DENVER--(BUSINESS WIRE)--The Exclusive Collective and Inspirato today jointly announce the completed acquisition of Inspirato Incorporated ("Inspirato†) by Exclusive Investments, LLC ("Exclusive Investments†). CEO, James Henderson said: "We're excited to welcome Inspirato as a marquee pillar within our portfolio, supporting meaningful travel across all stages of life.†Share Under the terms of the transaction, Exclusive Investments acquired all outstanding shares of Inspirato Class A common stock for $ ...

Core Viewpoint - The proposed sale of Inspirato Incorporated to Exclusive Investments LLC is under investigation to assess whether the offered price of $4.27 per share adequately reflects the company's value [1]. Group 1: Transaction Details - Shareholders of Inspirato will receive $4.27 in cash for each share they own as part of the proposed transaction [1]. - Kahn Swick & Foti, LLC is investigating the adequacy of this consideration and the process leading to the proposed sale [1]. Group 2: Legal Rights and Contact Information - Individuals who believe the transaction undervalues the company can discuss their legal rights with Kahn Swick & Foti, LLC without obligation or cost [2]. - Contact information for KSF Managing Partner Lewis S. Kahn is provided for inquiries regarding the proposed sale [2].

Core Viewpoint - The proposed sale of Inspirato Incorporated to Exclusive Investments LLC involves shareholders receiving $4.27 in cash per share [1] Company Investigation - Former Attorney General of Louisiana Charles C. Foti, Jr. and Kahn Swick & Foti, LLC are investigating the proposed sale [1] - The investigation aims to determine the fairness of the cash consideration and the process leading to the transaction [1]

Group 1 - Class Action Attorney Juan Monteverde's firm, Monteverde & Associates PC, has recovered millions for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1] - The firm is investigating Inspirato Incorporated (NASDAQ: ISPO) regarding its sale to Exclusive Investments LLC, with shareholders expected to receive $4.27 per share in cash [1] - The firm operates from the Empire State Building in New York City and has a successful track record in trial and appellate courts, including the U.S. Supreme Court [3] Group 2 - The firm emphasizes that not all law firms are equal and encourages potential clients to inquire about their track record before hiring [3] - Monteverde & Associates PC offers free consultations for shareholders with concerns about the proposed transaction involving Inspirato [4]

Core Viewpoint - Inspirato Incorporated has agreed to a buyout deal with Exclusive Investments LLC, valuing the company at approximately $59 million, with a cash offer of $4.27 per share, representing a 50% premium over the stock's closing price on December 16 [1][2]. Acquisition Details - The acquisition will result in Inspirato's Class A common stock being delisted from Nasdaq, and the company will operate privately [2]. - The transaction has received unanimous support from Inspirato's board, which will recommend shareholder approval at a special meeting [2]. - Payam Zamani, the Chair and CEO, will vote his shares, which represent about 36% of the outstanding stock, in favor of the sale [2]. Leadership Changes - Following the acquisition, Payam Zamani will step down as CEO and chairman, with James Henderson serving as interim CEO until a permanent leader is appointed [3]. - Henderson expressed that the acquisition reflects confidence in Inspirato's potential and that private ownership can enhance stability and execution [4]. Business Model - Inspirato operates a subscription-style club model that provides access to luxury vacation homes, five-star hotels, and custom travel experiences [4]. Stock Performance - Following the announcement of the acquisition, Inspirato shares increased by 46.83%, trading at $4.175 [4].

Core Viewpoint - The Ademi Firm is investigating Inspirato for potential breaches of fiduciary duty and other legal violations related to its transaction with Exclusive Investments [1][2]. Group 1: Transaction Details - Inspirato shareholders are set to receive $4.27 per share in an all-cash transaction [2]. - The transaction includes substantial benefits for Inspirato insiders as part of change of control arrangements [2]. Group 2: Board Conduct - The transaction agreement imposes significant penalties on Inspirato if it accepts competing bids, which may limit competing transactions unreasonably [2]. - The investigation focuses on whether the Inspirato board of directors is fulfilling their fiduciary duties to all shareholders [2].

