Shareholders back Inspirato (NASDAQ: ISPO) merger and related pay plans

Rhea-AI Filing Summary

Inspirato Incorporated reported that stockholders approved its merger with Boomerang Merger Sub, Inc., making Inspirato a wholly owned subsidiary of Exclusive Investments, LLC. At the special meeting, 8,618,762 votes supported the merger proposal, versus 22,321 against and 1,032 abstentions.

The advisory proposal on merger-related compensation for named executive officers also passed, with 7,319,024 votes for, 807,456 against and 515,635 abstentions. A proposal to allow adjournment of the meeting if more proxies were needed was similarly approved, receiving 8,605,385 votes for, 35,707 against and 1,023 abstentions, with 68.76% of Class A shares represented.

Insights

M&A and corporate governance analyst

Shareholders approved Inspirato’s merger and related pay proposals with strong majorities.

The special meeting results show clear stockholder backing for the merger that makes Inspirato a wholly owned subsidiary of Exclusive Investments, LLC. The primary merger proposal drew 8,618,762 votes in favor against only 22,321 votes against, with minimal abstentions.

The advisory vote on merger-related compensation for named executive officers also received majority support, indicating acceptance of the transaction’s pay structure. Approval of the adjournment mechanism suggests investors were comfortable ensuring the merger proposal could be passed if additional proxies became necessary.

Roughly 68.76% of Class A common shares were represented at the meeting, forming a solid quorum. The combination of high turnout and strong “for” margins provides a clear governance mandate for the transaction under the terms of the existing merger agreement dated December 16, 2025.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 2, 2026

Inspirato Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-39791

85-2426959

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

1544 Wazee Street Denver, CO						80202
(Address of principal executive offices)						(Zip Code)

(303) 839-5060

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

ISPO

The Nasdaq Stock Market LLC

Warrants to purchase Class A common stock

ISPOW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item. 5.07 Submission of Matters to a Vote of Security Holders.

On February 2, 2026, Inspirato Incorporated, a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider and vote upon certain proposals relating to the proposed merger of the Company with Boomerang Merger Sub, Inc., a Delaware corporation (“Merger Sub”), a wholly owned subsidiary of Exclusive Investments, LLC, a Delaware limited liability company (“Parent”), pursuant to that certain Agreement and Plan of Merger, dated as of December 16, 2025 (the “Merger Agreement”), by and among Parent, Merger Sub and the Company. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

As of December 23, 2025, the record date of the Special Meeting, there were approximately 12,568,022 shares of the Company’s Class A common stock outstanding and entitled to vote, and each share was entitled to one vote for each proposal at the Special Meeting. A total of 8,642,115 shares of Class A common stock (approximately 68.76% of the outstanding shares) were represented at the Special Meeting by remote communication or by proxy, constituting a quorum for the transaction of business at the Special Meeting. The final voting results for each proposal submitted to the stockholders are set forth below:

Proposal 1 (the Merger Proposal): To approve the adoption of the Merger Agreement, pursuant to which Merger Sub will merge with and into Inspirato, with Inspirato surviving as a wholly owned, indirect subsidiary of Exclusive Investments:

For			Against			Abstain			Broker Non-Votes
8,618,762			22,321			1,032			—

Proposal 2 (the Merger-Related Compensation Proposal): To vote on an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to Inspirato’s named executive officers that is based on or otherwise related to the Merger:

For			Against			Abstain			Broker Non-Votes
7,319,024			807,456			515,635			—

Proposal 3 (the Adjournment Proposal): To consider and vote on a proposal to approve any adjournment of the Special Meeting for the purposes of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal:

For			Against			Abstain			Broker Non-Votes
8,605,385			35,707			1,023			—

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit			No.						Description
104									Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						INSPIRATO INCORPORATED
Date: February 2, 2026			By:			/s/ Brent Wadman
			Name:			Brent Wadman
			Title:			General Counsel

FAQ

What did Inspirato (ISPO) stockholders approve at the special meeting?

Stockholders approved the merger of Inspirato with Boomerang Merger Sub, Inc., making Inspirato a wholly owned subsidiary of Exclusive Investments, LLC. They also approved an advisory proposal on merger-related executive compensation and an adjournment proposal intended to secure sufficient votes for the merger if necessary.

How many Inspirato (ISPO) shares were eligible to vote and how many were represented?

As of the December 23, 2025 record date, approximately 12,568,022 shares of Class A common stock were outstanding and entitled to vote. At the special meeting, 8,642,115 shares, or about 68.76% of the outstanding Class A shares, were represented by remote communication or proxy.

What were the voting results for the Inspirato (ISPO) merger proposal?

The merger proposal received 8,618,762 votes for, 22,321 votes against and 1,032 abstentions. This strong approval authorized the adoption of the merger agreement under which Boomerang Merger Sub, Inc. merged with Inspirato, and Inspirato survived as a wholly owned, indirect subsidiary of Exclusive Investments, LLC.

How did Inspirato (ISPO) stockholders vote on merger-related executive compensation?

Stockholders cast 7,319,024 votes for, 807,456 votes against and 515,635 abstentions on the advisory proposal regarding compensation related to the merger. Although non-binding, this result shows majority support for potential payments to Inspirato’s named executive officers that are based on or related to the merger.

What was the outcome of the adjournment proposal at Inspirato’s (ISPO) special meeting?

The adjournment proposal passed with 8,605,385 votes for, 35,707 votes against and 1,023 abstentions. This authorization allowed the company to adjourn the special meeting, if needed, to solicit additional proxies in case there were insufficient votes to approve the merger proposal initially.

Who is the parent company of Inspirato (ISPO) after the merger?

Following the merger, Inspirato survived as a wholly owned, indirect subsidiary of Exclusive Investments, LLC. Boomerang Merger Sub, Inc., a wholly owned subsidiary of Exclusive Investments, LLC, merged with and into Inspirato under the terms of the Agreement and Plan of Merger dated December 16, 2025.