What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 203 added, 89 removed, 392 unchanged (43% of the section changed)

5 unchanged sentences

Cash and cash equivalents $ 6,838 $ 10,007

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

Accounts receivable, less allowance for doubtful accounts of $ 787 and $ 1,222 as of June 30, 2026 and December 31, 2025, respectively

14,543 10,723

25 unchanged sentences

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

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

10,232 shares issued and outstanding as of June 30, 2026, 10,932 shares issued and outstanding as of December 31, 2025)

Additional paid-in capital — —

9 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Revenues $ 23,208 $ 23,906 $ 47,481 $ 47,046

6 unchanged sentences

Total operating expenses 18,866 16,683 34,459 31,847

Operating income 3,445 3,804

Other income (loss), net ( 5 ) 629

Operating income (loss) ( 2,762 ) 2,060 682 5,864

Other income, net 274 161 270 790

Income before income taxes ( 2,488 ) 2,221 952 6,654

Income tax expense 942 1,173

Net income 2,498 3,260

Income tax expense (benefit) ( 382 ) 740 560 1,912

Net income (loss) ( 2,106 ) 1,481 392 4,742

Net income attributable to non-controlling interest 30 79 50 172

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

Net income per share —basic $ 0.23 $ 0.27

Net Income per share—diluted $ 0.23 $ 0.26

Net income (loss) attributable to Travelzoo $ ( 2,136 ) $ 1,402 $ 342 $ 4,570

Net income (loss) per share —basic $ ( 0.21 ) $ 0.13 $ 0.03 $ 0.39

Net Income (loss) per share—diluted $ ( 0.21 ) $ 0.12 $ 0.03 $ 0.38

Shares used in per share calculation—basic 10,319 11,139 10,577 11,617

3 unchanged sentences

(In thousands)

Three Months Ended

Net income $ 2,498 $ 3,260

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Net income (loss) $ ( 2,106 ) $ 1,481 $ 392 $ 4,742

Other comprehensive income (loss):

Foreign currency translation adjustment ( 113 ) ( 129 ) ( 79 ) ( 249 )

Total comprehensive income $ 2,532 $ 3,140

Total comprehensive income (loss) $ ( 2,219 ) $ 1,352 $ 313 $ 4,493

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

(In thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

22 unchanged sentences

Repurchase of common stock ( 5,206 ) ( 11,418 )

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

Net cash used in financing activities ( 5,206 ) ( 11,522 )

21 unchanged sentences

Shares Amount

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

Stock-based compensation expense — — 684 — — — 684 — 684

Repurchase of common stock (1) — — ( 1,906 ) — — — ( 1,906 ) — ( 1,906 )

Retirement of treasury stock ( 200 ) ( 2 ) 1,906 ( 684 ) — ( 1,220 ) — — — —

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

Foreign currency translation adjustment — — — — — ( 113 ) ( 113 ) — ( 113 )

Net income (loss) — — — — ( 2,136 ) — ( 2,136 ) 30 ( 2,106 )

Balances, June 30, 2026 10,232 $ 102 $ — $ — $ ( 9,537 ) $ 3,105 $ ( 5,410 ) $ ( 11,740 ) $ 5,144 $ ( 6,596 )

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

Common Stock Treasury Stock Additional

Capital Tax Indemnification Retained

Earnings Accumulated

Comprehensive

Travelzoo Stockholders’

Equity (Deficit) Non-controlling interest Total

Stockholders’

Equity (Deficit)

Shares Amount

Balances, March 31, 2025 11,245 112 — — ( 9,537 ) 8,820 ( 5,447 ) ( 6,052 ) 4,908 ( 1,144 )

Stock-based compensation expense — — 339 — — — 339 — 339

Repurchase of common stock (1) — — ( 2,524 ) — — — ( 2,524 ) — ( 2,524 )

Retirement of treasury stock ( 172 ) ( 1 ) 2,524 ( 235 ) — ( 2,288 ) — — — —

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

Foreign currency translation adjustment — — — — — ( 129 ) ( 129 ) — ( 129 )

Net income — — — — 1,402 — 1,402 79 1,481

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

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

See accompanying notes to unaudited condensed consolidated financial statements.

