What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-10 · 103 added, 277 removed, 378 unchanged (50% of the section changed)

2 unchanged sentences

(In thousands, except par value)

September 30,

2026 December 31,

1 unchanged sentence

Cash and cash equivalents $ 10,571 $ 10,007

Accounts receivable, less allowance for doubtful accounts of $ 1,635 and $ 1,612 as of September 30, 2025 and December 31, 2024, respectively

Accounts receivable, less allowance for doubtful accounts of $ 783 and $ 1,222 as of March 31, 2026 and December 31, 2025, respectively

13,537 10,723

Prepaid income taxes 1,512 1,364

Income taxes receivable 887 —

Prepaid expenses and other 2,799 1,302

19 unchanged sentences

Long-term operating lease liabilities 4,507 4,184

Other long-term liabilities — 376

Total liabilities 54,022 47,614

2 unchanged sentences

Common stock, $ 0.01 par value ( 20,000 shares authorized;

10,932 shares issued and outstanding as of September 30, 2025, 11,836 shares issued and outstanding as of December 31, 2024)

10,432 shares issued and outstanding as of March 31, 2026, 10,932 shares issued and outstanding as of December 31, 2025)

Additional paid-in capital — —

5 unchanged sentences

Total stockholders’ equity (deficit) ( 3,155 ) ( 2,422 )

Total liabilities and stockholders’ equity (deficit) $ 46,164 $ 54,722

Total liabilities and stockholders’ equity $ 50,867 $ 45,192

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

(In thousands, except per share amounts)

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

Revenues $ 24,273 $ 23,140

20 unchanged sentences

(In thousands)

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

Net income $ 2,498 $ 3,260

5 unchanged sentences

(In thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

5 unchanged sentences

Net foreign currency effect 77 ( 106 )

Provision of loss (net recoveries) on accounts receivable and refund reserve 30 121

Provision for accounts receivable and refund reserve 11 206

Changes in operating assets and liabilities:

14 unchanged sentences

Repurchase of common stock ( 3,267 ) ( 8,918 )

Exercise of stock options and taxes paid for net share settlement of equity awards ( 104 ) ( 592 )

Net cash used in financing activities ( 3,267 ) ( 8,918 )

4 unchanged sentences

Supplemental disclosure of cash flow information:

Cash paid (refund) for income taxes, net $ 3,612 $ 1,472

Cash paid for income taxes, net $ 290 $ 1,541

Right-of-use assets obtained in exchange for lease obligations—operating leases $ 1,213 $ 321

6 unchanged sentences

Common Stock Treasury Stock Additional

Capital Tax Indemnification Note Receivable from Shareholder Retained

Capital Tax Indemnification Retained

Earnings Accumulated

5 unchanged sentences

Shares Amount

Balances, June 30, 2025 11,081 111 — — ( 9,537 ) — 7,934 ( 5,576 ) ( 7,068 ) 4,987 ( 2,081 )

Balances, December 31, 2025 10,932 109 — — ( 9,537 ) 7,243 ( 5,331 ) ( 7,516 ) 5,094 ( 2,422 )

Stock-based compensation expense — — — 35 — — — 35 — 35

1 unchanged sentence

Retirement of treasury stock ( 500 ) ( 5 ) 3,300 ( 35 ) — ( 3,260 ) — — — —

Exercise of stock options and taxes paid for net share settlement — — — — — — — — — — —

Account receivable from shareholder — — — — — — — — — — —

Foreign currency translation adjustment — — — — — — 34 34 — 34

Net income — — — — — 2,478 — 2,478 20 2,498

Balances, September 30, 2025 10,932 $ 109 $ — $ — $ ( 9,537 ) $ — $ 6,925 $ ( 5,596 ) $ ( 8,099 ) $ 5,016 $ ( 3,083 )

Balances, March 31, 2026 10,432 $ 104 $ — $ — $ ( 9,537 ) $ 6,461 $ ( 5,297 ) $ ( 8,269 ) $ 5,114 $ ( 3,155 )

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

Common Stock Treasury Stock Additional

Capital Tax Indemnification Note Receivable from Shareholder Retained

Earnings Accumulated

Comprehensive

Travelzoo Stockholders’

Equity Non-controlling interest Total

Stockholders’

Shares Amount

Balances, June 30, 2024 12,402 124 — — ( 9,537 ) ( 1,753 ) 17,083 ( 4,951 ) 966 4,679 5,645

Stock-based compensation expense — — — 456 — — — — 456 — 456

Repurchase of common stock — — ( 6,198 ) — — — — — ( 6,198 ) — ( 6,198 )

