Form SC 13E3/A - Going private transaction by certain issuers: [Amend]

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Vacasa, Inc.

(Name of the Issuer)

Vacasa, Inc.

Vacasa Holdings LLC

Casago Holdings, LLC

Vista Merger Sub II Inc.

Vista Merger Sub LLC

Casago Global, LLC

Roofstock, Inc.

MHRE STR II, LLC

TRT Investors 37, LLC

SLP V Venice Feeder I, L.P.

SLP Venice Holdings. L.P.

SLP V Aggregator GP, L.L.C.

Silver Lake Technology Associates V, L.P.

SLTA V (GP), L.L.C.

Silver Lake Group, L.L.C

RW Vacasa AIV L.P.

RW Industrious Blocker L.P.

Riverwood Capital Partners II (Parallel-B) L.P.

RCP III Vacasa AIV L.P.

RCP III Blocker Feeder L.P.

Riverwood Capital Partners III (Parallel-B) L.P.

RCP III (A) Blocker Feeder L.P.

RCP III (A) Vacasa AIV L.P.

Level Equity Opportunities Fund 2015, L.P.

Level Equity Opportunities Fund 2018, L.P.

LEGP II AIV(B), L.P.

LEGP I VCS, LLC

LEGP II VCS, LLC

Level Equity – VCS Investors, LLC

(Names of Persons Filing Statement)

Class A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

91854V 206

(CUSIP Number of Class of Securities)

Vacasa, Inc.

Vacasa Holdings LLC

Robert W. Greyber

Chief Executive Officer

830 NW 13th Avenue

Portland, OR 97209

(503) 946-3650

Casago Holdings, LLC

Vista Merger Sub II Inc.

Vista Merger Sub LLC

Casago Global, LLC

15475 N Greenway Hayden Loop, Suite B2

Scottsdale, AZ 85260

(877) 290-4447

Roofstock, Inc.

2001 Broadway, 4th Floor

Oakland, CA 94612

(800) 466-4116

MHRE STR II, LLC

4143 Maple Avenue,

Suite 300

Dallas, TX 75219

(214) 651-6220

TRT Investors 37, LLC

4001 Maple Avenue,

Suite 600

Dallas, TX 75219

(214) 283-8500

SLP V Venice Feeder I, L.P.

SLP Venice Holdings. L.P.

SLP V Aggregator GP, L.L.C.

Silver Lake Technology

Associates V, L.P.

SLTA V (GP), L.L.C.

Silver Lake Group, L.L.C.

c/o Silver Lake

55 Hudson Yards

550 West 34th Street,

40th Floor

New York, NY 10001

(212) 981-5600

RW Vacasa AIV L.P.

RW Industrious Blocker L.P.

Riverwood Capital Partners II (Parallel-B) L.P.

RCP III Vacasa AIV L.P.

RCP III Blocker Feeder L.P.

Riverwood Capital Partners III

(Parallel-B) L.P.

RCP III (A) Blocker Feeder L.P.

RCP III (A) Vacasa AIV L.P.

c/o Riverwood Capital

70 Willow Road, Suite 100

Menlo Park, CA 94025

(650) 618-7300

Level Equity Opportunities

Fund 2015, L.P.

Level Equity Opportunities

Fund 2018, L.P.

LEGP II AIV(B), L.P.

LEGP I VCS, LLC

LEGP II VCS, LLC

Level Equity – VCS Investors, LLC

c/o Level Equity Management, LLC

140 East 45th Street, 42nd Floor

New York, NY 10017

(212) 459-7225

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:

Lande A. Spottswood

D. Alex Robertson

Vinson & Elkins L.L.P.

