Document

PREM14A 1 ispo-12312025xprem14a.htm PREM14A Document


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☒ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12


INSPIRATO INCORPORATED

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐ No fee required.

☐ Fee paid previously with preliminary materials.

☒ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


0904340001-1579809772-312/3.19

1544 Wazee Street
Denver, Colorado 80202
(303) 586-7771

[ ], 2026

Dear Stockholders:

On behalf of the Board of Directors of Inspirato Incorporated (“Inspirato,” the “Company,” “we,” “us,” or “our”), we are pleased to enclose the accompanying proxy statement relating to a proposed merger of Inspirato with an affiliate of Exclusive Investments, LLC, a Delaware limited liability company (“Exclusive Investments”).

On December 16, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among us, Exclusive Investments and Boomerang Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Exclusive Investments (“Merger Sub”). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Inspirato, with Inspirato surviving as a wholly owned subsidiary of Exclusive Investments (the “Merger” and the time at which the Merger takes effect, the “Effective Time”). As consideration for the Merger, each outstanding share of Inspirato’s Class A common stock, par value $0.0001 per share (the “Inspirato Common Stock”) (other than certain excluded shares as described in the accompanying proxy statement), will be automatically converted into the right to receive $4.27, without interest and subject to applicable withholding taxes (the “Merger Consideration”). In addition, each of Inspirato’s publicly traded warrants (the “Public Warrants”) outstanding immediately prior to the Effective Time will be treated in the Merger in accordance with its terms, and will represent, following the Merger, the right to receive upon exercise the Merger Consideration that holders would have received if holders had exercised their Public Warrants immediately prior to the Effective Time. The outstanding warrants issued pursuant to the Warrant to Purchase Shares of Class A Common Stock of Inspirato Incorporated, dated as of September 13, 2024, by and between One Planet Group LLC (“One Planet Group”) and the Company, as amended (the “Investment Warrants”) will be converted into the right to receive the excess of the Merger Consideration over the exercise price per share for such warrants in accordance with the Merger Agreement. Shares of Inspirato Common Stock held by stockholders who properly demand and do not withdraw or lose their appraisal rights under Delaware law will be entitled to receive payment in accordance with those rights.

To complete the Merger, the holders of a majority of the outstanding shares of Inspirato Common Stock must approve the adoption of the Merger Agreement. After careful consideration, the board of directors of Inspirato (the “Inspirato Board”) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Inspirato and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) resolved to recommend, and does recommend, that Inspirato stockholders vote “FOR” the proposal to adopt the Merger Agreement.

A special meeting of stockholders (the “Special Meeting”) will be held virtually on [ ], 2026 at 9:00 a.m., Mountain Time, at [www.virtualshareholdermeeting.com/ISPO2026SM] to vote on (1) a proposal to adopt the Merger Agreement (the “Merger Proposal”), (2) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Inspirato’s named executive officers that is based on or otherwise related to the Merger (the “Merger-Related Compensation Proposal”) and (3) a proposal to approve any adjournment of the Special Meeting for the purposes of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). The Board recommends you vote “FOR” the Merger Proposal, “FOR” the Merger Related Compensation Proposal and “FOR” the Adjournment Proposal. You will be able to attend the Special Meeting online, vote your shares electronically, and submit questions during the Special Meeting. Information about the Special Meeting, the Merger, the Merger Agreement, and the other business to be considered by stockholders at the Special Meeting is contained in the proxy statement. The Inspirato Board has fixed the close of business on December 15, 2025 as the record date for the determination of Inspirato stockholders entitled to notice of, and to vote at, the Special Meeting. We urge you to read this

proxy statement and the annexes and documents incorporated by reference carefully and also carefully consider the risks that are described under the section entitled “Risk Factors.”

Your vote is very important. We encourage you to review the accompanying proxy statement carefully for a detailed explanation of the Merger, the reasons behind the Inspirato Board’s recommendation, and the terms and conditions of the Merger Agreement. Whether or not you plan to attend the Special Meeting, we urge you to submit your vote as soon as possible in advance of the Special Meeting by following the instructions included with your proxy materials.

Thank you for your continued support.

