Inspirato Announces Agreement to be Acquired by Exclusive Investments LLC

Rhea-AI Summary

Inspirato (Nasdaq: ISPO) entered into a definitive agreement to be acquired by Exclusive Investments LLC for $4.27 per share in an all-cash deal, valuing Inspirato at approximately $59 million on a fully diluted basis. The purchase price represents an approximate 50% premium to Inspirato’s December 16, 2025 closing price. Inspirato’s board unanimously approved the transaction and the company expects the deal to close in early 2026, subject to customary conditions and shareholder approval.

Key governance changes: Inspirato will go private, CEO Payam Zamani will step down at closing, and James Henderson will serve as interim CEO.

Positive

• All-cash purchase price of $4.27 per share
• 50% premium to the Dec 16, 2025 closing price
• Chairman/CEO Payam Zamani agreed to vote ~36% of shares

Negative

• Inspirato will de-list from Nasdaq and go private
• CEO Payam Zamani will step down upon closing

Key Figures

Acquisition price $4.27 per share All-cash consideration offered by Exclusive Investments

Equity value approximately $59 million Value of Inspirato on a fully diluted basis

Offer premium approximately 50% Premium to Dec 16, 2025 closing price

Supportive stake approximately 36% of Class A shares Shares controlled by Payam Zamani under voting agreement

Expected close early 2026 Target timing for transaction completion, subject to approvals

Market Reality Check

$4.18 Last Close

Volume Volume 6,287 is well below the 24,535 20-day average (relative volume 0.26), suggesting limited pre-announcement positioning. low

Technical Shares at $2.84 were trading below the $3.27 200-day MA and about 60% under the $7.17 52-week high before the $4.27 cash offer.

Peers on Argus

Sector peers showed mixed moves (e.g., EJH up 9.33%, YTRA down 9.28%), while ISPO was up 1.07%, indicating this acquisition news is stock-specific rather than a broad travel-services trade.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 20	Portfolio expansion	Positive	-3.5%	Added multiple luxury properties in Europe to expand global portfolio.
Nov 04	Earnings results	Neutral	-1.5%	Reported Q3 loss but major EBITDA, cash flow, and expense improvements.
Oct 30	Earnings scheduling	Neutral	-2.1%	Announced timing and access details for upcoming Q3 2025 results call.
Oct 29	New product launch	Positive	-0.7%	Introduced luxury catamaran charters across Caribbean destinations.
Oct 23	Property enhancements	Positive	+3.5%	Rolled out upgrades across key resort markets to support growth.

Pattern Detected

Recent operational and product announcements often saw modest or negative next-day moves, with only one of three clearly positive travel-product updates drawing a positive price reaction.

Recent Company History

Over the last few months, Inspirato has focused on enhancing its luxury travel offering and stabilizing operations. News on Oct 23, Oct 29, and Nov 20, 2025 highlighted portfolio expansions and property upgrades, yet two of these positive updates saw negative 24-hour reactions. The Q3 2025 results on Nov 4 showed sharp EBITDA and cash-flow improvement but still produced a small decline. Against this backdrop, today’s all-cash acquisition agreement follows earlier strategic reviews and underscores a shift from independent growth to a sale outcome.

Market Pulse Summary

The stock surged +46.8% in the session following this news. A strong positive reaction aligns with the sizeable 50% premium to the prior close and the certainty of an all-cash $4.27 offer. Earlier deal-related headlines produced only modest moves, so a larger spike could reflect investors closing the gap toward the offer price. With a supportive holder controlling about 36% of Class A shares, attention would likely shift to closing risk and timing rather than ongoing fundamentals.

Key Terms

all-cash transaction financial

"for $4.27 per share in an all-cash transaction, valuing Inspirato..."

An all-cash transaction is a deal where the full purchase price is paid immediately in cash or cash equivalents, rather than through financing or installment payments. For investors, this type of transaction often indicates a quick, straightforward sale and can signal confidence from the buyer, potentially affecting the value and perception of the involved assets.

definitive agreement regulatory

"entered into a definitive agreement to be acquired by Exclusive..."

A definitive agreement is a formal, legally binding document that outlines the final terms and conditions of a deal or transaction, such as a sale or partnership. It acts like a detailed contract that confirms all parties have agreed on the key details, making the deal official. For investors, it signals that the agreement is settled and moving toward completion, providing clarity and security about the transaction.

voting and support agreement regulatory

"Inspirato has entered into a voting and support agreement with Inspirato’s largest shareholder..."

A voting and support agreement is a contract in which certain shareholders promise to vote their shares a specific way and back particular corporate actions, such as a sale, merger, or management proposal. It matters to investors because it creates predictability about the outcome of important votes—similar to a small group agreeing in advance to vote the same way—so it can lock in control, affect deal certainty and influence a stock’s market reaction.

proxy statement regulatory

"Inspirato will file with the SEC, and mail to its stockholders, a proxy statement in connection..."

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

special meeting regulatory

"at a special meeting of the shareholders."

A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.

AI-generated analysis. Not financial advice.

DENVER, Dec. 17, 2025 (GLOBE NEWSWIRE) -- Inspirato Incorporated (“Inspirato”) (Nasdaq: ISPO), the premier luxury vacation club and property technology company, today announced that it has entered into a definitive agreement to be acquired by Exclusive Investments LLC (“Exclusive Investments”), the parent company of Exclusive Resorts. Under the terms of the agreement, Exclusive Investments will acquire all outstanding shares of Inspirato for $4.27 per share in an all-cash transaction, valuing Inspirato at an equity value of approximately $59 million on a fully diluted basis. The purchase price represents an approximately 50% premium to Inspirato’s closing price on December 16, 2025, the last trading day prior to the announcement of the transaction. Following the closing of the transaction, Inspirato will become a privately held company, and Inspirato’s Class A common stock will no longer be listed or traded on Nasdaq. 

