Welcome to our dedicated page for INSPIRATO INCORPORATED SEC filings (Ticker: ISPO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Inspirato Incorporated filings document the company’s luxury vacation club business, public-company capital structure, governance matters, and completed corporate-status transition. Form 8-K reports cover operating results, financial condition, material agreements, shareholder voting matters, board and officer changes, and securities disclosures tied to Class A common stock and warrants.
The filing record also includes a Form 25 for removal of the Class A common stock and warrants from Nasdaq listing and a Form 15 certifying termination or suspension of Exchange Act registration and reporting duties. Merger-related 8-K disclosure records the completed transaction in which Inspirato survived as a wholly owned subsidiary and references related equity-award and warrant matters.
Inspirato Incorporated has agreed to be acquired by Exclusive Investments in an all-cash merger. Each share of Inspirato Class A common stock will be converted into the right to receive $4.27 in cash, and the company will become a wholly owned subsidiary of Exclusive Investments and cease trading on Nasdaq. Public warrants will only be exercisable for the cash merger consideration and are unlikely to have value because their exercise price is far above $4.27, while certain investment warrants will be cashed out for the amount by which $4.27 exceeds their exercise price.
The board unanimously approved the deal after a lengthy strategic review and negotiations, citing Inspirato’s liquidity constraints, historical operating losses, and risks of remaining a standalone public company. A special meeting on February 2, 2026 will ask holders of a majority of the 12,568,022 outstanding shares as of December 23, 2025 to approve the merger, an advisory vote on merger-related executive compensation, and a potential meeting adjournment. Stockholders who do not vote for the merger may seek appraisal rights under Delaware law.
Inspirato Incorporated agreed to be acquired by Exclusive Investments, LLC through a merger where Inspirato will become a wholly owned subsidiary. At closing, each share of Class A common stock will be converted into the right to receive $4.27 per share in cash, while all restricted stock units will be cashed out based on the same price and all outstanding stock options will be cancelled for no consideration. Public warrants will remain outstanding but, after the merger, will entitle holders upon exercise to the cash amount they would have received if exercised immediately before closing, and warrants held by One Planet Group, LLC will be cashed out to the extent the cash price exceeds their exercise price.
Closing is subject to approval by a majority of Class A shareholders, absence of legal blocks, satisfaction of representations and covenants, no Company Material Adverse Effect, and effectiveness of related employment and affiliate termination agreements. Both Inspirato and Parent may owe a $1.0 million termination fee in specified circumstances, and the merger must close by March 31, 2026 or the parties may walk away. In connection with the deal, supporting stockholders owning about 36% of Class A shares agreed to vote in favor, related-party agreements with One Planet Group and Buyerlink will be terminated with final payments, Parent will assume an 8% senior secured convertible note, and a services agreement with Capital One has been terminated.
Inspirato Incorporated disclosed that it entered into an Agreement and Plan of Merger with Exclusive Investments, LLC (“Parent”) and Boomerang Merger Sub, Inc., a wholly owned subsidiary of Parent. The proposed transaction is described in a press release attached as an exhibit, indicating a planned change in control of the company through this merger structure.
The company plans to file and mail a detailed proxy statement to its shareholders regarding the proposed merger and states that shareholders are urged to read it carefully when available because it will contain important information. Shareholders will be able to access the proxy statement and related SEC filings for free on the SEC’s website, and certain directors, executive officers, and employees of Inspirato and Parent may be deemed participants in the proxy solicitation.
Inspirato Incorporated (ISPO) filed its Q3 2025 10‑Q, reporting revenue of $55.5 million, down from $69.1 million a year earlier, and a net loss of $4.5 million versus prior‑year net income of $6.6 million. Year‑to‑date revenue was $184.5 million compared with $216.7 million in 2024, reflecting lower subscriptions and fewer nights delivered.
Cash and cash equivalents were $13.7 million as of September 30, 2025, with restricted cash of $13.1 million. Net cash used in operating activities was $7.8 million for the nine months ended September 30, 2025. Deferred revenue totaled $152.7 million, including $76.8 million from subscriptions and $56.0 million from travel.
The company recorded operating lease expense of $15.9 million in the quarter and ended with total lease liabilities of $156.5 million. On March 21, 2025, Inspirato entered a 12‑month forbearance with Oakstone on its 8% Senior Secured Convertible Note due 2028; the note’s fair value adjustment was a $0.3 million loss in the quarter. On February 21, 2025, the purchaser under the One Planet investment exercised 583,099 warrants for $2.0 million in proceeds. A previously announced Buyerlink merger was mutually terminated on September 18, 2025 with no fees. An ATM program authorizing up to $17.6 million remained unused as of quarter‑end.
Inspirato (ISPO) reported two updates. The company furnished a press release with financial results for the three months ended September 30, 2025 as Exhibit 99.1. Separately, the Chief Financial Officer, Michael Arthur, resigned effective November 3, 2025, and will remain in a transitional capacity through December 31, 2025 to support financial reporting and operational continuity.