Sincerely,

Payam Zamani

Chief Executive Officer and Chairperson of the Inspirato Board

The Merger has not been approved or disapproved by the U.S. Securities and Exchange Commission or any state securities commission. Neither the U.S. Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [ ], 2026 and is first being mailed or otherwise delivered to Inspirato stockholders on or about [ ], 2026.

INSPIRATO INCORPORATED

1544 Wazee Street

Denver, Colorado 80202

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

A special meeting of stockholders (the “Special Meeting”) of Inspirato Incorporated (“Inspirato,” the “Company,” “we,” “us,” or “our”) will be held online on [ ], 2026, at 9:00 a.m., Mountain Time, accessible via the following virtual meeting link: [www.virtualshareholdermeeting.com/ISPO2026SM], for the following purpose:

•Proposal 1 (the “Merger Proposal”): To approve the adoption of an Agreement and Plan of Merger (the “Merger Agreement”) by and among us, Exclusive Investments, LLC, a Delaware limited liability company (“Exclusive Investments”), and Boomerang Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Exclusive Investments (“Merger Sub”), pursuant to which Merger Sub will merge with and into Inspirato, with Inspirato surviving as a wholly owned subsidiary of Exclusive Investments (the “Merger”).

•Proposal 2 (the “Merger-Related Compensation Proposal”): To vote on an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to Inspirato’s named executive officers (“NEOs”) that is based on or otherwise related to the Merger; and

•Proposal 3 (the “Adjournment Proposal”): To consider and vote on a proposal to approve any adjournment of the Special Meeting for the purposes of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal.

Only holders of record of shares of Inspirato Common Stock at the close of business on December 15, 2025 (the “record date”) are entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof.

The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Inspirato Common Stock entitled to vote at the Special Meeting. If you fail to vote on the Merger Proposal, the effect will be the same as a vote against the Merger Proposal.

The accompanying proxy statement describes the Merger Agreement and transactions contemplated thereby, including the Merger, in detail. We urge you to read it carefully and in its entirety, including the section entitled “Risk Factors.”

Whether or not you plan to attend the Special Meeting, please submit your proxy as soon as possible by following the instructions included with your proxy materials. Your vote is important, and submitting your proxy will help ensure a quorum and avoid additional solicitation costs.

By order of the Inspirato Board of Directors,

Brent Wadman

General Counsel and Secretary

Denver, Colorado

[ ], 2026

iii

TABLE OF CONTENTS


NOTICE OF SPECIAL MEETING OF STOCKHOLDERS			iii
SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE SPECIAL MEETING			6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			10
RISK FACTORS			12
PARTIES TO THE MERGER			15
THE MERGER			16
THE MERGER AGREEMENT			39
THE SPECIAL MEETING			51
PROPOSAL 1 – THE MERGER PROPOSAL			53
PROPOSAL 2 – THE MERGER-RELATED COMPENSATION PROPOSAL			54
PROPOSAL 3 – ADJOURNMENT PROPOSAL			55
BUSINESS OF INSPIRATO			56
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF INSPIRATO			56
HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF INSPIRATO			56
MARKET PRICE AND DIVIDEND POLICY			57
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF INSPIRATO			58
FUTURE STOCKHOLDER PROPOSALS			60
HOUSEHOLDING			60
WHERE YOU CAN FIND MORE INFORMATION			61
ANNEX A - MERGER AGREEMENT			A-1
ANNEX B – FAIRNESS OPINION			B-1
ANNEX C – SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE			C-1

CALCULATION OF FILING FEE TABLES......................................................................................................................... EX-107

INSPIRATO INCORPORATED

PROXY STATEMENT

FOR A SPECIAL MEETING OF STOCKHOLDERS

To be held at 9:00 a.m., Mountain Time on [ ], [ ], 2026

SUMMARY

This summary highlights selected information from this proxy statement. This summary highlights selected information and does not include all the details that may be important to you. You should read the entire proxy statement carefully, including the annexes, for a more complete understanding of the Merger and the proposals to be voted on at the Special Meeting. See “Where You Can Find More Information” on page 60.

