ISPO files Form 8-K and furnishes Q2 2025 earnings release (Exhibit 99.1)

Rhea-AI Filing Summary

Inspirato announced that it furnished a press release reporting its financial results for the three months ended June 30, 2025. The press release is provided as Exhibit 99.1 to this Form 8-K, but the 8-K text does not include the financial figures themselves.

The company states it distributes material information broadly under Regulation FD via SEC filings, press releases, conference calls, webcasts, its investor website, its blog, and Twitter. The filing also specifies that the furnished information is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference except where expressly stated.

Positive

• Press release furnished as Exhibit 99.1 announcing results for the three months ended June 30, 2025
• Regulation FD distribution is explicitly described, noting SEC filings, press releases, calls, webcasts, investor website, blog, and Twitter

Negative

• No financial figures included in the 8-K text itself; investors must consult Exhibit 99.1 for performance metrics
• Information is furnished, not filed, and therefore is not subject to Section 18 liabilities as stated in the filing

Insights

Financial Analyst

TL;DR: Routine earnings press release furnished on Form 8-K; filing contains no financial details, so immediate market impact is neutral.

This 8-K notifies investors that a press release with results for the quarter ended June 30, 2025 was furnished as Exhibit 99.1. Because the filing itself does not present revenue, profit, or other metrics, investors must review the referenced press release for performance details. The disclosure and distribution channels described align with standard Reg FD practices and support broad dissemination.

Corporate Governance Expert

TL;DR: Disclosure appears procedurally compliant with Regulation FD; the company explicitly notes the material is furnished, not "filed," limiting Section 18 exposure.

The filing reiterates Inspirato's chosen public channels for material disclosures and explicitly states the press release is furnished and not "filed" under the Exchange Act. That designation limits Section 18 liabilities and affects how the information may be incorporated into later filings. The form and wording are consistent with routine governance practice for earnings-related announcements.

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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): August 12, 2025

Inspirato Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-39791

85-2426959

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

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

(303) 586-7771

(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

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, each whole warrant exercisable for 0.05 shares of Class A Common Stock at an exercise price of $230.00 per share

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 2.02 Results of Operations and Financial Condition.

On August 12, 2025, Inspirato Incorporated (“Inspirato” or the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

Inspirato announces material information to the public about Inspirato, its products and services, and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, webcasts, the investor relations section of its website (https://investor.inspirato.com), its blog (https://www.inspirato.com/details) and its Twitter account (@inspirato) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.

The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit			No.						Description
99.1									Press Release dated August 12, 2025
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: August 12, 2025			By:			/s/ Michael Arthur
			Name:			Michael Arthur
			Title:			Chief Financial Officer
						(Principal Financial and Accounting Officer)

FAQ

What did Inspirato (ISPO) disclose in this Form 8-K?

The company furnished a press release reporting its financial results for the three months ended June 30, 2025, included as Exhibit 99.1.

Does the 8-K include the Q2 2025 financial numbers?

No. The filing states the press release was furnished as Exhibit 99.1 but the 8-K text does not include any financial figures.

How does Inspirato distribute material information?

Inspirato says it uses SEC filings, press releases, public conference calls, webcasts, its investor website (https://investor.inspirato.com), its blog (https://www.inspirato.com/details), and Twitter (@inspirato).

Is the furnished press release considered 'filed' with the SEC?

No. The 8-K expressly states the information is furnished, not 'filed' for purposes of Section 18 of the Exchange Act and is not incorporated by reference except where expressly stated.

Where can I find the press release referenced in the filing?

The press release is attached as Exhibit 99.1 to the Form 8-K and is expected to be available on Inspirato's investor website at https://investor.inspirato.com.