What changed in this filing

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Item 1. Business

2026-03-11 compared with 2025-03-19 · 64 added, 72 removed, 125 unchanged (52% of the section changed)

Travelzoo® (including its subsidiaries and affiliates, the “Company” or “we”), the club for travel enthusiasts, is a global Internet media company.

Travelzoo (including its subsidiaries and 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 reviewed by our deal experts around the globe.

We work in partnership with thousands of top travel suppliers—our long-standing relationships give us access to irresistible offers.

Club Members, who pay a membership fee, receive Club Offers negotiated and rigorously vetted by our deal experts around the globe.

Our relationships with thousands of top travel suppliers—give us access to irresistible 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 visit ed by over 6 million unique visitors monthly.

We have over 4.7 million social media followers on Facebook, Instagram, X and WeChat and, to date, our iOS and An droid mobile applications have been downloaded 8.1 million times.

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Jack's Flight Club is a subscription service that provides members with information about exceptional airfares.

Thousands of travel and local providers use o ur 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, 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 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.

Thousands of travel and local providers use our advertising and marketing services.

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) 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.

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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, Jack's Flight Club, and Travelzoo META members.

Membership fee revenue consists of subscription fees paid by Travelzoo and Jack's Flight Club.

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.

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Azzurro is the Company’s largest shareholder and, as of December 31, 2025, holds approximately 33.5% of the Company's outstanding shares.

Holger Bartel, the Company's Global CEO, is Ralph Bartel's brother and separately holds less than 1% of the Company's outstanding shares as of December 31, 2024 .

Holger Bartel, the Company's Global CEO, is Ralph Bartel's brother and did not hold any of the Company's outstanding shares as of December 31, 2025 .

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

According to the World Travel & Tourism Council (WTTC), the global Travel & Tourism industry grew 13% in 2023 to reach more than $1 trillion, with a return to pre-pandemic levels anticipated by 2025.

According to the World Travel & Tourism Council (WTTC), the global Travel & Tourism industry experienced significant growth in 2025, reaching historic record-breaking levels.

The global sector's total economic contribution grew about 7% year-over-year in 2025, reaching $11.7 trillion (approximately 10% of global GDP).

This figure includes direct, indirect and induced contributions to global GDP and reflects 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.

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.

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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 is expected to account for 59%, or approximately $550 billion, of global advertising spending in 2024, with continued growth in 2025.

According to Zenith, online advertising continues to lead as the fastest growing category of advertising.

Digital channels were forecast to account for 59% of total global ad spend in 2025, reflecting annual growth of about 6.8%.

Zenith projected that, going forward, digital advertising 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.

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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.

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.

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The marketing must be cost-effective because excess inventory is often sold at highly discounted prices, which lowers margins.

In contrast, we believe that traditional media formats (print, TV and radio advertising) suffer from a number of limitations with respect to advertising excess inventory, which do not apply to digital advertising and media:

• Advance commitments and scheduling are typically required prior to publication or airing dates, making it difficult to advertise last-minute inventory;

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

• A small number of traditional media outlets can reduce competition in many markets, resulting in relatively high rates for traditional advertising;

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

• Creative content can be expensive to develop;

• 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

In recent years, digital advertising has shifted towards social media.

Social media ad spend continues to grow strongly, reaching approximately $247 billion in 2024, according to WARC Media.

This represented a significant year-on-year increase of 14.3%.

Key drivers of the spend in 2024 were Meta, which accounted for roughly 63% of 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.

While we have always had a strong presence on social media and offered advertising opportunities to our partners via various channels, we believe it is important to note the shift towards social media and the importance to provide a multi-channel 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.

Subscription Services

Historically, Travelzoo has provided free membership for consumers, while generating revenue from advertising fees and commissions.

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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 2025, we began to increase the number of Club Members significantly and see positive adoption rates for the 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.

In 2023 we launched Travelzoo META to extend the range of travel, entertainment and local experiences we offer to consumers to the Metaverse.

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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.

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.

Our Products and Services

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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

24/7 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

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Travelzoo mobile applications iOS and Android applications that allow users to discover the best travel, entertainment and local offers On-demand 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 24/7 417,000 visitors per month N/A 24/7 access to alerts, travel advice and guides.

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 members 24/7 470,000 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 208,083 sessions per month N/A Timely alerts and push notifications of new alerts, 24/7 access to alerts, ability to change user settings and select departure airport

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 members 1–12 per week depending on membership level and region 147,905 sessions per month N/A Changed to benefit of premium (paying) members only in Q4 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.

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* For Travelzoo website, Top 20, Standalone e mails ( 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, 2025.

For Jack’s Flight Club , reach/usage information is based on data from Google Analytics and internal Jack’s Flight Club statistics as of December 31, 2024.

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, 2025.

With reach of 30 million travelers worldwide, we attract a high-quality audience of travel enthusiasts.

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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 m embership 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.

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:

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Our dedicated service team enriches our value proposition for members and reinforces a positive brand association for Travelzoo and our advertiser clients.

Club membership has also allowed us to add additional benefits for our members, which empowers them to live the lifestyle of a travel enthusiast.

These benefits include, but are not limited to:

• Club 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.

• Member Days:

4x per year, Travelzoo provides access to Club Members only to 48-hour sale 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.

• Travel Enthusiast Hotline TM :

Travelzoo now provides specialized travel assistance services (covering medical, personal and logistical needs) in partnership with Allianz Partners.

These services provide support for Club Members whenever and wherever they are traveling.

Jack’s Flight Club’s flight alert newsletters provide members with the best airfares for their chosen departure airports, as sourced by our expert team of flight finders, utilizing technology to search thousands of data points each day and meeting our rigorous quality standards.

To maintain their independence, flight alert newsletters are not sponsored by third parties and Jack’s Flight Club does not receive any commissions or payments for content published within the newsletters.

Growth Strategy

Our growth strategy is predicated on building our trusted travel, entertainment and local brands;

increasing the value of our membership base and their engagement with our content;

enticing advertisers to provide more exclusive and compelling offers for us to publish, and innovating with new experiences and revenue streams.

• Building Our Trusted Brands.

We believe that trust is an essential cornerstone to our brand and has been central to 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 service.

As travel and entertainment can be complex and highly-considered purchases, we believe that satisfaction is essential to every interaction or transaction our members have with us, and that our brand and reputation support our future growth.

• Increasing the Value and Engagement of Our Membership Base.

While media brands often purport relevance and sell advertising placements based on audience size, we believe that advertisers increasingly value the quality of the audiences accessed, as measured by their responsiveness and ultimate purchase behaviors with advertisers’ offers.

We continue to strategically evolve our member acquisition strategies in terms of membership features and marketing campaigns, to increase the value of our membership base for our advertiser clients.

• 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.

To maintain their independence, flight alerts are not sponsored by third parties and Jack’s Flight Club does not receive any commissions or payments for content published within the flight alerts.

As of December 31, 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 refer ence, 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.

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 refer ence, 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.

Sales and Marketing

As of December 31, 2024, our advertising sales force and sales support staff consisted of 75 employees worldwide.

As of December 31, 2025, our advertising sales force and sales support staff consisted o f 65 emplo yees 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.

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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, intellectual property ownership and infringement, sweepstakes and promotions and taxation, among others.

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.

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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.

As of December 31, 2024, we had 227 employees.

As of December 31, 2025, we had 249 emp loyees.

Non e of our employees are represented under collective bargaining agreements.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business