TRAVELZOO 10-K

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 2022: Fourth Quarter $ 6.35 $ 4.11 Third Quarter $ 6.80 $ 4.43 Second Quarter $ 8.04 $ 5.71 First Quarter $ 10.33 $ 5.30 2021: Fourth Quarter $ 13.32 $ 9.10 Third Quarter $ 15.42 $ 10.64 Second Quarter $ 18.34 $ 14.04 First Quarter $ 17.88 $ 8.71 O n March 29, 2023, the last reported sales price of our common stock on the NASDAQ Global Select Market was $5.31 per share. As of March 29, 2023, there were approximately 177 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 Capital Inc. and the Company, dated as of December 30, 2022, the Company issued 3,410,000 shares of common stock (the “Shares”) 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 106,375 of our equity securities during the quarter ended December 31, 2022. 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, 2022 - October 31, 2022 699 $ 4.91 699 799,301 November 1, 2022 - November 30, 2022 30 $ 5.02 30 799,271 December 1, 2022 - December 31, 2022 105,646 $ 4.43 105,646 693,625 106,375 106,375 27 Performance Graph The following graph compares, for the dates specified, the cumulative total stockholder return for Travelzoo, the NASDAQ Stock Market (U.S. companies) Index (the “NASDAQ Market Index”), and the Standard & Poor's 500 Publishing Index (the “S&P 500 Publishing”). Measurement points are the last trading day of each of the Company's fiscal years ended December 31, 2018, December 31, 2019, December 31, 2020, December 31, 2021 and December 31, 2022. The graph assumes that $100 was invested on December 31, 2017 in the Common Stock of the Company, the NASDAQ Market Index and the S&P 500 Publishing and assumes reinvestment of any dividends. The stock price performance on the following graph is not indicative of future stock price performance. Measurement Point 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 Travelzoo $ 100 $ 152 $ 166 $ 146 $ 146 $ 69 NASDAQ Market Index $ 100 $ 96 $ 130 $ 187 $ 227 $ 152 Russell 2000 Index $ 100 $ 88 $ 109 $ 129 $ 146 $ 115 Item 6. Reserved 28