TRAVELZOO 10-Q

Item 1. Financial Statements 3 TRAVELZOO CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except par value) June 30, 2026 December 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 6,838 $ 10,007 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 Prepaid income taxes 1,827 1,364 Prepaid expenses and other 2,064 1,302 Total current assets 25,272 23,396 Deposits and other 193 166 Deferred tax assets 4,744 4,202 Restricted cash 754 756 Operating lease right-of-use assets 4,334 4,047 Property and equipment, net 132 231 Intangible assets, net 1,450 1,450 Goodwill 10,944 10,944 Total assets $ 47,823 $ 45,192 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 8,474 $ 7,761 Merchant payables 10,723 11,665 Accrued expenses and other 5,544 3,926 Deferred revenue 12,737 8,728 Income tax payable 71 279 Operating lease liabilities 2,026 1,811 Total current liabilities 39,575 34,170 Long-term tax liabilities 10,770 9,260 Long-term operating lease liabilities 4,074 4,184 Total liabilities 54,419 47,614 Stockholders’ equity (deficit): Preferred stock, $ 0.01 par value per share ( 5,000 shares authorized; none issued) Common stock, $ 0.01 par value ( 20,000 shares authorized; 10,232 shares issued and outstanding as of June 30, 2026, 10,932 shares issued and outstanding as of December 31, 2025) 102 109 Additional paid-in capital — — Tax indemnification ( 9,537 ) ( 9,537 ) Retained earnings 3,105 7,243 Accumulated other comprehensive loss ( 5,410 ) ( 5,331 ) Total Travelzoo stockholders’ equity (deficit) ( 11,740 ) ( 7,516 ) Non-controlling interest 5,144 5,094 Total stockholders’ equity (deficit) ( 6,596 ) ( 2,422 ) Total liabilities and stockholders’ equity $ 47,823 $ 45,192 See accompanying notes to unaudited condensed consolidated financial statements. 4 TRAVELZOO CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Revenues $ 23,208 $ 23,906 $ 47,481 $ 47,046 Cost of revenues 7,104 5,163 12,340 9,335 Gross profit 16,104 18,743 35,141 37,711 Operating expenses: Sales and marketing 13,734 11,483 24,850 21,708 Product development 602 698 1,266 1,332 General and administrative 4,530 4,502 8,343 8,807 Total operating expenses 18,866 16,683 34,459 31,847 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 (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 (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 Shares used in per share calculation—diluted 10,319 11,505 10,658 12,088 See accompanying notes to unaudited condensed consolidated financial statements. 5 TRAVELZOO CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In thousands) 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 (loss) $ ( 2,219 ) $ 1,352 $ 313 $ 4,493 See accompanying notes to unaudited condensed consolidated financial statements. 6 TRAVELZOO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net income $ 392 $ 4,742 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 110 182 Stock-based compensation 719 708 Deferred income tax ( 753 ) 5 Net foreign currency effect 52 ( 295 ) Provision for accounts receivable and refund reserve ( 146 ) 124 Changes in operating assets and liabilities: Accounts receivable ( 3,857 ) 1,743 Prepaid income taxes ( 575 ) 238 Prepaid expenses, deposits and other ( 521 ) ( 144 ) Accounts payable 684 ( 180 ) Merchant payables ( 814 ) ( 4,441 ) Accrued expenses and other 1,733 1,842 Deferred revenue 4,097 1,720 Income tax payable ( 121 ) ( 2,007 ) Other liabilities 1,186 345 Net cash provided by operating activities 2,186 4,582 Cash flows from investing activities: Purchases of property and equipment ( 14 ) ( 34 ) Net cash used in investing activities ( 14 ) ( 34 ) Cash flows from financing activities: 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 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 137 ) 432 Net increase (decrease) in cash, cash equivalents and restricted cash ( 3,171 ) ( 6,542 ) Cash, cash equivalents and restricted cash at beginning of period 10,763 17,740 Cash, cash equivalents and restricted cash at end of period $ 7,592 $ 11,198 Supplemental disclosure of cash flow information: Cash paid for income taxes, net $ 560 $ 2,726 Right-of-use assets obtained in exchange for lease obligations—operating leases $ 1,213 $ 321 Cash paid for amounts included in the measurement of lease liabilities $ 1,658 $ 897 Non-cash investing and financing activities: Accrued excise tax for share repurchases $ 52 $ 113 See accompanying notes to unaudited condensed consolidated financial statements. 7 TRAVELZOO CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited) (In thousands) Common Stock Treasury Stock Additional Paid-In Capital Tax Indemnification Retained Earnings Accumulated Other Comprehensive Loss Total Travelzoo Stockholders’ Equity (Deficit) Non-controlling interest Total Stockholders’ Equity (Deficit) 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 Paid-In Capital Tax Indemnification Retained Earnings Accumulated Other Comprehensive Loss Total 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. 