旅行动物园 2024年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedDecember 31, 2024or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period fromto.Commission File No.:000-50171 Travelzoo (Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:+1(212)516-1300 SECURITIES REGISTERED PURSUANT TO SECTION12(g) OF THE ACT: None_________________________________________________________________________________ Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405 of the SecuritiesAct.Yes¨No x Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or Section15(d) of theAct.Yes¨No x Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90 days.Yesx No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).Yesx No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐Accelerated filer☐Non-accelerated filer☒Smallerreportingcompany☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that preparedor issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No x As of June30, 2024, the aggregate market value of voting stock held by non-affiliates of the Registrant, based upon the closing salesprice for the Registrant's common stock, as reported on the NASDAQ Global Select Market, was $55,468,866. The number of shares of the Registrant's common stock outstanding as of March17, 2025 was11,245,137shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Proxy Statement for its 2025 Annual Meeting of Stockholders are incorporated by reference in thisForm10-K in response to PartIII, Items10, 11, 12, 13, and 14. Table of Contents TRAVELZOO Table of Contents PART I Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosure PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. ReservedItem 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem8. Financial Statements and Supplementary DataItem9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresItem9A. Controls and ProceduresItem9B. Other InformationItem9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsPART III Item 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IV Item15. Exhibits and Financial Statement SchedulesItem 16. Form 10-K SummarySignatures