The Parties to the Merger (Page 15)

Inspirato Incorporated

Inspirato Incorporated, a Delaware corporation (“Inspirato”), is a luxury travel subscription platform providing access to a curated collection of vacation homes, hotel partners, and bespoke experiences. Its principal executive offices are located at 1544 Wazee Street, Denver, Colorado 80202, and its telephone number is (303) 586-7771. Inspirato’s Class A common stock, par value $0.0001 per share (the “Inspirato Common Stock”) is listed on the Nasdaq Stock Market, LLC (“Nasdaq”) under the symbol “ISPO.” Additional information about Inspirato is included in documents incorporated by reference in this proxy statement. See “Where You Can Find More Information” on page 60.

Exclusive Investments, LLC

Exclusive Investments, LLC (“Exclusive Investments”), a privately held Delaware limited liability company, serves as the holding company for and does business as The Exclusive Collective. The Exclusive Collective is a multi-brand luxury travel and lifestyle platform serving high-net-worth individuals and families.

Boomerang Merger Sub, Inc.

Boomerang Merger Sub, Inc. (“Merger Sub”), a privately held Delaware corporation, is a wholly owned, indirect subsidiary of Exclusive Investments that was formed solely for the purpose of facilitating the Merger. At the Effective Time of the Merger, Merger Sub will merge with and into Inspirato, with Inspirato continuing as the surviving company and a wholly owned, indirect subsidiary of Exclusive Investments.

The Merger (Page 16)

Inspirato has entered into the Agreement and Plan of Merger, dated as of December 16, 2025, by and among us, Exclusive Investments and Merger Sub (the “Merger Agreement”) . The terms and conditions of the Merger are set forth in the Merger Agreement, a copy of which is attached to this proxy statement as Annex A. You are encouraged to read the Merger Agreement in its entirety, as it is the primary legal document governing the Merger and related transactions.

Pursuant to the Merger Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), Merger Sub will merge with and into Inspirato, with Inspirato continuing as the surviving corporation and becoming a wholly owned subsidiary of Exclusive Investments. The Merger Agreement includes customary representations, warranties, and covenants of the parties, as well as conditions to closing and termination rights. It also provides for potential termination fees under certain circumstances.

If the Merger is completed, Inspirato will become a privately held company, and the Inspirato Common Stock will no longer be publicly listed.

Merger Consideration (Page 16)

At the effective time of the Merger (the “Effective Time”), each share of Inspirato Common Stock (other than certain excluded shares) will be converted into the right to receive $4.27 in cash, without interest and subject to applicable withholding taxes (the “Merger Consideration”).

Each of Inspirato’s publicly traded warrants (the “Public Warrants”) outstanding immediately prior to the Effective Time will be treated in the Merger in accordance with its terms, and will represent, following the Merger, the right to receive upon exercise the Merger Consideration that holders would have received if holders had exercised their Public Warrants immediately prior to the Effective Time. The outstanding warrants issued pursuant to the Warrant to Purchase Shares of Class A Common Stock of Inspirato Incorporated, dated as of September 13, 2024, by and between One Planet Group LLC (“One Planet Group”) and the Company, as amended (the “Investment Warrants”) will be converted into the right to receive the excess of the Merger Consideration over the exercise price per share for such warrants in accordance with the Merger Agreement. All outstanding equity awards, including awards for restricted stock units covering shares of Inspirato Common Stock (“Company RSUs”) and options to purchase shares of Inspirato Common Stock (“Company Options” and, collectively with the Company RSUs, the “Company Awards”), will be treated in accordance with the terms of the Merger Agreement, with the Company RSUs to be cancelled and converted into the right to receive the Merger Consideration with respect to the total number of shares of Inspirato Common Stock subject thereto and Company Options to be canceled without consideration. See “The Merger Agreement—Treatment of Warrants” and “The Merger Agreement—Treatment of Equity Awards.”

Prior to the Effective Time, Exclusive Investments will designate a nationally recognized bank or trust company to act as the paying agent (the “Paying Agent”) for the purposes of effecting the payment of the Merger Consideration to Inspirato stockholders. Exclusive Investments shall pay, or cause to be paid, the fees and expenses of the Paying Agent. Exclusive Investments will deposit, or cause to be deposited, with the Paying Agent cash in immediately available funds in an amount equal to the aggregate Merger Consideration. Following the completion of the Merger, after an Inspirato stockholder has provided the Paying Agent with such stockholder’s stock certificates, if applicable, and a letter of transmittal, if required by the Paying Agent, Exclusive Investments will cause the Paying Agent to pay to the stockholder the Merger Consideration to which such stockholder is entitled. Payments to holders of shares of Common Stock in book-entry form who hold such shares through The Depository Trust Company (“DTC”) will be handled in accordance with DTC’s customary procedures. See “The Merger Agreement—Payment Procedures.”

