and intellectual property in Australia, New Zealand and Singapore in exchange for quarterly royalty payments based upon net revenue over a 5 year term, with an option to renew. The Company recognized royalties of $41,000 and $35,000 from the licensee for the years ended December 31, 2024 and 2023, respectively. 46

47The license agreement for Japan and South Korea provides the licensee exclusive rights to use Travelzoo products, services, and intellectual property in exchange for quarterly royalty payments based on net revenue over a 5 year term, with an option to renew. The Company recognized royalties of $30,000 from the licensee for the both years ended December 31, 2025 and 2024, respectively.

The license agreement for Japan and South Korea provides the licensee exclusive rights to use Travelzoo products, services, and intellectual property in exchange for quarterly royalty payments based on net revenue over a 5 year term, with an option to renew. The Company recognized royalties of $30,000 and $36,000 and from the licensee for the years ended December 31, 2024 and 2023, respectively.

Going Concern

In accordance with the requirements of Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements Going Concern (ASU 2014-15)”, and ASC 205, “Presentation of Financial Statements”, the Company is responsible to evaluate at each reporting period, including interim periods, whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations. In its evaluation for this report, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and conditional and unconditional obligations due within one year following the date of issuance of this Annual Report on Form 10-K.

The Company believes it has the ability to meet its obligations for at least one year from the date of issuance of this Form 10-K. Accordingly, the accompanying consolidated financial statements have been prepared assuming it will continue as a going concern and contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Ownership

Basis of Presentation and Consolidation

The consolidated financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") in the United States ("U.S."). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. For our consolidated financial statements as of and for the period ended December 31, ~~2024~~2025, we evaluated subsequent events and transactions for potential recognition or disclosure through the date that we filed this Form 10-K with the Securities and Exchange Commission (SEC).

Management has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with GAAP. Significant estimates included in the consolidated financial statements and related notes include income taxes, stock-based compensation, loss contingencies, purchase price allocation for business combinations, and projections and assumptions used in related impairment assessments. Actual results could differ materially from those estimates.

(b) Revenue Recognition

The Company follows Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), under which revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

The Company's revenues consist of (1) advertising ~~revenues~~ and ~~commissions~~commerce revenues, derived from and generated in connection with purchases made by Travelzoo members, (2) membership fees and (3) other.

Advertising ~~Revenues~~ and ~~Commissions~~Commerce Revenues

Advertising revenues are generated from the publishing of travel and entertainment deals on the Travelzoo website, in Top 20 email newsletters, in Standalone email newsletters and through the Travelzoo Network. The Company also generates transaction-based ~~commission~~commerce revenues in the form of commissions from the sale of vouchers (our Local Deals and Getaways offerings), operation of our hotel booking platform and limited offerings of vacation packages and sales of pre-purchased vouchers or hotel inventory.

Specifically, for fixed-fee website advertising, the Company recognizes revenues ratably over the contracted placement period. For Top 20 email newsletters and other email products, the Company recognizes revenues when the emails are delivered to its members. For cost-per-click advertising, whereby an advertiser pays the Company when a user clicks on an ad (typically ~~served on Travelzoo properties or Travelzoo Network partner properties), the Company recognizes revenues each time a user clicks on the ad.~~

4847

~~For~~served transaction-based advertising revenues, including from products such as Local Deals and Getaways prepaid voucher sales, hotel platform bookings and vacation package sales, the Company evaluates whether it is acting as principal (thereby reporting revenue on aTravelzoo ~~gross~~properties ~~basis)~~or ~~versus~~Travelzoo ~~agent~~Network ~~(thereby~~partner ~~reporting revenue on a net basis~~properties)~~. Accordingly~~, the Company ~~reports~~recognizes ~~transaction-based advertising~~ revenues oneach time a ~~net~~user ~~basis,~~clicks ason ~~third-party suppliers are primarily responsible for fulfilling~~ the ~~underlying good or service, which the Company does not control prior to its transfer to the customer~~ad.

For transaction-based advertising revenues, including from products such as Local Deals and Getaways prepaid voucher sales, hotel platform bookings, vacation package sales and sales of pre-purchased vouchers or hotel inventory, the Company evaluates whether it is acting as principal (thereby reporting revenue on a gross basis) versus agent (thereby reporting revenue on a net basis). Accordingly, the Company reports transaction-based advertising revenues on a net basis, as third-party suppliers are primarily responsible for fulfilling the underlying good or service, which the Company does not control prior to its transfer to the customer.

For Local Deals and Getaways prepaid voucher sales, the Company earns a fee for acting as an agent on the sale, while vouchers can subsequently be redeemed for goods or services with third-party merchants. Commission revenues are, accordingly, presented net of amounts due to third-party merchants for fulfilling the underlying goods and services, and net of estimated future refunds to consumers, as the terms of the vouchers permit. Certain merchant contracts allow the Company to retain the proceeds from unredeemed vouchers. With these contracts, the Company estimates the value of vouchers that will ultimately not be redeemed and records the estimate as revenues in the same period.

In certain scenarios, the Company will pre-purchase vouchers or hotel inventory (in the form of credit amounts, vouchers

or gift cards) in bulk from clients and partners (e.g. hotel or spa partners). In those scenarios, the Company is not acting as the

agent, but rather as the principal. The pre-purchased vouchers are recorded as inventory, within prepaid expenses and other on

the condensed consolidated balance sheet until sold to and purchased by Travelzoo members, at which point, the amount for

which the vouchers were sold to Travelzoo members is recognized fully as revenue and the amount for which the vouchers

were purchased from the hotel or spa partners is recognized as cost of revenues.

Commission revenues generated from bookings on our hotel platform are recognized ratably over the periods of guest stays, net of an allowance for estimated cancellations, based upon historical patterns. For bookings of non-cancelable reservations, where the Company’s performance obligation is deemed to be completed upon the successful booking, the Company records commission revenue at such time.

In certain instances, the Company’s contracts with customers may include multiple performance obligations, whereby the Company allocates revenues to each performance obligation based on its standalone selling price. The Company determines standalone selling prices based on overall pricing objectives, taking into consideration the type of goods or services, geographical region of the customers, rate card pricing and customary discounts. Standalone selling prices are generally determined based on the prices charged to customers when the good or service is sold separately.

The Company relies upon certain practical expedients and exemptions provided for in Topic 606. The Company expenses sales commissions when incurred, as the amortization period would be one year or less, which are recorded in sales and marketing expenses. In addition, the Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less, and contracts for which it recognizes revenues at the amount to which it has the right to invoice for services performed.

Membership Fee Revenues

Membership fee revenues are generated from subscription fees paid by Travelzoo, and Jack's Flight Club ~~and Travelzoo META~~ members. We recognize subscription revenues ratably over the applicable subscription periods.

Travelzoo membership has historically been free, however, on January 1, 2024, Travelzoo introduced an annual membership fee of $40 (or local equivalent) for new members in the United States, Canada, United Kingdom and Germany,. ~~with~~The ~~the~~ 2024 annual fee was waived for existing members as of December 31, 2023.

Other Revenues

Other revenues include licensing fees, ~~fees~~and revenues generated from ~~the~~MTE, ~~existing~~including ~~retail~~but ~~business~~not ~~acquired~~limited byto sales from the ~~Company~~existing ~~when~~retail itbusiness ~~acquired~~of MTE.

Deferred Revenues

Deferred revenue primarily consists of deferred membership fees, customer prepayments and undelivered Company performance obligations related to contracts comprising multiple performance obligations. At December 31, 2024, deferred revenue was $6.5 million of which $2 million was for Jack's Flight Club, and $4.5 million was for Travelzoo North America and Travelzoo Europe. At December 31, 2023, deferred revenue was $2 million, of which $1.5 million was for Jack's Flight Club, and $569,000 was for Travelzoo North America and Travelzoo Europe. 48

Deferred revenue primarily consists of deferred membership fees, customer prepayments and undelivered Company performance obligations related to contracts comprising multiple performance obligations. At December 31, 2025, deferred revenue was $8.7 million of which $2.2 million was for Jack's Flight Club, and $6.5 million was for Travelzoo North America and Travelzoo Europe. At December 31, 2024, deferred revenue was $6.5 million, of which $2 million was for Jack's Flight Club, and $4.5 million was for Travelzoo North America and Travelzoo Europe.

The Company estimates and records a reserve for future refunds on member purchases of Local Deals and Getaways vouchers, at the time revenue is recorded. We consider various factors such as historical refund timeframes from dates of sale, reasons for refunds, time periods remaining until expiration, changes in refund procedures and estimates of redemptions and breakage. Should any of these factors change, the estimates made by management will also change, which could impact the level of our future reserve for refunds to members. Specifically, if the financial condition of our merchant partners, on behalf of whom vouchers are sold, were to deteriorate, affecting their ability to provide the goods or services to our members, additional reserves for refunds to members may be required and may adversely affect future revenues as the liability is recorded against revenue.

49As of December 31, 2025, the expiration dates of unexpired vouchers are through December 2026; provided, that expiration dates may sometimes be extended on a case-by-case basis and final payments to merchants upon expiration may not be due for up to a year later.

~~breakage.~~As ~~Should~~of ~~any~~December 31, 2025, the Company had approximately $2.9 million of ~~these~~unredeemed ~~factors~~vouchers ~~change~~that had been sold, representing the ~~estimates~~Company’s ~~made~~commission byearned. ~~management~~The ~~will~~Company ~~also~~estimated ~~change~~and recorded a refund reserve of $188,000 ~~which~~for ~~could~~these ~~impact~~unredeemed ~~the~~vouchers ~~level~~as of ~~our~~December 31, ~~future~~2025, ~~reserve~~which ~~for~~is ~~refunds~~recorded toas ~~members.~~a ~~Specifically,~~reduction ifof revenues on the ~~financial~~consolidated ~~condition~~statements of ~~our~~operations ~~merchant~~and ~~partners,~~accrued expenses and other on ~~behalf~~the consolidated balance sheet. As of ~~whom~~December 31, 2024, the Company had approximately $4.1 million of unredeemed vouchers ~~are~~that had been sold, ~~were~~representing tothe ~~deteriorate~~Company’s commission earned, ~~affecting~~and ~~their~~estimated ~~ability~~and torecorded ~~provide~~a ~~the~~refund ~~goods~~reserve orof ~~services~~$144,000 tofor ~~our~~these ~~members~~unredeemed vouchers as of December 31, ~~additional~~2024, ~~reserves~~as ~~for~~a ~~refunds~~reduction toof ~~members~~revenues ~~may~~on bethe ~~required~~consolidated ~~and~~statements ~~may~~of ~~adversely~~operations ~~affect~~and ~~future~~accrued ~~revenues~~expenses asand ~~the~~other ~~liability~~on isthe ~~recorded~~consolidated ~~against~~balance ~~revenue~~sheet.

AsIf ofour ~~December 31,~~judgments ~~2024,~~regarding ~~the~~estimated ~~expiration~~member ~~dates~~refunds are inaccurate, reported results of ~~unexpired~~operations ~~vouchers~~could ~~are~~differ ~~through~~from ~~December~~amounts ~~2025;~~previously ~~provided,~~accrued. ~~that~~Merchant ~~expiration~~payables ~~dates~~of ~~may~~$11.7 ~~sometimes~~million beas ~~extended~~of onDecember 31, a2025 ~~case-by-case~~is ~~basis~~recorded ~~and~~on ~~final~~the ~~payments~~consolidated tobalance ~~merchants~~sheet, ~~upon~~representing ~~expiration~~amounts ~~may~~payable ~~not~~to bemerchants ~~due~~by the Company for upvouchers tosold abut ~~year~~not ~~later~~redeemed.

