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Equity-Based Compensation | 3 Months Ended
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Mar. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Equity-Based Compensation | (12) Equity-Based Compensation During the three months ended March 31, 2025 and 2024, the Company recognized $1.1 million and $2.9 million, respectively, of equity‑based compensation. The following table details where equity‑based compensation is recognized on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands):
|  |  | Three Months Ended March 31,
|  |  |  |  | 2025 |  | 2024
Cost of revenue |  |  |  |  | $ | 198 |  | $ | 18
General and administrative |  |  |  |  | 679 |  | 2,062
Sales and marketing |  |  |  |  | 62 |  | 322
Operations |  |  |  |  | 100 |  | 293
Technology and development |  |  |  |  | 36 |  | 183
Total equity-based compensation |  |  |  |  | $ | 1,075 |  | $ | 2,878
The Company also recognized income tax benefits from stock compensation of $0.3 million and $0.4 million for the three months ended March 31, 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 (“RSU”) 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 one 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. Equity Awards Detail RSUs The following table represents RSU activity for the three months ended March 31, 2025 and 2024 (in thousands, except per share amounts):
| Number of units |  | Weighted average grant date fair value
Outstanding as of December 31, 2023 | 727 |  | $ | 41.42
Vested | (167) |  | $ | 37.07
Forfeited | (8) |  | $ | 40.65
Outstanding as of March 31, 2024 | 552 |  | $ | 42.74
Outstanding as of December 31, 2024 | 959 |  | $ | 6.83
Granted | 235 |  | $ | 4.73
Vested | (95) |  | $ | 13.41
Forfeited | (16) |  | $ | 16.16
Outstanding as of March 31, 2025 | 1,083 |  | $ | 5.66
As of March 31, 2025, there was $3.5 million of unrecognized compensation cost related to the RSUs, which is expected to be recognized over a weighted average period of 2.4 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 will 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”). If the performance stock price goal is not met during the Performance Period, the Share Price PBUs will be forfeited on August 14, 2025. During the three months ended March 31, 2025, $0.1 million of stock compensation expense was recognized to general and administrative within the Condensed Consolidated Statement of Operations and Comprehensive Income related to the Share Price PBUs and there is $0.2 million of unrecognized stock compensation expense as of March 31, 2025. The Company had 500,000 Share Price PBUs outstanding as of March 31, 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 three months ended March 31, 2025 the financial targets set for the Target PBUs were modified to have partial achievement metrics. As of March 31, 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 months ended March 31, 2025. The Company had 268,362 Target PBUs outstanding as of March 31, 2025. Options The Company had 107,000 and 123,000 stock options outstanding and exercisable as of March 31, 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 months ended March 31, 2025 or 2024.

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