Inspirato Inc: M&A transaction — Exclusive Investments completes $4.27/share all-cash acquisition of Inspirato; stock delisted

Inspirato Inc

Equity value ~$59M on fully diluted basis; represents ~50% premium to Dec. 16, 2025 close.
Inspirato became privately held; Nasdaq listing terminated effective Feb. 3, 2026.
Payam Zamani stepped down as CEO; James Henderson appointed Interim CEO.
New board consists solely of James Henderson; Robin Warne named CFO, Sara Whitford Secretary.
The Exclusive Collective expects combined entity to generate >$500M revenue and ~$70M EBITDA in 2026.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Inspirato Inc underwent a change of control involving Exclusive Investments, LLC for $4.27 per share in cash (closed 2026-02-03).

Action: change of control
Counterparty: Exclusive Investments, LLC
Consideration: $4.27 per share in cash
Closing: 2026-02-03

Exact text from the filing

by Parent, Merger Sub or the Company or any of their respective subsidiaries or held by stockholders who properly demanded appraisal) was converted into the right to receive $4.27 per share in cash (the “ Merger Consideration ”), subject to any applicable withholding taxes. Additionally, upon the Effective Time, (i) each award for restricted stock units

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Inspirato Inc terminated Capital One Note with Oakstone Ventures, Inc..

Action: termination
Agreement: credit facility
Counterparty: Oakstone Ventures, Inc.

Exact text from the filing

At the Effective Time, Exclusive Investments acquired from Oakstone Ventures, Inc. (“ Oakstone Ventures ”) the 8% Senior Secured Convertible Note of the Company issued to Oakstone Ventures pursuant to the Investment Agreement dated August 7, 2023 (the “ Capital One Note ”), pursuant to the Note Termination Agreement entered into among the Company, its subsidiary Inspirato LLC (“ Inspirato LLC ”) and certain subsidiaries of Inspirato LLC, Oakstone Ventures and Capital One Services, LLC in connection with the execution of the Merger Agreement.

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Source: SEC EDGAR

accession 0001820566-26-000018

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