As of December 31, 2024, the Company had approximately $4.1 million of unredeemed vouchers that had been sold, representing the Company’s commission earned. The Company estimated and recorded a refund reserve of $144,000 for these unredeemed vouchers as of December 31, 2024, which is recorded as a reduction of revenues on the consolidated statements of operations and accrued expenses and other on the consolidated balance sheet. As of December 31, 2023, the Company had approximately $5.2 million of unredeemed vouchers that had been sold, representing the Company’s commission earned, and estimated and recorded a refund reserve of $268,000 for these unredeemed vouchers as of December 31, 2023, as a reduction of revenues on the consolidated statements of operations and accrued expenses and other on the consolidated balance sheet.

If our judgments regarding estimated member refunds are inaccurate, reported results of operations could differ from amounts previously accrued. Merchant payables of $16.3 million as of December 31, 2024 is recorded on the consolidated balance sheet, representing amounts payable to merchants by the Company for vouchers sold but not redeemed.

(d) Business Combinations

The purchase price of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The Company records the net assets and results of operations of an acquired entity from the acquisition date and adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date, as it obtains more information as to facts and circumstances existing at the acquisition date impacting asset valuations and liabilities assumed. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.

(e) Identifiable intangible assets

Upon acquisition, identifiable intangible assets are recorded at fair value and are carried at cost less accumulated amortization. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The carrying values of all intangible assets are reviewed for impairment annually, and whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

(f) Goodwill

Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible assets. Goodwill is evaluated for impairment annually, and whenever events or changes in circumstances indicate its carrying value may not be recoverable. The Company performs an impairment test by comparing the book value of the reporting unit to the fair value of the reporting unit utilizing a combination of valuation techniques, including an income approach (discounted cash flows) and market approach (guideline company method). The Company performed its annual impairment testing as of October 31, ~~2024~~2025 and ~~2023~~2024 and no impairment charges were identified in connection with the annual impairment tests.

(g) Allowance for Expected Losses

The Company records a provision for credit losses based on its historical experience with uncollectible amounts due and a detailed assessment of accounts receivable and allowance for expected credit losses. In estimating the provision for credit losses, management considers the age of the accounts receivable, historical provisioning and write-offs, creditworthiness of the debtor, the economic conditions of the debtor’s industry and general economic conditions, among other factors. Should any of these factors change, estimates made by management may also change, which could impact the level of future provisioning for credit losses. Specifically, if the financial condition of our clients were to deteriorate, affecting their ability to make payments, additional provisioning for credit losses may be required.

(h) Advertising Costs

Advertising costs are expensed as incurred. Online advertising is expensed as incurred over the period the advertising is displayed. Advertising costs for Travelzoo North America and Travelzoo Europe amounted to $~~2.9~~10 million and $82.19 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. Advertising costs for Jack's Flight Club were $1.8 million and $1.5 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. Advertising costs for New Initiatives were $~~25,000~~0 and $~~238~~25,000 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

(i) Operating Leases

The Company determines if an arrangement contains a lease at inception. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of future minimum lease payments due over the lease term, at commencement date. The lease payments used to determine the operating lease assets may include lease incentives and stated rent increases. The Company does not include options to extend or terminate until it is reasonably certain that an option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining lease liabilities, as the Company’s leases generally do not provide an implicit rate. The Company elected not to recognize leases with an initial term of 12 months or less on its consolidated balance sheets.

The Company’s leases are reflected in operating lease ROU assets, operating lease liabilities and long-term operating lease liabilities on our accompanying consolidated balance sheet as of December 31, ~~2024~~2025. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company also has a lease agreement for real estate which it subleases to a third party. The Company recognizes sublease income in Other income (expense), net on a straight-line basis over the sublease term in its consolidated statements of operations.

(j) Stock-Based Compensation

The Company accounts for employee stock option grants under the fair value method, which requires stock-based compensation to be estimated using the fair value on the date of grant, employing an option pricing model. The value of the portion of the award that is expected to vest is recognized as expense over the related employees’ requisite service periods in the Company’s consolidated statements of operations. See Note 9 to the consolidated financial statements for a further discussion of stock-based compensation.

(k) Foreign Currency

All foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities are translated into U.S. dollars at exchange rates prevailing at the balance sheet dates. Revenues, costs and expenses are translated into U.S. dollars at average exchange rates for the period. Gains and losses resulting from translation are recorded as a component of accumulated other comprehensive income (loss). Realized gains and losses from foreign currency transactions are recognized as gain or loss on foreign currency in the consolidated statements of operations. Total foreign currency transaction net gains of $~~129~~235,000 and $65129,000 for ~~2024~~2025 and ~~2023~~2024, respectively, are included in Other income (loss), net in the Company’s consolidated statements of operations.

(l) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for deductible temporary differences, along with net operating loss carryforwards and credit carryforwards, if it is more likely than not that the tax benefits will be realized. To the extent a deferred tax asset cannot be recognized under the preceding criteria, valuation allowances are established. Deferred tax ~~assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled.~~

assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled.

Significant judgment is required in evaluating the Company's uncertain tax positions and determining the Company's provision for income taxes. Although the Company believes it has adequately reserved for its uncertain tax positions, no assurance can be given that the final outcomes of these matters will not be different. The Company adjusts its reserves in light of changing facts and circumstances, such as the progress or closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest.

(m) Comprehensive Income

Comprehensive income consists of two components, net income and other comprehensive income (loss). Other comprehensive income (loss) refers to certain changes in equity that are excluded from net income. For the Company, other comprehensive income (loss) includes foreign currency translation adjustments. Total comprehensive income (loss) for all periods presented has been disclosed in the consolidated statements of comprehensive income.

(n) Certain Risks and Uncertainties

The Company’s business is subject to risks associated with its ability to attract and retain advertisers and offer goods or services on compelling terms to our members.

The Company’s cash, cash equivalents and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. Accounts receivable are derived from revenues earned from customers located in the U.S. and internationally. As of December 31, ~~2024~~2025 and ~~2023~~2024, the Company did not have any customers that accounted for 10% or more its accounts receivable.

As of December 31, ~~2024~~2025, the Company had merchant payables of $1611.37 million related to the sale of vouchers. In the Company’s financial statements presented in this 10-K report, following GAAP accounting principles, we classified all merchant payables as current. As such, the consolidated balance sheet reflects negative net working capital (defined as current assets minus current liabilities) of $410.78 million at December 31, ~~2024~~2025. Payables to merchants are generally due upon the redemption of vouchers by members who purchased them from the Company. As of December 31, ~~2024~~2025, unredeemed vouchers have maturities through December ~~2025~~2026; however, expiration dates may be extended on a case-by-case basis and final payment to merchants upon expiration may not be due for up to a year after. Based on current projections of future redemption activity, management expects that cash on hand as of December 31, ~~2024~~2025 will be sufficient to provide for working capital needs for at least the next twelve months.

(o) Cash, Cash Equivalents and Restricted Cash

Cash equivalents consist of highly liquid investments with maturities of three months or less from the date of purchase. Restricted cash includes cash and cash equivalents that is restricted through legal contracts, regulations or our intention to use the cash for a specific purpose. Our restricted cash primarily relates to refundable security deposits for real estate leases and funds held in escrow.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the total amounts shown in the statements of cash flows (in thousands):

	December 31,		December 31,
	2024		2023
	2025		2024
Cash and cash equivalents	$	1710,~~064~~007	$	1517,~~713~~064
Restricted cash	~~675~~756		~~675~~676
Cash, cash equivalents and restricted cash–discontinued operations	1		1
Total cash, cash equivalents and restricted cash in the consolidated statements of cash flows	$	10,763	$	17,740
Total cash, cash equivalents and restricted cash in the consolidated statements of cash flows	$	17,740	$	16,389

(p) Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Additions and improvements are capitalized. Maintenance and repairs are expensed as incurred. The Company also includes in fixed assets the capitalized cost of internal-use software and website development, including software used to upgrade and enhance its website and processes supporting the Company’s business, in accordance with the framework established and guidance provided by the FASB relating to accounting for the cost of computer software developed or obtained for internal use, and website development costs. Costs incurred in the planning stage and operating stage are expensed as incurred, while costs incurred in the application development stage and infrastructure development stage are capitalized, assuming such costs are deemed to be recoverable.

Depreciation is determined using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are 3 to 5 years for computer hardware and software, capitalized internal-use software and website development costs, and office equipment and furniture. The Company depreciates leasehold improvements over the term of the lease or the estimated useful life of the asset, whichever is shorter.

(q) Impairment of Property and Equipment

52The Company accounts for long-lived assets in accordance with the accounting standard relating to impairment of long-lived assets, which requires an impairment loss to be recognized on assets to be held and used if the carrying amount of a long-lived asset group is not recoverable from its undiscounted cash flows. The amount of impairment loss is measured as the difference between the carrying amount and the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company evaluates long-lived assets for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. No impairment loss was recognized during the year ended December 31, 2025 and 2024.

The Company accounts for long-lived assets in accordance with the accounting standard relating to impairment of long-lived assets, which requires an impairment loss to be recognized on assets to be held and used if the carrying amount of a long-lived asset group is not recoverable from its undiscounted cash flows. The amount of impairment loss is measured as the difference between the carrying amount and the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company evaluates long-lived assets for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. No impairment loss was recognized during the year ended December 31, 2024 and 2023.

(r) Recently Adopted Accounting Pronouncements

In ~~November~~December 2023, the ~~Financial Standards Accounting Board (~~FASB) issued ~~Accounting Standards Update (~~ASU) 2023-0709 "~~Segment~~Income ~~Reporting~~Taxes (~~Topic~~Topics ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures", ~~which~~to ~~expands~~expand ~~annual~~the ~~and interim~~ disclosure requirements for ~~reportable~~income ~~segments~~taxes, primarily ~~through~~requiring ~~enhanced~~more ~~disclosures~~detailed ~~about~~disclosure ~~significant~~for ~~segment~~income ~~expenses~~taxes paid and the effective tax rate reconciliation. ASU 2023-0709 is effective for annual reporting periods beginning after December 15, ~~2023~~2024, ~~and~~with ~~interim~~early ~~periods~~adoption ~~within~~permitted ~~fiscal~~and ~~years~~can ~~beginning~~be ~~after~~applied ~~December~~on ~~15,~~either ~~2024,~~a ~~with~~prospective ~~early~~or ~~adoption~~retroactive ~~permitted~~basis. We adopted ASU 2023-0709 ~~was adopted~~ for the year ended December 31, ~~2024~~2025 ~~retrospectively~~using toa ~~all~~prospective ~~periods~~transition ~~presented in the financial statements~~method. See Note 116–~~Segment~~Income ~~Reporting and Significant Customer Information~~Taxes.

(s) Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740): Improvements to Income Tax Disclosures", to expand the disclosure requirements for income taxes, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. We are currently evaluating the ASU to determine its impact on our income tax disclosures.

On November 4, 2024, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance requires more detailed disclosure for expenses. This standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the ASU to determine its impact on our disclosures.

Note 2: Net Income (Loss) Per Share

Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed by adjusting the weighted-average number of common shares outstanding for the effect of dilutive potential common shares outstanding during the period. Potential common shares included in the diluted calculation consist of incremental shares issuable upon the exercise of outstanding stock options calculated using the treasury stock method.

