UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
10-Q
(Mark One)
For the quarterly period ended
September 30, 2025
OR
For the transition period from ___________ to ___________
Commission File Number:
001-39791
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (
303
)
586-7771
Not applicable
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s)
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Name of each exchange on which registered | ||||||||||||
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The
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The
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
x
No
o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
x
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | ¨ | |||||||||||
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x | Smaller reporting company |
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| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x
As of October 31, 2025, the registrant had outstanding
12,629,500
shares of Class A Common Stock and
8,624,792
Warrants.
Table of Contents
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1
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Our forward-looking statements include, but are not limited to, statements regarding our and our management team’s hopes, beliefs, intentions or strategies regarding the future or future events or our future financial or operating performance. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-Q may include, for example, statements about:
•
Our contractual relationship with Capital One Services, LLC (“Capital One”);
•
Our ability to service our outstanding indebtedness and satisfy related covenants;
•
The impact of changes to our executive management team;
•
Our ability to comply with the continued listing standards of Nasdaq and the continued listing of our securities on Nasdaq;
•
Changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans;
•
The implementation, market acceptance and success of our business model, growth strategy and new products;
•
Our expectations and forecasts with respect to the size and growth of the travel and hospitality industry;
•
The ability of our services to meet members’ needs;
•
Our ability to compete with others in the luxury travel and hospitality industry;
•
Our ability to attract and retain qualified employees and management;
•
Our ability to adapt to changes in consumer preferences, perception and spending habits and develop and expand our destination or other product offerings and gain market acceptance of our services, including in new geographic areas;
•
Our ability to develop and maintain our brand and reputation;
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Developments and projections relating to our competitors and our industry;
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The impact of natural disasters, acts of war, terrorism, widespread global pandemics or illness on our business and the actions we may take in response to them;
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Expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”);
•
Our future capital requirements and sources and uses of cash;
•
The impact of our reductions in workforce on our expenses;
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The impact of market conditions on our financial condition and operations, including fluctuations in interest rates and inflation;
•
Our ability to obtain funding for our operations and future growth;
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Our ability to generate positive cash flow from operations, achieve profitability, and obtain additional financing or access the capital markets to manage our liquidity;
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The impact on our liquidity of the obligations in our contractual agreements, including covenants therein;
•
The impact of the One Planet Group LLC investment agreement and financing; and
•
Our business, expansion plans and opportunities and other strategic alternatives that we may consider, including, but not limited to, mergers, acquisitions, investments, divestitures, and joint ventures.
We caution you that the foregoing list does not contain all of the forward-looking statements made in this Form 10-Q. Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievements. Actual results are subject to numerous
2
risks and uncertainties, including those related to the factors described above and as detailed in Part I, Item 1A of our most recent Annual Report on Form 10-K (“Form 10-K”) filed with the Securities and Exchange Commission (“SEC”), those discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2 of this Form 10-Q and in Part II, Item 7 of our Form 10-K and those discussed in other documents we file with the SEC.
Should one or more of the risks or uncertainties described herein or in any other documents we file with the SEC occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.
Investors should consider the risks and uncertainties described herein and should not place undue reliance on any forward-looking statements. We do not undertake, and specifically disclaim, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Form 10-Q and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
3
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
INSPIRATO INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value, unaudited)
|
September 30,
2025 |
December 31,
2024 |
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| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Restricted cash |
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| Accounts receivable, net |
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| Accounts receivable, net – related parties |
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| Prepaid member travel |
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| Prepaid expenses |
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| Other current assets |
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| Total current assets |
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| Right-of-use assets |
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| Goodwill |
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| Property and equipment, net |
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| Other noncurrent assets |
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| Total assets | $ |
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$ |
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| Liabilities | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and accrued liabilities | $ |
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$ |
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| Accounts payable and accrued liabilities - related parties |
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| Deferred revenue |
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| Lease liabilities |
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| Total current liabilities |
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| Deferred revenue, noncurrent |
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| Lease liabilities, noncurrent |
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| Convertible note |
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| Other noncurrent liabilities |
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| Total liabilities |
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Commitments and contingencies (Note 14)
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| Equity (Deficit) | |||||||||||
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Class A Common Stock, par value $
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Class B Common Stock, par value $
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Class V Common Stock, $
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Preferred Stock, par value $
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| Additional paid-in capital |
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| Accumulated deficit |
(
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(
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| Total deficit |
(
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(
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| Total liabilities and deficit | $ |
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$ |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
INSPIRATO INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(in thousands, except per share amounts, unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ |
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$ |
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$ |
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$ |
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| Cost of revenue |
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| Gain on lease termination |
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(
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(
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| Gross margin |
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| General and administrative |
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| Sales and marketing |
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| Operations |
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| Technology and development |
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| Depreciation and amortization |
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| Interest expense, net |
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| Loss (gain) on fair value instruments |
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(
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| Restructuring charges |
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| Other expense (income), net |
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(
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| (Loss) income and comprehensive (loss) income before income taxes |
(
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(
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(
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| Income tax expense |
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| Net (loss) income and comprehensive (loss) income |
(
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(
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(
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| Net (loss) income and comprehensive (loss) income attributable to noncontrolling interests |
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(
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| Net (loss) income and comprehensive (loss) income attributable to Inspirato Incorporated | $ |
(
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$ |
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$ |
(
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$ |
(
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| (Loss) Income Attributable to Inspirato Incorporated per Class A Share | |||||||||||||||||||||||
| Basic net (loss) income attributable to Inspirato Incorporated per Class A share | $ |
(
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$ |
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$ |
(
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$ |
(
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| Diluted net (loss) income attributable to Inspirato Incorporated per Class A share | $ |
(
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$ |
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$ |
(
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$ |
(
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5
INSPIRATO INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)
(in thousands, unaudited)
| Additional | |||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class V Common Stock | Paid-in | Accumulated | Noncontrolling | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Capital | Deficit | Interests | Total | ||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2024 |
|
$ |
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$ |
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$ |
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$ |
(
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$ |
(
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$ |
(
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| Net income and comprehensive income | — | — | — | — | — |
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| Equity-based compensation | — | — | — | — |
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— | — |
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| Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes |
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— | — | — |
(
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— | — |
(
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| Issuance of Class A shares upon conversion of Class V shares |
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— |
(
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— |
(
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— |
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| Balance as of March 31, 2024 |
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(
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(
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(
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| Net loss and comprehensive loss | — | — | — | — | — |
(
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(
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(
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| Equity-based compensation | — | — | — | — |
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— | — |
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| Issuance of common stock through employee stock purchase plan |
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— | — | — |
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— | — |
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| Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes |
|
— | — | — |
(
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— | — |
(
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| Issuance of Class A shares upon conversion of Class V shares |
|
— |
(
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— |
(
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— |
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| Balance as of June 30, 2024 |
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(
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(
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(
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| Net income and comprehensive income | — | — | — | — | — |
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| Equity-based compensation | — | — | — | — |
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— | — |
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| Issuance of Class A shares pursuant to Investment Agreement |
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— | — |
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— | — |
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| Issuance of Investment Warrants and Investment Agreement Option pursuant to the Investment Agreement | — | — | — | — |
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— | — |
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| Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes |
|
— | — | — |
(
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— | — |
(
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| Issuance of Class A shares upon conversion of Class V shares |
|
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(
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(
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(
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— |
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| Balance as of September 30, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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| Balance as of January 1, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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| Net income and comprehensive income | — | — | — | — | — |
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| Equity-based compensation | — | — | — | — |
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— | — |
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| Issuance of common stock upon vesting of restricted stock units |
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— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants |
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— | — | — |
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— | — |
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| Balance as of March 31, 2025 |
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(
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(
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| Net loss and comprehensive loss | — | — | — | — | — |
(
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(
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| Equity-based compensation | — | — | — | — |
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— | — |
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| Issuance of common stock through employee stock purchase plan |
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— | — | — |
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— | — |
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| Issuance of common stock upon vesting of restricted stock units |
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— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 |
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(
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(
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| Net loss and comprehensive loss | — | — | — | — | — |
(
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(
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| Equity-based compensation | — | — | — | — |
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— | — |
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| Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes |
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— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6
INSPIRATO INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
| Nine months ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ |
(
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$ |
(
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| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization |
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| Loss on disposal of fixed assets |
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| Gain on fair value instruments |
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(
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| Right-of-use asset impairments and (gain) on lease termination |
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(
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| Paid-in-kind interest |
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| Equity‑based compensation |
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| Amortization of right-of-use assets |
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| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net |
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| Accounts receivable, net – related parties |
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| Prepaid member travel |
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| Prepaid expenses |
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| Other assets |
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(
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| Accounts payable and accrued liabilities |
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(
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| Accounts payable and accrued liabilities - related parties |
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| Deferred revenue |
(
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(
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| Lease liabilities |
(
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(
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| Other liabilities |
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| Net cash used in operating activities | $ |
(
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$ |
(
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| Cash flows from investing activities: | |||||||||||
| Purchase of property and equipment | $ |
(
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$ |
(
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| Development of internal-use software |
(
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(
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| Net cash used in investing activities | $ |
(
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$ |
(
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| Cash flows from financing activities: | |||||||||||
| Proceeds from the Investment Agreement | $ |
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$ |
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| Proceeds from exercise of Investment Warrants |
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| Payments of employee taxes for share-based awards |
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(
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| Proceeds for purchases of shares for employee stock purchase plan |
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| Net cash provided by financing activities | $ |
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$ |
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| Net decrease in cash, cash equivalents and restricted cash | $ |
(
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$ |
(
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| Cash, cash equivalents and restricted cash – beginning of period |
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| Cash, cash equivalents and restricted cash – end of period | $ |
|
$ |
|
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
7
INSPIRATO INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Nature of Business
Inspirato Incorporated and its subsidiaries (the “Company”, also referred to as “Inspirato”) is a private, luxury hospitality club that provides its members with access to an exclusive portfolio of high-end vacation homes, luxury hotels and curated travel experiences worldwide. The club offers personalized service, dedicated trip planning and seamless access to exceptional properties through its innovative model designed to ensure the service, certainty and value that discerning customers demand.
For members, the Company offers access to a diverse portfolio of curated luxury vacation options that include approximately
320
private luxury vacation homes available to the Company’s members and accommodations at approximately
220
luxury hotel and resort partners in over
160
destinations around the world as of September 30, 2025. The Company’s portfolio also includes
Inspirato Only
experiences, which are curated, one-of-a-kind member-only experiences such as luxury safaris, cruises and other experiences, as well as
Bespoke
trips, which offer individualized, custom-designed “bucket list” itineraries based on the exact specifications of the member. Every Inspirato trip comes with the Company’s personalized service envelope — including pre-trip planning, on-site concierge and daily housekeeping — designed to meet the needs of discerning travelers and drive exceptional customer satisfaction.
As of September 30, 2025, the Company’s only subsidiary is Inspirato LLC. Inspirato LLC generally has subsidiaries in the jurisdictions where the Company has rental properties. These entities typically lease local properties.
Investment Agreement
On August 12, 2024, the Company entered into an investment agreement (the “Investment Agreement”) with One Planet Group LLC, a Delaware limited liability company ("One Planet Group" or the “Purchaser”), to sell
2.9
million shares of Class A Common Stock at $
3.43
per share, and
2.9
million warrants (the “Investment Warrants”) each redeemable for a share of Class A Common Stock (pursuant to the "Investment Warrant Agreement"), for an aggregate purchase price of $
10.0
million (the “One Planet Group Financing”). At the initial closing on August 13, 2024, the Purchaser acquired the first tranche of
1,335,271
shares for $
4.6
million. At the second closing on September 13, 2024, the Purchaser acquired the remaining
1,580,180
shares and the
2.9
million Investment Warrants for $
5.4
million. In addition, pursuant to the Investment Agreement, on December 9, 2024, the Purchaser exercised an additional option to acquire
728,863
additional shares of Class A Common Stock and
728,863
warrants, each redeemable for one share of Class A Common Stock, for $
3.43
per share for an aggregate purchase price of $
2.5
million. In connection with the exercise of the Purchaser's option, the Investment Warrant Agreement was amended to increase the number of Investment Warrants issuable to up to
3.6
million (collectively, the “Investment Agreement Option”). Each Investment Warrant can be exercised in exchange for a share of Class A Common Stock at $
3.43
per share and is exercisable for
5
years from the date of issuance. On February 21, 2025, the Purchaser exercised
583,099
Investment Warrants, resulting in $
2.0
million of proceeds to the Company.
Further, on October 22, 2024, the Company entered into
two
secondary investment agreements (collectively the “Secondary Investment Agreements”) to sell
two
investors a total of
757,576
shares of Class A Common Stock at $
3.96
per share, the closing price on October 22, 2024, for an aggregate purchase price of $
3.0
million.
Buyerlink Merger Agreement and Subsequent Mutual Termination Agreement
On June 25, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Buyerlink Inc. ("Buyerlink"), which is wholly owned by One Planet Ops Inc. (“One Planet Ops”). One Planet Ops is a wholly owned subsidiary of One Planet Group, which is a related party of Inspirato because One Planet Group is owned by Payam Zamani, Chief Executive Officer ("CEO") and Chairperson of the Board of the Company. On September 18, 2025, the Company entered into a mutual termination agreement (the “Mutual Termination Agreement”) with Buyerlink pursuant to which the parties mutually terminated the Merger Agreement. The Mutual Termination Agreement provides that the Merger Agreement is terminated and shall be of no further force or effect, except that provisions expressly stated to survive termination shall remain in effect in accordance with their terms. The Mutual Termination Agreement further provides that no termination fee or reverse termination fee is payable by any party and that each party will bear its own fees and expenses incurred in connection therewith. The Mutual Termination Agreement also includes mutual releases subject to customary exceptions for obligations that expressly survive termination.
8
Transaction costs in connection with the Merger Agreement were expensed as incurred. During both the three and nine months ended September 30, 2025, the Company incurred $
0.8
million and $
1.6
million, respectively, in transaction costs, which were recorded to general and administrative expenses within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
Liquidity
During the year ended December 31, 2024 and the nine months ended September 30, 2025, the Company experienced declines in active paid member subscriptions (“Subscriptions”), which are
paid in full and for which the Company expects payment for renewal,
and nights delivered. As a result of these negative trends, revenues declined to $
55.5
million and $
184.5
million for the three and nine months ended September 30, 2025, respectively, from $
69.1
million and $
216.7
million for the three and nine months ended September 30, 2024, respectively. The Company also experienced cash flows from operating activities of negative $
2.2
million, negative $
7.8
million, negative $
13.7
million and negative $
22.7
million for the three and nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the Company had $
13.7
million of cash and cash equivalents and $
13.1
million of restricted cash compared to $
21.8
million of cash and cash equivalents and $
13.2
million of restricted cash as of December 31, 2024.