845 Texas Avenue,

Suite 4700

Houston, TX 77002

(713) 758-2222

and

Justin Hamill

Michael Anastasio

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

(202) 906-1252

Christopher M. Barlow

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

(212) 735-3000

Steven Levine

Fenwick & West LLP

801 California Street

Mountain View,

CA 94041

(650) 335-7847

David Lange

Winston & Strawn LLP

2121 N Pearl Street,

Suite 900

Dallas, TX 75201

(214) 453-6436

David Lange

Winston & Strawn LLP

2121 N Pearl Street,

Suite 900

Dallas, TX 75201

(214) 453-6436

Eric Issadore

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, CA 94111

(415) 315-1231

Naveed Anwar

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, CA 94304

(650) 251-5162

Oreste Cipolla

Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10018

(212) 459-7225

This statement is filed in connection with (check the appropriate box):


a.	☒	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	☐	The filing of a registration statement under the Securities Act of 1933.
c.	☐	A tender offer.
d.	☐	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.

INTRODUCTION

This Amendment No. 3 to the Transaction Statement on Schedule 13E-3 (as amended, this “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (1) Vacasa, Inc., a Delaware corporation (“Vacasa” or the “Company”) and the issuer of the Class A common stock, par value $0.00001 per share (the “Class A Common Stock”) that is the subject of the Rule 13e-3 transaction; (2) Vacasa Holdings LLC, a Delaware limited liability company (“Vacasa LLC”); (3) Casago Holdings, LLC, a Delaware limited liability company (“Parent”); (4) Vista Merger Sub II Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Company Merger Sub”); (5) Vista Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC Merger Sub” and, together with Company Merger Sub, “Merger Subs”); (6) Casago Global, LLC, a Delaware limited liability company; (7) Roofstock, Inc., a Delaware corporation; (8) TRT Investors 37, LLC, a Texas limited liability company; (9) MHRE STR II, LLC, a Delaware limited liability company; (10) SLP V Venice Feeder I, L.P., a Delaware limited partnership; (11) SLP Venice Holdings L.P., a Delaware limited partnership; (12) SLP V Aggregator GP, L.L.C., a Delaware limited liability company; (13) Silver Lake Technology Associates V, L.P., a Delaware limited partnership; (14) SLTA V (GP), L.L.C., a Delaware limited liability company; (15) Silver Lake Group, L.L.C., a Delaware limited liability company; (16) RW Vacasa AIV L.P., a Delaware limited partnership; (17) RW Industrious Blocker L.P., a Delaware limited partnership; (18) Riverwood Capital Partners II (Parallel - B) L.P., an Ontario limited partnership; (19) RCP III Vacasa AIV L.P., a Delaware limited partnership; (20) RCP III Blocker Feeder L.P., a Delaware limited partnership; (21) Riverwood Capital Partners III (Parallel - B) L.P., a Cayman Islands exempted limited partnership; (22) RCP III (A) Blocker Feeder L.P., a Delaware limited partnership; (23) RCP III (A) Vacasa AIV L.P., a Delaware limited partnership; (24) Level Equity Opportunities Fund 2015, L.P., a Delaware limited partnership; (25) Level Equity Opportunities Fund 2018, L.P., a Delaware limited partnership; (26) LEGP II AIV(B), L.P., a Delaware limited partnership; (27) LEGP I VCS, LLC, a Delaware limited liability company; (28) LEGP II VCS, LLC, a Delaware limited liability company; and (29) Level Equity-VCS Investors, LLC, a Delaware limited liability company (each of (10), (11) and (16) through (29), a “Rollover Stockholder”, and collectively, the “Rollover Stockholders”).

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of December 30, 2024 and amended on March 17, 2025 (including all exhibits and documents attached thereto, and as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Company Merger Sub, LLC Merger Sub, Vacasa LLC and the Company. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement and the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), (i) LLC Merger Sub will merge with and into Vacasa LLC (the “LLC Merger”), with Vacasa LLC surviving such merger as a subsidiary of Parent and (ii) immediately after the LLC Merger, Company Merger Sub will merge with and into Vacasa (the “Company Merger” and, together with the LLC Merger, the “Mergers”), with Vacasa surviving such merger as a wholly owned subsidiary of Parent and Vacasa LLC indirectly becoming a wholly owned subsidiary of Parent.

