02/05/2026 | Press release | Distributed by Public on 02/05/2026 16:37
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Zamani Payam C/O INSPIRATO INCORPORATED 1544 WAZEE STREET DENVER, CO 80202 |
X | X | CHIEF EXECUTIVE OFFICER | |
| /S/ BRENT WADMAN, BY POWER OF ATTORNEY | 02/05/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (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. |