Merger cashes out Inspirato (ISPO) CEO and affiliate at $4.27

Rhea-AI Filing Summary

Inspirato Inc. completed a cash merger that cashed out its CEO’s holdings at $4.27 per share. Under an Agreement and Plan of Merger involving Exclusive Investments, LLC and Boomerang Merger Sub, each outstanding Class A share was converted into the right to receive $4.27 in cash, excluding certain specified shares.

CEO and 10% owner Payam Zamani reported the disposition of 1,170,000 directly held Class A shares and 4,288,928 indirectly held Class A shares at $4.27 per share, leaving no reported Class A ownership. An affiliated entity controlled by One Planet Group LLC held 300,000 of these shares, over which Mr. Zamani has voting and dispositive power.

Warrants to purchase 3,061,215 Class A shares held by One Planet Group were also disposed of in connection with the merger and were cashed out based on the excess of the $4.27 merger consideration over the warrant exercise price, resulting in zero warrants reported beneficially owned after the transaction.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zamani Payam

(Last) (First) (Middle)

C/O INSPIRATO INCORPORATED

1544 WAZEE STREET

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Inspirato Inc [ ISPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/03/2026		D(1)		1,170,000	D	$4.27(1)	0	D
Class A Common Stock	02/03/2026		D(1)		4,288,928	D	$4.27(1)	0	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
WARRANT (RIGHT TO BUY)	$3.43	02/03/2026		D(3)			3,061,215	12/09/2024	09/13/2029	Class A Common Stock	3,061,215	$4.27	0	I	See footnote(2)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated December 16, 2025 (the Merger Agreement), by and among Exclusive Investments, LLC (Parent), Boomerang Merger Sub, Inc. (Merger Sub), and Inspirato Incorporated (the Company), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the Merger). At the effective time of the Merger, each issued and outstanding share of the Companys Class A common stock (excluding shares owned by Parent, Merger Sub, the Company or their subsidiaries, or shares held by stockholders who properly demanded appraisal rights) was converted into the right to receive $4.27 in cash per share, subject to applicable withholding (the Merger Consideration).

2. The 4,284,928 shares of Class A common stock referenced in Box 4 included 300,000 shares of Class A common stock that are held by an affiliated entity controlled by One Planet Group LLC (One Planet Group). In his capacity as President and CEO of One Planet Group, Mr. Zamani has voting and dispositive power over the securities that are held or controlled by One Planet Group. As a result, 3,984,928 shares of Class A common stock were deemed to be directly beneficially owned by One Planet Group and indirectly beneficially owned by Mr. Zamani, while the 300,000 shares of Class A common stock described above were deemed to be indirectly beneficially owned by both One Planet Group and Mr. Zamani.

3. Pursuant to the Merger Agreement, the warrants to purchase shares of Class A common stock held by One Planet Group were cashed out based on the excess of the Merger Consideration over the exercise price per share of the warrants.

Remarks:

	/S/ BRENT WADMAN, BY POWER OF ATTORNEY	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transaction did ISPO CEO Payam Zamani report on this Form 4?

Payam Zamani reported disposing of all reported Inspirato Class A holdings. This included 1,170,000 directly held shares, 4,288,928 indirectly held shares, and 3,061,215 warrants, all removed from his reported beneficial ownership in connection with the $4.27-per-share cash merger.

At what price were Inspirato (ISPO) shares cashed out in the merger?

Each issued and outstanding Class A share was converted into the right to receive $4.27 in cash per share. This fixed cash amount, called the Merger Consideration, applied at the effective time of the merger, subject to applicable tax withholding requirements.

How many Inspirato (ISPO) shares did affiliates of Payam Zamani hold in this filing?

The filing notes 4,284,928 Class A shares in Box 4 tied to indirect ownership. Of these, 300,000 shares were held by an affiliated entity controlled by One Planet Group LLC, over which Mr. Zamani has voting and dispositive power through his role at One Planet Group.

What happened to the Inspirato (ISPO) warrants held by One Planet Group?

Warrants to purchase 3,061,215 Inspirato Class A shares held by One Planet Group were cashed out under the merger terms. The cash-out amount was based on the difference between the $4.27 merger consideration and the warrants’ exercise price per share.

Did Payam Zamani report any remaining Inspirato (ISPO) ownership after the merger?

No Class A shares or related warrants were reported as beneficially owned after the transactions. Following the cash merger and associated cash-out of stock and warrants, the Form 4 shows zero Class A common stock and zero derivative securities remaining.

Who were the merger parties involved with Inspirato (ISPO) in this Form 4?

The merger agreement was among Exclusive Investments, LLC as Parent, Boomerang Merger Sub, Inc. as Merger Sub, and Inspirato Incorporated. Merger Sub combined with Inspirato, leaving Inspirato as a wholly owned subsidiary of Exclusive Investments, LLC after completion.