Common Stock Treasury Stock Additional

Capital Tax Indemnification Retained

Earnings Accumulated

Comprehensive

Travelzoo Stockholders’

Equity (Deficit) Non-controlling interest Total

Stockholders’

Equity (Deficit)

Shares Amount

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

2 unchanged sentences

Retirement of treasury stock ( 700 ) ( 7 ) 5,206 ( 719 ) — ( 4,480 ) — — — —

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

Foreign currency translation adjustment — — — — — — ( 79 ) ( 79 ) — ( 79 )

Net income — — — — — 342 — 342 50 392

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

Balances, June 30, 2026 10,232 $ 102 $ — $ — $ ( 9,537 ) $ 3,105 $ ( 5,410 ) $ ( 11,740 ) $ 5,144 $ ( 6,596 )

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

12 unchanged sentences

Retirement of treasury stock ( 763 ) ( 7 ) 11,531 ( 604 ) — ( 10,920 ) — — — —

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

Foreign currency translation adjustment — — — — — — ( 249 ) ( 249 ) — ( 249 )

Net income — — — — — 4,570 — 4,570 172 4,742

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

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

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

7 unchanged sentences

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 March 31, 2026, holds approximately 35.1 % of the Company's outstanding shares.

Azzurro is the Company’s largest shareholder, and as of June 30, 2026, holds approximately 35.8 % 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.

9 unchanged sentences

Actual results could differ materially from those estimates.

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.

The results of operations for the six months ended June 30, 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

12 unchanged sentences

Advertising and Commerce Revenues

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.

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 commerce revenues in the form of commissions from sales of vouchers as agent (our Local Deals and Getaways offerings), operation of our hotel booking platform, vacation package sales and sales of pre-purchased vouchers or hotel inventory in the form of credit amounts.

Specifically, for fixed-fee website advertising, the Company recognizes revenues ratably over the contracted placement period.

3 unchanged sentences

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, 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).

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 in the form of credit amounts , 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.

9 unchanged sentences

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.

The Company expenses sales commissions when incurred, as the amortization period would be one year or less, and these costs 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.

11 unchanged sentences

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, 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.

As of December 31, 2025, $ 2.2 million was recorded as deferred revenue for Jack's Flight Club , of which $ 1.7 million was recognized in the six months ended June 30, 2026, and $ 6.5 million was recorded as deferred revenue for Travelzoo North America and Travelzoo Europe, of which $ 4.9 million was recognized as revenue in the six months ended June 30, 2026.

As of June 30, 2026 , deferred revenue was $ 12.8 million, of which $ 2.1 million was for Jack's Flight Club , and $ 10.7 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 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.

As of June 30, 2026, the Company had approximately $ 2.7 million of unredeemed vouchers that had been sold, representing the Company’s commission earned.

The Company estimated and recorded a refund reserve of $ 118,000 for these unredeemed vouchers as of June 30, 2026, which is recorded as a reduction of revenues on the condensed consolidated statements of operations and within 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 within 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 $ 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.

Merchant payables of $ 10.7 million as of June 30, 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

19 unchanged sentences

and internationally.

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.

As of June 30, 2026 and December 31, 2025, the Company did not have any customers that accounted for 10% or more of accounts receivable.

As of June 30, 2026, the Company had merchant payables of $ 10.7 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 $ 10.8 million at March 31, 2026.

As such, the condensed consolidated balance sheet reflects negative net working capital (defined as current assets minus current liabilities) of $ 14.3 million at June 30, 2026.

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

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

As of June 30, 2026, unredeemed vouchers have maturities through June 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.

1 unchanged sentence

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.

Restricted cash includes cash and cash equivalents that are 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.

Management expects that cash on hand as of June 30, 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:

March 31, December 31,

June 30, December 31,

Cash and cash equivalents $ 6,838 $ 10,007

1 unchanged sentence

Total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows $ 7,592 $ 10,763

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

The Company’s restricted cash was included in noncurrent assets as of June 30, 2026 and December 31, 2025.