Upon the consummation of the Company Merger, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Class A Common Stock issued and outstanding immediately prior to the effective time of the Company Merger (the “Company Merger Effective Time”) (other than certain excluded shares of Class A Common Stock and the Rollover Stock, but including each share of Class A Common Stock resulting from (i) the redemption of limited liability company units (other than the Class G limited liability company units) of Vacasa LLC (the “Common Units”) and (ii) the issuance of Class A Common Stock upon conversion of Class G Common Stock, par value $0.00001 per share, of Vacasa (“Class G Common Stock”)) will be converted into the right to receive $5.30 in cash, without interest.

The Merger Consideration will not be paid in respect of (i) any shares of Class A Common Stock, Class B common stock, par value $0.00001 per share, of Vacasa (the “Class B Common Stock”) and Class G Common Stock held by Vacasa as treasury stock or owned by Parent or Merger Subs and any such shares owned by any direct or indirect wholly owned subsidiary of Parent or Merger Subs, in each case as of immediately prior to the Company Merger Effective Time (and excluding any Rollover Shares (as defined below)), which will cease to be outstanding, be automatically cancelled without payment of any consideration therefor or any conversion thereof and cease to exist, (ii) certain shares of Class A Common Stock held by the Rollover Stockholders (the “Rollover Shares”), which will be contributed to Parent immediately prior to the Vacasa LLC Units Redemption pursuant to the Support Agreements

entered into in connection with the Merger Agreement (such contribution of Rollover Shares together with the contribution to Parent of certain Common Units (such contributed Common Units, the “Rollover Units”), the “Rollover”) and (iii) shares of Class A Common Stock held by holders who have not consented to the adoption of the Merger Agreement in writing and who have properly exercised appraisal rights with respect to their shares in accordance with, and who have complied with, Section 262 of the DGCL.

In connection with the Merger Agreement, MHRE STR II, LLC, TRT Investors 37, LLC and Roofstock, Inc. (the “Guarantors”) have delivered to Vacasa (i) a limited guarantee in favor of Vacasa and pursuant to which the Guarantors are guaranteeing certain obligations of Parent and Merger Subs in connection with the Merger Agreement and (ii) an executed equity commitment letter between Parent and the Guarantors pursuant to which the Guarantors have, together, committed to invest sufficient funds in Parent to finance a portion of the Merger Consideration.

The board of directors of Vacasa (the “Board”) formed a special committee of the Board comprised solely of disinterested and independent directors (the “Special Committee”), which, among other things, reviewed, evaluated and negotiated the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Mergers, in consultation with its independent legal and financial advisors and, where appropriate, with Vacasa’s management and Vacasa’s legal advisors. The Special Committee, as more fully described in the Proxy Statement (as defined below), unanimously (i) determined that the Merger Agreement, the Support Agreements and the transactions contemplated thereby, including the Mergers, are fair to, and in the best interests of, Vacasa and the holders of Class A Common Stock, Class B Common Stock and Class G Common Stock (“Company Stock”) (in their capacity as such), excluding the Rollover Stockholders (collectively, the “Unaffiliated Stockholders”), (ii) recommended that the Board approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers, and determined that the Merger Agreement and the transactions contemplated thereby, including the Mergers, are fair to, and in the best interests of, Vacasa and the Unaffiliated Stockholders and (iii) recommended that, subject to Board approval, the Board submit the Merger Agreement to the stockholders of Vacasa for their adoption and recommend that the stockholders of Vacasa vote in favor of the adoption of the Merger Agreement.

