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[SCHEDULE 13D/A] Inspirato Inc SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A
Rhea-AI Filing Summary

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.

Positive
  • Supplemental Section 220 demand demonstrates active shareholder oversight seeking transparency from management
  • Clear ownership disclosure specifies exact share counts and percentage of the 12,469,941 Class A shares outstanding
Negative
  • Allegations of possible breaches of fiduciary duty and mismanagement tied to the Proposed Merger with Buyerlink, Inc.
  • Concerns about independence and disinterestedness of senior executives and the board in connection with the Proposed Merger and Exclusive Offers

Insights

TL;DR: Shareholders expanded a Section 220 inspection to probe potential fiduciary breaches tied to a proposed merger and competing offers.

The Amendment No. 4 formalizes increased scrutiny of the board and senior management after the initial 220 demand, focusing on potential breaches of fiduciary duty, mismanagement and director/officer independence with respect to the Proposed Merger with Buyerlink, Inc. and the Exclusive Offers. A supplemental 220 demand signals escalation in shareholder activism and could lead to further disclosure, litigation or negotiation leverage if the records substantiate the Reporting Persons' concerns.

TL;DR: Two significant insiders/trust beneficiaries increased document inspection efforts; holdings represent low-single-digit stakes.

The filing discloses precise holdings and percent ownership using the issuer's reported 12,469,941 Class A shares outstanding. The Reporting Persons rely on trust and record holdings rather than open-market purchases, and the action is information-seeking rather than an announced transaction. Market impact will depend on findings from the supplemental inspection and any subsequent disclosures or legal steps.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The amount reported in rows 7 and 9 consists of 22,218 shares of Class A common stock held of record by Brent Handler. (2) The amount reported in rows 8 and 10 consists of (i) 487,830 shares of Class A common stock held of record by Brent L. Handler Revocable Trust for which Brent Handler serves as a trustee and (ii) 18,859 shares of Class A common stock held of record by the Brent L. Handler Descendant's Trust for which Brent Handler serves as a trustee. (3) The reported percentage is based on the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Person as set forth in Row 11 by (b) 12,469,941 shares of Class A common stock outstanding as of August 11, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 13, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The amount reported in rows 8 and 10 consists of (i) 481,235 shares of Class A common stock held of record by Handler Revocable Trust for which Bradley Handler serves as a trustee and (ii) 334,497 shares of Class A common stock held of record by the HFIN 2020 Trust for which Bradley Handler is the beneficiary. (2) The reported percentage is based on the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Person as set forth in Row 11 by (b) 12,469,941 shares of Class A common stock outstanding as of August 11, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 13, 2025.


SCHEDULE 13D


Brent Handler
Signature:/s/ Brent Handler
Name/Title:Brent Handler
Date:09/24/2025
Bradley A. Handler
Signature:/s/ Bradley A. Handler
Name/Title:Bradley A. Handler
Date:09/24/2025

FAQ

Who filed the Schedule 13D/A for Inspirato (ISPO)?

The filings were made by shareholders Brent Handler and Bradley A. Handler.

How many Class A shares do the Reporting Persons beneficially own?

Brent Handler reports 528,907 shares (4.2%) and Bradley A. Handler reports 481,235 shares (3.8%) of Class A stock.

What action did the Reporting Persons take on September 24, 2025?

They filed a Supplemental Section 220 demand to inspect Inspirato's books and records to further investigate management and board actions.

What issues are the Reporting Persons investigating?

They are investigating possible breaches of fiduciary duty, mismanagement and questions about the independence of executives and directors related to the Proposed Merger and Exclusive Offers.

Which proposed merger and competing offers are referenced?

The filing references the proposed merger with Buyerlink, Inc. and competing offers by Exclusive Investments, LLC.
INSPIRATO INCORPORATED

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