Related Party Transactions |
9 Months Ended |
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Sep. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Related Party Transactions Consulting Agreement with Ralph Bartel On January 1, 2023, with the unanimous approval of the Company's Audit Committee, the Company entered into a consulting agreement with Ralph Bartel (as amended, the “Consulting Agreement”). The Consulting Agreement was amended and restated, effective November 6, 2026, to, among other things, extend the term and include Mr. Bartel’s service as principal accounting officer. 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, human resources, technology and engineering, consults on brand communications strategy and public relations, serves as the Company's principal accounting officer, and is available upon request to provide certain special services. For the three and nine months ended September 30, 2026, the fees and reimbursements of travel expenses payable to Mr. Bartel were $60,000 and $217,000, respectively. See Part II, Item 5: Other Information of this report for further information. Service Agreement with Talenti Milanesi S.r.l. On February 28, 2019, with the unanimous approval of the Company's 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 nine months ended September 30, 2026, the fees payable to TM pursuant to the service agreement were $26,000 and $104,000, respectively. Stock Repurchase Agreements The Company, from time to time, engages in share repurchases. On September 28, 2026, the Company entered into a stock repurchase agreement with Holger Bartel, the Company's Global Chief Executive Officer, to repurchase an aggregate of 200,000 shares of the Company’s common stock at a price of $5.64 per share. A Special Committee of the Board of Directors negotiated the purchase price with Holger Bartel after receiving advice from independent legal and financial advisers. The aggregate purchase price was approximately $1.1 million. A portion of the purchase price was paid as of September 30, 2026, and the remaining amount is expected to be paid during 2026. The information set forth above relating to the stock repurchase agreement is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 10.2 to this report, and which is incorporated herein by reference.
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