Zamani Payam 4
4 · Inspirato Inc · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
Inspirato (ISPO) CEO Payam Zamani Sells Shares
What Happened Payam Zamani, President and CEO of Inspirato Inc. (ISPO), reported dispositions of company securities on 2026-02-03 in connection with the company’s merger. The Form 4 shows three dispositions to the issuer (conversion for cash under the merger): 1,170,000 shares at $4.27 ($4,995,900); 4,288,928 shares at $4.27 ($18,313,723); and a derivative disposition of 3,061,215 shares at $4.27 ($13,071,388). Combined proceeds total approximately $36.38 million. The transactions were effected pursuant to the Merger Agreement, which converted outstanding Class A common shares (and certain warrants) into $4.27 per share in cash.
Key Details
- Transaction date: 2026-02-03; Filing date: 2026-02-05 (file appears timely).
- Price: $4.27 per share; Total proceeds ≈ $36,381,011 for 8,520,143 shares (including derivative cash-out).
- Nature: Dispositions to the issuer under the Merger Agreement (not open-market sales).
- Derivative note: Warrants held by an affiliated entity were cashed out based on the excess of merger consideration over their exercise price (per filing footnote).
- Beneficial ownership note: Some shares were held/controlled by an affiliated entity (One Planet Group); the filing explains which shares were directly vs. indirectly beneficially owned by Mr. Zamani.
- Filing did not indicate a 10b5-1 plan or tax-withholding sale code in the provided summary.
Context These disposals reflect the merger cash-out process (shares and certain warrants converted into $4.27 per share in cash), not routine open-market insider selling. Derivative dispositions referenced in the filing relate to warrants cashed out under the Merger Agreement. As always, such merger-related conversions primarily reflect transaction terms rather than the insider’s active decision to sell on the open market.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1]2026-02-03$4.27/sh−1,170,000$4,995,900→ 0 total - Disposition to Issuer
Class A Common Stock
[F1][F2]2026-02-03$4.27/sh−4,288,928$18,313,723→ 0 total(indirect: See footnote) - Disposition to Issuer
WARRANT (RIGHT TO BUY)
[F3][F2]2026-02-03$4.27/sh−3,061,215$13,071,388→ 0 total(indirect: See footnote)Exercise: $3.43From: 2024-12-09Exp: 2029-09-13→ Class A Common Stock (3,061,215 underlying)
Footnotes (3)
- [F1]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).
- [F2]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.
- [F3]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.