Under a transition agreement, Mr. Arthur’s outstanding, unvested time-based RSUs may become fully vested in certain circumstances, subject to applicable award agreements and the equity incentive plan. The company stated the resignation was not due to any disagreement on operations, policies, or practices. Inspirato also reminded investors of its information channels under Regulation FD, including SEC filings, press releases, public calls, its investor website, blog, and Twitter.
Inspirato Incorporated filed an amendment to update a board change. The company had disclosed that director Julie Wainwright intended to resign effective October 31, 2025. It now states that on October 30, 2025, she agreed to continue serving as a director until a replacement is appointed.
The amendment makes no other changes to the prior report and includes only a cover page exhibit.
Inspirato Incorporated (ISPO) reported a Board change. Julie Wainwright submitted her resignation from the Board of Directors and all Board committees, effective October 31, 2025. The company stated her decision was for personal reasons and not due to any disagreement regarding operations, policies, or practices. The Board expressed appreciation for her service and will conduct a search to fill the vacancy and support a smooth transition.
Inspirato Incorporated reported that its Board of Directors has approved the nomination of Jordan Spiegel to serve as a director. The nomination, made upon the recommendation of the Board’s Nominating and Corporate Governance Committee, is subject to the requisite stockholder approval, if applicable.
The company states there are no arrangements or understandings with other persons related to Mr. Spiegel’s nomination and no related party transactions requiring disclosure. If elected, he will receive compensation under Inspirato’s standard program for non-employee directors as previously described in its most recent proxy statement.
Inspirato Incorporated reported that it received an unsolicited expression of interest from a third party to acquire the company. After reviewing the proposal, the Board of Directors, acting through a Special Committee of independent directors and with legal and financial advisors, decided not to pursue a transaction.
Inspirato shareholders Brent Handler and Bradley A. Handler filed Amendment No. 4 to their Schedule 13D regarding Class A common stock of Inspirato Incorporated (ISPO). Collectively they report beneficial ownership of 528,907 and 481,235 shares respectively, representing 4.2% and 3.8% of the 12,469,941 outstanding Class A shares cited from the issuer's August 13, 2025 filing.
The Amendment supplements prior Section 220 demands to inspect Inspirato books and records and states the Reporting Persons submitted a Supplemental 220 Demand on September 24, 2025 to investigate possible breaches of fiduciary duty, mismanagement and questions about independence of executives and the board in connection with the proposed merger with Buyerlink, Inc. and competing offers by Exclusive Investments, LLC.
Inspirato shareholders Brent Handler and Bradley A. Handler filed Amendment No. 4 to their Schedule 13D regarding Class A common stock of Inspirato Incorporated (ISPO). Collectively they report beneficial ownership of 528,907 and 481,235 shares respectively, representing 4.2% and 3.8% of the 12,469,941 outstanding Class A shares cited from the issuer's August 13, 2025 filing.
The Amendment supplements prior Section 220 demands to inspect Inspirato books and records and states the Reporting Persons submitted a Supplemental 220 Demand on September 24, 2025 to investigate possible breaches of fiduciary duty, mismanagement and questions about independence of executives and the board in connection with the proposed merger with Buyerlink, Inc. and competing offers by Exclusive Investments, LLC.
Inspirato shareholders Brent Handler and Bradley A. Handler filed Amendment No. 4 to their Schedule 13D regarding Class A common stock of Inspirato Incorporated (ISPO). Collectively they report beneficial ownership of 528,907 and 481,235 shares respectively, representing 4.2% and 3.8% of the 12,469,941 outstanding Class A shares cited from the issuer's August 13, 2025 filing.
The Amendment supplements prior Section 220 demands to inspect Inspirato books and records and states the Reporting Persons submitted a Supplemental 220 Demand on September 24, 2025 to investigate possible breaches of fiduciary duty, mismanagement and questions about independence of executives and the board in connection with the proposed merger with Buyerlink, Inc. and competing offers by Exclusive Investments, LLC.
Inspirato shareholders Brent Handler and Bradley A. Handler filed Amendment No. 4 to their Schedule 13D regarding Class A common stock of Inspirato Incorporated (ISPO). Collectively they report beneficial ownership of 528,907 and 481,235 shares respectively, representing 4.2% and 3.8% of the 12,469,941 outstanding Class A shares cited from the issuer's August 13, 2025 filing.
The Amendment supplements prior Section 220 demands to inspect Inspirato books and records and states the Reporting Persons submitted a Supplemental 220 Demand on September 24, 2025 to investigate possible breaches of fiduciary duty, mismanagement and questions about independence of executives and the board in connection with the proposed merger with Buyerlink, Inc. and competing offers by Exclusive Investments, LLC.