Net Income Per Share

3 unchanged sentences

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

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

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Net income (loss) attributable to Travelzoo $ ( 2,136 ) $ 1,402 $ 342 $ 4,570

Weighted average common shares—basic 10,319 11,139 10,577 11,617

2 unchanged sentences

Weighted average common shares—diluted 10,319 11,505 10,658 12,088

Net income per share —basic $ 0.23 $ 0.27

Net income per share—diluted $ 0.23 $ 0.26

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.

Net income (loss) per share —basic $ ( 0.21 ) $ 0.13 $ 0.03 $ 0.39

Net income (loss) per share—diluted $ ( 0.21 ) $ 0.12 $ 0.03 $ 0.38

For the three months ended June 30, 2026, options to purchas e 113,000 shares of common stock were not included in the computation of diluted net income per share because the effect would have been anti-dilutive.

Goodwill and Intangible Assets

6 unchanged sentences

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

As of June 30, 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 March 31, 2026 and 2025 (in thousands):

The following table represents the activities of intangible assets for the three months ended June 30, 2026 and 2025 (in thousands):

Jack’s Flight Club

Intangible assets—December 31, 2024 1,460

Amortization of intangible assets with definite lives ( 3 )

Intangible assets—March 31, 2025 1,457

7 unchanged sentences

Intangible assets—March 31, 2026 1,450

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.

Amortization of intangible assets with definite lives —

Intangible assets—June 30, 2026 1,450

Amortization expense for acquired intangibles was $ 0 and $ 16,000 for the three months ended June 30, 2026 and 2025, respectively.

Amortization expense for acquired intangibles was $ 0 and $ 43,000 for the six months ended June 30, 2026 and 2025, respectively.

There is no future amortization expense of acquired intangible assets for the three months ended June 30, 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 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.

As of June 30, 2026, the carrying value of the trade name was $ 1.5 million.

The Company did not identify any indicators of impairment during the six months ended June 30, 2026.

Commitments and Contingencies

1 unchanged sentence

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 March 31, 2026 and December 31, 2025.

Accruals for legal contingencies were not material as of June 30, 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.

3 unchanged sentences

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

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

Rent expense was $ 758,000 and $ 734,000 for the three months ended June 30, 2026 and 2025, respectively.

Se e Note 10– Leases for more information.

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.

The Company has purchase commitments aggregating approximately $ 433,000 as of June 30, 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.

Payments may be more than the minimum obligations based on actual use.

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 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.

As of March 31, 2026, the Company is permanently reinvested in certain of its non-U.S.

In determining the quarterly provisions for income taxes, the Company historically used 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.

We determined that since small changes in estimated pre-tax income or loss would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate of income taxes in the second quarter of 2026.

For the six months ended June 30, 2026, the Company calculated its interim tax provision using the discrete effective tax rate method.

Under this method, the year-to-date period is treated as the annual period, and income tax expense or benefit is determined accordingly.

The discrete method is used when small changes in estimated pre-tax book income could significantly affect the estimated annual effective tax rate, resulting in an unreliable estimate of income taxes.

For the three months ended June 30, 2026 and 2025, the Company reported effective income tax rates of 15 % and 33 %, respectively.

The decrease was primarily attributable to the operating loss generated in the current quarter and increase in interest expense related to uncertain tax positions.

For the six months ended June 30, 2026 and 2025, the Company reported effective income tax rates of 59 % and 29 %, respectively.

The increase was primarily due to a decrease in operating profit for the six months ended June 30, 2026 and increase in interest expense related to uncertain tax positions.

As of June 30, 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.

2 unchanged sentences

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

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.

As of June 30, 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 March 31, 2026 and December 31, 2025, the Company had approximately $ 1.7 million and $ 1.6 million in accrued interest, respectively.

As of June 30, 2026 and December 31, 2025, the Company had approximately $ 1.8 million and $ 1.6 million in accrued interest, respectively.

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

7 unchanged sentences

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 March 31, 2026.

The enactment of the OBBBA Act did not have a material impact during the six months ended June 30, 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.

1 unchanged sentence

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

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Beginning balance $ ( 5,297 ) $ ( 5,447 ) $ ( 5,331 ) $ ( 5,327 )

1 unchanged sentence

Ending balance $ ( 5,410 ) $ ( 5,576 ) $ ( 5,410 ) $ ( 5,576 )

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

There were no amounts reclassified from accumulated other comprehensive loss for the three months ended June 30, 2026 and 2025.