5352

The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share amounts):

	Year Ended December 31,
	2024		2023
	2025		2024
Numerator:
Net income attributable to Travelzoo—continuing operations	$	13,564	$	11,906
Net income attributable to Travelzoo operations	$	4,699	$	13,564
Net income (loss) attributable to Travelzoo—discontinued operations	—		460
Denominator:
Weighted average common shares—basic	1211,~~594~~180		1412,~~897~~594
Effect of dilutive securities: stock options	~~258~~297		67258
Weighted average common shares—diluted	1211,~~852~~477		1412,~~964~~852
Income (loss) per share—basic
Net income (loss) per share —basic	$	0.42	$	1.08
Continuing operations	$	1.08	$	0.80
Net income (loss) per share—diluted	$	0.41	$	1.06
Discontinued operations	—		0.03
Net income (loss) per share —basic	$	1.08	$	0.83
Income (loss) per share—diluted
Continuing operations	$	1.06	$	0.80
Discontinued operations	—		0.03
Net income (loss) per share—diluted	$	1.06	$	0.83

For the years ended December 31, 2024 and 2023, options to purchase 0 and 750,000 shares of common stock were not included in the computation of diluted net income per share because the effect would have been anti-dilutive.

Note 3: Acquisitions

Stock Purchase Agreement between Travelzoo and Azzurro Capital Inc., a Related-Party

In connection with the acquisition of Metaverse Travel Experiences (“MTE”), formerly a wholly-owned subsidiary of Azzurro, the Company completed a private placement of newly issued shares with Azzurro. Ralph Bartel, who founded the Company, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro. Azzurro was the Company’s largest shareholder at the time of the MTE acquisition and, as of December 31, 2022, Azzurro and Ralph Bartel, in his individual capacity, owned approximately 50.3% of the Company’s outstanding shares. On December 28, 2022, the stockholders of Travelzoo approved the issuance and sale of 3.4 million shares of common stock (the “Shares”) of Travelzoo to Azzurro, in exchange for certain consideration, and on December 30, 2022 (the “Closing Date”), the transaction was consummated. The closing price of Travelzoo’s common stock on December 30, 2022 was $4.45 per share, resulting in an aggregate fair value of the Shares of $15.2 million. The consideration for the Shares consisted of the following: (a) $1.0 million in cash paid on the Closing Date; (b) $4.8 million paid in the form of a promissory note, carrying a 12% interest rate per annum, issued on the Closing Date and payable by June 30, 2023; and (c) the transfer to the Company of all outstanding capital stock of MTE, which was effected pursuant to a merger of MTE with a wholly-owned subsidiary of the Company on the Closing Date. The Company records the $4.8 million promissory note as Note receivable from shareholder in the stockholders’ equity section. In October 2023, the Company and Azzurro agreed to a payment plan for payment of the promissory note in five installments, ending in February 2024, with interest on the outstanding principal accruing at 16% per annum beginning on July 1, 2023.

During the year ended December 31, 2023, Azzurro paid interest of $604,000 and principal of $3.0 million, respectively. During the year ended December 31, 2024, Azzurro paid interest of $229,000 and the remaining principal amount of $1.8 million, respectively.

Intangible Assets

The following table presents the gross fair values and estimated useful lives of intangible assets from acquisitions (in thousands):

	Fair Value		Estimated Life (Years)
Customer relationships (Jack's Flight Club)	$	3,500	5.0
Trade name (Jack's Flight Club)	2,460		indefinite
Non-compete agreement (Jack's Flight Club)	660		4.0
Intangible assets (Secret Escapes Spain member database)	445		3.0
Intangible assets (Secret Escapes U.S. member database)	1,751		2.3

Assets Measured at Fair Value on a Non-recurring Basis

The Company’s non-financial assets, such as goodwill, intangible assets and property and equipment, are adjusted to fair value if an impairment is recognized during the period. The fair value measurements are based on Level 3 inputs which are unobservable inputs based on management assumptions used to measure assets at fair value.

The goodwill assessment was performed by comparing the fair value of the reporting units to their carrying value. The fair value estimates for the reporting units were based on a blended analysis of the present value of future discounted cash flows and the market value approach, using Level 3 inputs. The indefinite-lived intangible assets assessment was performed using the relief-from-royalty method, which includes unobservable inputs, classified as Level 3 inputs, including projected revenues and an approximate 5% royalty rate.

The Company performed an annual impairment test in October ~~2024~~2025 and ~~2023~~2024, and did not identify any indicators of impairment for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

Amortization of Acquired Intangible Assets

The following table presents the activities of intangible assets for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 (in thousands):


	Jack's Flight Club		Secret Escapes Spain member database		Secret Escapes U.S. member database


Intangible assets, net—December 31, 2023	$	1,710	$	186	$	195
Amortization of intangible assets with definite lives	(250)		(148)		(195)
Intangible assets, net—December 31, 2024	$	1,460	$	38	$	—
Amortization of intangible assets with definite lives	(10)		(38)		—
Intangible assets, net—December 31, 2025	$	1,450	$	—	$	—

	Jack's Flight Club		Secret Escapes Spain member database		Secret Escapes U.S. member database
Intangible assets, net—December 31, 2022	$	2,351	$	327	$	973
Amortization of intangible assets with definite lives	(641)		(141)		(778)
Intangible assets, net—December 31, 2023	1,710		186		195
Amortization of intangible assets with definite lives	(250)		(148)		(195)
Intangible assets, net—December 31, 2024	$	1,460	$	38	$	—

Amortization expense for acquired intangibles was $~~593~~48,000 and $~~1.6~~593,000 ~~million~~ for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. ~~Expected future amortization expense of acquired intangible assets as of December 31, 2024 is as follows (in thousands):~~

Years ending December 31,
2025	48
	$	48

The Company performed its annual impairment testing of Trade name as of October 31, 2025 and 2024 using a relief from royalty method, respectively. No impairment was identified in 2025 and 2024. As of December 31, 2025, the carrying value of the Trade name was $1.5 million.

The Company performed its annual impairment testing of Trade name as of October 31, 2024 and 2023 using a relief from royalty method, respectively. No impairment was identified in 2024 and 2023. As of December 31, 2024, the carrying value of the Trade name was $1.5 million.

Note 4: Balance Sheet Components

Prepaid expenses and other consists of the following (in thousands):

	December 31,
	2024		2023
	2025		2024
Prepaid expenses	$	~~921~~829	$	~~1,084~~921
Deposits	83259		~~286~~83
Other current assets	144		91
Inventory	124		—
Total prepaid expenses and other	$	1,148	$	1,461
Other current assets	90		144
Total prepaid expenses and other	$	1,302	$	1,148

Property and equipment consists of the following (in thousands):

	December 31,
	2024		2023
	2025		2024
Office equipment and furnishings	$	2,~~164~~316	$	2,~~141~~164
Capitalized internal-use software and website development	2,~~196~~169		2,~~230~~196
Leasehold improvements	~~763~~813		~~804~~763
Computer hardware and software	4547		45
Property and equipment	5,~~168~~345		5,~~220~~168
Less accumulated depreciation and amortization	(45,~~745~~114)		(4,~~642~~745)
Total property and equipment, net	$	~~423~~231	$	~~578~~423

Depreciation expense was $~~209~~130,000 and $~~291~~209,000 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Amortization of capitalized internal-use software and website development costs was $~~154~~116,000 and $39154,000 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. Amortization of acquired intangible assets is presented in Note 3 above.

Changes to the allowance for credit losses and reserve for member refunds are as follows (in thousands):

	Allowancefor credit losses		Reserve formemberrefunds
Balance at December 31, 2022	$	1,468	$	1,278
Balance at December 31, 2023	$	1,484	$	268
Additions — charged to costs and expenses, or contra revenue	172		—
Deductions — recoveries of amounts previously reserved	(133)		(459)
Deductions — write-offs or refunds	(23)		(551)
Balance at December 31, 2023	1,484		268
Additions — charged to costs and expenses, or contra revenue	244		152
Deductions — recoveries of amounts previously reserved	(24)		—
Deductions — write-offs or refunds	(92)		(276)
Balance at December 31, 2024	$1,612	~~1,612~~	$144	~~144~~
Additions — charged to costs and expenses, or contra revenue	410		222
Deductions — recoveries of amounts previously reserved	(67)		—
Deductions — write-offs or refunds	(733)		(178)
Balance at December 31, 2025	$	1,222	$	188

Accrued expenses and other consists of the following (in thousands):

	December 31,
	2024		2023
Accrued compensation expense	1,343		1,381
Reserve for member refunds	$	144	$	268
Accrued advertising expense	536		743
Other accrued expenses	1,381		1,266
Total accrued expenses and other	$	3,404	$	3,658

At December 31, 2024 and 2023, accounts receivable, accounts payable and accrued expenses are not measured at fair value; however, the Company believes that the carrying amounts of these assets and liabilities are a reasonable estimate of their fair values because of their relative short maturities.


	December 31,
	2025		2024
Accrued compensation expense	$	1,485	$	1,343
Reserve for member refunds	188		144
Accrued advertising expense	1,041		536
Other accrued expenses	1,212		1,381
Total accrued expenses and other	$	3,926	$	3,404

At December 31, 2025 and 2024, accounts receivable, accounts payable and accrued expenses are not measured at fair value; however, the Company believes that the carrying amounts of these assets and liabilities are a reasonable estimate of their fair values because of their relative short maturities.

Note 5: Commitments and Contingencies

From time to time, the Company is subject to various claims and legal proceedings, either asserted or unasserted, that arise in the ordinary course of business. The Company accrues for legal contingencies if management can estimate the potential liability and believes it is probable that the matter will be ruled on adversely. Accruals for legal contingencies were not material as of December 31, ~~2024~~2025 or ~~2023~~2024. If a legal claim for which the Company did not accrue is resolved against it, the Company would record the expense in the period in which the ruling was made. The Company believes that the likelihood of an ultimate amount of liability, if any, for any pending claims of any type (alone or combined) that will materially affect the Company’s financial position, results of operations or cash flows is remote. The ultimate outcome of any litigation is uncertain, however, and unfavorable outcomes could have a material negative impact on the Company’s financial condition and operating results. Regardless of outcome, litigation can have an adverse impact on the Company because of defense costs, negative publicity, diversion of management resources and other factors.

The Company leases office space in Canada, France, Germany, Spain, the U.K., and the U.S. under operating leases. Our leases have remaining terms ranging from less than one year to up to ~~seven~~five years. The Company maintains standby letters of credit (“LOC”) to serve as collateral issued to the landlords. The LOCs are collateralized with cash which is included in the line item “Restricted cash” in the Consolidated Balance Sheets.

Rent expense was $2.79 million and $2.87 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. ~~The Company’s rental income from sublease was approximately $0 and $271,000 for the years ended December 31, 2024 and 2023.~~ See Note 14–Leases for more information.

The Company has purchase commitments aggregating approximately $~~1.3~~733,154 ~~million~~ as of December 31, ~~2024~~2025, which represent the minimum obligations the Company has under agreements with certain third-party service providers. These minimum obligations are less than the Company's projected use for those periods. Payments may be more than the minimum obligations based on actual use.