The Board (acting on the unanimous recommendation of the Special Committee) has (i) determined that the Merger Agreement, the Support Agreements and the transactions contemplated by the Merger Agreement, including the Mergers, are fair to, and in the best interests of, Vacasa, the Unaffiliated Stockholders, Vacasa LLC and its members, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers, (iii) authorized and approved the execution, delivery and performance by Vacasa and Vacasa LLC of the Merger Agreement and the consummation of transactions contemplated thereby, including the Mergers, upon the terms and subject to the conditions contained therein, (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of Vacasa at a meeting of the stockholders of Vacasa, and (v) recommended that the stockholders of Vacasa vote in favor of the adoption of the Merger Agreement.

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC an Amendment No. 3 to its preliminary proxy statement (as amended, the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Board is soliciting proxies from stockholders of the Company in connection with the Mergers. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and Annex AA, which are incorporated herein by reference. As of the date hereof, the Proxy Statement is in preliminary form, and is subject to completion or amendment. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

While each of the Filing Persons acknowledges that the Mergers are a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any of the Filing Persons and/or their respective affiliates.

The information concerning Vacasa contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by Vacasa. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person.

Item 1.

Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

Item 2.

Subject Company Information

Regulation M-A Item 1002

(a) Name and address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“The Parties to the Merger Agreement”

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“The Special Meeting—Record Date; Shares Entitled to Vote; Quorum”

“Important Information Regarding Vacasa”

“Important Information Regarding Vacasa—Security Ownership of Certain Beneficial Owners and Management”

(c) Trading market and price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding Vacasa—Market Price of Vacasa Class A Common Stock”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding Vacasa—Dividends”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

(e) Prior public offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding Vacasa—Prior Public Offerings”

(f) Prior stock purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding Vacasa—Prior Public Offerings”

“Important Information Regarding Vacasa—Transactions in Vacasa Class A Common Stock”

“Important Information Regarding Vacasa—Past Contracts, Transactions, Negotiations and Agreements”

Item 3.

Identity and Background of Filing Person

Regulation M-A Item 1003

(a) — (c) Name and Address of Each Filing Person; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary—The Parties to the Merger Agreement”

“The Parties to the Merger Agreement”

“Important Information Regarding Vacasa”

“Important Information Regarding the Filing Parties”

“Where You Can Find More Information”

Item 4. Terms of the Transaction

Regulation M-A Item 1004

(a)(1) Material terms. Tender offers. Not applicable

(a)(2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Required Stockholder Approval for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Certain Company Financial Forecasts”

“Special Factors—Anticipated Accounting Treatment”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Vacasa LLC Units Redemption and the Company Merger”

“The Special Meeting—Votes Required”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Stockholders Meeting”

“The Merger Agreement—Conditions to the Mergers”

Annex A—Agreement and Plan of Merger

Annex AA—Amendment No. 1 to Agreement and Plan of Merger

Annex B—Opinion of PJT Partners dated December 29, 2024

Annex BB—Opinion of PJT Partners dated March 17, 2025

(c) Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance”

“Support Agreements”

“Tax Receivable Agreement Amendment”

Annex A—Agreement and Plan of Merger

Annex AA—Amendment No. 1 to Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

Annex F—Amendment No. 1 to Tax Receivable Agreement

(d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary—Appraisal Rights”

“Questions and Answers About the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Appraisal Rights”

(e) Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Provisions for Unaffiliated Security Holders”

(f) Eligibility for listing or trading. Not applicable.

Item 5.

Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005

(a)(1) - (2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“Support Agreements”

“Tax Receivable Agreement Amendment”

“Important Information Regarding Vacasa—Prior Public Offerings”

“Important Information Regarding Vacasa—Transactions in Vacasa Class A Common Stock”

“Important Information Regarding Vacasa—Past Contracts, Transactions, Negotiations and Agreements”

“Important Information Regarding the Filing Parties”

Annex A—Agreement and Plan of Merger

Annex AA—Amendment No. 1 to Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

Annex F—Amendment No. 1 to Tax Receivable Agreement

(b) - (c) Significant corporate events; Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“The Merger Agreement”

“Support Agreements”