Retirement of treasury stock ( 553 ) ( 5 ) 6,198 ( 121 ) — — ( 6,072 ) — — — —

Exercise of stock options and taxes paid for net share settlement 31 — — ( 335 ) — — — — ( 335 ) — ( 335 )

Account receivable from shareholder — — — — — ( 176 ) — — ( 176 ) — ( 176 )

Foreign currency translation adjustment — — — — — — — ( 128 ) ( 128 ) — ( 128 )

Net income — — — — — — 3,184 — 3,184 72 3,256

Balances, September 30, 2024 11,880 $ 119 $ — $ — $ ( 9,537 ) $ ( 1,929 ) $ 14,195 $ ( 5,079 ) $ ( 2,231 ) $ 4,751 $ 2,520

See accompanying notes to unaudited condensed consolidated financial statements.

Common Stock Treasury Stock Additional

Capital Tax Indemnification Note Receivable from Shareholder Retained

Capital Tax Indemnification Retained

Earnings Accumulated

9 unchanged sentences

Retirement of treasury stock ( 591 ) ( 6 ) 9,007 ( 369 ) — ( 8,632 ) — — — —

Exercise of stock options and taxes paid for net share settlement 8 — — ( 104 ) — — — — ( 104 ) — ( 104 )

Foreign currency translation adjustment — — — — — — ( 120 ) ( 120 ) — ( 120 )

Net income — — — — — 3,167 — 3,167 93 3,260

Balances, September 30, 2025 10,932 $ 109 $ — $ — $ ( 9,537 ) $ — $ 6,925 $ ( 5,596 ) $ ( 8,099 ) $ 5,016 $ ( 3,083 )

Balances, March 31, 2025 11,245 $ 112 $ — $ — $ ( 9,537 ) $ 8,819 $ ( 5,447 ) $ ( 6,053 ) $ 4,908 $ ( 1,145 )

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

Common Stock Treasury Stock Additional

Capital Tax Indemnification Note Receivable from Shareholder Retained

Earnings Accumulated

Comprehensive

Travelzoo Stockholders’

Equity Non-controlling interest Total

Stockholders’

Shares Amount

Balances, December 31, 2023 13,575 136 — 439 ( 9,537 ) ( 1,753 ) 19,508 ( 4,607 ) 4,186 4,697 8,883

Stock-based compensation expense — — — 1,239 — — — — 1,239 — 1,239

Repurchase of common stock — — ( 16,764 ) — — — — — ( 16,764 ) — ( 16,764 )

Retirement of treasury stock ( 1,753 ) ( 17 ) 16,764 ( 1,087 ) — — ( 15,660 ) — — — —

Exercise of stock options and taxes paid for net share settlement 58 — — ( 591 ) — — — — ( 591 ) — ( 591 )

Account receivable from shareholder — — — — — ( 176 ) — — ( 176 ) — ( 176 )

Foreign currency translation adjustment — — — — — — — ( 472 ) ( 472 ) — ( 472 )

Net income — — — — — — 10,347 — 10,347 54 10,401

Balances, September 30, 2024 11,880 $ 119 $ — $ — $ ( 9,537 ) $ ( 1,929 ) $ 14,195 $ ( 5,079 ) $ ( 2,231 ) $ 4,751 $ 2,520

See accompanying notes to unaudited condensed consolidated financial statements.

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(a) The Company and Basis of Presentation

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

It operates Travelzoo ®, the club for travel enthusiasts, and Jack’s Flight Club ®, a subscription service that provides information about exceptional airfares.

Travelzoo reaches 30 million travelers in the United States, Canada, United Kingdom, Germany, France and Spain and through licensing arrangements in Australia, Japan, New Zealand, Singapore and South Korea.

Through our website, e-mails, iOS and Android apps, and on social media platforms, we provide our members Club Offers that represent outstanding travel, entertainment, and lifestyle experiences.

Offers are rigorously vetted and negotiated for travel enthusiasts by Travelzoo’s deal experts around the globe.

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

Our reported revenue consists of advertising and commerce revenues, derived from and generated in connection with purchases made by Travelzoo members, and membership fees.

We are developing Travelzoo META , a subscription service that is intended to provide Metaverse travel experiences, with discipline.

We (or the “Company”) are a global Internet media company.

We operate Travelzoo ®, the club for travel enthusiasts, Jack’s Flight Club ®, a subscription service that provides information about exceptional airfares, and Travelzoo META .

The Company generates revenue primarily from advertising and membership fees.

Ralph Bartel, who founded Travelzoo, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro Capital Inc.

Azzurro is the Company’s largest shareholder, and as of September 30, 2025, holds approximately 34.7 % of the Company's outstanding shares.

Financial Statements

Azzurro is the Company’s largest shareholder, and as of March 31, 2026, holds approximately 35.1 % of the Company's outstanding shares.