Note 6: Income Taxes

The components of income before income tax expense are as follows (in thousands):

	Year Ended December 31,
	2024		2023
	2025		2024
U.S.	$	125,~~747~~713	$	1512,~~319~~747
Foreign	61,~~339~~944		16,~~794~~339
	$	197,~~086~~657	$	1719,~~113~~086

Income tax expense consists of current and deferred components, further categorized by federal, state and foreign jurisdictions, as shown below. The current provision is generally that portion of income tax expense that is currently payable to the taxing authorities. The Company makes estimated payments of these amounts during the year. The deferred tax provision results from changes in the Company’s deferred tax assets (future deductible amounts) and tax liabilities (future taxable amounts), which are presented in the table below:

	Current		Deferred		Total
	(In thousands)
Year Ended December 31, 2024
Federal	$	3,044	$	(471)	$	2,573
State	877		(19)		858
Foreign	2,001		(28)		1,973
	$	5,922	$	(518)	$	5,404
Year Ended December 31, 2023
Federal	$	3,267	$	7	$	3,274
State	664		72		736
Foreign	1,126		(31)		1,095
	$	5,057	$	48	$	5,105

	Year Ended December 31,
	Current		Deferred		Total
	2024		2023
	(In thousands)
Federal tax at statutory rates	$	4,005	$	3,594
Year Ended December 31, 2025
State taxes, net of federal income tax benefit	520		584
Federal	$	1,871	$	(233)	$	1,638
Uncertain tax positions	263		43
State	371		(31)		340
Foreign income taxed at different rates	586		539
Foreign	995		(294)		701
Stock-based compensation	(90)		30
	$	3,237	$	(558)	$	2,679
Other	120		315
Year Ended December 31, 2024
Total income tax expense	$	5,404	$	5,105
Federal	$	3,044	$	(471)	$	2,573
State	877		(19)		858
Foreign	2,001		(28)		1,973
	$	5,922	$	(518)	$	5,404

Income tax expense differed from the amounts computed by applying the U.S. federal statutory tax rates applicable to the Company’s level of pretax income as a result of the following (in thousands):


		Year Ended December 31,
	2024
Federal tax at statutory rates		$	4,005
State taxes, net of federal income tax benefit		520

Uncertain tax positions		263

Foreign income taxed at different rates		586


Stock-based compensation		(90)
Other		120
Total income tax expense		$	5,404

The effective tax rate of the Company's provision (benefit) for income taxes under ASU 2023-09 differs from the federal statutory rate as follows (in thousands):

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities as of December 31, 2024 and December 31, 2023 are as follows:


	December 31,
	2025
US Federal Statutory Tax Rate	$	1,608	21.00	%
Domestic federal
Nontaxable and nondeductible Items	124		1.62	%
Effect of Cross-Border Tax Laws	(71)		(0.92)	%
Other	26		0.35	%
State and Local Income Taxes, Net of Federal Income Tax Effect	239		3.12	%
Foreign Tax Effects
Canada
Statutory rate differential	(184)		(2.41)	%
Provincial tax	354		4.62	%
Other	(10)		(0.13)	%
Other foreign jurisdictions	72		0.94	%
Worldwide changes in unrecognized tax benefits	521		6.80	%
Tax Expense (Benefit) / Effective Tax Rate	2,679		34.99	%

	December 31,
	2024		2023
Deferred tax assets:
Net operating loss and credit carryforwards	$	3,279	$	3,349
Operating lease liabilities	1,575		1,947
State income taxes	117		109
Accruals and allowances	408		391
Stock-based compensation	433		432
Unrealized foreign exchange losses	23		363
Deferred revenue	616		61
Property, equipment and intangible assets	266		156
Capital loss carryforward	401		404
Total deferred tax assets	7,118		7,212
Valuation allowance	(2,806)		(2,878)
Total deferred tax assets net of valuation allowance	4,312		4,334
Deferred tax liabilities:
Operating lease right-of-use assets	(932)		(1,138)
Total deferred tax liabilities	(932)		(1,138)
Net deferred tax assets	$	3,380	$	3,196

	Balance at the beginning of the year		Charged (Credited) to expenses	Charged (Credited) to other account (*)	Balance at end of year
Deferred tax assets valuation allowance
2024	$	2,878	(72)	—	$	2,806
2023	$	4,455	(1,577)	—	$	2,878


	December 31,
	2025		2024
Deferred tax assets:
Net operating loss and credit carryforwards	$	3,548	$	3,279
Operating lease liabilities	1,276		1,575
State income taxes	56		117
Accruals and allowances	306		408
Stock-based compensation	648		433
Unrealized foreign exchange losses	290		23
Deferred revenue	1,005		616
Property, equipment and intangible assets	267		266
Capital loss carryforward	403		401
Total deferred tax assets	7,799		7,118
Valuation allowance	(2,806)		(2,806)
Total deferred tax assets net of valuation allowance	4,993		4,312
Deferred tax liabilities:
Operating lease right-of-use assets	(791)		(932)
Total deferred tax liabilities	(791)		(932)
Net deferred tax assets	$	4,202	$	3,380

Changes in the deferred tax assets valuation allowance for the years ended December 31, 2025 and 2024 are as follows (in thousands):


	Balance at the beginning of the year		Charged (Credited) to expenses	Charged (Credited) to other account (*)	Balance at end of year
Deferred tax assets valuation allowance
Year Ended December 31, 2024	$	2,878	(72)	—	$	2,806
Year Ended December 31, 2025	$	2,806	—	—	$	2,806

(*) Amounts not charged (credited) to expenses are charged (credited) to stockholders' equity or deferred tax assets (liabilities).

AsThe ofcash ~~December 31,~~paid ~~2024,~~for ~~the~~income ~~Company~~taxes ~~has~~(net ~~a valuation allowance~~ of ~~approximately $2.4 million related to foreign net operating loss (“NOL”~~refunds) ~~carryforwards~~during ~~of approximately $14.6 million primarily related to~~ the ~~Company's~~year ~~Asia~~ended Pacific entities, and 0.4 million related to capital loss carryforwards, for which it is more likely than not that the tax benefit will not be realized. The amount of the valuation allowance represented an increase of approximately $0.1 million over the amount recorded as of December 31, ~~2023,~~2025 ~~and~~ was ~~due~~as tofollows ~~the~~(in ~~increase of deferred tax assets and related valuation allowance for Travelzoo Asia. If not utilized, $14.6 million of the remaining foreign NOL may be carried forward indefinitely.~~thousands):

As of December 31, 2024, the Company has U.S. federal NOL carryforwards of $34.5 million as a result of the acquisition of MTE discussed in Note 3 above. If not utilized, $7.4 million of the remaining NOL may be carried forward indefinitely, and $27.1 million will expire at various times between 2032 and 2037. As of December 31, 2024, the Company had state and local NOL carryforwards of $120.6 million, which expire at various times between 2035 and 2044. The Company has not recorded these net operating losses because an uncertain tax position has been recorded relating to them.


	December 31,
	2025
Federal	$	228
State and Local
California	*
Illinois	*
Other	86
Foreign
Canada	1,270
United Kingdom	2,164
Other	87
Total Tax Paid	$	3,835

As* ~~of December 31, 2024, the Company is permanently reinvested in certain non-U.S. subsidiaries and does not have a deferred tax liability related to its undistributed foreign earnings.~~ The ~~estimated~~ amount of ~~the~~income ~~unrecognized deferred tax liability attributable to future withholding~~ taxes onpaid ~~dividend~~during ~~distributions of undistributed earnings for certain non-U.S. subsidiaries, which~~ the ~~Company~~year ~~intends~~does tonot ~~reinvest~~meet the ~~related~~5% ~~earnings~~disaggregation ~~indefinitely in its operations outside the U~~threshold.~~S., is approximately $871,000 at December 31, 2024.~~

5957

~~The~~As ~~total~~of ~~amount~~December of31, ~~gross~~2025, ~~unrecognized~~the ~~tax~~Company ~~benefits~~has ~~was~~a valuation allowance of approximately $232.9 4 million asrelated ofto ~~December 31,~~foreign ~~2024,~~net ofoperating ~~which~~loss up(“NOL”) tocarryforwards of approximately $1614.6 million ~~would~~primarily ~~affect~~related to the Company’'s ~~effective~~Asia Pacific entities for which it is more likely than not that the tax ~~rate~~benefit ifwill not be realized. AThe ~~reconciliation~~amount of the ~~beginning~~valuation allowance represented an increase of approximately $1,000 over the amount recorded as of December 31, 2024, and ~~ending~~was ~~amounts~~due to the increase of ~~gross unrecognized~~deferred tax ~~benefits~~assets inand ~~2023~~related ~~and~~valuation ~~2024~~allowance isfor asTravelzoo ~~follows~~Asia. ~~(in~~If ~~thousands):~~not utilized, $14.6 million of the remaining foreign NOL may be carried forward indefinitely.

Gross unrecognized tax benefits balance at December 31, 2022	$	16,877
Increase related to prior year tax positions	7,018
Settlements	—
Gross unrecognized tax benefits balance at December 31, 2023	23,895
Increase related to current year tax positions	—
Settlements	—
Gross unrecognized tax benefits balance at December 31, 2024	$	23,895

As of December 31, 2025, the Company has US federal NOL carryforwards of $31.2 million as a result of the transaction with MTE. If not utilized, $7.4 million may be carried forward indefinitely, and $23.8 million will expire at various times between 2032 and 2037. As of December 31, 2025, the Company has state and local NOL carryforwards of $119.9 million, which will expire at various times between 2035 and 2044. The Company has not recorded these net operating losses because an uncertain tax position has been recorded relating to them.

As of December 31, 2025, the Company is permanently reinvested in certain Non-U.S. subsidiaries and does not have a deferred tax liability related to its undistributed foreign earnings. The estimated amount of the unrecognized deferred tax liability attributed to future withholding taxes on dividend distributions of undistributed earnings for certain non-U.S. subsidiaries, which the Company intends to reinvest the related earnings indefinitely in its operations outside the U.S., is approximately $984.7 thousand at December 31, 2025.

The total amount of gross unrecognized tax benefits was $23.9 million as of December 31, 2025, of which up to $16.6 million would affect the Company’s effective tax rate if realized. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits in 2024 and 2025 is as follows (in thousands):





Gross unrecognized tax benefits balance at December 31, 2023	23,895
Increase related to current year tax positions	—
Settlements	—
Gross unrecognized tax benefits balance at December 31, 2024	23,895
Increase related to current year tax positions	—
Settlements	—
Gross unrecognized tax benefits balance at December 31, 2025	$	23,895

The Company’s policy is to include provisions for interest and penalties related to uncertain and unrecognized tax positions in income tax expense. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in the overall income tax provision in the period that such determination is made. As of December 31, 2025, and December 31, 2024, the Company had approximately $1.59 million and $1.1 million in accrued interest, respectively.

The Company files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is subject to U.S. federal and certain state tax examinations for certain years after 2020 and is subject to California tax examinations for years after 2019.

~~The~~Although ~~Company’s~~the ~~policy~~timing of initiation, resolution and/or closure of audits is tohighly ~~include~~uncertain, ~~interest~~it ~~and~~is ~~penalties~~reasonably ~~related~~possible tothat ~~unrecognized~~the ~~tax~~balance ~~positions~~of inthe ~~income~~gross unrecognized tax ~~expense.~~benefits Torelated to the ~~extent~~method ~~accrued~~of ~~interest~~computing income taxes in certain jurisdictions and ~~penalties~~losses doreported ~~not~~on ~~ultimately~~certain ~~become~~income ~~payable,~~tax ~~amounts~~returns ~~accrued~~could ~~will~~significantly bechange ~~reduced~~in ~~and~~the ~~reflected~~next as12 amonths. ~~reduction~~These inchanges may occur through settlement with the ~~overall~~taxing ~~income~~authorities ~~tax~~or ~~provision~~the inexpiration of the ~~period~~statute ~~that~~of ~~such~~limitations ~~determination~~on isthe ~~made~~returns filed. AtThe ~~December 31,~~Company ~~2024,~~is unable to estimate the ~~Company~~range ~~had~~of ~~approximately~~possible ~~$1.1~~adjustments ~~million~~to inthe ~~accrued~~balance ~~interest~~of ~~and~~the ~~penalties~~gross unrecognized tax benefits.

