Inspirato (ISPO) Proxy Filing summary

Executive summary

• Inspirato entered into a Merger Agreement with Exclusive Investments and Boomerang Merger Sub, Inc. on December 16, 2025, under which Inspirato will become a wholly owned subsidiary of Exclusive Investments and cease to be publicly traded, with each share converted into $4.27 in cash at closing, subject to approval and closing conditions.

• The board unanimously recommends stockholders vote in favor of the merger, citing immediate cash value, a premium to recent trading prices, and the company's liquidity constraints and operating risks as key factors.

• The merger is expected to close in Q1 2026, pending stockholder approval and satisfaction of customary conditions; if not approved, Inspirato will remain public and may owe a termination fee.

Voting matters and shareholder proposals

• Stockholders will vote on three proposals: (1) approval of the Merger Agreement, (2) advisory approval of merger-related executive compensation, and (3) adjournment of the meeting to solicit more proxies if needed.

• Approval of the merger requires a majority of outstanding shares; the board recommends voting FOR all proposals.

• Appraisal rights are available for stockholders who do not vote in favor and comply with Delaware law.

Board of directors and corporate governance

• The board established a Special Committee of independent directors to evaluate strategic alternatives and negotiate the transaction.

• The board considered strategic alternatives, including a prior merger proposal with Buyerlink, and determined the Exclusive Investments offer was the best available.

• A Voting and Support Agreement was executed with major shareholders, representing about 36% of shares, to vote in favor of the merger.