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with the rules and regulations of the U.S.

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These statements should be read in conjunction with the Company’s audited condensed consolidated financial statements and related notes as of and for the year ended December 31, 2025, included in the Company’s Form 10-K filed with the SEC on March 11, 2026.

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

The condensed consolidated financial statements include the accounts of Travelzoo and its wholly owned subsidiaries.

All intercompany accounts and transactions have been eliminated in consolidation.

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Actual results could differ materially from those estimates.

The results of operations for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any other future period, and the Company makes no representations related thereto.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other future period, and the Company makes no representations related thereto.

(b) Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("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 fiscal years beginning after December 15, 2024, and applies to our FY25 year-end

We are currently evaluating the impact of this standard and will include the required income tax disclosures in our Annual Report on Form 10-K for the year ended December 31, 2025.

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

11 unchanged sentences

Advertising and Commerce Revenues

Advertising revenues are generated from the publishing of travel and entertainment offers on the Travelzoo website, in emails, on social media platforms and through the Travelzoo Network .

The Company also generates transaction-based commerce revenues in the form of commissions from sales of vouchers (our Local Deals and Getaways offerings), operation of our hotel booking platform, and sales of pre-purchased vouchers or hotel inventory.

Advertising revenues include revenue generated from the publishing of travel and entertainment offers on the Travelzoo website, in emails, on social media platforms and through the Travelzoo Network , and transaction-based commerce revenues in the form of commissions from sales of vouchers (our Local Deals and Getaways offerings), operation of our hotel booking platform, vacation package sales 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.

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For these instances, the Company recognizes revenues each time an ad is displayed.

For transaction-based advertising revenues, including from products such as Local Deals and Getaways voucher sales, hotel platform bookings and vacation package sales, 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).

For transaction-based advertising revenues, including from products such as Local Deals and Getaways 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.

3 unchanged sentences

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 suppliers (e.g.

hotel or spa partners).

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 travel companies or entertainment companies.

In those scenarios, the Company is not acting as the agent, but rather as the principal.

1 unchanged sentence

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.

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.

The Company relies upon certain practical expedients and exemptions provided for in Topic 606.

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Travelzoo membership has historically been free, however, on January 1, 2024, we introduced an annual membership fee of $ 40 (or local equivalent) for new members in the United States, Canada, United Kingdom and Germany.

The 2024 annual fee was waived for existing members.

The 2024 annual fee was waived for existing members as of December 31, 2023.

On January 1, 2026, we increased the annual membership fee to $ 50 in the United States for new members.

For existing members, the new pricing is applied from the next renewal of their membership after February 1, 2026.

On April 1, 2026, we increased the annual membership fee to € 40 in Germany for new members.

For existing members, the new pricing is applied from the next renewal of their membership after May 1, 2026.

Other revenues include licensing fees and revenues generated from Metaverse Travel Experiences, LLC ( “ MTE ” ), including but not limited to sales from the existing retail business of MTE.

1 unchanged sentence

Deferred revenue primarily consists of deferred membership fees, customer prepayments and undelivered Company performance obligations related to contracts comprising multiple performance obligations.

As of December 31, 2024, $ 2 million was recorded as deferred revenue for Jack's Flight Club, of which $ 2 million was recognized in the nine months ended September 30, 2025, and $ 4.5 million was recorded as deferred revenue for Travelzoo North America and Travelzoo Europe, of which $ 3 million was recognized as revenue in the nine months ended September 30, 2025.

As of September 30, 2025 , deferred revenue was $ 9 million, of which $ 2.3 million was for Jack's Flight Club, and $ 6.7 million was for Travelzoo North America and Travelzoo Europe.

As of December 31, 2025, $ 2.2 million was recorded as deferred revenue for Jack's Flight Club, of which $ 1.1 million was recognized in the three months ended March 31, 2026, and $ 6.5 million was recorded as deferred revenue for Travelzoo North America and Travelzoo Europe, of which $ 3.1 million was recognized as revenue in the three months ended March 31, 2026.

As of March 31, 2026 , deferred revenue was $ 10.7 million, of which $ 2.4 million was for Jack's Flight Club, and $ 8.3 million was for Travelzoo North America and Travelzoo Europe.

Reserve for Refunds to Members

3 unchanged sentences

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.

As of September 30, 2025, the Company had approximately $ 2.9 million of unredeemed vouchers that had been sold, representing the Company’s commission earned.

The Company estimated and recorded a refund reserve of $ 173,000 for these unredeemed vouchers as of September 30, 2025, which is recorded as a reduction of revenues on the condensed consolidated statements of operations and accrued expenses and other on the condensed consolidated balance sheet.