~~Although~~On ~~the~~July ~~timing~~4, ~~of any initiation~~2025, ~~resolution~~the ~~and/or~~One ~~closure~~Big ofBeautiful ~~any~~Bill ~~audits~~Act is(OBBBA) ~~highly~~was ~~uncertain,~~signed itinto islaw. ~~reasonably~~This ~~possible~~legislation ~~that~~includes ~~the~~changes ~~balance~~to ofU.S. ~~the~~federal ~~gross~~tax ~~unrecognized~~law, ~~tax~~which ~~benefits~~may ~~related~~be subject to further clarification and the ~~method~~issuance of ~~computing~~interpretive ~~income~~guidance. ~~taxes~~We inhave ~~certain~~assessed ~~jurisdictions~~the legislation and ~~losses~~its ~~reported~~effect on ~~certain~~our ~~income~~consolidated ~~tax~~financial ~~returns~~statements. ~~could~~The ~~significantly~~enactment ~~change~~of in the ~~next~~OBBBA 12Act ~~months.~~did ~~These~~not ~~changes~~have ~~may~~a ~~occur~~material ~~through~~impact ~~settlement~~for ~~with~~the ~~taxing~~period ~~authorities~~ended orDecember ~~expiration~~31, of2025. ~~the~~We ~~statute~~will ofcontinue ~~limitations~~to onmonitor ~~returns~~any ~~filed.~~future ~~The~~guidance ~~Company~~or islegislative ~~unable~~developments related to ~~estimate~~the aOBBBA ~~range~~Act ~~of possible adjustments~~ to ~~the~~assess ~~balance~~its ofpotential ~~gross~~implications ~~unrecognized~~on our tax ~~benefits~~position.

Note 7: Accumulated Other Comprehensive Loss

The following table summarizes changes in accumulated balances of other comprehensive loss (in thousands):

	Year Ended December 31,
	2024		2023
	2025		2024
Beginning balance	$	(45,~~607~~327)	$	(4,~~905~~607)
Other comprehensive income (loss) due to foreign currency translation	(720)		298
Other comprehensive loss due to foreign currency translation, net of tax	(4)		(720)
Ending balance	$	(5,~~327~~331)	$	(45,~~607~~327)

There were no amounts reclassified from accumulated other comprehensive ~~income (~~loss) for the years ended December 31, ~~2024~~2025 and ~~2023~~2024. Accumulated other comprehensive ~~income (~~loss) consists of foreign currency translation gain ~~(loss)~~.

Note 8: Employee Benefit Plan

The Company maintains a 401(k) Profit Sharing Plan & Trust (the “401(k) Plan”) for its employees in the United States. The 401(k) Plan allows employees of the Company to contribute up to 80% of their eligible compensation, subject to certain limitations. Since 2006, the Company has matched employee contributions up to $1,500 per year. Employee contributions are fully vested upon contribution, whereas the Company’s matching contributions are fully vest after the first year of service. The Company also has various defined contribution plans for its international employees. The Company’s contributions to these benefit plans were approximately $~~730~~832,000 and $~~673~~730,000 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Note 9: Stock-Based Compensation and Stock Options

The Company accounts for its employee stock options under the fair value method, which requires stock-based compensation to be estimated using the fair value on the date of grant, employing an option-pricing model. The value of the portion of awards expected to vest is recognized on a straight-line basis as expense over the related employees’ requisite service periods in the Company’s consolidated statements of operations.

In September 2019, pursuant to executed Option Agreements, the Company granted six employees stock options to purchase 50,000 shares of common stock each (300,000 in the aggregate) with an exercise price of $10.79, of which 75,000 options vest and become exercisable annually starting on September 5, 2020 and ending on December 31, 2023. The options expire in September 2024. On May 29, 2020, the shareholders of the Company approved the grants, as well as certain amendments to the Option Agreements, which increased and repriced all outstanding, unexercised options granted to such employees. Pursuant to the applicable amendments, the exercise price for the options was repriced to the official NASDAQ closing share price on March 30, 2020 (the date of execution of the amendments to the Option Agreements, which immediately followed the date of approval of the grants from the Board of Directors of the Company), which was $3.49, the option grants were each increased to 100,000 each, resulting in 300,000 additional options in the aggregate. In 2020, 100,000 unvested options were forfeited upon an employee's departure, 75,000 options were exercised and 54,258 shares of common stock were issued as the result of a cashless exercise which were approved by Travelzoo’s Board of Directors. In 2021, 125,000 unvested options were forfeited upon employees’ departure, 150,000 options were exercised and 88,917 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which were approved by Travelzoo’s Board of Directors. No option was exercised in 2022. In 2023, 50,000 options were exercised and 18,098 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which were approved by Travelzoo’s Board of Directors. As of December 31, 2023, stock-based compensation related to these Option Agreements and applicable Option Agreement Amendments were fully expensed. In 2024, 75,000 options were exercised and 27,546 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which was approved by Travelzoo’s Board of Directors. As of December 31, 2024, all options granted under these Option Agreements have been exercised or forfeited.

On May 29, 2020, pursuant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 800,000 shares of common stock to Mr. Ralph Bartel, Chairman of the Board of Directors of the Company at the time, with an exercise price of $3.49 and quarterly vesting beginning June 30, 2020 and ending on March 31, 2022. ~~The options expire in March 2025.~~ This grant was approved at the 2020 Annual Meeting of the shareholders. In 2021, 600,000 options were exercised and 390,809 shares of common stock were issued as the result of the cashless exercises which were approved by Travelzoo’s Board of Directors. Stock-based compensation related to this grant was fully expensed in 2022. In 2023, 200,000 options were exercised and 121,307 shares of common stock were issued as the result of the cashless exercises which were approved by Travelzoo’s Board of Directors. The options expired in March 2025.

On May 29, 2020, pursuant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 200,000 shares of common stock to two key employees, with an exercise price of $3.49 with annual vesting starting March 30, 2021 and ending on March 31, 2024. The options expire in March 2025. In 2021, 50,000 options were exercised and 24,474 shares of common stock were issued as the result of cashless exercises which were approved by Travelzoo’s Board of Directors. In 2022, 50,000 unvested options were forfeited upon one employee's departure, 25,000 options were exercised and 4,676 shares of common stock were issued as the result of cashless exercise or net settlement with respect to the option exercise price which were approved by Travelzoo’s Board of Directors. In 2023, 50,000 options were exercised and 16,619 shares of common stock were issued as the result of the cashless exercise which were approved by Travelzoo’s Board of Directors. In 2024, 25,000 options were exercised and 8,420 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which was approved by Travelzoo’s Board of Directors. Stock-based compensation related to this grant was fully expensed in 2024 and all options granted under this Option Agreement have been exercised or forfeited as of December 31, 2024.59

On ~~June~~May 129, ~~2021~~2020, pursuant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 50200,000 shares of common stock to ~~one~~two ~~employee~~key employees, with an exercise price of $93.~~44,~~49 with annual vesting starting ~~January~~March 130, ~~2022~~2021 and ending on ~~January~~March 131, ~~2025~~2024. The options ~~expire~~expired in ~~January~~March ~~2026~~2025. In 2021, 50,000 options were exercised and 24,474 shares of common stock were issued as the result of cashless exercises which were approved by Travelzoo’s Board of Directors. In 2022, 50,000 unvested options were forfeited upon one employee's departure, 25,000 options were exercised and 4,676 shares of common stock were issued as the result of cashless exercise or net settlement with respect to the option exercise price which were approved by Travelzoo’s Board of Directors. In 2023, 50,000 options were exercised and 16,619 shares of common stock were issued as the result of the cashless exercise which were approved by Travelzoo’s Board of Directors. In 2024, 3725,~~500~~000 options were exercised and 38,~~358~~420 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which was approved by Travelzoo’s Board of Directors. Stock-based compensation related to this grant was fully expensed in 2024 and all options granted under this Option Agreement have been exercised or forfeited as of December 31, 2025.

InOn ~~March~~June ~~2022~~1, 2021, pursuant to an executed Option Agreement, the ~~Company~~shareholders ~~granted~~of ~~its~~the ~~Global~~Company ~~Chief~~approved ~~Executive~~the ~~Officer,~~grant ~~Holger~~of ~~Bartel,~~stock options to purchase ~~600~~50,000 shares of common stock ofto ~~the~~one ~~Company~~employee, with an exercise price of $89.1444, ~~and~~with annual vesting ~~25%~~starting ~~every~~January ~~six months over two years beginning on June 30~~1, 2022 and ending on ~~December~~January 311, ~~2023~~2025. The options expire in ~~March 2027~~2026. ~~This grant was approved at the 2022 Annual Meeting of the shareholders.~~ In 2024, ~~200~~37,~~000~~500 options were exercised and 533,~~753~~358 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which was approved by ~~Travelzoo~~the Company’s Board of Directors. As of December 31, 2025, 12,500 options were vested and outstanding. Stock-based compensation related to this grant was fully expensed in ~~2023~~2024. The options expired in 2026.

In ~~June~~March 3, 2022, pursuant to an executed Option Agreement, the Company granted anits ~~employee~~Global Chief Executive Officer, Holger Bartel, options to purchase ~~100~~600,000 shares of common stock of the Company, with an exercise price of $68.7814 and ~~quarterly~~ vesting 25% every six months over two years beginning on ~~September~~June 30, 2022 and ending on ~~June~~December 3031, ~~2025~~2023. The options expire in March 2027. This grant was approved at the 2022 Annual Meeting of the shareholders. In 2024, 200,000 options were exercised and 53,753 shares of common stock were issued as the result of the cashless exercises or net settlement with ~~vesting~~respect to the option exercise price which was approved by Travelzoo’s Board of Directors. As of December 31, 2025, 400,000 options were vested and outstanding. Stock-based oncompensation ~~both~~related to this grant was fully expensed in 2023.

61In June 2022, the Company granted an employee options to purchase 100,000 shares of common stock with an exercise price of $6.78 and quarterly vesting beginning on September 30, 2022 and ending on June 30, 2025 with vesting based on both time-based service condition and also performance conditions. However, if the performance targets are not met as of the first date on which the time condition is met, the time condition may be extended by one quarter up to three times. The options expire in June 2027. The Company did not recognize stock-based compensation expense for this grant as the performance targets were not achieved and thus no shares were vested in 2022. Total stock-based compensation related to this option grant of $89,000 was recorded in sales and marketing expenses for 2023, with 25,000 shares were vesting. Total stock-based compensation related to this option grant of $89,000 was recorded in sales and marketing expenses for 2024, with 25,000 shares vesting. Total stock-based compensation related to this option grant of $89,000 was recorded in sales and marketing expenses for 2025, with 25,000 shares vesting. Stock-based compensation related to this grant was fully expensed in 2025.

