Zamani Payam 4

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.