“Tax Receivable Agreement Amendment”

Annex A—Agreement and Plan of Merger

Annex AA—Amendment No. 1 to Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

Annex F—Amendment No. 1 to Tax Receivable Agreement

(e) Agreements involving the subject company’s securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“The Merger Agreement”

“Support Agreements”

“Tax Receivable Agreement Amendment”

“Important Information Regarding Vacasa—Transactions in Vacasa Class A Common Stock”

“Important Information Regarding Vacasa—Past Contracts, Transactions, Negotiations and Agreements”

Annex A—Agreement and Plan of Merger

Annex AA—Amendment No. 1 to Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

Annex F—Amendment No. 1 to Tax Receivable Agreement

Item 6.

Purposes of the Transaction and Plans or Proposals

Regulation M-A Item 1006

(b) Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Delisting and Deregistration of Class A Common Stock”

“The Merger Agreement—Effects of the Mergers; Directors and Officers; Certificate of Incorporation; Bylaws”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

Annex A—Agreement and Plan of Merger

Annex AA—Amendment No. 1 to Agreement and Plan of Merger

(c)(1) - (8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Delisting and Deregistration of Class A Common Stock”

“The Merger Agreement—Effects of the Mergers; Directors and Officers; Certificate of Incorporation; Bylaws”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

“Support Agreements”

“Tax Receivable Agreement Amendment”

“Important Information Regarding Vacasa”

Annex A—Agreement and Plan of Merger

Annex AA—Amendment No. 1 to Agreement and Plan of Merger

Item 7.

Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Certain Company Financial Forecasts”

Annex B—Opinion of PJT Partners dated December 29, 2024

Annex BB—Opinion of PJT Partners dated March 17, 2025

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Fees and Expenses”

“Special Factors—Delisting and Deregistration of Class A Common Stock”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Vacasa LLC Units Redemption and the Company Merger”

“The Merger Agreement—Effects of the Mergers; Directors and Officers; Certificate of Incorporation; Bylaws”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

“The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance”

“Appraisal Rights”

Annex A—Agreement and Plan of Merger

Annex AA—Amendment No. 1 to Agreement and Plan of Merger

Annex B—Opinion of PJT Partners dated December 29, 2024

Annex BB—Opinion of PJT Partners dated March 17, 2025

Item 8.

Fairness of the Transaction

Regulation M-A Item 1014

(a) - (b) Fairness; Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Provisions for Unaffiliated Security Holders”

Annex B—Opinion of PJT Partners dated December 29, 2024

Annex BB—Opinion of PJT Partners dated March 17, 2025

The discussion materials to the Special Committee dated October 17, 2024, November 5, 2024, December 8, 2024, December 9, 2024, December 29, 2024, February 4, 2025, February 21, 2025 and March 17, 2025, each prepared by PJT Partners and reviewed by the Special Committee, are filed as Exhibits (c)(iii) – (c)(x) and are incorporated herein by reference.

(c) Approval of security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Required Stockholder Approval for the Mergers”

“The Special Meeting—Votes Required”

“The Merger Agreement—Stockholders Meeting”

“The Merger Agreement—Conditions to the Mergers”

Annex A—Agreement and Plan of Merger

Annex AA—Amendment No. 1 to Agreement and Plan of Merger

(d) Unaffiliated representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Provisions for Unaffiliated Security Holders”

(e) Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Position the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Proposal 1: The Merger Proposal”

(f) Other offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

Item 9.

Reports, Opinions, Appraisals and Negotiations

Regulation M-A Item 1015

(a) - (b) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Where You Can Find More Information”

Annex B—Opinion of PJT Partners dated December 29, 2024

Annex BB—Opinion of PJT Partners dated March 17, 2025

(c) Availability of documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity holder of the Company or by a representative who has been so designated in writing.

Item 10.

Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a) - (b), (d) Source of funds; Conditions; Borrowed funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Financing”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

“The Merger Agreement—Conditions to the Mergers”

“The Merger Agreement—Equity Financing”

Annex A—Agreement and Plan of Merger

Annex AA—Amendment No. 1 to Agreement and Plan of Merger

Equity Commitment Letter, dated as of December 30, 2024, from Roofstock, Inc., MHRE STR II, LLC and TRT Investors 37, LLC, is attached hereto as Exhibit (b)(i) and is incorporated herein by reference.

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Fees and Expenses”

“Special Factors—Opinion of PJT Partners”

“The Merger Agreement—Company Termination Fee”

“The Merger Agreement—Parent Termination Fee”

“The Merger Agreement—Expenses”

“The Special Meeting—Solicitation of Proxies”

Annex A—Agreement and Plan of Merger

Annex AA—Amendment No. 1 to Agreement and Plan of Merger

Annex B—Opinion of PJT Partners dated December 29, 2024

Annex BB—Opinion of PJT Partners dated March 17, 2025

Item 11.

Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a) Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Support Agreements”

“Important Information Regarding Vacasa”

“Important Information Regarding Vacasa—Security Ownership of Certain Beneficial Owners and Management”

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

(b) Securities transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Mergers”

“The Merger Agreement”

“Support Agreements”

“Important Information Regarding Vacasa—Prior Public Offerings”

“Important Information Regarding Vacasa—Transactions in Vacasa Class A Common Stock”

Annex A—Agreement and Plan of Merger

Annex AA—Amendment No. 1 to Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

Item 12.

The Solicitation or Recommendation

Regulation M-A Item 1012

(d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Intent of Vacasa’a Directors and Executive Officers to Vote in Favor of the Mergers”

“Support Agreements”

“The Merger Agreement—Vote of the Rollover Stockholders”

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

(e) Recommendation of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

Item 13.

Financial Statements

Regulation M-A Item 1010

(a) Financial information. The audited consolidated financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are incorporated herein by reference. The unaudited condensed consolidated financial statements set forth in Item 1 of the Company Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 are incorporated herein by reference.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Company Financial Forecasts”

“Important Information Regarding Vacasa—Book Value Per Share”

“Where You Can Find More Information”

(b) Pro forma information. Not applicable.

Item 14.

Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a) - (b) Solicitations or recommendations; Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Fees and Expenses”

“The Special Meeting—Solicitation of Proxies”

Item 15.

Additional Information

Regulation M-A Item 1011

(b) Golden Parachute Compensation. Not applicable.

(c) Other material information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16.

Exhibits

Regulation M-A Item 1016

The following exhibits are filed herewith:


(a)(2)(i)			Preliminary Proxy Statement of Vacasa, Inc. (included in the Schedule 14A filed on March 21, 2025 and incorporated herein by reference).
(a)(2)(ii)			Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).
(a)(2)(iii)			Letter to Stockholders (included in the Proxy Statement and incorporated herein by reference).
(a)(2)(iv)			Notice of Special Meeting of Stockholders (included in the Proxy Statement and incorporated herein by reference).
(a)(2)(v)			Press Release announcing the Proposed Transaction (included in Schedule 14A filed on December 30, 2024 and incorporated herein by reference).
(a)(2)(vi)			Email to Employees (included in Schedule 14A filed on December 30, 2024 and incorporated herein by reference).
(a)(2)(vii)			Frequently Asked Questions for Employees (included in Schedule 14A filed on December 30, 2024 and incorporated herein by reference).
(a)(2)(viii)			Current Report on Form 8-K, dated December 31, 2024 (included in Schedule 14A filed on December 31, 2024 and incorporated herein by reference).
(a)(2)(ix)			Current Report on Form 8-K, dated February 4, 2025 (included in Schedule 14A filed on February 4, 2025 and incorporated herein by reference)
(a)(2)(x)			Press Release announcing Amendment No. 1 to the Agreement and Plan of Merger (included in Schedule 14A filed on March 17, 2025 and incorporated herein by reference)
(a)(2)(xi)			Current Report on Form 8-K, dated March 17, 2025 (included in Schedule 14A filed on March 18, 2025 and incorporated herein by reference)
(b)(i)†			Equity Commitment Letter, dated as of December 30, 2024, entered into by Roofstock, Inc., MHRE STR II, LLC, and TRT Investors 37, LLC.
(b)(ii)			Amendment No. 1 to the Equity Commitment Letter, dated as of March 17, 2025, entered into by Roofstock, Inc., MHRE STR II, LLC, and TRT Investors 37, LLC.
(b)(iii)†			Limited Guarantee, dated as of December 30, 2024, entered into by Roofstock, Inc., MHRE STR II, LLC, and TRT Investors 37, LLC in favor of Vacasa, Inc.
(b)(iv)			Amendment No. 1 to the Limited Guarantee, dated as of March 17, 2025, entered into by Roofstock, Inc., MHRE STR II, LLC, and TRT Investors 37, LLC.
(c)(i)			Opinion of PJT Partners LP, dated December 30, 2024 (included as Annex B to the Proxy Statement and incorporated herein by reference).
(c)(ii)			Opinion of PJT Partners LP, dated March 17, 2025 (included as Annex BB to the Proxy Statement and incorporated herein by reference)
(c)(iii)†*			Discussion materials to the Special Committee, dated October 17, 2024, prepared by PJT Partners LP and reviewed by the Special Committee.
(c)(iv)†			Discussion materials to the Special Committee, dated November 5, 2024, prepared by PJT Partners LP and reviewed by the Special Committee.
(c)(v)†			Discussion materials to the Special Committee, dated December 8, 2024, prepared by PJT Partners LP and reviewed by the Special Committee.
(c)(vi)†			Discussion materials to the Special Committee, dated December 9, 2024, prepared by PJT Partners LP and reviewed by the Special Committee.
(c)(vii)†			Discussion materials to the Special Committee, dated December 29, 2024, prepared by PJT Partners LP and reviewed by the Special Committee.
(c)(viii)			Discussion materials to the Special Committee, dated February 4, 2025, prepared by PJT Partners LP and reviewed by the Special Committee
(c)(ix)*			Discussion materials to the Special Committee, dated February 21, 2025, prepared by PJT Partners LP and reviewed by the Special Committee
(c)(x)*			Discussion materials to the Special Committee, dated March 17, 2025, prepared by PJT Partners LP and reviewed by the Special Committee


(d)(i)			Agreement and Plan of Merger, dated as of December 30, 2024, by and among Casago Holdings, LLC, Vista Merger Sub II Inc., Vista Merger Sub LLC, Vacasa Holdings LLC and Vacasa, Inc. (included as Annex A to the Proxy Statement and incorporated herein by reference).
(d)(ii)			Amendment No. 1 to Agreement and Plan of Merger, dated as of March 17, 2025, by and among Vacasa, Inc., Casago Holdings, LLC, Vista Merger Sub II Inc. and Vista Merger Sub LLC (included as Annex AA to the Proxy Statement and incorporated herein by reference).
(d)(iii)			Support Agreement, dated as of December 30, 2024, by and among SLP V Venice Feeder I, L.P., SLP Venice Holdings, L.P., Casago Holdings, LLC and Vacasa, Inc. (included as Annex C to the Proxy Statement and incorporated herein by reference).
(d)(iv)			Support Agreement, dated as of December 30, 2024, by and among RW Vacasa AIV L.P., RW Industrious Blocker L.P., RCP III Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III (A) Vacasa AIV L.P., RCP III Blocker Feeder L.P., RCP III (A) Blocker Feeder L.P., Casago Holdings, LLC and Vacasa, Inc. (included as Annex D to the Proxy Statement and incorporated herein by reference).
(d)(v)			Support Agreement, dated as of December 30, 2024, by and among Level Equity Opportunities Fund 2015, L.P., Level Equity Opportunities Fund 2018, L.P., LEGP II AIV(B), L.P., LEGP I VCS, LLC, LEGP II VCS, LLC, Level Equity – VCS Investors, LLC, Casago Holdings, LLC and Vacasa, Inc. (included as Annex E to the Proxy Statement and incorporated herein by reference).
(d)(vi)			Amendment No. 1 to the Tax Receivable Agreement, dated as of December 30, 2024, by and among Vacasa, Inc., Vacasa Holdings LLC, SLP Venice Holdings, L.P. and the Holders parties thereto (included as Annex F to the Proxy Statement and incorporated herein by reference).
(d)(vii)†			Interim Investors Agreement, dated as of December 30, 2024, by and among Casago Global, LLC, Casago Holdings, LLC, the Rollover Stockholders and the other parties appearing on the signature pages thereto and any person that executes a joinder thereto in such capacity in accordance with the terms thereof.
(d)(viii)			Amendment No. 1 to the Interim Investors Agreement, dated as of March 17, 2025, by and among Casago Global, LLC, the Rollover Stockholders and the other parties appearing on the signature pages thereto.
(f)†			Section 262 of the Delaware General Corporation Law.
(g)			None.
107			Filing Fee Table.