As of March 31, 2026, the Company had approximately $ 3.4 million of unredeemed vouchers that had been sold, representing the Company’s commission earned.

The Company estimated and recorded a refund reserve of $ 283,000 for these unredeemed vouchers as of March 31, 2026, which is recorded as a reduction of revenues on the condensed consolidated statements of operations and accrued expenses and other on the condensed consolidated balance sheet.

As of December 31, 2025, the Company had approximately $ 2.9 million of unredeemed vouchers that had been sold representing the Company’s commission earned from the sale and estimated a refund reserve of $ 188,000 for these unredeemed vouchers as of December 31, 2025, as a reduction of revenues on the condensed consolidated statements of operations and accrued expenses and other on the condensed 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 $ 11.8 million as of September 30, 2025 is recorded on the condensed consolidated balance sheet, representing amounts payable to merchants by the Company for vouchers sold but not redeemed.

Merchant payables of $ 13.5 million as of March 31, 2026 is recorded on the condensed consolidated balance sheet, representing amounts payable to merchants by the Company for vouchers sold but not redeemed.

Identifiable intangible assets

2 unchanged sentences

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.

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 and no impairment charge was identified in connection with the annual impairment test .

The Company did no t identify any indicators of impairment during the nine months ended September 30, 2025.

Operating Leases

10 unchanged sentences

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

The Company’s business is also subject to risks associated with the travel industry generally, including the changing economic and political situation of countries around the world (e.g., decreases in discretionary spending due to recession or increased prices due to tariffs, changes in international trade policies and immigration and decreases in demand for travel generally and for certain destinations specifically).

The Company’s cash, cash equivalents and a ccounts receivable are potentially subject to concentration of credit risk.

The Company’s business is also subject to risks associated with the travel industry generally, including the changing economic and political situation of countries around the world (e.g., decreases in discretionary spending due to recession, increased fuel prices or increased prices due to tariffs, changes in international trade policies and immigration, flight cancellations due to macroeconomic factors resulting in uncertainty for consumers and decreases in demand for travel generally and for certain destinations specifically).

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.

1 unchanged sentence

and internationally.

As of September 30, 2025 and December 31, 2024, the Company did not have any customers that accounted for 10% or more of accounts receivable.

As of September 30, 2025, the Company had merchant payables of $ 11.8 million related to the sale of vouchers.

As of March 31, 2026 and December 31, 2025, the Company did not have any customers that accounted for 10% or more of accounts receivable.

As of March 31, 2026, the Company had merchant payables of $ 13.5 million related to the sale of vouchers.

In the Company’s financial statements presented in this 10-Q report, following GAAP accounting principles, we classified all merchant payables as current.

As such, the condensed consolidated balance sheet reflects negative net working capital (defined as current assets minus current liabilities) of $ 11.4 million at September 30, 2025.

As such, the condensed consolidated balance sheet reflects negative net working capital (defined as current assets minus current liabilities) of $ 10.8 million at March 31, 2026.

Payables to merchants are generally due upon redemption of vouchers by members who purchased them from the Company.

As of September 30, 2025, unredeemed vouchers have maturities through March 2026;

As of March 31, 2026, unredeemed vouchers have maturities through March 2027;

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 September 30, 2025 will be sufficient to provide for working capital needs for at least the next twelve months.

Cash, Cash Equivalents and Restricted Cash

Cash equivalents consist of highly liquid investments with maturities of three months or less on 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.

Cash and cash equivalents consist of highly liquid investments with maturities of three months or less on 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.

Management expects that cash on hand as of March 31, 2026 will be sufficient to provide for working capital needs for at least the next twelve months.

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

September 30, December 31,

March 31, December 31,

Cash and cash equivalents $ 10,571 $ 10,007

1 unchanged sentence

Total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows $ 11,325 $ 10,763

The Company’s restricted cash was included in noncurrent assets as of September 30, 2025 and December 31, 2024.

The Company’s restricted cash was included in noncurrent assets as of March 31, 2026 and December 31, 2025.

Net Income Per Share

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

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

Net income attributable to Travelzoo $ 2,478 $ 3,167

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Net income per share—diluted $ 0.23 $ 0.26

For the three months ended September 30, 2024, options to purchas e 612,500 shares of common stock were not included in the computation of diluted net income per share because the effect would have been anti-dilutive.

No options were excluded for the three months ended September 30, 2025.

For the three months ended March 31, 2026, options to purchas e 1.2 million shares of common stock were not included in the computation of diluted net income per share because the effect would have been anti-dilutive.