As a result of the continued operational challenges and significance of those conditions in relation to the Company’s liquidity needs during the year ended December 31, 2024, management developed and has continued to execute on plans to address improvements in operations, including the Reorganization Plan, as defined and discussed in Note 18 – Restructuring Charges, which was developed in conjunction with the One Planet Group Financing. Management continues to execute on the Reorganization Plan as it relates to the ongoing review of expenses and business processes.
On March 21, 2025, the Company entered into a twelve-month Forbearance and Amendment Agreement (the "Agreement") with Oakstone Ventures, Inc. ("Oakstone"), an affiliate of Capital One Services LLC ("Capital One"), the holder of the Company’s
8
% Senior Secured Convertible Note due in 2028 (the "Note"). Pursuant to the Agreement, Oakstone agreed to forbear from exercising its contractual right under the Note to require redemption in the event the Company fails to meet the minimum liquidity threshold (as defined in the related Commercial Agreement discussed in Note 7 – Debt) during the forbearance period. The Agreement is intended to provide the Company with increased operational flexibility as it continues to pursue long-term strategic initiatives. All other terms of the Note remain unchanged.
Additionally, on September 24, 2024, the Company entered into an equity distribution agreement (the "Sales Agreement") with Northland Securities, Inc. ("Northland") to sell shares of the Company's Class A Common Stock, from time to time, through an "at the market offering" program under which Northland will act as sales agent or principal. The Company has an aggregate offering of up to $
17,582,393
of Class A Common Stock for sale under the Sales Agreement and has not begun to sell shares under the Sales Agreement as of September 30, 2025.
(2) Significant Accounting Policies
(a)
Basis of Presentation
These unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements and the accompanying notes (collectively, the “Condensed Consolidated Financial Statements”) should be read together with the audited consolidated financial statements and accompanying notes included in the Company’s 2024 Form 10-K, which was filed with the SEC on March 26, 2025.
These Condensed Consolidated Financial Statements have been prepared on the same basis as the audited consolidated financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2025 and the results of operations for the three and nine months ended September 30, 2025 and 2024. The results of operations for the three and nine months ended September 30,
9
2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025 or any other future interim or annual period.
All amounts presented in these Condensed Consolidated Financial Statements are expressed in thousands of U.S. dollars, except per share amounts and unless otherwise noted.
See Note 2 – Significant Accounting Policies to the audited consolidated financial statements in the Company’s 2024 Form 10-K for a summary and discussion of the Company’s significant accounting policies, except as updated below.
(b)
Use of Estimates
(c)
Recently Issued Accounting Pronouncements Not Yet Adopted
The Company’s 2024 Form 10-K, which was filed with the SEC on March 26, 2025, included Financial Accounting Standards Board ("FASB") Accounting Standards Updates ("ASUs") which the Company assessed their impact and the standard's adoption period and these ASU conclusions the Company has reached have not changed as of September 30, 2025. In addition to those the Company has considered the following updates:
In January of 2025, the FASB issued ASU No. 2025-01,
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying The Effective Date
(“ASU 2025-01”). This guidance was issued to clarify the effective date of ASU No. 2024-03,
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
("ASU 2024-03"). This guidance requires disclosure, in the notes to the financial statements, of specified information about certain costs and expenses. The guidance is effective for all public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of ASU 2024-03 on the Consolidated Financial Statements.
In July of 2025, the FASB issued ASU No. 2025-05,
Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets for Private Companies and Certain Not-for-Profit Entities (PCC)
("ASU 2025-05"). This guidance was issued to address challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses. This guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of ASU 2025-05 on the Consolidated Financial Statements.
10
(3) Revenue
Revenues are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Residence and hotel travel | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Experiences and bespoke travel |
|
|
|
|
|||||||||||||||||||
| Total Travel |
|
|
|
|
|||||||||||||||||||
| Subscription |
|
|
|
|
|||||||||||||||||||
| Rewards and other revenue |
|
|
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The Company recognizes assets and liabilities associated with its contracts with its members. Contract assets include commissions paid to the Company’s employees for obtaining contracts with initial terms greater than one year; these costs are capitalized and amortized over the life of the related contracts. As of September 30, 2025, the balance of capitalized commissions was $
2.6
million, of which $
1.1
million is included within other current assets and $
1.5
million is included within other noncurrent assets on the Condensed Consolidated Balance Sheet. At December 31, 2024, the balance of capitalized commissions was $
2.8
million, of which $
1.2
million is included within other current assets and $
1.6
million is included within other noncurrent assets on the Condensed Consolidated Balance Sheet. During the three and nine months ended September 30, 2025 and 2024, the Company recognized $
0.3
million, $
1.0
million, $
0.4
million and $
1.5
million, respectively, of amortization expense in sales and marketing within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Contract liabilities include deferred revenue as discussed below.
Assets and liabilities related to contracts with members are as follows (in thousands):
|
September 30,
2025 |
December 31,
2024 |
||||||||||
| Assets: | |||||||||||
| Accounts receivable, net | $ |
|
$ |
|
|||||||
| Prepaid member travel | $ |
|
$ |
|
|||||||
| Other current assets | $ |
|
$ |
|
|||||||
| Other noncurrent assets | $ |
|
$ |
|
|||||||
| Liabilities: | |||||||||||
| Deferred revenue, current | $ |
|
$ |
|
|||||||
| Deferred revenue, noncurrent | $ |
|
$ |
|
|||||||
Deferred revenue is comprised of the following (in thousands):
|
September 30,
2025 |
December 31,
2024 |
||||||||||
| Travel | $ |
|
$ |
|
|||||||
| Subscriptions |
|
|
|||||||||
| Travel credits |
|
|
|||||||||
| Rewards |
|
|
|||||||||
| Total |
|
|
|||||||||
| Less: Deferred revenue, noncurrent |
|
|
|||||||||
| Deferred revenue, current | $ |
|
$ |
|
|||||||
11
Deferred travel revenue is related to booked trips where the Company has received payment in advance and the revenue is recognized over the length of trip stay. All Subscriptions allow members to book travel up to
one year
in advance, except for
Inspirato Invited
("
Invited
") Subscriptions, which allow bookings up to
two years
in advance.
Deferred Subscription revenue includes payments received in advance from members and is generally recognized over the period of time the Subscription was purchased which is generally from
to
five years
. The Company also offers an
Invited
Subscription, a
ten year
membership with substantial upfront dues that provides the member a fixed daily rate across the Company's portfolio, along with benefits similar to those of
Inspirato
Club
.
Deferred travel credit revenue generally is either from members pre-purchasing travel credits or travel credits for members that stem from trip cancellations or modifications. Travel credits may be used on either travel or Subscriptions and travel credits expire within
3
years of issuance.
Deferred revenue related to
Inspirato Rewards ("Rewards")
represents multiple performance obligations associated with the Company’s member loyalty program. Revenues related to
Rewards
were recognized over time based upon historical travel patterns and members’ average life, which includes an estimate of
Rewards
benefits that will expire or will not be used during the benefit period of the
Rewards
material rights (up to
30
months). On June 30, 2025,
the
Rewards
program ended and the remaining deferred liability from the program represents the remaining performance obligations yet to be delivered.
During the nine months ended September 30, 2025, the Company recognized approximately $
112.3
million of revenue that had been included in the balance of deferred revenue as of December 31, 2024. The deferred revenue balance changed during the quarter primarily due to: (i) increases from payments the Company received before transferring control of goods or services to customers and (ii) decreases as the Company satisfied those performance obligations and recognized the related revenue. During the nine months ended September 30, 2024, $
132.7
million of revenue was recognized that was included in the $
177.5
million balance of deferred revenue as of December 31, 2023.
(4) Prepaid Expenses and Prepaid Member Travel
Prepaid expenses
Prepaid expenses are as follows (in thousands):
|
September 30,
2025 |
December 31,
2024 |
||||||||||
| Software | $ |
|
$ |
|
|||||||
| Property operations |
|
|
|||||||||
| Insurance |
|
|
|||||||||
| Operating supplies |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
Prepaid Member Travel
Prepaid member travel of $
12.2
million and $
13.7
million as of September 30, 2025 and December 31, 2024, respectively, generally represents deposits the Company has made for future member travel.
12
(5) Property and Equipment, Net
Property and equipment, net are as follows (in thousands):
|
Useful Life
(years) |
September 30,
2025 |
December 31,
2024 |
|||||||||||||||
| Residence leasehold improvements |
|
$ |
|
$ |
|
||||||||||||
| Internal-use software |
|
|
|
||||||||||||||
| Corporate office leasehold improvements |
|
|
|
||||||||||||||
| Furniture, fixtures and equipment |
|
|
|
||||||||||||||
| Computer equipment |
|
|
|
||||||||||||||
| Residence vehicles |
|
|
|
||||||||||||||
| Property and equipment, gross |
|
|
|||||||||||||||
| Accumulated depreciation and amortization |
(
|
(
|
|||||||||||||||
| Property and equipment, net | $ |
|
$ |
|
|||||||||||||
Components of depreciation and amortization were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Internal-use software | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Furniture, fixtures and equipment |
|
|
|
|
|||||||||||||||||||
| Residence leasehold improvements |
|
|
|
|
|||||||||||||||||||
| Corporate office leasehold improvements |
|
|
|
|
|||||||||||||||||||
| Computer equipment |
|
|
|
|
|||||||||||||||||||
| Residence vehicles |
|
|
|
|
|||||||||||||||||||
| Total depreciation and amortization | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Depreciation and amortization was recognized within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income under the following line items (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cost of revenue | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| General and administrative |
|
|
|
|
|||||||||||||||||||
| Depreciation and amortization |
|
|
|
|
|||||||||||||||||||
| Total depreciation and amortization | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
(6) Accounts Payable and Accrued Liabilities
The following table presents the components of accounts payable and accrued liabilities (in thousands):
|
September 30,
2025 |
December 31,
2024 |
||||||||||
| Trade creditors | $ |
|
$ |
|
|||||||
| Occupancy taxes payable |
|
|
|||||||||
| Compensation accruals |
|
|
|||||||||
| Income and other taxes payable |
|
|
|||||||||
| Accounts payable and accrued liabilities | $ |
|
$ |
|
|||||||
13
(7) Debt
Convertible Note
On August 7, 2023, the Company entered into an investment agreement with Oakstone, an affiliate of Capital One, relating to the sale and issuance to Oakstone of the Note. The Note is due in 2028 and had an initial principal amount of $
25.0
million. On September 29, 2023, the Company issued the Note. The total net proceeds from this offering were $
23.1
million, after deducting $
1.9
million of debt issuance costs.
The Note is an unsubordinated secured obligation of the Company. The Note is secured by a first priority security interest in substantially all of Inspirato’s and its domestic subsidiaries’ assets. The Note is fully and unconditionally guaranteed by certain existing and future domestic subsidiaries of the Company.
The Note bears interest at a fixed rate of
8
% per annum. Interest on the Note is due quarterly on the last business day of each calendar quarter following the issuance of the Note and the Company has elected to pay interest in kind by increasing the outstanding principal amount of the Note by the amount of interest payable on such interest payment date. As of September 30, 2025 and December 31, 2024, the outstanding amount of the Note was $
29.3
million and $
27.6
million, respectively.
The current conversion price of the Note is $
30
per share, which has been adjusted for the September 26, 2023 reverse stock split, and continues to be subject to customary adjustments upon additional certain extraordinary events, including any dividend of Company securities or other property, stock split, stock combination, reclassification, consolidation, merger or a sale of all or substantially all of the Company’s assets.
The Note is convertible at the option of the holder into shares of Class A Common Stock. However, to the extent that the conversion of the Note would result in any holder subject to certain regulations under the Bank Holding Company Act of 1956 (the “BHC Act”) owning or controlling greater than
4.99
% of the voting power of any “class” of “voting securities” of the Company for purposes of the BHC Act (the “Voting Threshold”), then the Note would first convert into Class A Common Stock up to the Voting Threshold, and the excess would convert into shares of the Company’s Class B Common Stock, which are generally identical to the Class A Common Stock except that the Class B Common Stock is not entitled to vote on any matters submitted to the Company’s stockholders other than certain enumerated actions or as otherwise required by law. To the extent that the conversion of the Note would result in any holder subject to certain regulations under the BHC Act owning or controlling greater than
24.99
% of the sum of the number of issued and outstanding shares of Class A Common Stock and Class B Common Stock (the “Ownership Threshold”), then the Note would convert into the maximum number of Class A Common Stock and Class B Common Stock allowable by the Voting Threshold and the Ownership Threshold, and the excess would remain outstanding and become convertible only when conversion would not cause the holder to exceed the Voting Threshold and Ownership Threshold. The Note is convertible in whole or in part at the option of Oakstone at any time subject to restrictions as dictated by the BHC Act.
On or after the
three-year
anniversary of the Closing, the Note will be redeemable (subject to certain terms and conditions) by the Company in whole (but not in part) at a redemption price equal to the fair market value of the Class A Common Stock issuable upon conversion of the then-outstanding principal amount of the Note. The Note and the associated Commercial Agreement, as defined below, also include a minimum liquidity threshold of $
10
million. On March 21, 2025, the Company entered into a twelve month agreement whereby Oakstone agreed to forbear from exercising its contractual right under the Note to require redemption in the event the Company fails to meet the minimum liquidity threshold (as defined in the Commercial Agreement) during the forbearance period. The agreement is intended to provide the Company with increased operational flexibility as it continues to pursue long-term strategic initiatives. All other terms of the Note remain unchanged.
Upon a change of control of the Company, the termination of the Commercial Agreement between Inspirato LLC and an affiliate of the Oakstone executed pursuant to the investment agreement (the “Commercial Agreement”) by the Company or the termination of the Commercial Agreement by Capital One due to the Company’s material breach, Oakstone may require the Company to repurchase all or any part of the Note at a cash price equal to the greater of (i)
1.5
times the then-outstanding principal amount and accrued and unpaid interest thereon or (ii) the then-fair market value of the shares issuable upon conversion of the portion of the Note to be repurchased. Upon an Event of Default, Oakstone may declare the principal of, and all accrued and unpaid interest under, to be due and payable on the Note immediately.