Core Insights - The launch of 'The Exclusive Collective' brings together Exclusive Resorts, Inspirato, and onefinestay to form a comprehensive private network in the luxury hospitality sector [1] Company Overview - Exclusive Resorts, Inspirato, and onefinestay are key players in the luxury hospitality market, now collaborating to enhance their offerings and customer experience [1] Industry Impact - The formation of 'The Exclusive Collective' is expected to create a significant impact on the luxury hospitality industry by providing a broader range of exclusive travel options and services [1]

Core Viewpoint - Inspirato Incorporated has entered into a definitive agreement to be acquired by Exclusive Investments LLC for $4.27 per share, valuing the company at approximately $59 million, which represents a 50% premium over its closing price on December 16, 2025 [1][2]. Group 1: Acquisition Details - The acquisition will be an all-cash transaction, and upon closing, Inspirato will become a privately held company, with its Class A common stock no longer listed on Nasdaq [1]. - Inspirato's Board of Directors has unanimously approved the transaction and will recommend that shareholders vote in favor of it at a special meeting [2]. - Payam Zamani, Inspirato's largest shareholder and current Chairman and CEO, has agreed to vote in favor of the transaction, representing approximately 36% of Inspirato's Class A common stock [2]. Group 2: Leadership Changes - Following the acquisition, Payam Zamani will step down as Chairman and CEO, with James Henderson, CEO of The Exclusive Collective and Exclusive Resorts, serving as interim CEO until a permanent successor is appointed [3]. Group 3: Strategic Intent - The acquisition is seen as a positive step for Inspirato, providing immediate value to shareholders and placing the company in the hands of an owner committed to long-term support and operational stability [3][4]. - Exclusive Investments aims to focus on execution, consistency, and value creation for subscribers, partners, and employees in the long term [4]. Group 4: Company Background - Inspirato is a luxury vacation club and property technology company that offers curated vacation options, including exclusive luxury homes and accommodations at five-star hotels [9]. - Exclusive Resorts, the parent company of Exclusive Investments, is a leading members-only club dedicated to luxury travel, with a portfolio valued at $1 billion [10].

Core Insights - Inspirato has announced the addition of several new luxury properties to its global portfolio, enhancing its offerings in Italy, Austria, and Germany [1][9] - The new properties emphasize unique accommodations combined with high-quality service, reinforcing Inspirato's commitment to providing meaningful travel experiences [9] Property Additions - Villa Sassella in Lake Como, Italy, features stunning lake and mountain views, a private pool, and easy access to lakeside towns [3] - Rocco Forte Villa Igea in Palermo, Italy, is a historic seaside palazzo with views of the Tyrrhenian Sea and elegant Art Nouveau interiors [4] - Rocco Forte House Roma in Rome, Italy, consists of five private residences that blend 18th-century architecture with modern design [5] - Rocco Forte House Milan in Milan, Italy, offers sophisticated apartments with frescoed ceilings and a tranquil courtyard [6] - Rosewood Munich in Munich, Germany, is set in two restored historic buildings and includes a wellness spa and Alpine-inspired dining [7] - Rosewood Schloss Fuschl in Salzburg, Austria, is a 15th-century lakeside castle transformed into a serene retreat with a destination spa [8] - Almanac Palais Vienna in Vienna, Austria, features restored palaces with contemporary design and proximity to cultural landmarks [9] Strategic Partnerships - The expansion of Inspirato's portfolio strengthens its partnerships with renowned luxury brands such as Rosewood, Rocco Forte, and Almanac Hotels [9] - Each new property reflects the hallmark standards of Inspirato, including iconic design, exceptional service, and immersive local experiences [9]