There were no amounts reclassified from accumulated other comprehensive loss for the six months ended June 30, 2026 and 2025.

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

3 unchanged sentences

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 originally expire in January 2026.

The options were originally due to expire in January 2026.

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

1 unchanged sentence

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

As of June 30, 2026, 12,500 options were vested and outstanding.

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

3 unchanged sentences

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

As of June 30, 2026, 400,000 options were vested and outstanding.

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

2 unchanged sentences

The options expire in June 2027.

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.

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

As of June 30, 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.

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.

2 unchanged sentences

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 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.

As of June 30, 2026, 100,000 options were outstanding and 75,000 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 June 30, 2026 and 2025, respectively.

As of June 30, 2026, there was approximately $ 70,000 of unrecognized stock-based compensation expense relating to these options.

This amount is expected to be recognized over 0.5 years.

2 unchanged sentences

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

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.

As of June 30, 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 June 30, 2026 and 2025, respectively.

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

On December 29, 2025 pursuant to an executed Option Agreement, the Company granted one employee options to purchase 50,000 shares of common stock of the Company, with an exercise price of $ 7.14 and annual vesting starting September 1, 2026 and ending on September 1, 2029.

The options originally expire in December 2030.

This grant was approved at the 2026 Annual Meeting of Stockholders.

As of June 30, 2026, 50,000 options were outstanding and unvested.

Total stock-based compensation related to this option grant was $ 18,000 was recorded in general and administrative expenses for the six months ended June 30, 2026, respectively.

As of June 30, 2026, there was approximately $ 164,000 of unrecognized stock-based compensation expense relating to these options.

This amount is expected to be recognized over 3.2 years.

On February 19, 2026, pursuant to an executed Option Agreement, the Company granted its Global Chief Executive Officer, Holger Bartel, options to purchase 600,000 shares of common stock of the Company, with an exercise price of $ 5.05 and vesting 25 % every six months over two years beginning on June 30, 2026 and ending on December 31, 2027.

The options expire in February 2031.

This grant was approved at the 2026 Annual Meeting of Stockholders.

As of June 30, 2026, 600,000 options were outstanding and 150,000 were vested.

Total stock-based compensation related to this option grant was $ 619,000 recorded in general and administrative expenses for the six months ended June 30, 2026.

As of June 30, 2026, there was approximately $ 1.9 million of unrecognized stock-based compensation expense relating to these options.

This amount is expected to be recognized over 1.5 years.

On March 4, 2026 pursuant to an executed Option Agreement, the Company granted one employee options to purchase 50,000 shares of common stock of the Company, with an exercise price of $ 6.28 and annual vesting starting March 4, 2027 and ending on March 4, 2030.

The options originally expire in March 2031.

This grant was approved at the 2026 Annual Meeting of Stockholders.

As of June 30, 2026, 50,000 options were outstanding and unvested.

Total stock-based compensation related to this option grant was $ 12,000 was recorded in general and administrative expenses for the six months ended June 30, 2026.

As of June 30, 2026, there was approximately $ 183,000 of unrecognized stock-based compensation expense relating to these options.

This amount is expected to be recognized over 3.7 years.

Stock Repurchase Program

5 unchanged sentences

As of March 31, 2025, there were 320,690 shares remaining to be repurchased under this program.

During the three months ended June 30, 2025, the Company repurchased 172,088 shares of common stock for an aggregate purchase price of $ 2.5 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.

During the three months ended June 30, 2025, the Company

repurchased 172,088 shares of common stock for an aggregate purchase price of $ 2.5 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.

As of June 30, 2025, there were 148,602 shares remaining to be repurchased under this program.

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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.

During the three months ended June 30, 2026, the Company repurchased 200,000 shares of common stock for an aggregate purchase price of $ 1.9 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.

During the six months ended June 30, 2026, the Company repurchased 700,000 shares of common stock for an aggregate purchase price of $ 5.2 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 June 30, 2026, there were 300,000 shares remaining to be repurchased under this program.