The Note and the documents governing the security interest granted to secure the Note include customary affirmative and negative covenants. The affirmative covenants include, among other things, payment of principal and interest when due, delivery of compliance certificates and notices, maintenance of existence and guarantee obligations. The negative
14
covenants include, among other things, limitations on mergers, consolidations, acquisitions, the incurrence of liens (subject to certain exceptions) and the sale, lease or transfer of all or substantially all of the Company’s assets.
The Company has elected to carry the Note at fair value, with changes in its value recognized as fair value gains or losses within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Fair value adjustments to the Note of a loss of $
0.3
million, a loss of $
0.1
million, a loss of $
0.1
million and a gain of $
3.8
million for the three and nine months ended September 30, 2025 and 2024, respectively, were recorded in loss (gain) on fair value instruments within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
Interest, Net
The Company incurred net interest expense of $
0.5
million, $
1.5
million, $
0.5
million and $
1.2
million for the three and nine months ended September 30, 2025 and 2024, respectively, which has been recognized to interest expense, net within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company incurred interest expense on the Note of $
0.5
million, $
1.7
million, $
0.6
million and $
1.6
million during the three and nine months ended September 30, 2025 and 2024, respectively. The interest expense was offset by interest income from the Company’s banking relationship of less than $
0.1
million, $
0.2
million, $
0.1
million and $
0.4
million for the three and nine months ended September 30, 2025 and 2024, respectively.
(8) Leases
The Company enters into operating leases primarily for standalone homes, luxury condos and hotel rooms and suites. As of September 30, 2025, active leases have remaining initial terms ranging from less than
to
eighteen years
, and generally contain extension options at the approval of both parties as well termination rights where the Company can terminate the lease with
180
to
360
days' notice without a termination fee. The Company has not generally included these renewal periods nor the lease termination options within the lease term as it is not reasonably certain that either will be exercised. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Variable lease expense includes expenses incurred as a result of the lease agreement, which are not considered known expenses at lease inception and are recognized as incurred. Variable expenses can include, but are not limited to, revenue shares, owner buyback adjustments and usage-based agreements. Operating lease expense and variable lease expense are included in cost of revenue within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
The following table details the composition of operating lease expense (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating lease expense | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Variable lease expense |
|
|
|
|
|||||||||||||||||||
| Total lease expense | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
15
The maturities of the operating lease liabilities as of September 30, 2025 are as follows (in thousands):
| Fiscal Year Ending | Operating Leases | ||||
| Remainder of 2025 | $ |
|
|||
| 2026 |
|
||||
| 2027 |
|
||||
| 2028 |
|
||||
| 2029 |
|
||||
| 2030 and thereafter |
|
||||
| Total minimum lease payments |
|
||||
| Less: interest expense |
|
||||
| Present value of lease obligations |
|
||||
| Less: current lease obligations |
|
||||
| Long-term lease obligations | $ |
|
|||
The Company has entered into a subleasing agreement for a number of homes in a single location which contains an extension option at the approval of both parties. During the three and nine months ended September 30, 2025, the Company had $
0.3
million and $
0.9
million, respectively, in sublease income related to this agreement. There was
no
sublease income during the three and nine months ended September 30, 2024.
As of September 30, 2025, the Company did
not
enter into any leases that have not yet commenced.
The following table presents additional information about the operating lease obligations:
|
September 30,
2025 |
December 31,
2024 |
||||||||||
| Weighted-average remaining lease term (in years) |
|
|
|||||||||
| Weighted-average discount rate |
|
|
|||||||||
Impairment of Right-of-Use Assets
The Company tests long-lived assets for recoverability whenever events or changes in circumstances suggest that the carrying value of an asset or group of assets may not be recoverable.
During the three months ended September 30, 2025 and 2024, the Company reviewed cash flow forecasts of leases against the carrying value of their right-of-use assets. The Company determined that the right-of-use assets for leases had estimated undiscounted future cash flows that exceeded their net carrying values and therefore
no
impairment was recorded for the three months ended September 30, 2025 or 2024.
During the nine months ended September 30, 2025 and 2024, the Company reviewed cash flow forecasts of leases against the carrying value of their right-of-use assets. During the nine months ended September 30, 2025, the Company determined that
one
lease had ceased all active use and consequently impaired the right-of-use asset to
zero
and recorded $
0.4
million in impairment expense related to this lease within cost of revenue on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. There was
no
impairment expense recorded during the nine months ended September 30, 2024.
Gain on Lease Termination
The Company entered into a Lease Termination and Surrender Agreement on August 12, 2024, subsequently amended on August 30, 2024, effective August 31, 2024 (the “Termination Agreement”) to terminate certain previously impaired, underperforming leases under which the Company did not previously have termination rights. The Termination Agreement resulted in a decrease to the Company’s right-of-use assets of $
4.6
million and corresponding decrease to operating lease liabilities of approximately $
41.7
million, resulting in a gain on lease termination of $
37.1
million, which was recorded to asset impairments and (gain) on lease termination on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) during three and nine months ended September 30, 2024. Additionally, as part of the
16
(9) Income Taxes
Since the Mandatory Exchange, as defined below within Note 13 – Noncontrolling Interest, on August 30, 2024, Inspirato LLC is disregarded for income tax purposes given it is a fully owned subsidiary of Inspirato. Inspirato, however, is subject to U.S. federal income taxes, in addition to state and local income taxes from the earnings from Inspirato LLC. Inspirato is also subject to taxes in foreign jurisdictions.
The effective income tax rate was negative
1.9
%, negative
2.6
%,
2.2
% and negative
5.7
% for the three and nine months ended September 30, 2025 and 2024, respectively. The income tax expense within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income represents amounts owed to state and foreign taxing authorities.
The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at Inspirato as of September 30, 2025 and December 31, 2024, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances.
On February 11, 2022, the Company entered into a Tax Receivable Agreement (the "TRA"). Under the TRA, the Company was generally required to pay holders of the noncontrolling interests in Inspirato LLC, who also held noneconomic voting interests in Inspirato through their ownership of Class V Common Stock of Inspirato (the “Continuing Inspirato Members”),
85
% of the amount of cash savings, if any, in U.S. federal, state or local tax that the Company realized directly or indirectly (or were deemed to realize in certain circumstances) as a result of (i) certain tax attributes created as a result of any sales or exchanges (as determined for U.S. federal income tax purposes) to or with the Company of their interests in Inspirato for shares of Inspirato's Class A Common Stock or cash, including any basis adjustment relating to the assets of Inspirato and (ii) tax benefits attributable to payments made under the TRA (including imputed interest). On August 9, 2024, the TRA was terminated by the Company and the other signatory parties. As consideration for the termination, the Company paid a full and final settlement amount of $
0.3
million, which is presented within restructuring charges within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three and nine months ended September 30, 2024.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. The Company does not anticipate a material impact to income tax expense for the year ended December 31, 2025.
The Company’s income tax filings are subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities.
As of September 30, 2025 and December 31, 2024, the Company had recorded amounts related to indirect taxes, uncertain tax positions and foreign income taxes, totaling $
3.3
million and $
3.2
million, respectively, within other noncurrent liabilities on the Condensed Consolidated Balance Sheets based on its current estimate of their realizability.
(10) Equity of Inspirato Incorporated
As of September 30, 2025, the Company had four classes of stock authorized: Class A Common Stock, Class B Common Stock, Class V Common Stock and Preferred Stock. On September 30, 2024, all remaining shares of Class V Common Stock were converted to shares of Class A Common Stock. As of September 30, 2025,
no
shares of Class B Common Stock, Class V Common Stock or Preferred Stock were outstanding. Holders of the shares of Class A Common Stock will vote on all matters submitted to stockholders for their vote or approval, except as required by applicable law, and each share of Class A Common Stock will be entitled to
one
vote on such matters. Holders of any shares of Class B Common Stock that may be issued in the future will not have voting rights.
17
Warrants
Investment Warrants
As discussed in Note 1 – Nature of Business, and pursuant to the Investment Agreement, along with each purchase of shares of Class A Common Stock, including optional additional shares, the Purchaser obtained an equivalent number of Investment Warrants, each of which can be exercised for additional shares of Class A Common Stock at $
3.43
per share and are exercisable for
5
years. The Investment Warrants are also exercisable at the election of the Purchaser in a cashless exercise. In the event of a cashless exercise, in lieu of paying the exercise price in cash, the Purchaser will surrender the number of shares necessary to settle the cash payment due from exercising of the Investment Warrants. On February 21, 2025, the Purchaser exercised Investment Warrants to purchase
583,099
shares of Class A Common Stock at an exercise price of $
3.43
per share, paid in cash. As of September 30, 2025, there were
3.1
million Investment Warrants outstanding expiring in 2029.
Public Warrants
The Company is party to issued and outstanding Public Warrants to purchase shares of Class A Common Stock at a price of $
230
per share. As of both September 30, 2025 and December 31, 2024, there were
8.6
million Public Warrants outstanding. Each of the Public Warrants is exercisable for
0.05
shares of Class A Common Stock. The Public Warrants were valued at less than $
0.1
million at both September 30, 2025 and December 31, 2024 and are recorded within other noncurrent liabilities in the Condensed Consolidated Balance Sheets.
(11) Loss Attributable to Inspirato Incorporated per Class A Share
Basic and diluted earnings (loss) per share (“EPS”) is computed utilizing shares that participate in the Company’s earnings – including dividend rights. The Company’s Class A and Class B Common Stock are the classes of shares that are entitled to the Company’s earnings and dividends. As
no
shares of Class B Common Stock were issued as of September 30, 2025, the computation of basic and diluted earnings per share includes only Class A Common Stock.
EPS is computed using the two-class method. Under the two-class method, the Company allocates net income attributable to Inspirato to Class A Common Stock (including those with vested share-based awards). Basic earnings per share is calculated by taking net income attributable to Inspirato, less earnings allocated to Class A Common Stock, divided by the basic weighted-average Class A Common Stock outstanding. Net income per share is calculated by taking net income attributable to Inspirato divided by the weighted-average Class A Common Stock outstanding. In accordance with the two-class method, diluted earnings per share is calculated using the more dilutive of the impact of the treasury-stock method or from reducing net income for the earnings allocated to Class A Common Stock.
The following table presents the basic EPS for the three and nine months ended September 30, 2025 and 2024 (in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net (loss) income and comprehensive (loss) income attributable to Inspirato Incorporated | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Weighted average Class A Shares outstanding, Basic |
|
|
|
|
|||||||||||||||||||
| Net (loss) income and comprehensive (loss) income attributable to Inspirato Incorporated per Class A Share, Basic | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
18
The following table presents the Company’s diluted EPS for the three and nine months ended September 30, 2025 and 2024 (in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net (loss) income and comprehensive (loss) income attributable to Inspirato Incorporated | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Impact of Note interest and fair market value adjustment attributable to Inspirato Incorporated Class A Shares |
|
|
|
|
|||||||||||||||||||
| Net (loss) income attributable to common stockholders | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Weighted average Class A Shares outstanding, Basic |
|
|
|
|
|||||||||||||||||||
| Effect of dilutive securities |
|
|
|
|
|||||||||||||||||||
| Weighted average Class A Shares outstanding, Diluted |
|
|
|
|
|||||||||||||||||||
| Net (loss) income and comprehensive (loss) income attributable to Inspirato Incorporated per Class A Share, Diluted |
$(
|
$
|
$(
|
$(
|
|||||||||||||||||||
The following securities are excluded from the computation of diluted shares for the three and nine months ended September 30, 2025 and 2024 due to their anti-dilutive effects (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Performance-based units |
|
|
|
|
|||||||||||||||||||
| Public Warrants |
|
|
|
|
|||||||||||||||||||
| Stock options |
|
|
|
|
|||||||||||||||||||
| Restricted stock units |
|
|
|
|
|||||||||||||||||||
| Investment warrants |
|
|
|
|
|||||||||||||||||||
| Investment Agreement Option |
|
|
|
|
|||||||||||||||||||
| Note |
|
|
|
|
|||||||||||||||||||
| Anti-dilutive securities |
|
|
|
|
|||||||||||||||||||
19
(12) Equity-Based Compensation
The following table details where equity‑based compensation is recognized on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cost of revenue | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| General and administrative |
|
|
|
|
|||||||||||||||||||
| Sales and marketing |
|
|
|
|
|||||||||||||||||||
| Operations |
|
|
|
|
|||||||||||||||||||
| Technology and development |
|
|
|
|
|||||||||||||||||||
|
Restructuring charges (Note 18)
|
|
|
|
|
|||||||||||||||||||
| Total equity-based compensation | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The Company also recognized income tax benefits from stock compensation of less than $
0.1
million, $
0.4
million, $
1.1
million and $
2.0
million for the three and nine months ended September 30, 2025
and
2024, respectively.
Equity-Based Compensation Plans
2021 Plan
Under the 2021 Equity Incentive Plan (the “2021 Plan”), the Company may grant options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and performance awards to employees, directors and consultants. The number of awards that may be issued is calculated yearly based on provisions of the 2021 Plan. Once granted, the RSUs typically vest ratably over a period of
to
four years
with a cliff vesting on the first anniversary and continue to vest quarterly thereafter.
Inducement Plan
On August 13, 2024, the 2024 Inducement Award Plan (the “Inducement Plan”) became effective. Pursuant to the Inducement Plan, the Company may grant up to
2,000,000
shares in the form of options, stock appreciation rights, restricted stock, RSUs and performance-based awards to new employees, directors and consultants, plus any additional shares that become may become available for issuance under the Inducement Plan upon forfeitures.
Unit Option Plan
In 2021, the Board of Managers of Inspirato LLC maintained an equity-based compensation plan (the “Unit Option Plan”), which provided for the grant of options to purchase the Inspirato LLC’s common units by Inspirato LLC’s employees, directors and consultants. No issuances under the Unit Option Plan have been made since January 2021 and the Unit Option Plan was terminated in 2022.
Options under the Unit Option Plan were granted at a price per unit equal to the fair value of the underlying common units at the date of grant. Options under the Unit Option Plan generally had a
10
-year contractual term and vested over a
three-year
to
five-year
period starting from the date specified in each applicable option agreement.
