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Noncontrolling Interest

9 Months Ended

Sep. 30, 2024

Noncontrolling Interest

Noncontrolling Interest

(13) Noncontrolling Interest

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 the Company equal to the number of common units exchanged. This exchange also involved the surrender and cancellation of the same number of outstanding shares of Class V Common Stock of the Company held by such members. The Mandatory Exchange occurred on September 30, 2024 and as of September 30, 2024, there is no remaining noncontrolling interest as Inspirato Incorporated fully owns Inspirato LLC.

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As of December 31, 2023, the noncontrolling interests owned 45.1% of Inspirato LLC. During the three and nine months ended September 30, 2024, the Company issued 2,858,000 shares 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.

The following table summarizes the changes in share ownership of Inspirato LLC (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Common Units
​			Inspirato Incorporated	​		Continuing Inspirato LLC Members		Continuing Inspirato LLC Members subject to vesting	​		Total
Balance as of January 1, 2023	​	​	3,136	​	​	2,983	​	85	​	​	6,204
Conversion of Class V to Class A		​	144	​	​	(144)	​	—	​	​	—
Vesting of profits interests	​	​	—	​	​	79	​	(79)	​	​	—
Issuance of Common Stock from net option exercises and vesting of restricted stock units	​	​	174	​	​	—	​	—	​	​	174
Balance as of September 30, 2023		​	3,454	​		2,918	​	6	​	​	6,378
​	​	​	​	​	​	​	​	​	​	​	​
Balance as of January 1, 2024	​	​	3,537	​	​	2,907	​	—	​	​	6,444
Conversion of Class V to Class A	​	​	2,907	​	​	(2,907)	​	—	​	​	—
Issuance of Common Stock pursuant to Investment Agreement	​	​	2,915	​	​	—	​	—	​	​	2,915
Issuance of Common Stock from employee stock purchases and vesting of restricted stock units	​	​	694	​	​	—	​	—	​	​	694
Balance as of September 30, 2024		​	10,053	​		—	​	—	​	​	10,053

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- Definition

The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 810
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/810/tableOfContent

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- References

No definition available.

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