Goodwill and Intangible Assets

Intangible Assets

The following table represents the carrying value and estimated useful lives of intangible assets from acquisitions (in thousands):

Carrying Value Estimated Life (Years)

Customer relationships (Jack’s Flight Club) $ 3,500 5.0

Trade name (Jack’s Flight Club) 2,460 indefinite

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 Company’s goodwill and intangible assets, 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.

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The Company performed an annual impairment test as of October 31, 2025 and did not identify any indicators of impairment for the year ended December 31, 2025 .

As of date, no indicators of impairment have been identified for the period ended September 30, 2025.

As of March 31, 2026, no indicators of impairment have been identified.

Amortization of Acquired Intangible Assets

The following table represents the activities of intangible assets for the three months ended September 30, 2025 and 2024 (in thousands):

Jack’s Flight Club Secret Escape Spain Secret Escape U.S.

The following table represents the activities of intangible assets for the three months ended March 31, 2026 and 2025 (in thousands):

Jack’s Flight Club

Intangible assets—December 31, 2024 1,460

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Intangible assets—March 31, 2026 $ 1,450

Amortization of intangible assets with definite lives ( 2 ) ( 14 ) —

Intangible assets—June 30, 2025 $ 1,455 $ — $ —

Amortization of intangible assets with definite lives ( 3 ) — —

Intangible assets—September 30, 2025 $ 1,452 $ — $ —

Amortization expense for acquired intangibles was $ 2,000 and $ 95,000 for the three months ended September 30, 2025 and 2024, respectively.

Amortization expense for acquired intangibles was $ 46,000 and $ 500,000 for the nine months ended September 30, 2025 and 2024, respectively.

Expected future amortization expense of acquired intangible assets as of September 30, 2025 is as follows (in thousands):

Years ending December 31,

Amortization expense for acquired intangibles was $ 0 and $ 27,000 for the three months ended March 31, 2026 and 2025, respectively.

There is no future amortization expense of acquired intangible assets for the three months ended March 31, 2026.

The Company performed its annual impairment testing of the Jack's Flight Club trade name as of October 31, 2025 using a relief from royalty method.

No impairment was identified in 2025.

As of September 30, 2025, the carrying value of the trade name was $ 1.5 million.

The Company did not identify any indicators of impairment during the nine months ended September 30, 2025.

As of March 31, 2026, the carrying value of the trade name was $ 1.5 million.

The Company did not identify any indicators of impairment during the three months ended March 31, 2026.

Commitments and Contingencies

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The Company accrues for legal contingencies if the Company 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 September 30, 2025 and December 31, 2024.

Accruals for legal contingencies were not material as of March 31, 2026 and December 31, 2025.

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, 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 five years .

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The LOCs are collateralized with cash which is included in the line item “Restricted cash” in the Condensed Consolidated Balance Sheets.

Rent expense was $ 746,000 and $ 675,000 for the three months ended September 30, 2025 and 2024, respectively.

Rent expense was $ 772,000 and $ 687,000 for the three months ended March 31, 2026 and 2025, respectively.

Se e Note 10– Leases for more information.

The Company has purchase commitments aggregating approximately $ 0.9 million as of September 30, 2025, which represent the minimum obligations the Company has under agreements with certain third-party service providers.

The Company has purchase commitments aggregating approximately $ 581,000 as of March 31, 2026, 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.

1 unchanged sentence

In determining the quarterly provisions for income taxes, the Company uses an estimated annual effective tax rate, which is generally based on our expected annual income and statutory tax rates in the U.S., Canada, and the UK.

For the three months ended September 30, 2025 and 2024 , the Company’s reported effective income tax rate was 58 % and 26 %, respectively.

For the three months ended March 31, 2026 and 2025, the Company’s reported effective income tax rate was 27 % and 26 %, respectively.

This increase of the Company’s reported effective income tax rate is primarily due to a decrease in operating profit.

For the nine months ended September 30, 2025 and 2024 , the Company’s reported effective income tax rate was 30 % and 27 %, respectively .

As of September 30, 2025, the Company is permanently reinvested in certain of its non-U.S.

As of March 31, 2026, the Company is permanently reinvested in certain of its 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 $ 941,000 .

subsidiaries, which the Company intends to reinvest the related earnings indefinitely in its operations outside the U.S., is approximately $ 1 million.

The Company maintains a reserve for potential liabilities for uncertain tax positions.

As of September 30, 2025, the Company had approximately $ 23.9 million in total unrecognized tax benefits, of which up to $ 16.6 million would favorably affect the Company’s reported income if realized and recognized.

As of March 31, 2026, the Company had approximately $ 23.9 million in total unrecognized tax benefits, of which up to $ 16.6 million would favorably affect the Company’s reported income if realized and recognized.

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 September 30, 2025 and December 31, 2024, the Company had approximately $ 1.4 million and $ 1.1 million in accrued interest, respectively.