20
Equity Awards Detail
RSUs
The following table represents RSU activity for the
nine months ended September 30, 2025
and
2024
(in thousands, except per share amounts):
| Number of units |
Weighted
average grant date fair value |
||||||||||
| Outstanding as of December 31, 2023 |
|
$ |
|
||||||||
| Granted |
|
$ |
|
||||||||
| Vested |
(
|
$ |
|
||||||||
| Forfeited |
(
|
$ |
|
||||||||
| Outstanding as of September 30, 2024 |
|
$ |
|
||||||||
| Outstanding as of December 31, 2024 |
|
$ |
|
||||||||
| Granted |
|
$ |
|
||||||||
| Vested |
(
|
$ |
|
||||||||
| Forfeited |
(
|
$ |
|
||||||||
| Outstanding as of September 30, 2025 |
|
$ |
|
||||||||
As of
September 30, 2025
, there was $
3.2
million of unrecognized compensation cost related to the RSUs, which is expected to be recognized over a weighted average period of
2.6
years.
PBUs
During the year ended December 31, 2024, the Company granted
500,000
performance-based units (“PBUs”) of Class A Common Stock (the "Share Price PBUs"), which vest in full on the trading day after the Company’s Class A Common Stock achieves the market condition of a closing price of $
15.00
per share or more over a period of at least
30
consecutive trading days from August 14, 2024 through August 13, 2025 (the “Performance Period”). The performance stock price goal was not met during the Performance Period and the Share Price PBUs were forfeited on August 14, 2025. During the three and nine months ended September 30, 2025, $
0.1
million and $
0.3
million, respectively, of stock compensation expense was recognized to general and administrative within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income related to the Share Price PBUs. There is
no
unrecognized stock compensation expense remaining and there are
no
Share Price PBUs outstanding as of September 30, 2025.
Additionally, during the year ended December 31, 2024, the Company granted $
1.3
million in PBUs which vest based on specified financial targets (the "Target PBUs") from the Company's year ended December 31, 2025 consolidated financial statements. The number of units to be granted is dependent on the 5 day average closing price of the Company's stock following the fourth quarter 2025 earnings call if the specified targets are met during the year. During the nine months ended September 30, 2025, the financial targets set for the Target PBUs were modified where partial achievement metrics would allow for partial vesting of the Target PBUs. During the three and nine months ended September 30, 2025, there were
zero
and $
0.8
million, respectively, in compensation expense related to potential awards forfeited. As of September 30, 2025, the Company does not consider the targets set for the Target PBUs to be probable and, therefore, has not recognized any expense during the three and nine months ended September 30, 2025. The Company had $
0.5
million in unrecognized compensation expense outstanding related to the Target PBUs as of September 30, 2025
.
Options
The Company had
72,000
and
123,000
stock options outstanding and exercisable as of September 30, 2025 and December 31, 2024, respectively. No stock options have been granted since January of 2021. There were
no
stock option exercises during the three and nine months ended September 30, 2025 and 2024.
21
(13) Noncontrolling Interest
The financial results of Inspirato LLC and its subsidiaries are consolidated with and into Inspirato Incorporated.
On August 30, 2024, the Board of Managers of Inspirato LLC approved a mandatory exchange of all units in Inspirato LLC, other than those held by the Company (the “Mandatory Exchange”). Pursuant to the Mandatory Exchange, each member of Inspirato LLC other than the Company exchanged their common units for a number of shares of Class A Common Stock of Inspirato equal to the number of common units exchanged. The Mandatory Exchange also involved the surrender and cancellation of the same number of outstanding shares of Class V Common Stock of Inspirato held by such members. The Mandatory Exchange occurred on September 30, 2024 and as a result, there is
no
remaining noncontrolling interest as of September 30, 2025 and December 31, 2024 as Inspirato Incorporated fully owns Inspirato LLC.
During the three and nine months ended September 30, 2024, the Company issued
2,858,000
and
2,907,000
shares, respectively, of Class A Common Stock in exchange for the same number of common units, resulting also in the cancellation of the same number of shares of Class V Common Stock.
(14) Commitments and Contingencies
Litigation
The Company is involved in various legal proceedings. The Company establishes reserves for specific legal proceedings when the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. The Company does not believe that there is a reasonable possibility of material loss or loss in excess of the amount that the Company has accrued. The Company recognizes legal fees related to any ongoing legal proceeding as incurred.
The Company is currently involved in a legal dispute with a former Chief Executive Officer ("CEO") and a former Chairman of the Company. The parties filed suit in November of 2024 in Colorado State Court. The former officers have made claims asserting a continuing right to a purported lifetime Founders’ Travel Benefit, for which they are seeking unspecified damages. The Company disputes the claims and has asserted counterclaims against the former officers. Litigation is currently ongoing and in the discovery phase.
The Company is currently engaged in a legal dispute with a former President and member of the Board of Directors. The individual was terminated from his position as President in April 2025 and concurrently removed from the Board. Following the departure, a dispute arose concerning the interpretation and enforcement of his employment agreement and severance entitlements. In August 2025, the former officer initiated arbitration proceedings against the Company, alleging breach of his employment agreement. The matter remains in the early stages of arbitration.
On February 16, 2023, a class action lawsuit was filed in the U.S. District Court for the District of Colorado (the “Court”) captioned
Keith Koch, Individually and on behalf of all others similarly situated v. Inspirato Incorporated, Brent Handler, and R. Webster Neighbor
, with Ilan Bouzaglo later appointed as the lead and named plaintiff. On September 29, 2025, the Court granted the defendants’ motion to dismiss and entered judgment in the Company’s favor, dismissing the case with prejudice. As no appeal was filed within the 30-day period provided under the Federal Rules of Appellate Procedure, the dismissal is now final.
Financial Guarantees
The Company is a party to financial guarantee requirements with third parties for real estate and payment processor agreements. The guarantees are satisfied through $
30.0
million in surety bonds and restricted cash. The surety bond agreements remain in effect and their term is continuous. The surety has the right to terminate the bonds upon
180
days notice. The Company has the right to terminate the bonds upon termination and satisfaction of the agreement that the bonds secure. As of September 30, 2025 and December 31, 2024, the Company had $
13.1
million and $
13.2
million, respectively, in restricted cash within the Condensed Consolidated Balance Sheets.
(15) Fair Value Measurements
Under ASC 820,
Fair Value Measurements and Disclosures
, disclosures relating to how fair value is determined for assets and liabilities are required and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs, as follows:
•
Level 1 –
Quoted prices in active markets for identical assets and liabilities.
22
•
Level 2
– Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•
Level 3
– Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 based on the three-tier fair value hierarchy (in thousands):
| September 30, 2025 | ||||||||||||||||||||||||||
| Balance Sheet Classification | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Cash and cash equivalents | Cash and cash equivalents | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||
| Restricted cash | Restricted cash |
|
|
|
|
|||||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Convertible note | Convertible note | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
| Balance Sheet Classification | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Cash and cash equivalents | Cash and cash equivalents | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||
| Restricted cash | Restricted cash |
|
|
|
|
|||||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Convertible note | Convertible note | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash are comprised of credit card receivables and cash and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions and holds restricted cash with certain credit card processors as a financial guarantee. Cash, cash equivalents and restricted cash are carried at cost, which management believes approximates fair value.
Public Warrants
The Company is party to issued and outstanding Public Warrants, which have been recorded within other noncurrent liabilities within the Condensed Consolidated Balance Sheets. During the year ended December 31, 2024, the Public Warrants were reclassified as equity-based awards and, thus, are no longer required to be reassessed for fair value at each balance sheet date. Prior to the reclassification, the Public Warrants utilized an observable price in an active market to assess their fair value the warrants and therefore were categorized as Level 1 instruments and were subject to remeasurement at each balance sheet date. During both the three and nine months ended September 30, 2024, the Company recognized less than $
0.1
million in a fair market value adjustment. Fair market value adjustments are recognized to loss (gain) on fair value instruments within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
23
Convertible Note
The estimated fair value of the Note has been determined to be a Level 3 measurement, as the Company utilizes a binomial lattice model where both the debt and stock features of the Note are considered. In reviewing the debt features of the Note, the Company considered its scheduled coupon and principal payments and compared them to those of instruments currently outstanding in the market of companies with similar credit ratings as well as the risk-free rate. In considering the stock features of the Note, the Company considered the value and volatility of its own stock, in addition to considering volatility of similar instruments in the marketplace as well as the conversion feature of the Note, which is discounted at the risk-free rate.
(16) Employee Benefit Plans
Employee Stock Purchase Plan
The Company has an employee stock purchase plan (the “ESPP”), under which the Company is authorized to issue
200,000
shares of Class A Common Stock. As of both September 30, 2025 and December 31, 2024, the Company had approximately
86,000
and
103,000
, respectively, shares of Class A Common Stock, which remain available for issuance under the ESPP. Generally, all full-time employees who have been employed by Inspirato for at least
six months
are eligible to participate in the ESPP. Employee stock purchases are made through payroll deductions. The ESPP consists of
six-month
offering periods during which employees may enroll in the ESPP. The purchase price on each purchase date shall not be less than eighty-five percent (
85
%) of the lesser of (a) the fair market value of a share of stock on the offering date of the offering period or (b) the fair market value of a share of stock on the purchase date. During both the three months ended September 30, 2025 and 2024, there were
no
employee purchases of Class A Common Stock through the ESPP. During the nine months ended September 30, 2025 and 2024, there were
17,000
and
24,000
, respectively, employee purchases of Class A Common Stock through the ESPP.
401(k) Employee Savings Plan
The Company sponsors a defined contribution 401(k) plan that covers substantially all employees. During the three and nine months ended September 30, 2025 and 2024, the Company made
no
matching contributions.
(17) Related Party Transactions
One Planet Group
In August of 2024, the Company entered into the Termination Agreement in order to terminate certain previously impaired, underperforming leases. Under the Termination Agreement, the Company agreed to pay a termination fee of $
6.6
million, subject to certain adjustments, payable in installments from August 2024 to March 2025. As security for the Company’s obligation to pay the termination fee, One Planet Group agreed to guarantee such payment upon the occurrence of any of the following events: (i) the Company’s default in payment or performance of obligations, (ii) the Company’s voluntary petition in bankruptcy or insolvency, or (iii) any proceeding filed or brought against the Company. In exchange for One Planet Group’s guarantee of the termination fee payment, the Company agreed to pay One Planet Group $
0.6
million ratably over
six months
beginning January 2025. On December 11, 2024, the Board of Directors approved an amendment to the payment terms for One Planet Group's guarantee pursuant to which the Company issued to One Planet Group
177,515
shares of Class A Common Stock in lieu of the cash payments. The issuance of the shares satisfied the Company’s obligations with respect to the payments owed in exchange for One Planet Group's guarantee and the settlement was reflected within the Consolidated Statement of Equity (Deficit) for the year ended December 31, 2024.
Subsequent to the Investment Agreement with One Planet Group, the Company entered into various arrangements for expense reimbursements between One Planet Group and the Company relating to executive travel reimbursement and management consulting fees and may enter into other arrangements in the future. Total expenses under these arrangements were $
0.1
million and $
0.3
million during the three and nine months ended September 30, 2025, respectively. Total expenses under these arrangements were less than $
0.1
million for both the three and nine months ended September 30, 2024.
In March of 2025, the Company entered into an agreement with Buyerlink to provide digital marketing services to the Company in exchange for compensation for each sale closed. There was
no
expense recognized during either the three or nine months ended September 30, 2025 as no services were performed under the terms of the agreement.
24
Exclusive Resorts
(18) Restructuring Charges
From August 12, 2024 through December 31, 2024, the Company developed a plan for a restructuring of certain aspects of its operations and organization (the “Reorganization Plan”). The Reorganization Plan included the entry into the Termination Agreement, the termination and settlement of the TRA, a reduction in force, an issuance of securities to One Planet Group, the appointment of a new CEO and new members of the Company’s Board of Directors, and other cost savings initiatives along with a review of expenses and business processes.
During the three and nine months ended September 30, 2024, the Company incurred $
7.0
million in restructuring charges, which consisted of $
2.6
million of cash restructuring charges and $
4.4
million of non-cash restructuring charges, which are included in restructuring charges in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Through September 30, 2024, the Company paid $
1.3
million of the cash restructuring charges in connection with the Reorganization Plan and the remaining unpaid restructuring charges were $
1.3
million as of September 30, 2024 and are included in accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets. As of December 31, 2024, the Company owed $
0.4
million in unpaid restructuring charges that were included in accounts payable and accrued liabilities within the Consolidated Balance Sheets. Through September 30, 2025, the Company paid all remaining cash restructuring charges in connection with the Reorganization Plan.
As part of the Termination Agreement, the Company agreed to pay a termination fee of $
6.6
million, subject to certain adjustments, payable in installments from August 2024 to March 2025. As of September 30, 2025, the Company has paid the remaining $
2.6
million portion of the termination fee that was owed as of December 31, 2024. See Note 8 – Leases for additional information.
(19) Segment Reporting
Inspirato consists of
one
reporting segment related to its member travel. The member travel segment provides memberships primarily to individuals in North America and provides a wide array of luxury vacation homes, hotels, and destinations that can be booked ad-hoc. The Company derives revenue primarily in North America and manages its business on a consolidated basis. Management evaluated the basis upon which the chief operating decision maker (the "CODM"), which is the CEO, viewed and reacted to information in relation to the overall organizational and offering structure to determine the number of reportable segments of the Company. The member travel segment derives revenue from members by charging initiation fees and yearly membership fees in addition to collecting fees for individual vacations. The CODM uses consolidated net income/loss to evaluate segment assets, which are the consolidated total assets as presented on the Condensed Consolidated Balance Sheets, to identify areas of opportunity to streamline processes and reduce operational spend in order to improve margin on a go forward basis. The Company does not have any member that comprises more than 10% of entity revenues. See below for a reconciliation of revenue and major segment expenses to net income.
The CODM is regularly provided information related to the Company's consolidated net income/loss which is used in assessing segment performance and deciding how to allocate resources. The CODM is also provided gross margin and operating expense information as additional measures of segment profit or loss.