Segment Reporting and Significant Customer Information

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

Three Months Ended March 31, 2026 Travelzoo North

Three Months Ended June 30, 2026 Travelzoo North

America Travelzoo Europe Jack’s Flight Club New Initiatives Consolidated

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Other costs and expenses (2) 8,866 2,615 703 52 12,236

Operating loss $ ( 1,494 ) $ ( 1,199 ) $ ( 34 ) $ ( 35 ) $ ( 2,762 )

Other income, net 274

Income (loss) from continuing operations before income taxes ( 2,488 )

(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 $ 672,000 and $ 0 , respectively.

Three Months Ended June 30, 2025 Travelzoo North

America Travelzoo Europe Jack’s Flight Club New Initiatives Consolidated

Revenues from unaffiliated customers $ 15,737 $ 6,740 $ 1,410 $ 19 $ 23,906

Intersegment revenues 395 ( 355 ) ( 40 ) — —

Total net revenues 16,132 6,385 1,370 19 23,906

Sales and marketing (1) 6,453 4,427 603 — 11,483

Other costs and expenses (2) 6,861 2,841 611 50 10,363

Operating profit (loss) $ 2,818 $ ( 883 ) $ 156 $ ( 31 ) $ 2,060

1 unchanged sentence

Income from continuing operations before income taxes 2,221

(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 $ 339,000 and $ 0 , respectively.

Six Months Ended June 30, 2026 Travelzoo North

America Travelzoo Europe Jack’s Flight Club New Initiatives Consolidated

Revenues from unaffiliated customers $ 30,875 $ 13,961 $ 2,611 $ 34 $ 47,481

Intersegment revenues 473 ( 448 ) ( 25 ) — —

Total net revenues 31,348 13,513 2,586 34 47,481

Sales and marketing (1) 14,310 9,342 1,198 — 24,850

Other costs and expenses (2) 15,285 5,091 1,470 103 21,949

Operating profit (loss) $ 1,753 $ ( 920 ) $ ( 82 ) $ ( 69 ) $ 682

Other income, net 270

Income from continuing operations before income taxes 952

1 unchanged sentence

Travelzoo North America and Travelzoo Europe general and administrative expenses include stock based compensation of $ 706,000 and $ 0 , respectively.

Three Months Ended March 31, 2025 Travelzoo North

Six Months Ended June 30, 2025 Travelzoo North

America Travelzoo Europe Jack’s Flight Club New Initiatives Consolidated

11 unchanged sentences

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.

For the three months ended June 30, 2026 and 2025, the Company did not have any customers that accounted for 10% or more of revenue.

For the six months ended June 30, 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:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Advertising and Commerce $ 18,203 $ 20,874 $ 37,891 $ 41,554

Membership Fees 4,988 3,013 9,556 5,456

Other 17 19 34 36

Total revenues $ 23,208 $ 23,906 $ 47,481 $ 47,046

1 unchanged sentence

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

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

Three Months Ended

The following table summarizes the components of lease expense for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Operating lease cost $ 421 $ 577 $ 925 $ 1,130

2 unchanged sentences

Total lease cost $ 890 $ 831 $ 1,872 $ 1,638

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):

March 31, 2026 December 31, 2025

Cash payments against the operating lease liabilities totaled $ 1.7 million and $ 0.9 million for the six months ended June 30, 2026 and 2025.

ROU assets obtained in exchange for lease obligations was $ 1.2 million and $ 0.3 million for the six months ended June 30, 2026 and 2025, respectively.

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

June 30, 2026 December 31, 2025

Operating lease right-of-use assets $ 4,334 $ 4,047

6 unchanged sentences

Years ending December 31,

2026 (excluding the six months ended June 30, 2026) $ 1,574

Total lease payments 7,111

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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 July 1, 2026.

The Consulting Agreement was amended and renewed, effective January 1, 2026.

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

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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 .

For the three and six months ended June 30, 2026, the fees and reimbursements of travel expenses payable to Mr.

Bartel were $ 72,000 and $ 157,000 , respectively.

Service Agreement with Talenti Milanesi S.r.l.

2 unchanged sentences

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 .

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

For the three and six months ended June 30, 2026, the fees payable to TM pursuant to the service agreement were $ 53,000 and $ 78,000 , respectively.

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