8 Common Stock Treasury Stock Additional Paid-In Capital Tax Indemnification Retained Earnings Accumulated Other Comprehensive Loss Total 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 ) Stock-based compensation expense — — — 719 — — — 719 — 719 Repurchase of common stock (1) — — ( 5,206 ) — — — — ( 5,206 ) — ( 5,206 ) 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, 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 Paid-In Capital Tax Indemnification Retained Earnings Accumulated Other Comprehensive Loss Total Travelzoo Stockholders’ Equity (Deficit) Non-controlling interest Total Stockholders’ Equity (Deficit) Shares Amount Balances, December 31, 2024 11,836 118 — — ( 9,537 ) 14,284 ( 5,327 ) ( 462 ) 4,815 4,353 Stock-based compensation expense — — — 708 — — — 708 — 708 Repurchase of common stock (1) — ( 11,531 ) — — — — ( 11,531 ) — ( 11,531 ) 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, 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. 9 TRAVELZOO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1: Summary of Significant Accounting Policies (a) The Company and Basis of Presentation 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”). 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. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the financial position of the Company and its results of operations and cash flows. 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 Travelzoo and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. We have reclassified prior period financial statements to conform to the current period presentation. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with GAAP. Significant estimates included in the financial statements and related notes include revenue recognition, refund liability, income taxes, stock-based compensation, loss contingencies, useful lives of property and equipment, purchase price allocation for the business combination and related impairment assessment, relating to the projections and assumptions used. Actual results could differ materially from those estimates. 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 On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance requires more detailed disclosure for expenses. This standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the ASU to determine its impact on our disclosures. (c) Significant Accounting Policies Below is a summary of the Company's significant accounting policies. For a comprehensive description of our accounting policies, refer to our Annual Report on Form 10-K for the year ended December 31, 2025. Revenue Recognition The Company follows ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), under which revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company's revenue consists of (1) advertising and commerce revenues, derived from and generated in connection with purchases made by Travelzoo members, (2) Membership Fees and (3) other. 10 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 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. For Top 20 email newsletters and other email products, the Company recognizes revenues when the emails are delivered to its members. For cost-per-click advertising, whereby an advertiser pays the Company when a user clicks on an ad (typically served on the Company's media properties or Travelzoo Network partner properties), the Company recognizes revenues each time a user clicks on the ad. The Company also offers advertisers other advertising models whereby an advertiser pays the Company based on the number of times their advertisement is displayed (whether on the Company's media properties, in emails, on social media platforms or other media properties). 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 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. For Local Deals and Getaways voucher sales, the Company typically earns a fee for acting as an agent on the sale, while vouchers can subsequently be redeemed for goods or services with third-party merchants. Commission revenues are, accordingly, presented net of amounts due to third-party merchants for fulfilling the underlying goods and services, and net of estimated future refunds to consumers, as the terms of the vouchers permit. Certain merchant contracts allow the Company to retain the proceeds from unredeemed vouchers. With these contracts, the Company estimates the value of vouchers that will ultimately not be redeemed and records the estimate as revenues in the same period. In certain scenarios, the Company will pre-purchase vouchers or hotel inventory (in the form of credit amounts, vouchers or gift cards) in bulk from travel companies or entertainment companies. In those scenarios, the Company is not acting as the agent, but rather as the principal. The pre-purchased vouchers are recorded as inventory, within prepaid expenses and other on the condensed consolidated balance sheet, until sold to and purchased by Travelzoo members, at which point, the amount for which the vouchers were sold to Travelzoo members is recognized fully as revenue and the amount for which the vouchers were purchased from the hotel or spa partners is recognized as cost of revenues. Commission revenues generated from bookings on our hotel platform are recognized ratably over the periods of guest stays, net of an allowance for estimated cancellations, based upon historical patterns. For bookings of non-cancelable reservations, where the Company’s performance obligation is deemed to be completed upon the successful booking, the Company records commission revenue at such time. 