~~time-based~~In ~~service~~March ~~condition~~2023, ~~and~~the ~~also~~Company ~~performance~~granted ~~conditions.~~its ~~However,~~General ifCounsel ~~the~~and ~~performance~~Head ~~targets~~of ~~are~~Global ~~not~~Functions, ~~met~~Christina asSindoni ofCiocca, ~~the~~options ~~first~~to ~~date~~purchase on200,000 ~~which~~shares ~~the~~of ~~time~~common ~~condition~~stock isof ~~met~~the Company, ~~the~~with ~~time~~an ~~condition~~exercise ~~may~~price beof ~~extended~~$4.96 byand ~~one~~vesting ~~quarter~~12.5% upevery tosix ~~three~~months ~~times.~~over ~~The~~four ~~options~~years ~~expire~~beginning inon June ~~2027.~~30, ~~The~~2023 ~~Company~~and ~~did~~ending ~~not~~on ~~recognize~~December ~~stock-based~~31, ~~compensation~~2026. ~~expense~~This ~~for~~grant ~~this~~was ~~grant~~approved asat the ~~performance~~Annual ~~targets~~Meeting ~~were~~of ~~not~~Stockholders ~~achieved~~held ~~and~~in ~~thus~~June no2023. ~~shares~~The ~~were~~options ~~vested~~expire in ~~2022~~March 2028. Total stock-based compensation related to this option grant of $89139,000 was recorded in ~~sales~~general and ~~marketing~~administrative expenses for ~~2023~~each the year ended December 31, ~~with~~2025 25and 2024, respectively. In 2024, 75,000 ~~shares~~options were ~~vesting.~~exercised ~~Total~~and 19,584 shares of common stock~~-based~~ ~~compensation~~were ~~related~~issued as the result of the cashless exercises or net settlement with respect to ~~this~~the option ~~grant~~exercise price which was approved by Travelzoo’s Board of ~~$119~~Directors. In 2025, 25,000 options were exercised and 7,890 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which was ~~recorded~~approved inby ~~sales~~Travelzoo’s ~~and~~Board ~~marketing~~of ~~expenses~~Directors. ~~for~~As ~~2024~~of December 31, ~~with~~2025, 25there was approximately $139,000 ~~shares~~of ~~vesting~~unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 1.0 year.

In March ~~2023~~2024, the ~~Company~~Compensation Committee of the Board of Directors granted ~~its~~Holger ~~General~~Bartel ~~Counsel~~600,000 ~~and~~stock ~~Head~~options ofthat ~~Global~~vest ~~Functions~~through December 31, ~~Christina~~2025. ~~Sindoni~~On ~~Ciocca~~April 26, 2024, pursuant to an executed Option Agreement, the shareholders of the Company approved to grant Holger Bartel, options to purchase ~~200~~600,000 shares of common stock of the Company, with an exercise price of $48.9658 and vesting 1225.50% every six months over ~~four~~two years beginning on June 30, ~~2023~~2024 and ending on December 31, ~~2026~~2025. ~~This grant was approved at the Annual Meeting of Stockholders held in June 2023.~~ The options expire in March ~~2025~~2029. InStock-based ~~2024,~~compensation ~~75,000~~related ~~options were exercised and 19,584 shares of common stock were issued as the result of the cashless exercises or net settlement with respect~~ to ~~the~~this ~~option~~grant ~~exercise price which~~ was ~~approved~~fully byexpensed ~~Travelzoo’s~~in ~~Board of Directors~~2025.

In March 2024, the Compensation Committee of the Board of Directors granted Holger Bartel 600,000 stock options that vest through December 31, 2025. On April 26, 2024, pursuant to an executed Option Agreement, the shareholders of the Company approved to grant Holger Bartel, options to purchase 600,000 shares of common stock of the Company, with an exercise price of $8.58 and vesting 25.0% every six months over two years beginning on June 30, 2024 and ending on December 31, 2025. The options expire in March 2029. 60

The Company recorded $1.54 million of stock-based compensation in general and administrative expenses for ~~each of~~ the ~~years~~year ended December 31, ~~2024 and 2023~~2025.

The Company utilizes the Black-Scholes option pricing model to value the stock options, with an expected life as defined under the simplified method, using an average of the contractual term and vesting period of the stock options, and risk-free interest rates based on the U.S. Treasury yield curve in effect at the time of grant. Historical volatility is calculated based upon implied volatility of the Company's historical stock prices. The Company accounts for forfeitures as they occur.

There were no stock options granted in 2025. The fair value of stock options granted in 2024 was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:

	2024			2023
	2025			2024
Weighted-average fair value of options granted per share	$	~~4.06~~—		$	24.7806
Historical volatility	64—		%	7564		%
Risk-free interest rate	~~4.84~~—		%	4.4084		%
Dividend yield	—			—
Expected life in years	30.10			3.61

As of December 31, ~~2024~~2025, there was approximately $~~824~~139,000 of unrecognized stock-based compensation expense related to outstanding stock options, expected to be recognized over 0.82 years.

Option activities during the years ended December 31, 2023, 2024 and 2025 were as follows:


	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value
					(In thousands)
Outstanding at December 31, 2023	1,050,000	$	7.02	3.11 years
Options Granted	600,000	8.58
Exercised options	(462,500)	6.74
Options forfeited and canceled	(8,333)	6.78
Outstanding at December 31, 2024	1,179,167	$	7.99	3.33 years
Options Granted	—	$	—
Exercised options	(25,000)	$	4.96
Options forfeited and canceled	—	—
Outstanding at December 31, 2025	1,154,167	$	8.06	2.33 years	$	(1,129)
Exercisable and fully vested at December 31, 2025	1,104,167			2.34 years	$	(1,235)
Outstanding at December 31, 2025 and expected to vest thereafter	50,000			2.18 years	$	106

	Shares	Weighted-AverageExercise Price		Weighted-AverageRemainingContractual Life	AggregateIntrinsicValue
					(In thousands)
Outstanding at December 31, 2022	1,175,000	$	6.40	3.38 years
Options Granted	200,000	4.96
Exercised options	(325,000)	3.49
Options forfeited and canceled	—	—
Outstanding at December 31, 2023	1,050,000	$	7.02	3.11 years
Options Granted	600,000	$	8.58
Exercised options	(462,500)	$	6.74
Options forfeited and canceled	(8,333)	6.78
Outstanding at December 31, 2024	1,179,167	$	7.99	3.33 years	$	1,813
Exercisable and fully vested at December 31, 2024	733,333	$	8.20	3.05 years	$	978
Outstanding at December 31, 2024 and expected to vest thereafter	445,833	$	7.66	3.84 years	$	835

The aggregate intrinsic values in the table above represent the total pre-tax intrinsic values (the difference between the Company’s closing stock price on the last trading day of the year ended December 31, 2025 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders, had all option holders exercised their options on December 31, 2025. These amounts change based on the fair value of the Company’s stock. The Company’s policy is to issue shares from authorized shares to fulfill stock option exercises.

The aggregate intrinsic values in the table above represent the total pre-tax intrinsic values (the difference between the Company’s closing stock price on the last trading day of the year ended December 31, 2024 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders, had all option holders exercised their options on December 31, 2024. These amounts change based on the fair value of the Company’s stock. The Company’s policy is to issue shares from authorized shares to fulfill stock option exercises.61

Outstanding options at December 31, ~~2024~~2025 were as follows:

Exercise Price		OptionsOutstanding	Options OutstandingWeighted-AverageRemaining ContractualLife	Weighted-AverageExercise Price		Options Outstanding and Exercisable	Options ExercisableWeighted-AverageRemaining ContractualLife
$	4.96	~~125~~100,000	32.18 years	$	4.96	2550,000	32.18 years
$	6.78	41,667	21.42 years	$	6.78	841,~~333~~667	21.42 years
$	8.14	400,000	21.17 years	$	68.7814	400,000	21.17 years
$	8.58	600,000	43.24 years	$	8.1458	~~300~~600,000	43.24 years
$	9.44	12,500	10.00 ~~year~~years	$	9.44	—12,500	10.00 ~~year~~years

Note 10: Stock Repurchase Program

The Company's stock repurchase programs assist in offsetting the impact of dilution from employee equity compensation and with capital allocation. Management is allowed discretion in the execution of repurchase programs, based upon market conditions and consideration of capital allocation.

InOn ~~June~~October ~~2022~~24, 2023, the Company announced that its ~~Board~~board of ~~Directors~~directors ~~approved~~authorized ~~a stock repurchase program authorizing~~ the repurchase of up to 1,000,000 shares of the Company’'s outstanding common stock. In ~~2022~~2023, the Company repurchased ~~306~~600,~~375~~000 shares of common stock for an aggregate purchase price of $15.6 0 million, ~~which~~excluding ~~was~~excise ~~recorded~~tax asdue ~~part~~under the Inflation Reduction Act of ~~treasury~~2022, ~~stock~~with such shares retired and recorded as a reduction of ~~December~~additional ~~31,~~paid-in ~~2022~~capital. In ~~2023~~2024, the Company repurchased ~~693~~the remaining 400,~~625~~000 shares of common stock for an aggregate purchase price of $43.9 million., ~~The~~excluding ~~shares~~excise ~~repurchased~~tax ~~were~~due under the Inflation Reduction Act of 2022, with such shares retired and recorded as a reduction of additional paid-in capital. ~~This~~until ~~stock~~extinguished ~~repurchase~~with ~~program~~the ~~was~~remaining ~~completed~~amount inreflected ~~2023~~as a reduction of retained earnings.

On ~~July~~April 2630, ~~2023~~2024, the Company announced that its ~~Board~~board of ~~Directors~~directors authorized the repurchase of up to 1,000,000 shares of the Company's outstanding common stock. ~~The~~In ~~Company~~2024, ~~subsequently~~the Company repurchased 1,000,000 shares of common stock for an aggregate purchase price of $68.98 million, excluding excise tax due under the Inflation Reduction Act of 2022, with such shares retired and recorded as a reduction of additional paid-in capital. ~~This~~until ~~stock~~extinguished ~~repurchase~~with ~~program~~the ~~was~~remaining ~~completed~~amount inreflected ~~2023~~as a reduction of retained earnings.

On ~~October~~June 2415, ~~2023~~2024, the Company ~~announced~~entered ~~that~~into ~~its~~a ~~board~~Stock ofRepurchase ~~directors~~Agreement ~~authorized~~with ~~the~~Mr. Holger Bartel to privately repurchase ofan upaggregate toof 1200,000~~,000~~ shares of the Company'’s ~~outstanding~~ common stock. ~~In 2023, the Company repurchased 600,000 shares of common stock~~ for an aggregate purchase price of $51.05 million, excluding excise tax due under the Inflation Reduction Act of 2022, with such shares retired and recorded as a reduction of additional paid-in capital. Inuntil ~~2024,~~extinguished ~~the~~with ~~Company repurchased~~ the remaining ~~400,000~~amount ~~shares~~reflected ofas ~~common~~a ~~stock~~reduction ~~for an aggregate purchase price~~ of $3retained earnings.~~9 million,~~ ~~excluding~~This ~~excise~~transaction ~~tax~~was ~~due~~approved ~~under~~by the ~~Inflation~~Compensation ~~Reduction~~Committee ~~Act~~ of ~~2022, with such shares retired and recorded as a reduction of additional paid-in capital until extinguished with~~ the ~~remaining~~Board ~~amount reflected as a reduction~~ of ~~retained earnings~~Directors. ~~This~~See ~~stock~~Note ~~repurchase~~12: ~~program~~Related ~~was~~Party ~~completed~~Transactions infor ~~2024~~further information.

