Form 4: Inspirato CEO Sells All Shares in $4.27/Share Merger

Inspirato Inc. CEO Payam Zamani disposed of all his Class A common stock and warrants at $4.27 per share following the company's merger into a wholly-owned subsidiary of Exclusive Investments, LLC.

Summary

• Inspirato Inc. completed a merger on February 3, 2026, where it became a wholly-owned subsidiary of Exclusive Investments, LLC, pursuant to an Agreement and Plan of Merger dated December 16, 2025.
• Each outstanding share of Inspirato's Class A common stock was converted into the right to receive $4.27 in cash per share, subject to applicable withholding.
• CEO Payam Zamani disposed of 1,170,000 shares of Class A Common Stock directly and 4,288,928 shares indirectly, all at $4.27 per share.
• The indirect disposition included 300,000 shares held by an affiliated entity controlled by One Planet Group LLC and 3,984,928 shares directly beneficially owned by One Planet Group and indirectly by Mr. Zamani.
• Mr. Zamani also disposed of 3,061,215 warrants to purchase Class A Common Stock, which were cashed out based on the merger consideration of $4.27 exceeding the $3.43 exercise price per share.
• Following these transactions, Mr. Zamani holds no beneficial ownership in Inspirato Inc.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-slightly positive event for the reporting person, as it represents a successful cash exit from a public company that has gone private. For public shareholders, it's a definitive exit at a fixed price.

Positives

• The merger provided a clear cash exit for shareholders at a fixed price of $4.27 per share.
• The transaction was executed under a Rule 10b5-1 plan, indicating a pre-planned disposition strategy by the insider.

Negatives

• Inspirato Inc. is no longer a publicly traded entity, removing it from public investment opportunities.
• The CEO, a significant insider and 10% owner, has fully exited his beneficial ownership in the company's public shares.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that the acquisition of Inspirato Inc. by Exclusive Investments, LLC, and the subsequent delisting, represents a trend of private equity or strategic buyers taking public companies private, often to restructure or integrate them away from public market scrutiny. This particular transaction provides a cash exit for shareholders, which can be attractive in volatile market conditions.

Related Party Transactions

• The indirect beneficial ownership of 4,288,928 shares included shares held by an affiliated entity controlled by One Planet Group LLC, where Mr. Zamani serves as President and CEO, indicating a related party relationship in the disposition.

Stakeholder Impact

• Shareholders: Received $4.27 cash per share, ending their investment in a publicly traded Inspirato Inc.
• Employees: The filing does not specify the impact on employees, but a company going private often leads to organizational restructuring.
• Management (Payam Zamani): Fully exited his beneficial ownership in the public entity, receiving cash for his shares and warrants.

Key Dates

Keywords

Inspirato Inc, ISPO, Payam Zamani, Merger, SEC Form 4, Insider Trading, Stock Disposition, Warrant Cash-out, Exclusive Investments LLC, One Planet Group