Interests of Inspirato’s Directors and Executive Officers in the Merger (Page 29)

Certain directors and executive officers of Inspirato may have interests in the Merger that are different from or in addition to those of Inspirato’s stockholders generally. These interests may include the following:

•certain directors and executive officers hold outstanding Inspirato Common Stock and Company RSUs that will be cancelled and converted into the right to receive the Merger Consideration (with respect to Company RSUs, with respect to the total number of shares of Inspirato Common Stock subject thereto), subject to applicable tax withholding;

•certain executive officers are parties to employment arrangements with Inspirato that provide for severance benefits or accelerated vesting of Company RSUs in the event of certain terminations of employment, including, with respect to Payam Zamani, Inspirato's Chief Executive Officer, as contemplated by the CEO Employment Agreement Amendment (as defined herein);

•certain key employees selected by the Inspirato Board may receive stay bonuses that will vest and become payable upon the closing of the Merger;

•Mr. Zamani through his beneficial ownership of One Planet Group and Buyerlink Inc. ("Buyerlink"), may receive the benefit of payments to which such entities are entitled upon the conversion of the Investment Warrants in the Merger and under the Affiliate Termination Agreement (as defined herein); and

•the Merger Agreement provides for continued indemnification and directors’ and officers’ liability insurance to be provided by the Surviving Company.

The board of directors of Inspirato (the “Inspirato Board”) was aware of these interests and considered them, among other matters, in evaluating and approving the Merger Agreement and the transactions contemplated thereby and in recommending that the Merger Proposal be approved by Inspirato’s stockholders. For additional details, see the section titled “The Merger—Interests of Inspirato’s Directors and Executive Officers in the Merger.”

Voting and Support Agreement (Page 32)

Concurrently with the execution of the Merger Agreement, Mr. Zamani and certain of his affiliates, including One Planet Group, of which Mr. Zamani is President, CEO and sole beneficial owner (the “Supporting Stockholders”), entered into a Voting and Support Agreement with Exclusive Investments and Inspirato pursuant to which they agreed to vote all of their shares of Inspirato Common Stock (including those owned beneficially) in favor of the adoption of the Merger Agreement and the transactions contemplated

thereby, including the Merger. The Voting and Support Agreement also contain restrictions on transfer of shares of the Inspirato Common Stock held by the Supporting Stockholders. The Supporting Stockholders collectively beneficially owned approximately 49% of the outstanding shares of Inspirato Common Stock as of the record date.

The Voting and Support Agreement will terminate upon the earliest to occur of: (i) the Effective Time, (ii) the valid termination of the Merger Agreement in accordance with its terms, (iii) the unilateral election of Exclusive Investments to terminate the Voting and Support Agreement or (iv) the mutual written agreement of Exclusive Investments and the Supporting Stockholders to terminate the Voting and Support Agreement. For additional details, see “The Merger—Ancillary Agreements—Voting and Support Agreement.”

Amendment to CEO Employment Agreement (Page 49)

Concurrently with the execution of the Merger Agreement, Mr. Zamani and Inspirato entered into an amendment to Mr. Zamani’s employment agreement (the “CEO Employment Agreement” and such amendment, the “CEO Employment Agreement Amendment”) pursuant to which, among other things, (i) Mr. Zamani’s employment with the Company will terminate without cause on the Closing Date (as defined below) and (ii) Mr. Zamani will be eligible to receive severance, subject to his timely execution (and non-revocation) of separation and release agreements, in the aggregate amount of $1.1 million, which is the same amount of severance provided for in his employment agreement prior to the amendment).

Affiliate Termination Agreement (Page 33)

Concurrently with the execution of the Merger Agreement, Inspirato entered into an Affiliate Termination Agreement with One Planet Group, of which Mr. Zamani is President, CEO and sole beneficial owner, and Buyerlink of which Mr. Zamani is the indirect, beneficial owner, pursuant to which certain existing related party agreements between One Planet Group, Buyerlink and Inspirato will be terminated as of December 31, 2025 and Inspirato will make certain final payments to One Planet Group and Buyerlink in respect of services provided under such agreements. For additional details, see “The Merger—Ancillary Agreements—Affiliate Termination Agreement.”