25
The following table presents the components of revenue and cost of revenue (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Residence and hotel travel | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Experiences and bespoke travel |
|
|
|
|
|||||||||||||||||||
| Total travel |
|
|
|
|
|||||||||||||||||||
| Subscription |
|
|
|
|
|||||||||||||||||||
| Rewards and other revenue |
|
|
|
|
|||||||||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Lease costs | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Booking fees |
|
|
|
|
|||||||||||||||||||
| Fixed operating costs |
|
|
|
|
|||||||||||||||||||
| Variable operating costs |
|
|
|
|
|||||||||||||||||||
| Depreciation expense |
|
|
|
|
|||||||||||||||||||
| Other cost of revenue |
|
|
|
|
|||||||||||||||||||
| Total cost of revenue |
|
|
|
|
|||||||||||||||||||
| Gain on lease termination |
|
(
|
|
(
|
|||||||||||||||||||
| Gross margin | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| General and administrative | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Sales and marketing |
|
|
|
|
|||||||||||||||||||
| Operations |
|
|
|
|
|||||||||||||||||||
| Technology and development |
|
|
|
|
|||||||||||||||||||
| Depreciation and amortization |
|
|
|
|
|||||||||||||||||||
| Interest expense, net |
|
|
|
|
|||||||||||||||||||
| Loss (gain) on fair value instruments |
|
|
|
(
|
|||||||||||||||||||
| Restructuring charges |
|
|
|
|
|||||||||||||||||||
| Other expense (income), net |
|
|
|
(
|
|||||||||||||||||||
| (Loss) income and comprehensive (loss) income before income taxes |
(
|
|
(
|
(
|
|||||||||||||||||||
| Income tax expense |
|
|
|
|
|||||||||||||||||||
| Net (loss) income and comprehensive (loss) income |
(
|
|
(
|
(
|
|||||||||||||||||||
| Net (loss) income and comprehensive (loss) income attributable to noncontrolling interests |
|
(
|
|
|
|||||||||||||||||||
| Net (loss) income and comprehensive (loss) income attributable to Inspirato Incorporated | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
26
(20) Supplemental Financial Information
The following table presents the year-to-date supplemental and non-cash investing and financing activities (in thousands):
| Nine months ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Supplemental cash flow information: | |||||||||||
| Cash paid for income taxes | $ |
|
$ |
|
|||||||
| Significant non-cash transactions: | |||||||||||
| Conversion of Class V to Class A stock | $ |
|
$ |
|
|||||||
| Fixed assets purchased but unpaid, included in accounts payable at period end | $ |
|
$ |
|
|||||||
| Operating lease right-of-use assets exchanged for lease obligations | $ |
|
$ |
|
|||||||
27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes thereto as of and for the three and nine months ended September 30, 2025 and 2024, included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on
March 26, 2025
. This discussion includes both historical information and forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the sections titled “Risk Factors” and “Special Note Regarding Forward Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
OVERVIEW
Inspirato Incorporated and its subsidiaries (collectively, the "Company", “Inspirato”, “we”, or “our”)
is a private, luxury hospitality club that provides its members with access to an exclusive portfolio of high-end vacation homes, luxury hotels and curated travel experiences worldwide. The club offers personalized service, dedicated trip planning and seamless access to exceptional properties through its innovative model designed to ensure the service, certainty and value that discerning customers demand.
For members,
we offer
access to a diverse portfolio of curated luxury vacation options that include approximately 320 private luxury vacation homes available to
our
members and accommodations at approximately 220 luxury hotel and resort partners in over 160
destinations around the world as of September 30, 2025
. Our
portfolio also includes
Inspirato Only
experiences, which are curated, one-of-a-kind member-only experiences such as luxury safaris, cruises and other experiences, as well as
Bespoke
trips, which offer individualized, custom-designed “bucket list” itineraries based on the exact specifications of the member. Every Inspirato trip comes with
our
personalized service envelope — including pre-trip planning, on-site concierge and daily housekeeping — designed to meet the needs of discerning travelers and drive exceptional customer satisfaction.
Investment Agreement
On August 12, 2024,
we
entered into an investment agreement (the “Investment Agreement”) with One Planet Group LLC, a Delaware limited liability company ("One Planet Group" or the “Purchaser”), to sell 2.9 million shares of Class A Common Stock at $3.43 per share, and 2.9 million warrants (the “Investment Warrants”) each redeemable for a share of Class A Common Stock (pursuant to the "Investment Warrant Agreement"), for an aggregate purchase price of $10.0 million (the “One Planet Group Financing”). At the initial closing on August 13, 2024, the Purchaser acquired the first tranche of 1,335,271 shares for $4.6 million. At the second closing on September 13, 2024, the Purchaser acquired the remaining 1,580,180 shares and the 2.9 million
Investment Warrants for $5.4 million. In addition, pursuant to the Investment Agreement, on December 9, 2024, the Purchaser exercised an additional option to acquire 728,863 additional shares of Class A Common Stock and 728,863 warrants, each redeemable for one share of Class A Common Stock, for $3.43 per share for an aggregate purchase price of $2.5 million. In connection with the exercise of the Purchaser's option, the Investment Warrant Agreement was amended to increase the number of Investment Warrants issuable to up to 3.6 million (collectively, the “Investment Agreement Option”). Each Investment Warrant can be exercised in exchange for a share of Class A Common Stock at $3.43 per share and is exercisable for 5 years from the date of issuance. On February 21, 2025, the Purchaser exercised 583,099 Investment Warrants, resulting in $2.0 million of proceeds to the Company.
The Purchaser named four new directors to the Inspirato Board of Directors pursuant to the Investment Agreement, three of which are contracted and one was independently named, and the size of our Board of Directors remained at seven directors.
As contemplated by the Investment Agreement, Payam Zamani was appointed as our CEO and our Executive Chairman of the Board.
Further, on October 22, 2024, we entered into two secondary investment agreements (collectively the “Secondary Investment Agreements”) to sell two investors a total of
757,576
shares of Class A Common Stock at $3.96 per share, the closing price on October 22, 2024, for an aggregate purchase price of $3.0 million.
28
Buyerlink Merger Agreement and Subsequent Mutual Termination Agreement
On June 25, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Buyerlink Inc. ("Buyerlink"), which is wholly owned by One Planet Ops Inc. (“One Planet Ops”). One Planet Ops is a wholly owned subsidiary of One Planet Group, which is a related party of Inspirato because One Planet Group is owned by Payam Zamani, Chief Executive Officer ("CEO") and Chairperson of the Board of the Company. On September 18, 2025, the Company entered into a mutual termination agreement (the “Mutual Termination Agreement”) with Buyerlink pursuant to which the parties mutually terminated the Merger Agreement. The Mutual Termination Agreement provides that the Merger Agreement is terminated and shall be of no further force or effect, except that provisions expressly stated to survive termination shall remain in effect in accordance with their terms. The Mutual Termination Agreement further provides that no termination fee or reverse termination fee is payable by any party and that each party will bear its own fees and expenses incurred in connection therewith. The Mutual Termination Agreement also includes mutual releases subject to customary exceptions for obligations that expressly survive termination.
Transaction costs in connection with the Merger Agreement were expensed as incurred. During both the three and nine months ended September 30, 2025, we incurred $0.8 million and $1.6 million, respectively, in transaction costs, which were recorded to general and administrative expenses within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
Reorganization Plan
From August 12, 2024 through December 31, 2024, we developed a plan for a restructuring of certain aspects of our operations and organization (the “Reorganization Plan”). The Reorganization Plan included the entry into the Lease Termination and Surrender Agreement ("Termination Agreement") to terminate certain previously impaired, underperforming leases, the termination and settlement of the Tax Receivable Agreement ("TRA"), a reduction in force, an issuance of securities to One Planet Group, the appointment of a new CEO and new members of our Board of Directors, as discussed above, and other cost savings initiatives along with a review of expenses and business processes.
During the three and nine months ended September 30, 2024, we incurred $7.0 million in restructuring charges, which consisted of $2.6 million of cash restructuring charges and $4.4 million of non-cash restructuring charges, which are included in restructuring charges in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Through September 30, 2024, we paid $1.3 million of the cash restructuring charges in connection with the Reorganization Plan and the remaining unpaid restructuring charges were $1.3 million as of September 30, 2024 and are included in accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets. As of December 31, 2024, we owed $0.4 million in unpaid restructuring charges that were included in accounts payable and accrued liabilities within the Consolidated Balance Sheets. Through September 30, 2025, we paid all remaining cash restructuring charges in connection with the Reorganization Plan.
As part of the Termination Agreement, we agreed to pay a termination fee of $6.6 million, subject to certain adjustments, payable in installments from August 2024 to March 2025. As of September 30, 2025, we paid the remaining $2.6 million portion of the termination fee that was owed as of December 31, 2024.
At-the-Market Equity Offering Program
On September 24, 2024, we entered into an equity distribution agreement (the “Sales Agreement”) with Northland Securities, Inc. (“Northland”) to sell shares of Class A Common Stock from time to time through an "at the market offering program" under which Northland will act as sales agent or principal. We have not yet sold any Class A Common Stock under the program.
Change in
Rewards
Program
In August of 2023,
we
implemented a member loyalty program called
Inspirato Rewards
(“
Rewards
”)
for members with at least one active paid member subscription (“Subscription”).
Rewards
was designed to incentivize repeat business by rewarding members with exclusive discounts and benefits based on their activity with us.
Members who earned one of the three
Rewards
statuses could be entitled to, depending on their status, extra savings on
Inspirato Club
bookings; early access to new property releases, new
Experiences
and year-end festive dates; and complimentary nights, among other benefits
.
On October 28, 2024, we announced to members that some of the benefits from the
Rewards
program would sunset in 2025; however, status earned through December 31, 2024 would still be honored and members who had gained one of the status levels would be able to utilize those benefits through June 30, 2025. As of July 1, 2025, the ability to use
29
the original benefits from the
Rewards
program was ended; the remaining performance obligations earned through June 30, 2025 will be recognized as the respective performance obligation are met.
Key Business Metrics
We review a number of operating and financial metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and business plans, and make strategic decisions.
Active Subscriptions
We define Active Subscriptions as subscriptions that are paid in full and those for which we expect payment for renewal. We use Active Subscriptions as its a key factor in assessing our penetration of the market in which we operate and a key driver of revenue. Members can have one or more Active Subscriptions. The following table shows our approximate total number of Active Subscriptions as of
September 30, 2025
and
2024
:
| September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Club | 9,500 | 10,700 | |||||||||
| Pass | 1,100 | 1,700 | |||||||||
| Invited | 100 | — | |||||||||
| Total Active Subscriptions | 10,700 | 12,400 | |||||||||
Inspirato Club
and
Inspirato Legacy
(“
Club
”) Subscriptions are presented together in the table above, as both products provide the same level of access to travel with Inspirato.
Inspirato Legacy
Subscriptions, which we no longer offer, historically included substantial initiation fees and lower annual dues compared to
Club
Subscriptions.
Club
and
Inspirato Pass ("Pass")
Subscriptions are available through monthly, semi-annual, annual and multi-year contracts. Beginning in 2025, we reintroduced initiation fees for new
Club
members.
Inspirato Invited ("Invited")
Subscriptions, launched in June 2024, are available through ten-year contracts. The majority of our active Subscriptions are structured as annual or multi-year agreements.
Subscription revenue is comprised of initiation fees and recurring dues, net of discounts and travel incentives provided to members. We typically bill upfront for Subscriptions and Subscription payments are non-refundable. Our Subscription agreements typically auto-renew after the initial term. Our agreements are generally cancellable by providing 30 days’ notice. Amounts that have been billed are initially recorded as deferred revenue until the revenue is recognized. Revenue is recognized ratably over the related contractual term, generally beginning on the date that our platform is made available to a member. Our Subscription revenue and operating results are impacted by our ability to attract and retain members.
Average Daily Rates and Total Occupancy
Average daily rate (“ADR”) is defined as the total paid travel revenue, divided by total paid nights in leased residences or hotel rooms and suites. ADR does not include
Pass
nights utilized. Occupancy is defined as all paid,
Pass
, and other at-risk properties divided by the total number of at-risk nights available. Net-rate hotel partners are excluded from Hotel Occupancy as these are dependent on the hotel having capacity for Inspirato requests.
We monitor (i) paid nights delivered, (ii) ADR and (iii) Occupancy for our leased residences and hotels as we bear the financial responsibility in these properties and can more closely control both the nightly rates and costs as compared to our net-rate hotel partners. Average rates at our hotel partners are typically lower than our residences, as our residences are typically larger and accommodate more guests than hotel rooms and suites.
30
The combination of ADR and Occupancy provides us insights regarding how effectively we are utilizing our at-risk properties. Below we have summarized our travel operating statistics:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Residences | |||||||||||||||||||||||
|
Paid Nights Delivered
|
10,000 | 15,600 | 33,800 | 46,100 | |||||||||||||||||||
|
Total Nights Delivered
|
14,200 | 23,200 | 48,500 | 70,500 | |||||||||||||||||||
|
Occupancy
|
54 | % | 71 | % | 62 | % | 73 | % | |||||||||||||||
|
ADR
|
$ | 2,088 | $ | 1,624 | $ | 2,072 | $ | 1,724 | |||||||||||||||
| Hotels | |||||||||||||||||||||||
|
Paid Nights Delivered
(1)
|
5,800 | 7,900 | 18,200 | 25,300 | |||||||||||||||||||
|
Total Nights Delivered
(1)
|
8,100 | 12,300 | 26,600 | 42,100 | |||||||||||||||||||
|
Occupancy
(2)
|
75 | % | 82 | % | 72 | % | 76 | % | |||||||||||||||
|
ADR
(1)
|
$ | 1,142 | $ | 1,105 | $ | 1,257 | $ | 1,063 | |||||||||||||||
| Total | |||||||||||||||||||||||
|
Paid Nights Delivered
(1)
|
15,800 | 23,500 | 52,000 | 71,400 | |||||||||||||||||||
|
Total Nights Delivered
(1)
|
22,300 | 35,600 | 75,100 | 112,600 | |||||||||||||||||||
|
Occupancy
(2)
|
56 | % | 73 | % | 63 | % | 73 | % | |||||||||||||||
|
ADR
(1)
|
$ | 1,742 | $ | 1,449 | $ | 1,787 | $ | 1,492 | |||||||||||||||
(1)
Includes net-rate hotel nights.
(2)
Excludes net-rate hotel nights as we purchase individual nights but do not have a total number of nights obligation.
Travel revenue is generally recognized when travel occurs. Amounts that have been billed are initially recorded as deferred revenue until recognized when travel occurs. We derive our travel revenue by charging a nightly rate for stays at our portfolio of residences and hotels. For residence and hotel stays, a service charge is also included. Travel revenue also includes amounts collected from fees when a trip is cancelled. A portion of travel revenue comes from customers who do not have paid Subscriptions; these customers receive trial Subscriptions and are primarily from
Inspirato for Good ("IFG")
and
Inspirato for Business ("IFB")
or are customers who are under promotions with partners. We also earn revenue from
Inspirato Only
experiences and
Bespoke
trips.
Our travel revenue and operating results are impacted by the number of trips that we are able to deliver to our members as well as the rates we charge for stays. Our revenue management team establishes nightly rates to optimize desired occupancy and revenue.