Inspirato’s Board of Directors has unanimously approved the transaction and intends to recommend that Inspirato shareholders vote to adopt the definitive agreement at a special meeting of the shareholders. In connection with the transaction, Inspirato has entered into a voting and support agreement with Inspirato’s largest shareholder and current Chairman and CEO, Payam Zamani, who has agreed—subject to the terms of the agreement—to vote shares he controls (including through his affiliated company, One Planet Group), representing in total approximately 36% of Inspirato’s shares of Class A common stock, in favor of the transaction. 

“Since I joined Inspirato a year and four months ago, our journey has been defined by the extraordinary dedication of our employees and their unwavering care for our members and this incredible brand. Following a year dedicated to stabilizing and strengthening the business, this agreement represents another positive step forward for Inspirato’s customers, employees, partners, and shareholders,” said Zamani. “This agreement represents an important step forward. It delivers immediate value to our shareholders while placing Inspirato in the hands of an owner with the resources, patience, and long-term commitment needed to honor our people, support our members, and steward this brand with care for years to come.”

The acquisition of Inspirato is expected to close in early 2026, subject to customary closing conditions, including approval by Inspirato’s shareholders. Once the transaction closes, Zamani will step down from his role as Chairman and Chief Executive Officer of Inspirato. James Henderson, CEO of The Exclusive Collective and Exclusive Resorts, will serve as interim CEO of Inspirato until a permanent successor is appointed. 

“Inspirato has demonstrated resilience and relevance in a demanding market,” said Henderson. “This transaction reflects our conviction in the business and our intention to provide long-term ownership, capital stability, and operational support. We believe private ownership will allow Inspirato to focus on execution, consistency, and value creation for subscribers, partners, and employees over the long term.” 

Latham & Watkins LLP served as legal counsel to Exclusive Investments LLC in connection with the transaction. Roth Capital Partners, LLC served as financial advisor and Davis Graham & Stubbs LLP served as legal advisor to Inspirato in connection with the transaction.

Important Information and Where to Find It 
Inspirato will file with the SEC, and mail to its stockholders, a proxy statement in connection with the proposed transaction. This communication is not a substitute for the proxy statement or for any other document that Inspirato may file with the SEC and send to its stockholders in connection with the transaction. INSPIRATO STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain free copies of the proxy statement (when available) and other documents filed with the SEC by Inspirato through the website maintained by the SEC at www.sec.gov.

Participants in the Solicitation 
Inspirato, The Exclusive Collective and certain of their respective directors, certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Inspirato is set forth in its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on April 24, 2025. These documents can be obtained free of charge from the SEC website indicated above. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the transaction will be included in the proxy statement and other relevant materials to be filed with the SEC when they become available. 

Cautionary Statement Regarding Forward-Looking Statements
This communication includes certain “forward-looking statements,” including statements regarding the expected structure, timing, completion of the proposed transaction between Inspirato and The Exclusive Collective, and expected strategic and financial benefits of the transaction. Actual results may differ materially due to numerous risks and uncertainties, including but not limited to the failure to obtain necessary regulatory or stockholder approvals, the inability to satisfy other closing conditions, changes in market or business conditions, the integration of the businesses, the performance of the combined company and other factors detailed from time to time in Inspirato’s filings with the U.S. Securities and Exchange Commission (SEC), including its annual report on Form 10-K and quarterly reports on Form 10-Q. Inspirato undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this release, except as required by law. 

About Inspirato
Inspirato (Nasdaq: ISPO) is a luxury vacation club and a property technology company that provides access to a portfolio of curated vacation options, delivered through an innovative model designed to ensure the service, certainty, and value that discerning travelers demand. The Inspirato portfolio includes exclusive luxury vacation homes, accommodations at five-star hotel and resort partners, and custom travel experiences. For more information, visit www.inspirato.com and follow @inspirato on Instagram, Facebook, X, and LinkedIn.

About Exclusive Resorts
Exclusive Resorts is the flagship brand within The Exclusive Collective and the world’s leading Members-only club dedicated to luxury travel and curated experiences. For more than two decades, Exclusive Resorts has offered its 4,000+ Members access to a $1 billion portfolio of private residences, rare journeys, and global partners—all designed to support a richer, more meaningful way of living. The Club recently expanded into branded residential real estate, extending its signature approach to ownership and hospitality into the category. Learn more at www.exclusiveresorts.com.

Contacts:

Investor Relations	Media Relations
Inspirato ir@inspirato.com	communications@inspirato.com
Exclusive Resorts ir@theexclusivecollective.com	press@theexclusivecollective.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/01dc473a-0b25-4bec-85dc-b1cff1146ce9

FAQ

What is the acquisition price for Inspirato (ISPO) and total valuation?

Exclusive Investments agreed to buy Inspirato for $4.27 per share, valuing the company at approximately $59 million on a fully diluted basis.

When is the Inspirato (ISPO) acquisition expected to close?

The transaction is expected to close in early 2026, subject to customary closing conditions and shareholder approval.

How much of Inspirato (ISPO) will Payam Zamani support the deal with his vote?

Payam Zamani agreed to vote shares he controls, representing about 36% of Class A common stock, in favor of the transaction.

What happens to Inspirato (ISPO) stock after the deal closes?

Once the transaction closes, Inspirato will become privately held and its Class A common stock will no longer be listed or traded on Nasdaq.

Who will lead Inspirato (ISPO) after the acquisition closes?

James Henderson, CEO of The Exclusive Collective and Exclusive Resorts, will serve as interim CEO until a permanent successor is appointed.