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, 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. Membership Fees Membership fee revenues are generated from subscription fees paid by Travelzoo Club Members and Jack's Flight Club Premium members. We recognize subscription revenues ratably over the applicable subscription periods. 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 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. 11 Other 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. Deferred Revenues 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 $ 1.7 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 The Company estimates and records a reserve for future refunds on member purchases of Local Deals and Getaways vouchers, at the time revenue is recorded. We consider various factors such as historical refund timeframes from dates of sale, reasons for refunds, time periods remaining until expiration, changes in refund procedures and estimates of redemptions and breakage. Should any of these factors change, the estimates made by management will also change, which could impact the level of our future reserve for refunds to members. Specifically, if the financial condition of our merchant partners, on behalf of whom vouchers are sold, were to deteriorate, affecting their ability to provide the goods or services to our members, additional reserves for refunds to members may be required and may adversely affect future revenues as the liability is recorded against revenue. 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 $ 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 Upon acquisition, identifiable intangible assets are recorded at fair value and are carried at cost less accumulated amortization. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The carrying values of all intangible assets are reviewed for impairment annually, and whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Operating Leases The Company determines if an arrangement contains a lease at inception. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease payments used to determine the operating lease assets may include lease incentives and stated rent increases. The Company does not include options to extend or terminate until it is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities, as the Company’s leases generally do not provide an implicit rate. The Company elected not to recognize leases with an initial term of 12 months or less on its unaudited condensed consolidated balance sheets. The Company’s leases are reflected in operating lease ROU assets, operating lease liabilities and long-term operating lease liabilities on our unaudited condensed consolidated balance sheets. The lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. 12 Certain Risks and Uncertainties 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, 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. Accounts receivables are derived from revenue earned from customers located in the U.S. and internationally. 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 $ 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 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. Cash, Cash Equivalents and Restricted Cash 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 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 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: June 30, December 31, 2026 2025 Cash and cash equivalents $ 6,838 $ 10,007 Restricted cash 754 756 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 June 30, 2026 and December 31, 2025. Note 2: Net Income Per Share Basic net income per share is computed using the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed by adjusting the weighted-average number of common shares outstanding for the effect of dilutive potential common shares outstanding during the period. Potential common shares included in the diluted calculation consist of incremental shares issuable upon the exercise of outstanding stock options calculated using the treasury stock method. The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share amounts): 13 Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Numerator: Net income (loss) attributable to Travelzoo $ ( 2,136 ) $ 1,402 $ 342 $ 4,570 Denominator: Weighted average common shares—basic 10,319 11,139 10,577 11,617 Effect of dilutive securities: stock options — 366 81 471 Weighted average common shares—diluted 10,319 11,505 10,658 12,088 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. Note 3: Goodwill and Intangible Assets Intangible Assets 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. The goodwill assessment was performed by comparing the fair value of the reporting units to their carrying value. The fair value estimates for the reporting units were based on a blended analysis of the present value of future discounted cash flows and the market value approach, using Level 3 inputs. The indefinite-lived intangible assets assessment was performed using the relief-from-royalty method, which includes unobservable inputs, classified as Level 3, including projected revenues and approximately 5 % royalty rate. 