Other Factors Affecting Our Performance and Trends and Uncertainties
We believe that the growth and future success of our business depend on many factors, including those from the Key Business Metrics discussed above. While each of these factors presents significant opportunities for our business, they also pose important challenges that we have to successfully address in order to grow our business and improve our results of operations.
Seasonality
Our travel revenues are seasonal, reflecting typical travel behavior patterns of travelers over the course of the calendar year. In a typical year, the first and third quarters have higher travel revenues than the second and fourth quarters. Our Subscription services are typically on annual or multi-year terms so there is limited seasonality in recognition; however, new subscriptions can follow our travel trends as Members require a Subscription to travel.
31
Our results, including total revenues,
Adjusted EBITDA
and
Free Cash Flow
(as defined below), are impacted by the timing of holidays and other events. Holidays and other events generally increase the rates we are able to charge for travel which results in higher gross margin. The majority of our costs are relatively fixed across quarters.
32
Results of operations
The following table sets forth our
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
for the
three months ended September 30, 2025
and
2024
(in thousands, other than percentages):
| Three Months Ended September 30, |
Amount of
increase (decrease) |
Percent
change favorable (unfavorable) |
|||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Revenue | $ | 55,541 | $ | 69,114 | $ | (13,573) | (20) | % | |||||||||||||||
| Cost of revenue | 38,120 | 49,620 | (11,500) | 23 | % | ||||||||||||||||||
| Gain on lease termination | — | (29,895) | 29,895 | n/m | |||||||||||||||||||
| Gross margin | $ | 17,421 | $ | 49,389 | $ | (31,968) | (65) | % | |||||||||||||||
| Gross margin percent | 31 | % | 71 | % | (40) | pp | |||||||||||||||||
| General and administrative | $ | 9,658 | $ | 19,795 | $ | (10,137) | 51 | % | |||||||||||||||
| Sales and marketing | 5,706 | 7,209 | (1,503) | 21 | % | ||||||||||||||||||
| Operations | 3,820 | 5,269 | (1,449) | 28 | % | ||||||||||||||||||
| Technology and development | 929 | 1,728 | (799) | 46 | % | ||||||||||||||||||
| Depreciation and amortization | 948 | 1,010 | (62) | 6 | % | ||||||||||||||||||
| Interest expense, net | 513 | 454 | 59 | (13) | % | ||||||||||||||||||
| Loss on fair value instruments | 281 | 158 | 123 | 78 | % | ||||||||||||||||||
| Restructuring charges | — | 6,985 | (6,985) | n/m | |||||||||||||||||||
| Other expense, net | 2 | 8 | (6) | 75 | % | ||||||||||||||||||
| (Loss) income and comprehensive (loss) income before income taxes | (4,436) | 6,773 | (11,209) | n/m | |||||||||||||||||||
| Income tax expense | 85 | 151 | (66) | 44 | % | ||||||||||||||||||
| Net (loss) income and comprehensive (loss) income | $ | (4,521) | $ | 6,622 | $ | (11,143) | n/m | ||||||||||||||||
n/m - non-meaningful
pp - percentage point
pp - percentage point
Comparison of the three months ended September 30, 2025 and
2024
:
Revenue
.
Total revenue
decreased
$13.6 million
from
$69.1 million
for the
three months ended September 30, 2024
to
$55.5 million
for the three months ended September 30, 2025, a
decrease
of
20%
. Disaggregated revenue for the three months ended September 30, 2025 and
2024
is as follows (in thousands, other than percentages):
| Three Months Ended September 30, |
Amount of
increase (decrease) |
Percent
change favorable (unfavorable) |
|||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Residence and hotel travel | $ | 25,855 | $ | 33,110 | $ | (7,255) | (22) | % | |||||||||||||||
| Experiences and bespoke travel | 8,009 | 9,461 | (1,452) | (15) | % | ||||||||||||||||||
| Total Travel | 33,864 | 42,571 | (8,707) | (20) | % | ||||||||||||||||||
| Subscription | 19,358 | 22,998 | (3,640) | (16) | % | ||||||||||||||||||
| Rewards and other revenue | 2,319 | 3,545 | (1,226) | (35) | % | ||||||||||||||||||
| Total Revenue | $ | 55,541 | $ | 69,114 | $ | (13,573) | (20) | % | |||||||||||||||
33
Travel revenue
decreased
$8.7 million
from
$42.6 million
for the
three months ended September 30, 2024
to
$33.9 million
for the three months ended September 30, 2025. The
decrease
in
residence and hotel travel
revenue was driven by a
33%
decrease
in paid nights delivered resulting in a
decrease
of
$10.8 million
. The
decrease
was partially offset by a
20%
increase
in the ADR recognized for those paid nights, driven primarily from the Company's portfolio optimization, which resulted in an
increase
of
$4.5 million
to travel revenue. Further declines in revenue were caused by a
$1.4 million
decrease
in revenue from
IFG
and
IFB,
partially offset by a
$0.5 million
benefit from the use of accrued benefits from the
Rewards
program during the three months ended September 30, 2025.
Experiences and bespoke travel
decreased
$1.5 million from $9.5 million for the three months ended September 30, 2024 to $8.0 million f
or the three months ended September 30, 2025
due primarily to the timing of those experiences.
Subscription revenue
decreased
$3.6 million
from
$23.0 million
for the
three months ended September 30, 2024
to
$19.4 million
for the three months ended September 30, 2025. The
decrease
is primarily due to a
14%
decrease
in the number of Subscriptions during the three months ended September 30, 2025 as compared to the
three months ended September 30, 2024
, resulting in a
$3.2 million
decrease
to
Subscription
revenue as well as a
$0.7 million
decrease
from a decline in the revenue recognized per Subscription. Decreases in Subscriptions and revenue per Subscription were primarily driven by the decline in
Pass
Subscriptions, which was partially offset by the increase in
Invited
Subscriptions. Additionally, the
decrease
in
Subscription
revenue was partially offset by a
$0.3 million
benefit from the use of accrued benefits from the
Rewards
program during the three months ended September 30, 2025.
Rewards and other revenue
decreased
$1.2 million
from
$3.5 million
for the
three months ended September 30, 2024
to
$2.3 million
for the three months ended September 30, 2025. The
decrease
is primarily the result of estimated usage related to
Rewards
, our member loyalty program, as well as the finalization of estimated benefits due to the
Rewards
program ending on June 30, 2025.
Cost of revenue
.
Cost of revenue
decreased
$11.5 million
from
$49.6 million
for the
three months ended September 30, 2024
to
$38.1 million
for the three months ended September 30, 2025, a
decrease
of
23%
. The
decrease
is primarily a result of a
$5.1 million decrease
in booking fees driven primarily by the decrease in the number of experiences occurring within each period, a
$2.4 million decrease in lease costs driven by the decrease in nights available as well as lower variable operating costs of $2.3 million. The remaining decrease is due to a decrease in fixed operating costs of $1.1 million and decreased depreciation expense in cost of revenue of $0.5 million.
Gain on lease termination.
During the three months ended September 30, 2024, we entered into the Termination Agreement for certain previously impaired, underperforming leases that resulted in a decrease to our right-of-use assets of $4.6 million and a decrease to our operating lease liabilities of $41.7 million, resulting in a gain on lease termination of $37.1 million. The gain was partially offset by the termination fee of $6.6 million as well as the payment of $0.6 million to One Planet Group for the guarantee, as previously discussed. There was no gain on lease termination during the
three months ended September 30, 2025.
General and administrative
.
General and administrative expenses
decreased
$10.1 million
from
$19.8 million
for the
three months ended September 30, 2024
to
$9.7 million
for the three months ended September 30, 2025, a
decrease
of
51%
. The
decrease is primarily a result of
a
decrease
of
$8.5 million in employee compensation, a decrease of $1.4 million in professional services, contract wages and legal fees and a decrease of $0.4 million in cloud software amortization.
Sales and marketing
.
Sales and marketing expenses
decreased
$1.5 million
from
$7.2 million
for the
three months ended September 30, 2024
to
$5.7 million
for the three months ended September 30, 2025, a
decrease
of
21%
. The
decrease
is primarily a result of a
decrease
of
$0.6 million
in employee compensation, a
decrease
of
$0.6 million
in
other marketing expenses such as print and marketing materials as well as corporate partnerships and member benefits and a
decrease of $0.4 million
in software, online advertising and events expense
.
Operations
.
Operations expenses
decreased
$1.5 million
from
$5.3 million
for the
three months ended September 30, 2024
to
$3.8 million
for the three months ended September 30, 2025, a
decrease
of
28%
, primarily due to a
decrease
of
$1.0 million
in employee compensation and a
decrease of $0.5 million in other professional services.
Technology and development
.
Technology and development expenses
decreased
$0.8 million
from
$1.7 million
for the
three months ended September 30, 2024
to
$0.9 million
for the three months ended September 30, 2025, a
decrease
of
46%
, primarily a result of a
decrease
of
$0.7 million
in employee compensation and a
decrease of $0.1 million
in software expense.
34
Depreciation and amortization
.
Depreciation and amortization expenses
decreased
$0.1 million
from $1.0 million for
the
three months ended September 30, 2024
to
$0.9 million for
the three months ended September 30, 2025, primarily due to decreased amortization of internally developed software and decreased computer depreciation expense.
Interest expense, net
.
Interest expense, net
increased
$0.1 million
from the
three months ended September 30, 2024
to the three months ended September 30, 2025.
We incurred interest expense on the Note of $0.5 million during
the three months ended September 30, 2025
as compared to interest expense of $0.6 million during the three months ended September 30, 2024. The interest expense was offset by interest income from our banking relationship of less than $0.1 million and $0.1 million for
the three months ended September 30, 2025 and
2024, respectively
.
Loss on fair value instruments
.
Loss on fair value instruments increased $0.1 million from $0.2 million for the three months ended September 30, 2024 to $0.3 million for the
three months ended September 30, 2025
. Public Warrant fair value adjustments declined from a loss of less than $0.1 million for the three months ended September 30, 2024 to no fair value adjustments for the
three months ended September 30, 2025 due to
the Public Warrants being reclassified as equity-based awards during the year ended December 31, 2024. As a result of the reclassification, the Public Warrants are no longer required to be reassessed for fair value at each balance sheet date. Fair value adjustments on the Note increased from a loss of $0.1 million for the three months ended September 30, 2024 to a loss of $0.3 million for the
three months ended September 30, 2025
, primarily due to ongoing valuation adjustments on the outstanding Note due to the remaining term, market conditions and paid-in-kind interest.
Restructuring charges.
Restructuring charges decreased from $7.0 million for the three months ended September 30, 2024
to
zero
for the three months ended September 30, 2025 primarily as a result of $4.4 million acceleration of equity-based compensation expense and $2.6 million cash restructuring charges that were incurred during the three months ended September 30, 2024.
Other expense, net
.
Other expense, net
remained flat from
the three months ended September 30, 2024 to
the three months ended September 30, 2025, primarily due to losses on the sale of fixed assets.
Income tax expense.
Income tax expense decreased $0.1 million from $0.2 million for the three months ended September 30, 2024 to $0.1 million for the
three months ended September 30, 2025,
primarily due to lower amounts owed to state and foreign taxing authorities.
35
The following table sets forth our
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
for the
nine months ended September 30, 2025
and
2024
(in thousands, other than percentages):
| Nine Months Ended September 30, |
Amount of
increase (decrease) |
Percent
change favorable (unfavorable) |
|||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Revenue | $ | 184,538 | $ | 216,741 | $ | (32,203) | (15) | % | |||||||||||||||
| Cost of revenue | 124,200 | 149,345 | (25,145) | 17 | % | ||||||||||||||||||
| Gain on lease termination | — | (29,895) | 29,895 | n/m | |||||||||||||||||||
| Gross margin | $ | 60,338 | 97,291 | $ | (36,953) | (38) | % | ||||||||||||||||
| Gross margin percent | 33 | % | 45 | % | (12) | pp | |||||||||||||||||
| General and administrative | $ | 31,396 | $ | 48,438 | $ | (17,042) | 35 | % | |||||||||||||||
| Sales and marketing | 16,038 | 24,707 | (8,669) | 35 | % | ||||||||||||||||||
| Operations | 13,232 | 17,058 | (3,826) | 22 | % | ||||||||||||||||||
| Technology and development | 3,133 | 6,044 | (2,911) | 48 | % | ||||||||||||||||||
| Depreciation and amortization | 2,967 | 3,024 | (57) | 2 | % | ||||||||||||||||||
| Interest expense, net | 1,467 | 1,150 | 317 | (28) | % | ||||||||||||||||||
| Loss (gain) on fair value instruments | 55 | (3,675) | 3,730 | n/m | |||||||||||||||||||
| Restructuring charges | — | 6,985 | (6,985) | n/m | |||||||||||||||||||
| Other expense (income), net | 53 | (269) | 322 | n/m | |||||||||||||||||||
| Loss and comprehensive loss income before income taxes | (8,003) | (6,171) | (1,832) | (30) | % | ||||||||||||||||||
| Income tax expense | 209 | 351 | (142) | 40 | % | ||||||||||||||||||
| Net loss and comprehensive loss | $ | (8,212) | $ | (6,522) | $ | (1,690) | (26) | % | |||||||||||||||
n/m - non-meaningful
pp - percentage point
pp - percentage point
Comparison of
nine months ended September 30, 2025
and
2024
:
Revenue
.
Total revenue
decreased
$32.2 million
from
$216.7 million
for the
nine months ended September 30, 2024
to
$184.5 million
for the
nine months ended September 30, 2025
, a
decrease
of
15%
. Disaggregated revenue for the
nine months ended September 30, 2025
and
2024
is as follows (in thousands, other than percentages):
| Nine Months Ended September 30, |
Amount of
increase (decrease) |
Percent
change favorable (unfavorable) |
|||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Residence and hotel travel | $ | 89,058 | $ | 106,372 | $ | (17,314) | (16) | % | |||||||||||||||
| Experiences and bespoke travel | 25,908 | 24,719 | 1,189 | 5 | % | ||||||||||||||||||
| Total Travel | 114,966 | 131,091 | (16,125) | (12) | % | ||||||||||||||||||
| Subscription | 59,613 | 76,303 | (16,690) | (22) | % | ||||||||||||||||||
| Rewards and other revenue | 9,959 | 9,347 | 612 | 7 | % | ||||||||||||||||||
| Total Revenue | $ | 184,538 | $ | 216,741 | $ | (32,203) | (15) | % | |||||||||||||||
36
Travel
revenue
decreased
$16.1 million
from
$131.1 million
for the
nine months ended September 30, 2024
to
$115.0 million
for the
nine months ended September 30, 2025
. The
decrease
in
residence and hotel travel
revenue was driven by a
27%
decrease
in paid nights delivered resulting in a
decrease
of
$28.9 million
. The
decrease
was partially offset by a
20%
increase
in the ADR recognized for those paid nights, driven primarily from the Company's portfolio optimization, which resulted in an
increase
of
$15.3 million
to travel revenue. Further declines in revenue were caused by a
$5.4 million
decrease
in revenue from
IFG
and
IFB,
partially offset by a
$1.7 million
benefit from the use of accrued benefits from the
Rewards
program during the during the
nine months ended September 30, 2025
.