Capital One Termination Agreement (Page 49)

Concurrently with the execution of the Merger Agreement, Inspirato, its subsidiary Inspirato LLC (“Inspirato LLC”) and certain subsidiaries of Inspirato LLC, Oakstone Ventures, Inc. (“Oakstone Ventures”) and Capital One Services, LLC (“Capital One”) entered into a Capital One Termination Agreement (the “Capital One Termination Agreement”) pursuant to which (i) Exclusive Investments will acquire from Oakstone Ventures, at the Effective Time, the 8% Senior Secured Convertible Note of Inspirato issued to Oakstone Ventures pursuant to the Investment Agreement dated August 7, 2023 (the “Capital One Note”), pursuant to a binding term sheet between those parties and (ii) the Master Services Agreement between Inspirato LLC and Capital One dated September 29, 2023 was terminated immediately.

Recommendation of the Board of Directors and its Reasons for Determination (Page50)

The Inspirato Board has unanimously:

•determined that the Merger is advisable, fair to and in the best interests of Inspirato and its stockholders;

•approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger; and

•resolved to recommend, and does recommend, that stockholders vote “FOR” the proposal to adopt the Merger Agreement.

In making its determination to approve the Merger Agreement and recommend that Inspirato stockholders vote in favor of the Merger, the Inspirato Board considered a range of factors, including, but not limited to, the following:

•The strategic rationale for the Merger, including the opportunity for Inspirato stockholders to realize immediate and certain value in cash for their shares, particularly in light of Inspirato’s liquidity constraints and the risks associated with remaining a standalone public company.

•The financial terms of the Merger, including the Merger Consideration payable to Inspirato stockholders, which represented a significant premium to recent trading prices of Inspirato Common Stock prior to the announcement of the Merger.

•The fairness opinion received from its independent financial advisor, which concluded that, as of the date of such opinion and subject to the assumptions, qualifications, and limitations described therein, the Merger Consideration to be paid to Inspirato stockholders pursuant to the Merger Agreement is fair, from a financial point of view, to Inspirato stockholders.

•The arms-length nature of the negotiation process, including that Exclusive Investments is an unrelated third party.

•Inspirato’s constrained liquidity and limitations on access to capital, the Company’s historical operating losses, the risks associated with Inspirato’s ability to fund operations, service obligations, and execute its business plan absent a strategic transaction.

•The Inspirato Board’s belief that the Merger presented the most favorable alternative reasonably available, taking into account its review of strategic options.

For a more detailed discussion of the rationale of the Inspirato Board and supporting materials, including the fairness opinion and related analysis, please see the section titled “The Merger—Recommendation of the Board of Directors and Its Reasons for Its Determination.”

Opinion of Financial Advisor (Page23)

The Inspirato Board received an opinion from its financial advisor, Roth Capital Partners, LLC (“Roth Capital”), dated December 15, 2025, stating that, as of such date, the Merger Consideration to be received by holders of Inspirato Common Stock was fair, from a financial point of view. See “Opinion of Financial Advisor.”

Listing of Common Stock and Public Warrants (Page 33)

Following the closing of the Merger, neither the Inspirato Common Stock nor the Public Warrants will be listed on Nasdaq.

Inspirato will use its commercially reasonable efforts to maintain compliance with all Nasdaq listing requirements through the closing of the Merger.

Material U.S. Federal Income Tax Consequences (Page 33)

The exchange of Inspirato Common Stock for the Merger Consideration generally will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder (as defined under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) that exchanges shares of Inspirato Common Stock for the Merger Consideration generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (a) the amount of cash received (determined before deduction of any applicable withholding taxes) with respect to such shares and (b) such U.S. holder’s adjusted tax basis in such shares. For a more detailed discussion of certain U.S. federal income tax consequences of the Merger, including with respect to a holder of Inspirato Common Stock that is a non-U.S. holder (as defined therein), you should read “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.” You should consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Regulatory Approvals (Page

SEC Form PREM14A filed by Inspirato Incorporated