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 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 June 30, 2026 and 2025 (in thousands): Jack’s Flight Club Intangible assets—March 31, 2025 1,457 Amortization of intangible assets with definite lives ( 2 ) Intangible assets—June 30, 2025 1,455 Amortization of intangible assets with definite lives ( 3 ) Intangible assets—September 30, 2025 1,452 Amortization of intangible assets with definite lives ( 2 ) Intangible assets—December 31, 2025 1,450 Amortization of intangible assets with definite lives — Intangible assets—March 31, 2026 1,450 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. 14 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 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. Note 4: Commitments and Contingencies From time to time, the Company is subject to various claims and legal proceedings, either asserted or unasserted, that arise in the ordinary course of business. The Company accrues for legal contingencies if 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 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. The Company leases office space in Canada, Germany, Spain, the U.K., and the U.S. Our leases have remaining terms ranging from less than one year to up to five years . The C ompany maintains standby letters of credit (“LOC”) to serve as collateral issued to certain of the landlords. The LOCs are collateralized with cash which is included in the line item “Restricted cash” in the Condensed Consolidated Balance Sheets. 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 $ 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. Note 5: Income Taxes 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. 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 $ 1 million. The Company maintains a reserve for potential liabilities for uncertain tax positions. 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 June 30, 2026 and December 31, 2025, the Company had approximately $ 1.8 million and $ 1.6 million in accrued interest, respectively. 15 The Company files income tax returns in the U.S. federal jurisdiction, various U.S. states and foreign jurisdictions. The Company is subject to U.S. federal and certain state tax examinations for certain years after 2021 and forward and is subject to California tax examinations for years after 2020. On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. This legislation includes changes to U.S. federal tax law, which may be subject to further clarification and the issuance of interpretive guidance. 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 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. Note 6: Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated other comprehensive loss (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Beginning balance $ ( 5,297 ) $ ( 5,447 ) $ ( 5,331 ) $ ( 5,327 ) Other comprehensive loss due to foreign currency translation, net of tax ( 113 ) ( 129 ) ( 79 ) ( 249 ) 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 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. Note 7: Stock-Based Compensation and Stock Options The Company accounts for its employee stock options under the fair value method, which requires stock-based compensation to be estimated using the fair value on the date of grant, employing an option-pricing model. The value of the portion of awards expected to vest is recognized on a straight-line basis as expense over the related employees’ requisite service periods in the Company’s condensed consolidated statements of operations. 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 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 . 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 June 30, 2026, 12,500 options were vested and outstanding. Stock-based compensation related to this grant was fully expensed in 2024. On March 3, 2022, 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 $ 8.14 and vesting 25 % every six months over two years beginning on June 30, 2022 and ending on December 31, 2023. The options expire in March 2027. This grant was approved at the 2022 Annual Meeting of the shareholders. In 2024, 200,000 options were exercised and 53,753 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which was approved by the Company’s Board of Directors. As of June 30, 2026, 400,000 options were vested and outstanding. Stock-based compensation related to this grant was fully expensed in 2023. On June 1, 2022, the Company granted an employee options to purchase 100,000 shares of common stock with an exercise price of $ 6.78 and quarterly vesting beginning on September 30, 2022 and ending on September 30, 2025 with vesting based on both time-based service condition and performance conditions. However, if the performance targets are not met as of the first date on which the time condition is met, the time condition may be extended by one quarter up to three times. The options expire in June 2027. 