Exclusive $3.15 cash proposal for Inspirato prompts shareholder push to revisit merger

Rhea-AI Filing Summary

In this Amendment No. 2 to Schedule 13D, reporting persons Brent Handler and Bradley A. Handler update their prior filing regarding Class A common stock of Inspirato Incorporated (ISPO). The filing discloses that on September 4, 2025 the company received an unsolicited, non-binding all-cash proposal from Exclusive Investments, LLC to acquire Inspirato for $3.15 per share, implying about $39 million in aggregate value. The Reporting Persons state the Exclusive Proposal appears to offer a premium relative to the previously announced Proposed Merger with Buyerlink, Inc., and urge Inspirato's board and special committee to engage with Exclusive and fulfill fiduciary duties. The filing reiterates the Reporting Persons' continued concerns about the Proposed Merger and questions how Buyerlink was valued at $326 million compared with a public estimate of "somewhere over $100 million."

Positive

• Exclusive all-cash proposal disclosed at $3.15 per share, implying approximately $39 million aggregate value
• Reporting persons publicly urged the board to engage with the bidder, which may help ensure a competitive process

Negative

• Reporting persons express concerns about the Proposed Merger with Buyerlink, indicating potential shareholder opposition
• Discrepancy highlighted in Buyerlink valuation (reported $326 million vs. public estimate of "somewhere over $100 million"), raising transparency questions

Insights

Corporate Governance Expert

TL;DR: Significant bid emerges that may shift board deliberations; shareholders urge engagement to maximize cash value.

The filing conveys that a third party submitted a $3.15 per share all-cash, non-binding proposal, which the reporting holders view as superior to the pending Buyerlink transaction. From a governance perspective, the public push by substantial holders to compel board engagement is a common tactic to ensure fiduciary processes include better offers. The report cites an implied aggregate transaction value of approximately $39 million and contrasts Buyerlink's reported $326 million valuation with a public statement valuing Buyerlink at "somewhere over $100 million," raising questions about valuation transparency in the Proposed Merger.

M&A Specialist

TL;DR: An unsolicited $3.15/share cash proposal may force re-evaluation of the pending merger terms and process.

Materially, an all-cash $3.15 per share proposal provides a clear value reference point for the board and special committee. Although non-binding, it can change negotiation dynamics and trigger fiduciary re-assessment of the Buyerlink deal. The reporting persons' public critique of Buyerlink's valuation rationale signals potential shareholder resistance to the Proposed Merger unless the board tests alternative bids or justifies its valuation methods.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Inspirato Incorporated

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

45791E107

(CUSIP Number)

Brent Handler
5 Covington Drive,
Englewood, CO, 80113
2063894533

Brad Handler
3621 21st Street,
Boulder, CO, 80304
2063894533

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/05/2025

(Date of Event Which Requires Filing of This Statement)

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

CUSIP No. 45791E107

1

Name of reporting person

Brent Handler

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 22,218.00
8	Shared Voting Power 515,764.00
9	Sole Dispositive Power 22,218.00
10	Shared Dispositive Power 515,764.00

11

Aggregate amount beneficially owned by each reporting person

537,982.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.3 %

14

Type of Reporting Person (See Instructions)

IN

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) 496,905 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

CUSIP No. 45791E107

1

Name of reporting person

Bradley A. Handler

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 481,235.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 481,235.00

11

Aggregate amount beneficially owned by each reporting person

481,235.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.8 %

14

Type of Reporting Person (See Instructions)

IN

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

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Inspirato Incorporated
(c)	Address of Issuer's Principal Executive Offices: 1544 Wazee Street, Denver, COLORADO , 80202.
Item 1 Comment: This Amendment No. 1 (the "Amendment"), which supplements and amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 31, 2025, as amended (the "Original Schedule 13D") filed on behalf of Brent Handler and Bradley Handler, collectively referred to herein as the "Reporting Persons", relating to the Class A Common Stock, par value $0.0001 per share ("Shares"), of Inspirato Incorporated, a Delaware corporation (the "Issuer" or "Inspirato"). The Original Schedule 13D is hereby amended to the extent hereinafter expressly set forth and, except as amended hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used but not defined in this Amendment shall have the same meanings herein as are ascribed to such terms in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: (a) and (b) On September 4, 2025, the Issuer disclosed it had received an unsolicited non-binding written proposal (the "Exclusive Proposal") from Exclusive Investments, LLC ("Exclusive") to acquire Inspirato for an all-cash purchase price of $3.15 per share, representing an aggregate transaction value of approximately $39 million. The Reporting Persons believe that an all-cash proposal provides significantly more value to all stockholders of Inspirato than the Issuer's existing proposed merger with Buyerlink, Inc. (the "Proposed Merger"). We also note that the Exclusive Proposal is at a premium to the value the market has ascribed to the Proposed Merger based on the Issuer's trading price since announcement of the Proposed Merger. We therefore strongly encourage the board of directors and special committee of Inspirato to engage with Exclusive and comply with its fiduciary obligations to all stockholders of the Issuer. The Reporting Persons also continue to believe that the Proposed Merger with Buyerlink presents significant concerns. In addition to the concerns previously publicly noted by the Reporting Persons and others, we also question how the parties to the Proposed Merger arrived at a valuation of Buyerlink of $326 million, when Payam Zamani publicly estimated Buyerlink's value at "somewhere over $100 million" in an interview with Business Insider in July 2024.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Brent Handler

Signature:	/s/ Brent Handler
Name/Title:	Brent Handler
Date:	09/05/2025

Bradley A. Handler

Signature:	/s/ Bradley A. Handler
Name/Title:	Bradley A. Handler
Date:	09/05/2025

FAQ

What price did Exclusive Investments offer for Inspirato (ISPO)?

Exclusive Investments submitted a non-binding all-cash proposal of $3.15 per share, implying about $39 million in aggregate value.

Who filed this Schedule 13D/A and how many shares do they report?

The filing was made by Brent Handler and Bradley A. Handler. Brent reports beneficial ownership of 537,982 shares and Bradley reports 481,235 shares.

What action are the reporting persons requesting from Inspirato's board?

They urge the board and special committee to engage with Exclusive Investments and to comply with their fiduciary obligations to all stockholders.

What concerns do the reporting persons raise about the Proposed Merger with Buyerlink?

They state the Proposed Merger presents significant concerns and question how Buyerlink's valuation was determined given a public estimate that differed markedly from the reported $326 million.

Is the Exclusive proposal binding?

No. The filing describes the proposal as an unsolicited non-binding written proposal received on September 4, 2025.