As of March 31, 2026 and December 31, 2025, the Company had approximately $ 1.7 million and $ 1.6 million in accrued interest, respectively.

The Company files income tax returns in the U.S.

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We have assessed the legislation and its effect on our consolidated financial statements.

The enactment of the OBBBA Act did not have a material impact during the three-month period ended September 30, 2025.

The enactment of the OBBBA Act did not have a material impact during the three-month period ended March 31, 2026.

We will continue to monitor any future guidance or legislative developments related to the OBBBA Act to assess its potential implications on our tax position.

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

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

Beginning balance $ ( 5,331 ) $ ( 5,327 )

1 unchanged sentence

Ending balance $ ( 5,297 ) $ ( 5,447 )

There were no amounts reclassified from accumulated other comprehensive loss for the three and nine months ended September 30, 2025 and 2024.

There were no amounts reclassified from accumulated other comprehensive loss for the three months ended March 31, 2026 and 2025.

Accumulated other comprehensive loss consists of foreign currency translation gain or loss.

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On January 1, 2021, pursuant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 50,000 shares of common stock to one employee, with an exercise price of $ 9.44 , with annual vesting starting January 1, 2022 and ending on January 1, 2025.

The options expire in January 2026.

The options originally expire in January 2026.

In January 2026, the Company approved the extension of the exercise period of the options for two years .

The options now expire on January 1, 2028.

In 2024, 37,500 options were exercised and 3,358 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 the Company’s Board of Directors.

As of September 30, 2025, 12,500 options were vested and outstanding.

Total stock-based compensation related to this option grant of $ 0 and $ 36,000 was recorded in general and administrative expenses for the three months ended September 30, 2025 and 2024, respectively.

As of March 31, 2026, 12,500 options were vested and outstanding.

Stock-based compensation related to this grant was fully expensed in 2024.

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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 respect to the option exercise price which was approved by the Company’s Board of Directors.

As of September 30, 2025, 400,000 options were vested and outstanding.

As of March 31, 2026, 400,000 options were vested and outstanding.

Stock-based compensation related to this grant was fully expensed in 2023.

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The options expire in June 2027.

Total stock-based compensation related to this option grant of $ 89,000 and was recorded in sales and marketing expenses for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, 41,667 options were vested and outstanding.

As of September 30, 2025, there was approximately $ 0 of unrecognized stock-based compensation expense relating to these options.

On March 8, 2023, the Company granted its General Counsel and Head of Global Functions, Christina Sindoni Ciocca, options to purchase 200,000 shares of common stock of the Company, with an exercise price of $ 4.96 and vesting 12.5 % every six months over four years beginning on June 30, 2023 and ending on December 31, 2026.

Total stock-based compensation related to this option grant of $ 0 and $ 30,000 was recorded in sales and marketing expenses for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, 41,667 options were vested and outstanding.

Stock-based compensation related to this grant was fully expensed in 2025.

On March 8, 2023, the Company granted its Chief Membership Officer and General Counsel, Christina Sindoni Ciocca, options to purchase 200,000 shares of common stock of the Company, with an exercise price of $ 4.96 and vesting 12.5 % every six months over four years beginning on June 30, 2023 and ending on December 31, 2026.

This grant was approved at the Annual Meeting of Stockholders held in June 2023.

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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 approved by the Company’s Board of Directors.

As of September 30, 2025, 100,000 options were outstanding and 25,000 of these options were vested.

Total stock-based compensation related to this option grant of $ 35,000 was recorded in general and administrative expenses for each the three months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, there was approximately $ 174,000 of unrecognized stock-based compensation expense relating to these options.

As of March 31, 2026, 100,000 options were outstanding and 50,000 of these options were vested.

Total stock-based compensation related to this option grant of $ 35,000 was recorded in general and administrative expenses for each of the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there was approximately $ 104,000 of unrecognized stock-based compensation expense relating to these options.

This amount is expected to be recognized over 0.8 years.

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This grant was approved at the 2024 Annual Meeting of Stockholders.

As of September 30, 2025, 600,000 options were outstanding and 450,000 of these options were vested.

Total stock-based compensation related to this option grant of $ 305,000 was recorded in general and administrative expenses for the three months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, there was approximately $ 305,000 of unrecognized stock-based compensation expense relating to these options.

This amount is expected to be recognized over 0.3 years.

As of March 31, 2026, 600,000 options were outstanding and vested.

Total stock-based compensation related to this option grant of $ 0 and $ 305,000 was recorded in general and administrative expenses for the three months ended March 31, 2026 and 2025, respectively.

Stock-based compensation related to this grant was fully expensed in 2025.