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, 16 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. The options expire in March 2028. In 2024, 75,000 options were exercised and 19,584 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which was approved by the Company’s Board of Directors. In 2025, 25,000 options were exercised and 7,890 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which was approved by the Company’s Board of Directors. 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. On March 28, 2024, 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 $ 8.58 and vesting 25 % every six months over two years beginning on June 30, 2024 and ending on December 31, 2025. The options expire in March 2029. This grant was approved at the 2024 Annual Meeting of Stockholders. 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. Note 8: Stock Repurchase Program The Company’s stock repurchase programs assist in offsetting the impact of dilution from employee equity compensation and with capital allocation. Management is allowed discretion in the execution of repurchase programs, based upon market conditions and consideration of capital allocation. 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. For the three months ended March 31, 2025, the Company repurchased 590,839 shares of common stock for an aggregate purchase price of $ 8.9 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. 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 17 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. During the three months ended September 30, 2025, the Company repurchased 148,602 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. 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 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. Note 9: Segment Reporting and Significant Customer Information The following is a summary of operating results by business segment (in thousands): Three Months Ended June 30, 2026 Travelzoo North America Travelzoo Europe Jack’s Flight Club New Initiatives Consolidated Revenues from unaffiliated customers $ 15,548 $ 6,376 $ 1,267 $ 17 $ 23,208 Intersegment revenues 131 ( 139 ) 8 — — Total net revenues 15,679 6,237 1,275 17 23,208 Sales and marketing (1) 8,307 4,821 606 — 13,734 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 Other income, net 161 Income from continuing operations before income taxes 2,221 (1) Includes advertising and promotional costs, employee-related expenses for sales, marketing, and production teams, 18 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) 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 $ 706,000 and $ 0 , respectively. Six Months Ended June 30, 2025 Travelzoo North America Travelzoo Europe Jack’s Flight Club New Initiatives Consolidated Revenues from unaffiliated customers $ 30,567 $ 13,710 $ 2,733 $ 36 $ 47,046 Intersegment revenues 693 ( 613 ) ( 80 ) — — Total net revenues 31,260 13,097 2,653 36 47,046 Sales and marketing (1) 12,153 8,329 1,226 — 21,708 Other costs and expenses (2) 12,695 5,423 1,259 97 19,474 Operating profit (loss) $ 6,412 $ ( 655 ) $ 168 $ ( 61 ) $ 5,864 Other income, net 790 Income from continuing operations before income taxes 6,654 (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 $ 679,000 and $ 0 , respectively. 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 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: 19 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 Note 10: Leases The Company leases office space in Canada, Germany, Spain, the U.K. and the U.S. 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 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 Short-term lease cost 336 138 575 278 Variable lease cost 133 116 372 230 Total lease cost $ 890 $ 831 $ 1,872 $ 1,638 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 Assets: Operating lease right-of-use assets $ 4,334 $ 4,047 Liabilities: Operating lease liabilities $ 2,026 $ 1,811 Long-term operating lease liabilities 4,074 4,184 Total operating lease liabilities $ 6,100 $ 5,995 Weighted average remaining lease term (years) 3.28 3.84 Weighted average discount rate 4.4 % 4.1 % Maturities of lease liabilities were as follows (in thousands): 20 Years ending December 31, 2026 (excluding the six months ended June 30, 2026) $ 1,574 2027 2,083 2028 1,736 2029 1,493 2030 225 Total lease payments 7,111 Less interest ( 1,011 ) Present value of operating lease liabilities $ 6,100 Note 11: Related Party Transactions Consulting Agreement with Ralph Bartel On January 1, 2023, with the unanimous approval of the Audit Committee, the Company entered into a Consulting Agreement with Ralph Bartel (the “Consulting Agreement”). The Consulting Agreement was amended and renewed, effective January 1, 2026. Ralph Bartel, who founded Travelzoo , is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro. Azzurro is the Company's largest shareholder. Pursuant to the Consulting Agreement, Mr. Bartel provides strategic advisory for Travelzoo META , advisory on talent search, performance management consulting, strategic advisory to IT and brand strategy and public relations support. 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. 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 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. 21