On ~~April~~October 3023, 2024, the Company announced that its board of directors authorized the repurchase of up to 1,000,000 shares of the Company's outstanding common stock. The Company repurchased 1,000,000 shares of common stock for an aggregate purchase price of $8.8 million, excluding excise tax due under the Inflation Reduction Act of 2022, with such shares retired and recorded as a reduction of additional paid-in capital until extinguished with the remaining amount reflected as a reduction of retained earnings. This stock repurchase program was completed in 2024.

~~On October 23, 2024, the Company announced that its board of directors authorized the repurchase of up to 1,000,000~~ shares of the Company's outstanding common stock. ~~The~~In 2024, the Company repurchased ~~135~~88,~~792~~471 shares of common stock for an aggregate purchase price of $21.3 50 million, excluding excise tax due under the Inflation Reduction Act of 2022, with such shares retired and recorded as a reduction of additional paid-in capital until extinguished with the remaining amount reflected as a reduction of retained earnings. AsFor ofyear ~~December~~ended December 31, ~~2024~~2025, ~~there~~the ~~were~~Company repurchased 911,529 shares ~~remaining~~of tocommon bestock ~~repurchased~~for an aggregate purchase price of $12.9 million, excluding excise tax due under ~~this~~the ~~program~~Inflation Reduction Act of 2022, with such shares retired and recorded as a reduction of additional paid-in capital until extinguished with the remaining amount reflected as a reduction of retained earnings.

On March 5, 2026, the Company announced that its board of directors authorized the repurchase of up to 1,000,000 shares of the Company's outstanding common stock.

Note 11: Segment Reporting and Significant Customer Information

During ~~2024~~2025, the Company had four reportable operating segments: Travelzoo North America, Travelzoo Europe, Jack’s Flight Club and New Initiatives. Travelzoo North America consists of the Company’s operations in the U.S. and Canada. Travelzoo Europe consists of the Company’s operations in France, Germany, Spain and the U.K. Jack’s Flight Club consists of subscription revenues from premium members to access and receive flight deals from Jack’s Flight Club via email or mobile applications. New Initiatives consists of Travelzoo’s licensing activities in certain Asia Pacific territories, the Travelzoo META subscription service and MTE.

Our chief operating decision maker ("CODM") is our Global Chief Executive Officer. The CODM primarily use operating income (loss) to evaluate each segment's performance allocate resources and make capital investments. We allocate certain software and license costs, such as IT and customer support, across all segments but do not allocate expenses such as legal-related costs or income taxes. Financial information is utilized along with forecasts to enable decision maker to manage our business across all operating segments.62

~~For~~Our ~~the~~chief ~~year~~operating ~~ended~~decision ~~December 31,~~maker ~~2024,~~("CODM") ~~Travelzoo~~is ~~North~~our ~~America~~Global ~~operations~~Chief ~~comprised~~Executive ~~66%~~Officer. ofThe ~~revenues,~~CODM ~~Travelzoo~~primarily ~~Europe~~use ~~operations~~operating ~~comprised~~income ~~29%~~(loss) ofto ~~revenues~~evaluate ~~and~~each ~~Jack~~segment's ~~Flight~~performance ~~Club~~allocate ~~comprised~~resources 5%and ofmake ~~revenues~~capital investments. We allocate certain software and license costs, such as IT and customer support, across all segments but do not allocate expenses such as legal-related costs or income taxes. Financial information is utilized along with forecasts to enable the CODM to manage our business across all operating segments.

64For the year ended December 31, 2025, Travelzoo North America operations comprised 66% of revenues, Travelzoo Europe operations comprised 28% of revenues and Jack's Flight Club comprised 6% of revenues.

The following is a summary of operating results by business segment (in thousands):

Year Ended December 31, 2024

Travelzoo North America

Travelzoo Europe

Jack's Flight Club

New Initiatives

Consolidated

Year Ended December 31, 2025

Travelzoo North America

Travelzoo Europe

Jack's Flight Club

New Initiatives

Consolidated

Revenues from unaffiliated customers

5459,~~968~~001

2427,~~113~~122

45,~~714~~516

~~107~~80

8391,~~902~~719

Intersegment revenues

~~124~~1,291

(421,146)

(82145)

—

Total net revenues

5560,~~092~~292

2425,~~071~~976

45,~~632~~371

~~107~~80

8391,~~902~~719

Sales and marketing (1)

1925,~~748~~501

1217,~~561~~396

12,~~881~~370

~~280~~—

3445,~~470~~267

Other costs and expenses (2)

1925,~~461~~795

810,~~429~~895

2,~~707~~663

~~337~~195

3039,~~934~~548

Operating income (loss)

158,~~883~~996

3(2,~~081~~315)

44338

(~~510~~115)

186,~~498~~904

Other income, net

~~588~~753

Income from continuing operations before income taxes

197,~~086~~657

(1) Includes advertising and promotional costs, employee-related expenses for sales, marketing, and production teams, conference participation costs, professional services, public relations expenses, and facilities costs.

(2) Includes costs and expenses related to cost of revenues, product development, and general and administrative. Travelzoo North America and Travelzoo Europe general and administrative expenses include stock based compensation of $1.5 4 million and $0, respectively.

Year Ended December 31, 2023

Travelzoo North America

Travelzoo Europe

Jack's Flight Club

New Initiatives

Consolidated

Year Ended December 31, 2024

Travelzoo North America

Travelzoo Europe

Jack's Flight Club

New Initiatives

Consolidated

Revenues from unaffiliated customers

54,~~837~~968

2524,~~291~~113

4,~~145~~714

~~204~~107

8483,~~477~~902

Intersegment revenues

~~1,243~~124

(~~1,270~~42)

27(82)

—

Total net revenues

5655,~~080~~092

24,~~021~~071

4,~~172~~632

~~204~~107

8483,~~477~~902

Sales and marketing (1)

2219,~~029~~748

1312,~~636~~561

1,~~788~~881

~~321~~280

3734,~~774~~470

Other costs and expenses (2)

1819,~~797~~461

98,~~068~~429

2,~~406~~707

~~859~~337

3130,~~130~~934

Operating income (loss)

15,~~254~~883

13,~~317~~081

~~(23)~~44

(~~976~~510)

1518,~~572~~498

Other income, net

~~1,541~~588

Income from continuing operations before income taxes

1719,~~113~~086

(2) Includes costs and expenses related to cost of revenues, product development, and general and administrative. Travelzoo North America and Travelzoo Europe general and administrative include stock based compensation of $1.2 5 million and $~~194~~0,~~000,~~ respectively.

A measure of segment assets is not currently provided to the Chief Operating Decision Maker and has therefore not been provided.

As of December 31, ~~2024~~2025, the Company ~~had~~did ~~one~~not ~~customer~~have any customers that accounted for ~~more than~~ 10% ofor ~~revenues~~more atof $8revenue.~~8 million~~ ~~across Travelzoo North America and Travelzoo Europe.~~ For the ~~years~~year ended December 31, ~~2023~~2024, the Company ~~did~~had ~~not~~one ~~have~~customer ~~any customers~~ that accounted for more than 10% orof ~~more~~revenues ofat ~~revenue~~$8.8 million across Travelzoo North America and Travelzoo Europe. As of December 31, 2025 and 2024, the Company did not have any customers that accounted for 10% or more of accounts receivable.

6563

The following table sets forth the breakdown of revenues (in thousands) by category Advertising and Commerce, Membership Fees, and Other. Advertising and Commerce includes travel publications (Top 20, Travelzoo website, Standalone email newsletters, Travelzoo Network), Getaways vouchers, hotel platform, vacation packages, Local Deals vouchers and entertainment offers (vouchers and direct bookings). Membership Fees includes subscription fees paid by Travelzoo, Jack’s Flight Club and Travelzoo META members. Other includes licensing fees from license agreements and the retail business acquired with MTE.

	Year Ended December 31,
	2024		2023
	2025		2024
Advertising	$	78,396	$	80,128
Advertising and Commerce	$	78,446	$	78,396
Membership Fees	513,~~399~~193		45,~~145~~399
Other	~~107~~80		~~204~~107
Total revenues	$	8391,~~902~~719	$	8483,~~477~~902

The following table sets forth revenues for individual countries that comprised 10% or more of total revenue (in thousands):

	Year Ended December 31,
	2024		2023
	2025		2024
Revenue
United States	$	4955,~~473~~301	$	5049,~~891~~473
United Kingdom	2019,~~607~~894		1920,~~486~~607
Rest of the world	1316,~~822~~524		1413,~~100~~822
Total revenues	$	8391,~~902~~719	$	8483,~~477~~902

The Company disaggregates its revenue by geographic region based on the location of the legal entity providing the service.

Note 12: Related Party Transactions

Stock Purchase Agreement between Travelzoo and Azzurro Capital Inc.

In connection with the development of Travelzoo META, on December 28, 2022, the Company acquired MTE, a wholly owned subsidiary of Azzurro, and also completed a private placement of newly issued shares. As of December 31, 2022, Azzurro and Ralph Bartel owned approximately 50.3% of the Company’s outstanding shares. See Note 3–Acquisitions in the consolidated financial statements for further information.

Stock Repurchase Agreements

Travelzoo, from time to time, engages in share repurchases. On June 15, 2024, the Company entered into a Stock Repurchase Agreement (the “First SRA”) with Holger Bartel, the Company's Global Chief Executive Officer, to repurchase an aggregate of 200,000 shares of the Company’s common stock at a price of $7.66 per share. The Compensation Committee of the Board of Directors negotiated the purchase price with Holger Bartel after receiving advice from an independent financial adviser. The aggregate purchase price of $1.5 million was paid during the second quarter of 2024, following the execution of the First SRA.

On September 5, 2024, the Company entered into a Stock Repurchase Agreement (the “Second SRA”) with Holger Bartel, the Company's Global Chief Executive Officer, to repurchase an aggregate of 200,000 shares of the Company’s common stock at a price of $11.44 per share. The Compensation Committee of the Board of Directors negotiated the purchase price with Holger Bartel after receiving advice from an independent financial adviser. The aggregate purchase price of $2.4 million was paid in 2024, following the execution of the Second SRA.

Consulting Agreement with Ralph Bartel

On January 1, 2023, with the unanimous approval of the Audit Committee, the Company entered into a Consulting Agreement with Ralph Bartel (the "Consulting Agreement"). The Consulting Agreement was amended and renewed, effective January 1, ~~2025~~2026. Ralph Bartel, who founded Travelzoo, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro. Azzurro is the Company's largest shareholder. Pursuant to the Consulting Agreement, Mr. Bartel provides strategic advisory for Travelzoo META, advisory on talent search, performance management consulting, strategic advisory to IT and brand strategy and public relations support. In 2025, the fee payable to Mr. Bartel pursuant to the Consulting Agreement was $313,000, included within General and Administrative expenses. In 2024, the fee payable to Mr. Bartel was $164,000.

6664

~~Bartel~~Framework provides strategic advisory for Travelzoo META, advisory on talent search, performance management consulting, strategic advisory to IT and brand strategy and public relations support. In 2024, the fee payable to Mr. Bartel pursuant to the Consulting Agreement ~~was~~with ~~$164,000,~~Talenti ~~included~~Milanesi ~~within General and Administrative expenses~~S. ~~In 2023, the fee payable to Mr~~R. ~~Bartel was less than $120,000~~L.