Experiences and bespoke travel
increased
$1.2 million from $24.7 million for the nine months ended September 30, 2024 to $25.9 million f
or the
nine months ended September 30, 2025 due primarily to an increase in
Bespoke
trips.
Subscription
revenue
decreased
$16.7 million
from
$76.3 million
for the
nine months ended September 30, 2024
to
$59.6 million
for the
nine months ended September 30, 2025
. The
decrease
is primarily due to a
14%
decrease
in the number of Subscriptions during the
nine months ended September 30, 2025
as compared to the
nine months ended September 30, 2024
, resulting in a
$10.8 million
decrease
to
Subscription
revenue as well as a
$7.2 million
decrease
from a decline in the revenue recognized per Subscription. Decreases in Subscriptions and revenue per Subscription were primarily driven by the decline in
Pass
Subscriptions, which was partially offset by the increase in
Invited
Subscriptions. Additionally, the decline in
Subscription
revenue was partially offset by a
$1.3 million
benefit from the use of accrued benefits from the
Rewards
program during the
nine months ended September 30, 2025
.
Rewards and other revenue
increased
$0.7 million
from
$9.3 million
for the
nine months ended September 30, 2024
to
$10.0 million
for the
nine months ended September 30, 2025
. The
increase
is primarily the result of estimated usage related to
Rewards
, our member loyalty program, as well as the finalization of estimated benefits due to the
Rewards
program ending on June 30, 2025.
Cost of revenue
.
Cost of revenue
decreased
$25.1 million
from
$149.3 million
for the
nine months ended September 30, 2024
to
$124.2 million
for the
nine months ended September 30, 2025
, a
decrease
of
17%
. The
decrease
is primarily a result of a
$9.6 million decrease
in booking fees, driven primarily by the decrease in leased hotels and lower nights delivered at hotels due to decreased
Pass
Subscriptions and limited availability of those hotels to
Pass
members. Further decreases were due to an
$8.5 million decrease in lease costs driven by the decrease in nights available
. The remaining decrease was due to
lower variable operating costs of $4.4 million,
a decrease in fixed operating costs of $3.5 million
and decreased depreciation expense in cost of revenue of $0.9 million. The decreases were partially offset by an increase in other cost of revenue of $1.8 million
.
Gain on lease termination.
During the nine months ended September 30, 2024, we entered into the Termination Agreement for certain previously impaired, underperforming leases that resulted in a decrease to our right-of-use assets of $4.6 million and a decrease to our operating lease liabilities of $41.7 million, resulting in a gain on lease termination of $37.1 million. The gain was partially offset by the termination fee of $6.6 million as well as the payment of $0.6 million to One Planet Group for the guarantee, as previously discussed. There was no gain on lease termination during the nine months ended September 30, 2025
.
General and administrative
.
General and administrative
expenses
decreased
$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%
. The
decrease
is primarily a result of a
decrease
of
$14.7 million in employee compensation,
a
decrease of
$1.6 million
in merchant fees,
a decrease of $1.5 million in professional services, contract wages and legal fees and a decrease of $0.4 million in corporate insurance expense.
The
decreases were partially offset by a $0.7 million increase in travel and entertainment expense, a $0.3 million increase in corporate card charges and a $0.1 million increase in cloud software amortization.
Sales and marketing
.
Sales and marketing
expenses
decreased
$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%
. The
decrease
is primarily a result of a
decrease
of
$5.1 million
in employee compensation, a
$2.4 million
decrease
in software, online advertising and events expense, a
$0.7 million
decrease
in print and mail marketing materials and a
decrease of $0.7 million in other marketing expenses such as corporate partnerships and member benefits
.
Operations
.
Operations
expenses
decreased
$3.9 million
from
$17.1 million
for the
nine months ended September 30, 2024
to
$13.2 million
for the
nine months ended September 30, 2025
, a
decrease
of
22%
, primarily due to a
decrease of
$3.5 million
in employee compensation and a
decrease of $1.1 million in other professional services. The decreases were p
artially offset by a net
$0.6 million
increase
in operational expenses which are inclusive of increases in corporate spend.
37
Technology and development
.
Technology and development
expenses
decreased
$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%
, primarily a result of a
decrease
of
$3.2 million
in employee compensation which was partially offset by an
increase of $0.3 million
in software expense.
Depreciation and amortization
.
Depreciation and amortization
expenses
remained flat from
the
nine months ended September 30, 2024
to the
nine months ended September 30, 2025,
primarily due to stabilized capital spend that serves to replace long-lived assets as they come to the end of their useful lives.
Interest expense, net
.
Interest expense, net
increased
$0.3 million from $1.2 million
for the
nine months ended September 30, 2024
to
$1.5 million for
the
nine months ended September 30, 2025, an increase of 28%
.
We incurred interest expense on the Note of $1.7 million during the nine months ended September 30, 2025 as compared $1.6 million during the nine months ended September 30, 2024. The interest expense was offset by interest income from our banking relationship of $0.2 million for the nine months ended September 30, 2025 as compared to $0.4 million for the nine months ended September 30, 2024.
Loss (gain) on fair value instruments
.
Loss (gain) on fair value instruments changed from a gain of $3.7 million for the nine months ended September 30, 2024 to a loss of $0.1 million for the nine months ended September 30, 2025. Public Warrant fair value adjustments declined from a loss of $0.1 million for the nine months ended September 30, 2024 to no fair value adjustments for the nine months ended September 30, 2025
due to
the Public Warrants being reclassified as equity-based awards during the year ended December 31, 2024. As a result of the reclassification, the Public Warrants are no longer required to be reassessed for fair value at each balance sheet date. Fair value adjustments on the Note changed from a gain of $3.8 million for the nine months ended September 30, 2024 to a loss of $0.1 million for the nine months ended September 30, 2025, primarily due to ongoing valuation adjustments on the outstanding Note due to the remaining term, market conditions and paid-in-kind interest.
Restructuring charges.
Restructuring charges decreased from $7.0 million
for the
nine months ended September 30, 2024 to zero f
or the
nine months ended September 30, 2025
primarily as a result of $4.4 million acceleration of equity-based compensation expense and $2.6 million cash restructuring charges that were incurred during the nine months ended September 30, 2024.
Other expense (income), net
.
Other expense (income), net changed
from other income, net of
$0.3 million
for the
nine months ended September 30, 2024
to other expense, net of
$0.1 million
for the
nine months ended September 30, 2025.
The
change
is primarily due to
$0.4 million in insurance recoveries from
nine months ended September 30, 2024
that were not received during the
nine months ended September 30, 2025.
Income tax expense.
Income tax expense decreased $0.2 million from $0.4 million for the nine months ended September 30, 2024 to $0.2 million the nine months ended September 30, 2025, a decrease of 40.5%. The decrease is primarily due to lower amounts owed to state and foreign taxing authorities.
38
Liquidity and Capital Resources
Overview
As of
September 30, 2025
, we had
$13.7 million
of
cash and cash equivalents
and
$13.1 million
of
restricted cash
. Further, as a result of the Reorganization Plan entered into in conjunction with the closing of the One Planet Group Financing during the year ended December 31, 2024, we engaged in several initiatives that together are expected to result in the following cash savings into the year ended December 31, 2025:
•
We performed a reduction in force on August 12, 2024, which resulted in approximately
$15.0 million
in annualized cash savings. Additional headcount reductions from the planned elimination of positions as employees departed Inspirato after August 12, 2024 through December 31, 2024 has resulted in approximately
$3.0 million
in additional annualized cash savings. Additionally, during the nine months ended
September 30, 2025
, we have further reduced headcount overall resulting in app
roximately $5.0 million in annualized savings.
•
The Termination Agreement resulted in the removal of $57.0 million in future lease payments through 2032 resulting in annualized cash savings of approximately $7.5 million. The Termination Agreement also resulted in a $6.6 million termination fee paid in installments from August 2024 to March of 2025.
•
We reviewed and negotiated non-critical spend such as professional fees, software and noncritical marketing, which has resulted in annualized savings of approximately $10.0 million from efforts made during the year ended December 31, 2024 and an incremental $3.0 million in annualized savings from efforts made during the nine months ended September 30, 2025
.
•
During the year ended December 31, 2024, we reviewed our lease portfolio to either renegotiate unfavorable leases or to exit unprofitable properties, a process has resulted in approximately
$4.7 million
in annualized savings. Additionally, during the nine months ended
September 30, 2025,
we have continued to renegotiate unfavorable leases or exit unfavorable properties which has resulted in
$1.6 million
in annualized savings,
Together, these strategic initiatives and the
One Planet Group
capital transactions, we have completed support our belief that our
cash and cash equivalents
on hand will be sufficient to meet our projected working capital and capital expenditure requirements for a period of at least the next twelve months.
We are operating in an uncertain economic environment, however, and we cannot make assurances that our Reorganization Plan will result in the cash savings we anticipate, that our business will generate sufficient cash flow from operations or that financing will be available to us and in amounts sufficient to enable us to fund our other liquidity needs. If cash generated from our operations is not sufficient or available to meet our liquidity requirements, then we may be required to obtain additional financing in the future. There can be no assurances that equity or debt financing will be available to us if or when we need it or, if available, the terms will be satisfactory to us.
Our principal sources of liquidity have historically consisted of cash flow from financing activities, including the transactions contemplated by the Investment Agreement and the Note during the years ended December 31, 2024 and 2023, respectively, as well as operating activities, primarily from revenue related to travel and Subscriptions.
We have generally maintained a working capital deficit, meaning that our current liabilities exceed our current assets, primarily due to our significant
deferred revenue
and operating leases.
Deferred revenue
relates primarily to travel, Subscriptions and travel credits purchased, all of which are paid to us in advance but are not yet taken or consumed and accordingly do not represent an obligation to make future cash payments other than to fund trip-related expenses, and to a lesser extent
Rewards
, which is an accounting allocation to defer a portion of members’ spend. As of
September 30, 2025
,
deferred revenue
included
$56.0 million
,
$76.8 million
,
$17.5 million
and
$2.5 million
for travel, Subscriptions, travel credits and
Rewards
, respectively. Also, as of
September 30, 2025
, our current operating
lease liabilities
totaled
$50.1 million
and our noncurrent operating lease liabilities totaled
$106.5 million, however our leases generally contain termination rights where we can terminate the lease with 180 to 360 days notice without a termination fee
. Our cash needs vary from period to period primarily based on the timing of travel and sales promotions.
39
Additionally, on September 24, 2024, we
entered into the Sales Agreement with Northland to sell shares of our Class A Common Stock, from time to time, through an "at the market offering" program under which Northland will act as sales agent or principal. We have an aggregate offering of up to $17,582,393 of Class A Common Stock for sale under the Sales Agreement and have not begun to sell shares under the Sales Agreement as of September 30, 2025.
At our discretion, we have the ability to sell shares through the Sales Agreement for incremental liquidity.
Our future capital requirements will depend on many factors including our rate of member and revenue growth, travel bookings, change in the number of properties,
our ability to improve operating efficiencies and overall economic conditions
.
The following table presents summarized information from our
Condensed Consolidated Statements of Cash Flows
for the
nine months ended September 30, 2025
and
2024
(in thousands)
:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash used in operating activities | $ | (7,750) | $ | (22,713) | |||||||
| Net cash used in investing activities | (2,526) | (4,833) | |||||||||
| Net cash provided by financing activities | 2,058 | 9,419 | |||||||||
| Net decrease in cash, cash equivalents and restricted cash | $ | (8,218) | $ | (18,127) | |||||||
Cash Flows
Net cash used in operating activities
.
Net cash used in operating activities
decreased
from
$22.7 million
during the
nine months ended September 30, 2024
to
$7.8 million
during the
nine months ended September 30, 2025
. The
decrease in net cash used in operating activities
was primarily driven by changes in operating assets and liabilities including a
$5.3 million
change in deferred revenue and
a $4.6 million change in prepaid member travel. Further decreases were driven by
non-cash benefits in cash flows used in operating activities of
$15.2 million from a decrease in equity-based compensation and a $0.1 million change in loss on disposal of fixed assets. The decreases in net cash used in operating activities were partially offset by
a
$30.3 million
reduction to asset impairments and (gain) on lease termination, a
$5.5 million change in accounts payable and accrued liabilities, a $3.7 million change in adjustments to fair value instruments and a
$0.7 million change in other assets
.
Net cash used in investing activities
.
Net cash used in investing activities
decreased
from
$4.8 million
during the
nine months ended September 30, 2024
to
$2.5 million
during the
nine months ended September 30, 2025
. The
decrease
was driven by lower expenditures for property and equipment of
$2.0 million and lower expenditures related to ongoing internal software development projects of $0.3 million
.
Net cash provided by financing activities
.
Net cash provided by financing activities
changed
from
$9.4 million
during the
nine months ended September 30, 2024
to
$2.1 million
during the
nine months ended September 30, 2025
. The
change
is primarily due to proceeds from the Investment Agreement of
$10.0 million received during the nine months ended September 30, 2024 that were not received during the nine months ended September 30, 2025 and lower payments of employee taxes for share-based awards of $0.7 million. The decreases in net cash provided by financing activities were partially offset by
proceeds from the exercise of the Investment Warrants of
$2.0 million during the nine months ended September 30, 2025
.
Use of Cash and Contractual Obligations
We expect to meet our cash requirements for the next twelve months through use of our available cash and cash equivalents and cash flows from operating activities. We expect to meet our long-term cash requirements with cash flows from operating and financing activities, including, but not limited to, potential future issuances of debt or equity. Our primary uses of cash are for operating expenses, lease payments and capital expenditures.
