Inspirato to be Acquired by Exclusive Investments for $4.27 per Share

Inspirato entered into a definitive agreement to be acquired by Exclusive Investments. Under the terms of the agreement, Exclusive Investments will acquire all outstanding shares of Inspirato for $4.27 per share in an all-cash transaction, valuing Inspirato at an equity value of approximately $59M on a fully diluted basis. The purchase price represents an approximately 50% premium to Inspirato's closing price on December 16, the last trading day prior to the announcement of the transaction. Following the closing of the transaction, Inspirato will become a privately held company, and Inspirato's Class A common stock will no longer be listed or traded on Nasdaq. Inspirato's Board of Directors has unanimously approved the transaction and intends to recommend that Inspirato shareholders vote to adopt the definitive agreement at a special meeting of the shareholders. In connection with the transaction, Inspirato has entered into a voting and support agreement with Inspirato's largest shareholder and current Chairman and CEO, Payam Zamani, who has agreed-subject to the terms of the agreement-to vote shares he controls, representing in total approximately 36% of Inspirato's shares of Class A common stock, in favor of the transaction. The acquisition of Inspirato is expected to close in early 2026, subject to customary closing conditions, including approval by Inspirato's shareholders. Once the transaction closes, Zamani will step down from his role as Chairman and CEO of Inspirato. James Henderson, CEO of The Exclusive Collective and Exclusive Resorts, will serve as interim CEO of Inspirato until a permanent successor is appointed.