Stock Repurchase Program

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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 Company repurchased 600,000 shares of common stock for an aggregate purchase price of $ 5.0 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.

As of December 31, 2023, there were 400,000 shares remaining to be repurchased under this program.

During the three months ended March 31, 2024, the Company repurchased 400,000 shares of common stock for an aggregate purchase price of $ 3.9 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.

On April 29, 2024, the Company announced that its Board of Directors had authorized the repurchase of up to 1,000,000 shares of the Company’s outstanding common stock.

The Company repurchased 600,000 shares and 352,679 shares of common stock for an aggregate purchase price of $ 5.0 million and $ 3.8 million, respectively, for the second and third quarter of 2024, 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.

On June 15, 2024, the Company entered into a Stock Repurchase Agreement with Mr.

Holger Bartel to privately repurchase an aggregate of 200,000 shares of the Company’s common stock for an aggregate purchase price of $ 1.5 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 transaction was approved by the Compensation Committee of the Board of Directors.

Related Party Transactions for further information.

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.

For the year ended December 31, 2024, the Company repurchased 88,471 shares of common stock for an aggregate purchase price of $ 1.5 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.

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This completed the share repurchase program authorized on October 23, 2024.

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.

During the three months ended March 31, 2026, the Company repurchased 500,000 shares of common stock for an aggregate purchase price of $ 3.3 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.

As of March 31, 2026, there were 500,000 shares remaining to be repurchased under this program.

Segment Reporting and Significant Customer Information

The Company determines its reportable segments based upon the chief operating decision maker’s management 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.

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.

New Initiatives consists of Travelzoo’s licensing activities in certain Asia Pacific territories, Travelzoo META and MTE.

Our chief operating decision maker ("CODM") is our Global Chief Executive Officer.

The CODM primarily uses 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 the CODM to manage our business across all operating segments.

For the three months ended September 30, 2025, Travelzoo North America operations comprised 64 % of revenues, Travelzoo Europe operations comprised 30 % of revenues and Jack's Flight Club comprised 6 % of revenues.

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

Three Months Ended September 30, 2025 Travelzoo North

Three Months Ended March 31, 2026 Travelzoo North

America Travelzoo Europe Jack’s Flight Club New Initiatives Consolidated

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Travelzoo North America and Travelzoo Europe general and administrative expenses include stock based compensation of $ 35,000 and $ 0 , respectively.

Three Months Ended September 30, 2024 Travelzoo North

Three Months Ended March 31, 2025 Travelzoo North

America Travelzoo Europe Jack’s Flight Club New Initiatives Consolidated

10 unchanged sentences

Travelzoo North America and Travelzoo Europe general and administrative expenses include stock based compensation of $ 339,000 and $ 0 , respectively.

Nine Months Ended September 30, 2025 Travelzoo North

America Travelzoo Europe Jack’s Flight Club New Initiatives Consolidated

Revenues from unaffiliated customers $ 44,296 $ 20,745 $ 4,140 $ 64 $ 69,245

Intersegment revenues 1,196 ( 1,084 ) ( 112 ) — —

Total net revenues 45,492 19,661 4,028 64 69,245

Sales and marketing (1) 19,400 13,101 1,877 — 34,378

Other costs and expenses (2) 18,551 7,856 1,963 145 28,515

Operating profit (loss) $ 7,541 $ ( 1,296 ) $ 188 $ ( 81 ) $ 6,352

Other income, net 727

Income from continuing operations before income taxes 7,079

(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 million and $ 0 , respectively.

Nine Months Ended September 30, 2024 Travelzoo North

America Travelzoo Europe Jack’s Flight Club New Initiatives Consolidated

Revenues from unaffiliated customers $ 41,134 $ 18,605 $ 3,397 88 $ 63,224

Intersegment revenues 50 26 ( 76 ) — —

Total net revenues 41,184 18,631 3,321 88 63,224

Sales and marketing (1) $ 15,107 $ 9,429 $ 1,393 $ 280 26,209

Other costs and expenses (2) $ 14,772 $ 6,280 $ 2,034 $ 282 23,368

Operating profit (loss) $ 11,305 $ 2,922 $ ( 106 ) $ ( 474 ) $ 13,647

Other income, net 674

Income from continuing operations before income taxes 14,321

(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 million and $ 0 , respectively.

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

For the three months ended September 30, 2025 and 2024, the Company did not have any customers that accounted for 10% or more of revenue.

A measure of segment assets is not currently provided to the chief operating decision maker (“CODM”) and has therefore not been provided.

For the three months ended March 31, 2026 and 2025, the Company did not have any customers that accounted for 10% or more of revenue.

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 and Jack's Flight Club members.