40
Our future commitments include the following
:
•
Our outstanding obligations under the Note payable in 2028 (including principal and coupon interest). The Note is an unsubordinated secured obligation of
Inspirato
. The Note is secured by a first priority security interest in substantially all of Inspirato’s and its domestic subsidiaries’ assets. The Note is fully and unconditionally guaranteed by certain existing and future domestic subsidiaries of Inspirato.
The Note bears interest at a fixed rate of 8% per annum. Interest on the Note is due quarterly on the last business day of each calendar quarter following the issuance of the Note and we have elected to pay interest in kind by increasing the outstanding principal amount of the Note by the amount of interest payable on such interest payment date.
The Note will mature on September 29, 2028, subject to earlier conversion, redemption or repurchase.
See Note 7 – Debt in our Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
•
Our operating lease liabilities, primarily for vacation properties, and our corporate headquarters. The leases may require us to pay taxes, insurance, utilities and maintenance costs. Our active leases generally contain extension options at the approval of both parties as well termination rights where we can terminate the lease with 180 to 360 days' notice without a termination fee. We have been undergoing a lease optimization process to decrease our cash commitments related to operating leases. Pursuant to this process, we have renegotiated certain leases and terminated certain leases, depending on the individual lease situation. As of September 30, 2025, we did not enter into any leases that have not yet commenced. See Note 8 – Leases in our Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
•
Our other multi-year obligations primarily from software and other long term contracts.
Future minimum annual commitments as of September 30, 2025 are as follows (in thousands):
| Fiscal Year Ending | December 31, | ||||
| Remainder of 2025 | $ | 18,573 | |||
| 2026 | 58,130 | ||||
| 2027 | 37,408 | ||||
| 2028 | 45,234 | ||||
| 2029 | 16,349 | ||||
| 2030 and thereafter | 38,666 | ||||
| Total future minimum commitments | $ | 214,360 | |||
Non-GAAP Financial Metrics
In addition to our results determined in accordance with GAAP, we use Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our Board concerning our business and financial performance. We believe that these non-GAAP financial measures provide useful information to investors about our business and financial performance, enhance their overall understanding of our past performance and future prospects, and allow for greater transparency with respect to metrics used by our management in their financial and operational decision making. We are presenting these non-GAAP financial measures to assist investors in seeing our business and financial performance through the eyes of management, and because we believe that these non-GAAP financial measures provide an additional tool for investors to use in comparing results of operations of our business over multiple periods with other companies in our industry.
There are limitations related to the use of these non-GAAP financial measures, including that they exclude significant expenses that are required by GAAP to be recorded in our financial measures. Other companies may calculate non-GAAP financial measures differently or may use other measures to calculate their financial performance, and therefore, our non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies. Thus, these non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to any measures derived in accordance with GAAP.
41
We provide a reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow to their respective related GAAP financial measures. We encourage investors and others to review our business, results of operations, and financial information in its entirety, not to rely on any single financial measure, and to view Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow in conjunction with their respective related GAAP financial measures.
Adjusted EBITDA and Adjusted EBITDA Margin
We define Adjusted EBITDA as net (loss) income and comprehensive (loss) income less interest expense, net, income tax expense, depreciation and amortization, equity‑based compensation, and fair value gains and losses on financial instruments. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of total revenue for the same period.
The above items are excluded from our Adjusted EBITDA measure because our management believes that they are not indicative of our core operating performance and do not reflect the underlying economics of our business. The following table represents a reconciliation of our net (loss) income and comprehensive (loss) income, the closest GAAP measure, to Adjusted EBITDA (in thousands, other than percentages):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net (loss) income and comprehensive (loss) income | $ | (4,521) | $ | 6,622 | $ | (8,212) | $ | (6,522) | |||||||||||||||
| Interest expense, net | 513 | 454 | 1,467 | 1,150 | |||||||||||||||||||
| Income tax expense | 85 | 151 | 209 | 351 | |||||||||||||||||||
|
Depreciation and amortization
(1)
|
2,498 | 3,064 | 7,665 | 8,512 | |||||||||||||||||||
| Equity‑based compensation | 240 | 7,279 | 2,029 | 12,829 | |||||||||||||||||||
| Loss (gain) on fair value instruments | 281 | 158 | 55 | (3,675) | |||||||||||||||||||
| Gain on lease termination | — | (29,895) | — | (29,895) | |||||||||||||||||||
| Restructuring charges | — | 6,985 | — | 6,985 | |||||||||||||||||||
| Other non-recurring professional fees | — | 1,828 | — | 1,828 | |||||||||||||||||||
| Transaction costs | 816 | — | 1,587 | — | |||||||||||||||||||
| Adjusted EBITDA | $ | (88) | $ | (3,354) | $ | 4,800 | $ | (8,437) | |||||||||||||||
|
Adjusted EBITDA Margin
(2)
|
(0.2) | % | (4.9) | % | 2.6 | % | (3.9) | % | |||||||||||||||
(1)
Depreciation and amortization is included within cost of revenue, general and administrative and depreciation and amortization within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
(2)
We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of total revenue for the same period.
Free Cash Flow
We define Free Cash Flow as net cash used in operating activities less purchases of property and equipment and development of internal-use software. We believe that Free Cash Flow is a meaningful indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after purchases of property and equipment and development of internal-use software, that can be used for strategic initiatives, if any.
42
The following table presents a reconciliation of our net cash used in operating activities, the closest GAAP measure, to Free Cash Flow (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net cash provided by (used in) operating activities | $ | (2,205) | $ | (13,744) | $ | (7,750) | $ | (22,713) | |||||||||||||||
| Purchase of property and equipment | (777) | (1,135) | (2,272) | (4,305) | |||||||||||||||||||
| Development of internal-use software | — | (172) | (254) | (528) | |||||||||||||||||||
| Free Cash Flow | $ | (2,982) | $ | (15,051) | $ | (10,276) | $ | (27,546) | |||||||||||||||
Recently Adopted Accounting Pronouncements
For information on recently adopted accounting pronouncements, see Note 2 – Significant Accounting Policies within the Company’s 2024 Form 10-K, which was filed with the SEC on March 26, 2025, as well as Note 2 – Significant Accounting Policies within the Condensed Consolidated Financial Statements included within this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Our principal market risks are our exposure to interest rates, foreign currency risks and equity risk.
Interest Rate Risk
Changes in interest rates affect the interest earned on total cash and cash equivalents as well as interest paid on debt. Additionally, interest rates are an input into the binomial lattice we use to calculate the fair value of debt.
A hypothetical 10% increase or decrease in interest rates would not have a material impact on interest expense or interest income earned during the three or nine months ended September 30, 2025.
As of September 30, 2025, there was $29.3 million aggregate principal amount of the Note outstanding. We have elected to carry the Note at fair value. The fair value of the Note changes when the market price of our stock fluctuates or interest rates change. A hypothetical 10% increase or decrease in interest rates would have a $0.9 million impact on the fair value of debt along with a complementary impact to loss (gain) on fair value instruments within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
Foreign Currency Risk
We are exposed to foreign currency risk, mainly related to non-lease operating expenditures that we incur in foreign countries. Many of our leases, which are the most significant component of operating costs in foreign countries, are denominated in U.S. dollars and thus do not result in foreign currency risk. During the three and nine months ended September 30, 2025, our operating expenditures denominated in foreign currencies were approximately $3.4 million and $18.2 million, respectively, primarily in Mexican Pesos and Euros. Additionally, as of September 30, 2025 we have $15.9 million in foreign currency denominated lease liabilities, primarily in Euros. A hypothetical 10% increase or decrease in the value of the U.S. dollar relative to foreign currencies would have a $1.9 million and $3.4 million impact to our Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three and nine months ended September 30, 2025, respectively.
Equity Risk
We are exposed to risk related to our stock price which can impact our equity‑based compensation expense as well as our overall market capitalization. The fair market value of our stock could increase or decrease substantially in the near term and could have a material impact to our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income with respect to future equity‑based compensation costs, specifically related to the performance based units which vest upon our stock price being above $15 per share, as well as any other equity based transactions. A hypothetical 10% increase or decrease in our stock price would not have an impact on our Condensed Consolidated Financial Statements for the three or nine months ended September 30, 2025.
43
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including its Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO", collectively the “Executives”), to allow timely decisions regarding required disclosures.
Our management, with the participation of the Executives, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, and as a result of the material weakness described below, the Executives concluded that as of September 30, 2025, our disclosure controls and procedures were not effective to a reasonable assurance level.
Nevertheless, based on the performance of additional procedures by management designed to ensure reliability of financial reporting, our management has concluded that, notwithstanding the material weaknesses described below, the Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q, fairly present, in all material respects, our financial position, results of operations, and cash flows as of the dates, and for each of the periods presented, in conformity with U.S. GAAP
.
Remediation Plan for Material Weaknesses in Internal Control Over Financial Reporting
In response to the material weaknesses identified in “Management’s Reporting on Internal Control Over Financial Reporting,” with
in the Company’s 2024 Form 10-K, which was filed with the SEC on March 26, 2025
we, with oversight from the Audit Committee of the Board of Directors, developed a plan to remediate the material weakness. Ongoing remediation activities include:
•
Continue to design and implement Information Technology General Controls ("ITGCs"), focusing on user access controls, periodic access reviews, and change management;
•
Enhance the design and implementation of process-level control activities, ensuring they are properly evidenced and operating effectively;
•
Continue to enhance documentation and control execution, ensuring the completeness and accuracy of supporting data; and
•
Continue to provide training to our control operators.
During 2024, we had executive leadership changes in the
CEO
and CFO positions. Under the direction of the new
officers, we are holding control owners accountable for effective control operation and have implemented and enhanced process-level control activities. On at least a quarterly basis, management reports to the Audit Committee regarding the status of material weakness remediation efforts, including the number of control deficiencies, progress made towards material weakness remediation and the implementation of additional process-level control activities throughout the Company.
We continue to remediate the material weaknesses identified. We are committed to continuing to improve our internal control over financial reporting and will continue to review and improve our internal control over financial reporting controls and ITGCs, as described above.
We believe the foregoing efforts have led to improvements in our control environment during 2025 and we intend to remediate the material weaknesses described in our Annual Report on Form 10-K for the year ended December 31, 2024 during the year ended December 31, 2026. Because the reliability of the internal control process requires repeatable execution, the successful on-going remediation of the material weaknesses will require on-going review and evidence of effectiveness prior to concluding that controls are effective.
44
Changes in Internal Control Over Financial Reporting
As outlined above, we are in the process of taking steps to remediate the material weaknesses. We made no other changes in internal control over financial reporting during the quarter ended
September 30, 2025
that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
45
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may become involved in litigation or other legal proceedings arising in the ordinary course of our business. Except as described below, we are not currently a party to any material litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors.
Legal Dispute with Former CEO and Board Member
We are currently involved in a legal dispute with a former CEO and a former Chairman of Inspirato. The parties filed suit in November of 2024 in Colorado State Court. The former officers have made claims asserting a continuing right to a purported lifetime Founders’ Travel Benefit, for which they are seeking unspecified damages. We dispute the claims and have asserted counterclaims against the former officers. Litigation is currently ongoing and in the discovery phase.
Legal Dispute with Former President/Board Member
We are currently engaged in a legal dispute with a former President and member of the Board of Directors. The individual was terminated from his position as President in April 2025 and concurrently removed from the Board. Following the departure, a dispute arose concerning the interpretation and enforcement of his employment agreement and severance entitlements. In August 2025, the former officer initiated arbitration proceedings against the Company, alleging breach of his employment agreement. The matter remains in the early stages of arbitration.
Class Action Complaint Relating to Restatement
On February 16, 2023, a class action lawsuit was filed in the U.S. District Court for the District of Colorado (the “Court”) captioned
Keith Koch, Individually and on behalf of all others similarly situated v. Inspirato Incorporated, Brent Handler, and R. Webster Neighbor
, with Ilan Bouzaglo later appointed as the lead and named plaintiff. On September 29, 2025, the Court granted the defendants’ motion to dismiss and entered judgment in our favor, dismissing the case with prejudice. As no appeal was filed within the 30-day period provided under the Federal Rules of Appellate Procedure, the dismissal is now final.
Item 1A. Risk Factors.
There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Rule 10b5-1 Trading Arrangements
During the nine months ended September 30, 2025, no director or Section 16 officer of the Company
adopted
, modified or
terminated
a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
46
Item 6. Exhibits.
The exhibits listed below are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Provided Herein | Form | File No. | Exhibit | Filing Date | ||||||||||||||||||||||||||||||||
| 1.1 | 8-K | 001-39791 | 1.1 | September 25, 2024 | ||||||||||||||||||||||||||||||||||
| 2.1 | 8-K | 001-39791 | 2.1 | June 26, 2025 | ||||||||||||||||||||||||||||||||||
| 3.1 | 10-Q | 001-39791 | 3.1 | November 9, 2023 | ||||||||||||||||||||||||||||||||||
| 3.1.1 | 8-K | 001-39791 | 3.2 | October 18, 2023 | ||||||||||||||||||||||||||||||||||
| 3.2 | 8-K | 001-39791 | 3.1 | April 28, 2025 | ||||||||||||||||||||||||||||||||||
| 10.1 | 8-K | 001-39791 | 10.1 | September 23, 2025 | ||||||||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||||||||
| 32.1+ | X | |||||||||||||||||||||||||||||||||||||
| 101.INS | INLINE XBRL Instance Document | |||||||||||||||||||||||||||||||||||||
| 101.SCH | INLINE XBRL Taxonomy Extension Schema Document | |||||||||||||||||||||||||||||||||||||
| 101.CAL | INLINE XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.DEF | INLINE XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.LAB | INLINE XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.PRE | INLINE XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document or included within the Exhibit 101 attachments) | |||||||||||||||||||||||||||||||||||||
The exhibits listed below are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.
+
The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Inspirato Incorporated under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
47
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Inspirato Incorporated | ||||||||
|
Date: November 5, 2025
|
By: |
/s/ Payam Zamani
|
||||||
|
Payam Zamani
|
||||||||
|
Chief Executive Officer and Chairman of the Board
|
||||||||
| (Principal Executive Officer) | ||||||||
|
Date: November 5, 2025
|
By: |
/s/ Michael Arthur
|
||||||
|
Michael Arthur
|
||||||||
|
Chief Financial Officer
|
||||||||
| (Principal Financial and Accounting Officer) | ||||||||
48
TABLE OF CONTENTS
Part I - Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits. The Exhibits Listed Below Are Filed Or Incorporated By Reference As Part Of This Quarterly Report on Form 10-qItem 6. Exhibits