Revenue Performance - Revenue for Q3 2025 was $55,541,000, a decrease of 19.6% compared to $69,114,000 in Q3 2024[19] - For the three months ended September 30, 2025, total revenues decreased to $55.5 million, down 19.6% from $69.1 million in the same period of 2024[34][47] - For the nine months ended September 30, 2025, total revenues declined to $184.5 million, a decrease of 14.9% from $216.7 million for the same period in 2024[34][47] - Total revenue for the nine months ended September 30, 2025, was $184.538 million, down 14.9% from $216.741 million in 2024[127] - Total revenue decreased by $13.6 million, from $69.1 million in Q3 2024 to $55.5 million in Q3 2025, a decline of 20%[158] Profitability and Loss - Net loss for Q3 2025 was $4,521,000, compared to a net income of $6,622,000 in Q3 2024, indicating a significant shift in profitability[19] - The company reported a net loss of $5,313,000, compared to a net loss of $4,521,000 for the same period in 2024[25] - The basic earnings per share (EPS) for the three months ended September 30, 2025, was $(0.36), while for the same period in 2024, it was $0.77[90] - The diluted EPS for the three months ended September 30, 2025, was $(0.36), compared to $0.62 for the same period in 2024[91] - Net loss and comprehensive loss increased by $1.7 million from $6.5 million for the nine months ended September 30, 2024, to $8.2 million for the nine months ended September 30, 2025, an increase of 26%[173] Expenses and Cost Management - General and administrative expenses for Q3 2025 were $9,658,000, down from $19,795,000 in Q3 2024, a decrease of 51.2%[19] - General and administrative expenses decreased by $17.0 million from $48.4 million for the nine months ended September 30, 2024, to $31.4 million for the nine months ended September 30, 2025, a decrease of 35%[180] - Sales and marketing expenses decreased by $8.7 million from $24.7 million for the nine months ended September 30, 2024, to $16.0 million for the nine months ended September 30, 2025, a decrease of 35%[181] - Technology and development expenses decreased by $2.9 million from $6.0 million for the nine months ended September 30, 2024, to $3.1 million for the nine months ended September 30, 2025, a decrease of 48%[183] Assets and Liabilities - Total current assets decreased to $45,869,000 as of September 30, 2025, down from $58,383,000 at the end of 2024, a reduction of 21.4%[17] - Total liabilities decreased to $362,263,000 as of September 30, 2025, compared to $403,737,000 at the end of 2024, a decline of 10.3%[17] - Total assets decreased to $228,286,000 as of September 30, 2025, down from $273,885,000 at the end of 2024, a reduction of 16.6%[17] - Cash and cash equivalents decreased to $13,715,000 from $21,845,000, representing a decrease of 37.2%[17] Cash Flow and Financing Activities - The company generated $2,058,000 in net cash from financing activities, primarily from proceeds of $10,000,000 from the Investment Agreement[25] - Net cash used in operating activities decreased from $22.7 million in 2024 to $7.8 million in 2025, driven by changes in operating assets and liabilities[198] - Net cash used in investing activities decreased from $4.8 million in 2024 to $2.5 million in 2025, due to lower expenditures for property and equipment[199] - Net cash provided by financing activities decreased from $9.4 million in 2024 to $2.1 million in 2025, primarily due to the absence of proceeds from the Investment Agreement[200] Revenue Sources and Trends - Subscription revenue fell by $3.6 million, from $23.0 million in Q3 2024 to $19.4 million in Q3 2025, primarily due to a 14% decrease in the number of subscriptions[160] - Active subscriptions decreased from 12,400 as of September 30, 2024, to 10,700 as of September 30, 2025, reflecting a decline in market penetration[145] - Total travel revenue decreased by $8.7 million, from $42.6 million in Q3 2024 to $33.9 million in Q3 2025, driven by lower paid nights delivered[159] Operational Changes and Future Plans - The Company is executing a Reorganization Plan to address operational challenges and improve liquidity[35] - The Company has plans for market expansion through curated luxury experiences and personalized services to enhance customer satisfaction[28] - The Company believes its plans will allow it to meet projected working capital and capital expenditure requirements for at least the next twelve months[38] Legal and Compliance Issues - The Company is involved in ongoing legal disputes with former executives, with litigation currently in the discovery phase[105][106] - The Company paid a full and final settlement amount of $0.3 million for the termination of the Tax Receivable Agreement on August 9, 2024[81]