Inspirato Inc 8-K

What Happened
Inspirato Inc. announced the closing of the merger contemplated by the Merger Agreement (dated Dec 16, 2025) effective Feb 3, 2026. As part of the transaction, Exclusive Investments acquired from Oakstone Ventures the Company’s 8% Senior Secured Convertible Note (the “Capital One Note”) pursuant to a Note Termination Agreement. Immediately prior to the effective time, Inspirato terminated three equity compensation plans and filed amended and restated certificate of incorporation and bylaws.

Key Details

• Merger closed and became effective on February 3, 2026; press release attached as Exhibit 99.1.
• Exclusive Investments acquired the 8% Senior Secured Convertible Note issued to Oakstone Ventures (originally under the Aug 7, 2023 Investment Agreement) via a Note Termination Agreement involving Inspirato and Capital One Services, LLC.
• Immediately prior to closing, the following equity plans were terminated: the 2021 Equity Incentive Plan, the 2024 Inducement Plan, and the 2021 Employee Stock Purchase Plan.
• Amended and restated certificate of incorporation and amended and restated bylaws became effective as of February 3, 2026.

Why It Matters
The filing confirms a change in control and completion of the merger, which alters Inspirato’s capital and governance structure—most directly by transferring/terminating the specified convertible note and by replacing the company’s charter and bylaws. Termination of the listed equity plans stops future grants under those plans and may affect how outstanding awards are treated under the merger. Investors should review the company’s definitive proxy (filed Jan 12, 2026) and the Merger Agreement (filed Dec 18, 2025) for full details on treatment of equity awards, governance changes, and any listing or delisting implications.