~~Profits~~On ~~from~~February ~~Sale~~28, 2019, with the unanimous approval of the Audit Committee, the Company entered into a Framework Agreement (the “Framework Agreement”) with Donna Elissa S.R.L. (“Donna Elissa”), a company controlled by Azzurro. Azzurro is the Company’s largest shareholder. Pursuant to the Framework Agreement, Donna Elissa provided certain strategic services to the Company, including the engagement of contractors and ~~Purchase~~provision of ~~Travelzoo~~office ~~Common~~space ~~Stock~~in ~~within~~Milan. ~~Six~~On ~~Month~~January ~~Period~~24, 2025, the Audit Committee unanimously approved the assignment of Donna Elissa’s rights and obligations under the Framework Agreement to Talenti Milanesi S.R.L. (“Talenti”). In 2025, the aggregate fee payable to Donna Elissa and Talenti pursuant to the Framework Agreement was $208,000.

On May 23, 2023, Travelzoo was named as a nominal defendant in a complaint for recovery of short swing profits filed in the Southern District of New York under Section 16(b) of the Securities Exchange Act, by Dennis J. Donoghue and Mark Rubenstein, against Ralph Bartel, the Ralph Bartel 2005 Trust and Azzurro Capital Inc. This case is ongoing but as Travelzoo is a nominal defendant, it did not accrue any expense as of December 31, 2024.

Note 13: Non-Controlling Interest

The Company’s consolidated financial statements include Jack's Flight Club, which the Company has operating control over but owns a 60% equity interest in.

Non-controlling interest for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was as follows (in thousands):

Non-controlling interest—January 1, 2023	$	4,595
Net Income attributable to non-controlling interest	102
Non-controlling interest—December 31, 2023	$	4,697
Net Income attributable to non-controlling interest	118
Non-controlling interest—December 31, 2024	$	4,815
Net Income attributable to non-controlling interest	279
Non-controlling interest—December 31, 2025	$	5,094

Note 14: Leases

The Company has operating leases for real estate and certain equipment. The Company leases office space in Canada, Germany, Spain, the U.K. and the U.S. under operating leases. Our leases have remaining lease terms ranging from less than one year to up to ~~seven~~five years. Certain leases include one or more options to renew. In addition, we sublease certain real estate to a third party. All of our leases qualify as operating leases.

The following table summarizes the components of lease expense for the years ended December 31, 2025 and 2024 (in thousands):

	Year Ended December 31,
	2024		2023
	2025		2024
Operating lease cost	$	2,~~133~~266	$	2,~~349~~133
Short-term lease cost	~~544~~617		~~149~~544
Variable lease cost	~~496~~428		~~580~~496
Sublease income	—		(271)
Total lease cost	$	3,311	$	3,173
Total lease cost	$	3,173	$	2,807

Cash payments against the operating lease liabilities totaled $3.45 million ~~for~~and ~~each~~$3.4 ofmillion for the years ended December 31, 2025 and 2024. ROU assets obtained in exchange for lease obligations was and $321,000 and $1.3 million ~~and $602,000~~ for the year ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

6765

The following table summarizes the presentation in our consolidated balance sheets of our operating leases (in thousands):

		Year Ended December 31,
		2024			2023
		2025			2024
Assets:
	Operating lease right-of-use assets	$	54,~~655~~047		$	65,~~015~~655
Liabilities:
	Operating lease liabilities	$	21,~~472~~811		$	2,~~530~~472
	Long-term operating lease liabilities	54,~~646~~184			65,~~717~~646
	Total operating lease liabilities	$	85,~~118~~995		$	98,~~247~~118
Weighted average remaining lease term (years)		43.4384			54.2643
Weighted average discount rate		4.81		%	4.38		%

Maturities of remaining lease liabilities at December 31, 2025 were as follows (in thousands):

Years ending December 31,
2025	$	2,987
2026	$	2,984
2026	1,800
2027	1,509
2027	1,458
2028	1,464
2028	1,458
2029	1,454
Thereafter	1,674
2030	225
Total lease payments	97,~~377~~636
Less interest	(1,~~259~~641)
Present value of operating lease liabilities	$	85,~~118~~995

6866

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to mean controls and other procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

At the end of the period covered by this Annual Report on Form 10-K an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer (CEO), Financial Controller, North America and General Counsel and Head of Global Functions, of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation, our management concluded that our disclosure controls and procedures were effective as of December 31, ~~2024~~2025.

Management believes that our consolidated financial statements included in this Annual Report on Form 10-K have been prepared in accordance with US GAAP. Our management have certified that, based on such officer’s knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report.

Remediated Material Weakness

We previously identified a material weakness in our internal control over financial reporting related to having sufficient resources for the accounting for certain non-routine, non-recurring, unusual or complex transactions within our financial statement closing and reporting process. Specifically, the Company did not have internal financial staff with sufficient specific expertise to ensure complete and timely financial reporting and disclosures related to technical and complex accounting transactions.

We implemented our remediation plan for the material weakness in internal control over financial reporting described above. Specifically, we realigned certain of our personnel (including appointing a new Chief Accounting Officer and recruiting for additional headcount in Finance), improved reporting processes, and designed and implemented new controls in preparation for the next non-routine, non-recurring, unusual or complex transaction. We will engage sufficient outside subject matter experts and specialists to ensure the complete and timely accounting and financial reporting for certain non-routine, unusual or complex transactions and technical matters, where appropriate. We are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that control deficiencies contributing to the material weakness are remediated as soon as possible. We consider the material weakness remediated as of December 31, 2024.

Changes in Internal Control Over Financial Reporting

During the ~~quarter~~year ended December 31, ~~2024~~2025, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

6967

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025, the end of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, ~~2024~~2025 for the reasons discussed above.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm on our internal control over financial reporting because we are a smaller reporting company and are not subject to auditor attestation requirements under applicable SEC rules.

/s/ HOLGER BARTEL

Holger Bartel

Global Chief Executive Officer

/s/ JEFF HOFFMAN

Jeff Hoffman

Financial Controller, North America

March 1911, ~~2025~~2026

Item 9B. Other Information

Not applicable.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

7068

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information required by this item is incorporated by reference to Travelzoo’s definitive Proxy Statement for the ~~2025~~2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of Travelzoo’s fiscal year ended December 31, ~~2024~~2025 and is incorporated herein by reference.

The Company has adopted a Code of Ethics applicable to all officers, directors and employees. The Code of Ethics is available under the “Code of Ethics” link under the “Governance” dropdown menu on our Investor Relations website (ir.travelzoo.com). In the event that we amend or waive any of the provisions of the Code of Ethics that relate to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, we intend to disclose such amendment or waiver at the same location on our website.

The Company has adopted an Insider Trading Policy that governs the purchase, sale, and/or dispositions of the Company’s securities by directors, officers, and employees and is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to the Company. A copy of the Company’s Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

Item 11. Executive Compensation

Information regarding executive compensation and compensation committee interlocks is incorporated by reference to the information in the definitive Proxy Statement relating to our ~~2025~~2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, ~~2024~~2025, which is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding security ownership of certain beneficial owners and management and related stockholder matters is incorporated by reference to the information in the definitive Proxy Statement relating to our ~~2025~~2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, ~~2024~~2025, which is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships and related transactions, and director independence is incorporated by reference to the information set forth in the definitive Proxy Statement relating to our ~~2025~~2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, ~~2024~~2025, which is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

Information regarding principal accountant fees and services is set forth in the definitive Proxy Statement relating to our ~~2025~~2026 Annual Meeting of Stockholders, which is incorporated herein by reference.

7169

PART IV

Item 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this report:

(1) Our Consolidated Financial Statements are included in Part II, Item 8:

			Page
Report of KPMG LLP—Independent Registered Public Accounting Firm			4039
Consolidated Balance Sheets			4241
Consolidated Statements of Operations			4342
Consolidated Statements of Comprehensive Income			4443
Consolidated Statement of Stockholders' Equity			45
Consolidated Statement of Stockholders' Equity (Deficit)			44
Consolidated Statements of Cash Flows			4645
Notes to Consolidated Financial Statements			4746

(2) Supplementary Consolidated Financial Statement Schedules:

All schedules are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements or notes thereto.

(3) Exhibits:

See attached Exhibit Index

7270


EXHIBIT INDEX
Exhibit Number		Description
3.1	—	Certificate of Incorporation of Travelzoo (Incorporated by reference to our Pre-Effective Amendment No. 6 to our Registration Statement on Form S-4 (File No. 333-55026), filed February 14, 2002).

3.2	—	Certificate of Amendment of Certificate Incorporation of Travelzoo (File No. 000-50171), filed May 10, 2017)

3.3	—	Certificate of Amendment of Certificate of Incorporation of Travelzoo (Incorporated by reference to our Schedule 14A (File No. 000-50171), filed April 1, 2019)

3.4	—	Amended and Restated By-laws of Travelzoo (Incorporated by reference to Exhibit 3.4 on Form 8-K (File No. 000-50171), filed April 5, 2022).

4.1*	—	Description of the Company’s Common and Preferred Stock (Incorporated by reference to Exhibit 4.1 on Form 10-K (File No. 000-50171), filed March 31, 2021)

4.2		Registration Statement on Form S-8 (File No. 333-279727), filed May 24, 2024

10.1	—	Form of Director and Officer Indemnification Agreement (Incorporated by reference to Exhibit 10.1 on Form 10-Q (File No. 000-50171), filed November 9, 2007)

19.1	—	Travelzoo Insider Trading Policy, dated September 29, 2023

21.1‡	—	Subsidiaries of Travelzoo

23.1‡	—	Consent of KPMG LLP, Independent Registered Public Accounting Firm

24.1‡	—	Power of Attorney (included on signature page)

31.1‡	—	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2‡	—	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1†	—	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2†	—	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

7371

97†

—

Travelzoo Clawback Policy, dated October 10, 2022

101.INS‡

—

XBRL Instance Document

101.SCH‡

—

XBRL Taxonomy Extension Schema Document

101.CAL‡

—

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF‡

—

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB‡

—

XBRL Taxonomy Extension Label Linkbase Document

101.PRE‡

—

XBRL Taxonomy Extension Presentation Linkbase Document

* This exhibit is a management contract or a compensatory plan or arrangement.

‡ Filed herewith

† Furnished herewith

Item 16. Form 10-K Summary

None.

7472

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



TRAVELZOO

By:						/s/ JEFF HOFFMAN
						Jeff Hoffman
						Financial Controller, North America

Date: March 1911, ~~2025~~2026

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeff Hoffman as his or her attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Form 10-K, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signatures

Title(s)

Date

/s/ CHRISTINA SINDONI CIOCCA

Chair of the Board of Directors

March 1911, ~~2025~~2026

Christina Sindoni Ciocca

/s/ HOLGER BARTEL

Global Chief Executive Officer

March 1911, ~~2025~~2026

Holger Bartel

/s/ JEFF HOFFMAN

Financial Controller, North America

March 1911, ~~2025~~2026

Jeff Hoffman

/s/ VOLODYMYR CHEREVKO

Director

March 1911, ~~2025~~2026

Volodymyr Cherevko

/s/ MICHAEL KARG

Director

March 1911, ~~2025~~2026

Michael Karg

/s/ CARRIE LIQUN LIU

Director

March 1911, ~~2025~~2026

Carrie Liqun Liu

/s/ SHARRY SUN

Director

March 11, 2026

Sharry Sun

7573

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