Inspirato receives non-binding buyout proposal

Inspirato Incorporated reported that it received a non-binding, conditional offer from Exclusive Investments, LLC to acquire 100% of its outstanding equity.

Accepted by SEC EDGAR 09/19/2025 - 09:00 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Inspirato Incorporated reported that it received a non-binding, conditional offer from Exclusive Investments, LLC to acquire 100% of its outstanding equity. The correspondence indicates an implied enterprise value of $68.6 million and an equity value of $3.50 per share less certain deductions.

The company notes that these figures suggest the proposal assigns no value to its total cash of approximately $29.8 million as of June 30, 2025. Inspirato states it does not believe the proposal is actionable and believes the offer was shared with third parties and media in violation of a nondisclosure agreement. The board will continue evaluating options it views as best for stockholders.

Insights

Equity analyst

Inspirato discloses a low, non-binding takeover approach it views as unattractive.

Inspirato received a non-binding, conditional proposal from Exclusive Investments, LLC to acquire all equity at terms implying an enterprise value of $68.6 million and an equity value of $3.50 per share, subject to deductions.

The company highlights that these terms appear to assign no value to its approximately $29.8 million in cash as of June 30, 2025, and explicitly states it does not view the proposal as actionable. It also believes the proposal was shared externally despite a nondisclosure agreement signed on September 10, 2025.

The board indicates it will continue to consider all available options in what it views as the best interests of stockholders. Given the non-binding, conditional nature of the approach and the company’s stated stance, this disclosure is informative but does not, by itself, represent a definitive transaction.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What offer did Inspirato (ISPOW) receive from Exclusive Investments, LLC?

Inspirato received a non-binding, conditional offer from Exclusive Investments, LLC to purchase 100% of its outstanding equity. The correspondence indicates an implied enterprise value of $68.6 million and an equity value of $3.50 per share, subject to certain deductions described in the proposal.

How does the proposed price value Inspirato’s cash position?

Inspirato states the proposal’s figures suggest the offer assigns no value to its total cash of about $29.8 million as of June 30, 2025. The company highlights this as a concern when describing why it does not view the proposal as actionable at the indicated terms.

How is Inspirato’s board responding to the Exclusive Investments proposal?

Inspirato’s board does not believe the proposal is currently actionable and has not agreed to a deal. The company says the board will continue considering all available options that it believes advance the best interests of the company and its stockholders over time.

Why does Inspirato reference a nondisclosure agreement in this update?

Inspirato believes the proposal was shared with third parties and media in violation of a nondisclosure agreement signed with Exclusive Investments on September 10, 2025. This suggests the company is concerned about how the approach became public and is documenting that context for investors.

Does this disclosure mean a sale of Inspirato is likely or imminent?

The disclosure describes only a non-binding, conditional proposal that Inspirato does not consider actionable. While the board will keep reviewing strategic options, there is no agreement in place, and the company notes that completion of any transaction is uncertain and subject to various risks.

What risks related to this proposal and future transactions does Inspirato mention?

Inspirato notes risks around future operations, financial results, consideration of business combination proposals, and the possibility that any proposed transaction may not be completed. These risks are in addition to those detailed in its Annual Report on Form 10-K for the year ended December 31, 2024.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 18, 2025

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 7.01 Regulation FD Disclosure.

On September 18, 2025, Inspirato Incorporated (the “Company”) received correspondence from Exclusive Investments, LLC (“Exclusive”) in which Exclusive made a non-binding, conditional offer to purchase 100% of the Company’s outstanding equity. The correspondence suggests that the offer reflects an “enterprise value” of the Company of $68.6 million and an “equity value” of $3.50 per share less certain deductions – figures suggesting that the offer ascribes no value to the Company’s total cash of approximately $29.8 million as of June 30, 2025. The Company does not believe that this proposal is actionable and further believes that it was disclosed to third parties and the media in violation of a Nondisclosure Agreement entered into by the parties on September 10, 2025. The Company’s board of directors will continue to consider all available options to advance the best interests of the Company and its stockholders.

The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements herein may include statements relating to the correspondence received by the Company, any proposed or future transaction and the Company’s consideration of potential options. Forward-looking statements are subject to risks and uncertainties, including those relating to the Company’s future operations and financial results, the consideration or receipt of business combination proposals and the completion or failure to complete any proposed transaction, and other risks detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. All information provided in this Current Report on Form 8-K is as of the date hereof, and the Company undertakes no duty to update this information unless required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit			No.						Description
104									Cover Page Interactive Data File (Cover Page XBRL tags are embedded within the Inline XBRL document)

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: September 19, 2025			By:			/s/ Brent Wadman
			Name:			Brent Wadman
			Title:			General Counsel