Other includes licensing fees from license agreements and the existing retail business acquired by the Company in the MTE transaction.

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

Advertising and Commerce $ 19,688 $ 20,680

Membership Fees 4,568 2,443

Other 27 33 63 87

Total revenues $ 24,273 $ 23,140

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

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

United States $ 13,282 $ 11,666 $ 42,712 $ 37,242

United Kingdom 4,888 5,199 14,639 15,569

Rest of the world 4,028 3,233 11,894 10,413

Total revenues $ 22,198 $ 20,098 $ 69,245 $ 63,224

The Company has operating leases for real estate and certain equipment.

The Company leases office space in Canada, Germany, Spain, the U.K.

under operating leases.

Our leases have remaining lease terms ranging from less than one year to up to five years .

Certain leases include one or more options to renew.

All of our leases qualify as operating leases.

The following table summarizes the components of lease expense for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

The following table summarizes the components of lease expense for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended

Operating lease cost $ 504 $ 552

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Total lease cost $ 983 $ 806

Cash payments against the operating lease liabilities totaled $ 2.7 million and $ 2.5 million for the nine months ended September 30, 2025 and 2024.

ROU assets obtained in exchange for lease obligations was $ 321,000 and $ 1.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Cash payments against the operating lease liabilities totaled $ 845,000 and $ 861,000 for the three months ended March 31, 2026 and 2025.

ROU assets obtained in exchange for lease obligations was $ 1.2 million and $ 321,000 for the three months ended March 31, 2026 and 2025, respectively.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Operating lease right-of-use assets $ 4,793 $ 4,047

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Years ending December 31,

2025 (excluding the nine months ended September 30, 2025) $ 918

Thereafter 225

Total lease payments 7,845

1 unchanged sentence

Present value of operating lease liabilities $ 6,623

Non-Controlling Interest

The Company’s condensed consolidated financial statements include Jack’s Flight Club where the Company has operating control but owns 60 % of the equity interest.

The non-controlling interest for the three and nine months ended September 30, 2025 and 2024 was as follows (in thousands):

Non-controlling interest—December 31, 2023 4,697

Net income attributable to non-controlling interest ( 11 )

Non-controlling interest—March 31, 2024 4,686

Net income attributable to non-controlling interest ( 7 )

Non-controlling interest—June 30, 2024 4,679

Net income attributable to non-controlling interest 72

Non-controlling interest—September 30, 2024 4,751

Net income attributable to non-controlling interest 64

Non-controlling interest—December 31, 2024 4,815

Net income attributable to non-controlling interest 93

Non-controlling interest—March 31, 2025 4,908

Net income attributable to non-controlling interest 79

Non-controlling interest—June 30, 2025 4,987

Net income attributable to non-controlling interest 29

Non-controlling interest—September 30, 2025 $ 5,016

Related Party Transactions

Stock Purchase Agreement between Travelzoo and Azzurro

In connection with the development of Travelzoo META, on December 28, 2022, the Company acquired MTE, a wholly owned subsidiary of Azzurro Capital Inc., and also completed a private placement of newly issued shares.

As of September 30, 2025, Azzurro Capital Inc.

and Ralph Bartel owned approximately 34.7 % of the Company’s outstanding shares.

Acquisitions in the condensed consolidated financial statements for further information.

Stock Repurchase Agreement

Travelzoo, from time to time, engages in share repurchases, and on June 15, 2024, the Company entered into a Stock Repurchase Agreement (the “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.

Travelzoo's compensation committee 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 three months ended June 30, 2024, following the execution of the SRA.

Consulting Agreement with Ralph Bartel

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Pursuant to the Consulting Agreement, Mr.

Bartel provides strategic advisory for Travelzoo META, advisory on talent search, strategic advisory to IT and brand strategy and public relations support.

For the three months ended September 30, 2025, the fees payable to Mr.

Bartel, including the reimbursement of travel expenses, pursuant to the Consulting Agreement totaled $ 72,000 , included within General and administrative expenses.

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.

For the three months ended March 31, 2026, the fees payable to Mr.

Bartel, including the reimbursement of travel expenses, pursuant to the Consulting Agreement totaled $ 85,000 .

Service Agreement with Talenti Milanesi S.r.l.

On February 28, 2019, with the unanimous approval of the Audit Committee, the Company entered into a service agreement with Talenti Milanesi S.r.l.

(“TM”), a company controlled by Azzurro.

Azzurro is the Company’s largest shareholder.

Pursuant to the Framework Agreement, TM provides advertising sales services for Italy and office space in Milan.

For the three months ended March 31, 2026, the aggregate fee payable to TM pursuant to the service agreement was $ 25,000 .

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-Q

Item 1. Financial Statements