Inspirato (ISPO) Proxy Filing summary

Executive summary

• Agreement reached for acquisition by Exclusive Investments, LLC, parent of Exclusive Resorts, for $4.27 per share in an all-cash deal, valuing the company at approximately $59 million on a fully diluted basis.

• The purchase price represents a 50% premium to the closing price on December 16, 2025.

• Transaction expected to close in early 2026, subject to customary closing conditions and shareholder approval.

• Following the transaction, the company will become privately held and its Class A common stock will be delisted from Nasdaq.

• No immediate changes to operations, roles, or member benefits are planned prior to closing.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the proposed acquisition at a special meeting.

• Proxy statement and related materials will be filed with the SEC and mailed to shareholders.

Board of directors and corporate governance

• Upon closing, the current Chairman and CEO will step down; James Henderson, CEO of The Exclusive Collective and Exclusive Resorts, will serve as interim CEO until a permanent successor is appointed.

• Directors, executive officers, and certain employees may be considered participants in the proxy solicitation.