*	Certain portions of this exhibit marked with “[*]” have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

†	Previously filed.

SIGNATURES

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of March 21, 2025


VACASA, INC.

By:	/s/ Robert W. Greyber
	Name:	Robert W. Greyber
	Title:	Chief Executive Officer


VACASA HOLDINGS LLC

By:	/s/ Robert W. Greyber
	Name:	Robert W. Greyber
	Title:	Chief Executive Officer

[Signature Page to SC 13E-3]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of March 21, 2025


CASAGO HOLDINGS, LLC

By:	/s/ Steve Schwab
	Name:	Steve Schwab
	Title:	Chief Executive Officer


VISTA MERGER SUB II INC.

By:	/s/ Steve Schwab
	Name:	Steve Schwab
	Title:	Chief Executive Officer


VISTA MERGER SUB LLC

By:	/s/ Steve Schwab
	Name:	Steve Schwab
	Title:	Chief Executive Officer


CASAGO GLOBAL, LLC

By:	/s/ Steve Schwab
	Name:	Steve Schwab
	Title:	Chief Executive Officer

[Signature Page to SC 13E-3]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of March 21, 2025


ROOFSTOCK, INC.

By:	/s/ Gary Beasley
	Name:	Gary Beasley
	Title:	Chief Executive Officer

[Signature Page to SC 13E-3]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of March 21, 2025


MHRE STR II, LLC

By:	MHRE Partners, LP, a Delaware limited partnership

By:	MHRE Partners GP, LLC, a Delaware limited liability company its General Partner

By:	/s/ Randy P. Evans
	Name:	Randy P. Evans
	Title:	Vice President and Treasurer

[Signature Page to SC 13E-3]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of March 21, 2025


TRT INVESTORS 37, LLC

By:	/s/ Paul A. Jorge
	Name:	Paul A. Jorge
	Title:	Vice President and Secretary

[Signature Page to SC 13E-3]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of March 21, 2025


			SLP V VENICE FEEDER I, L.P.

			By:			Silver Lake Technology Associates V, L.P., its general partner
			By:			SLTA V (GP), L.L.C., its general partner
			By:			Silver Lake Group, L.L.C., its managing member

			By:			/s/ Joerg Adams
			Name:			Joerg Adams
			Title:			Managing Director

			SLP VENICE HOLDINGS, L.P.

			By:			SLP V Aggregator GP, L.L.C.
			By:			Silver Lake Technology Associates V, L.P., its general partner
			By:			SLTA V (GP), L.L.C., its general partner
			By:			Silver Lake Group, L.L.C., its managing member

			By:			/s/ Joerg Adams
			Name:			Joerg Adams
			Title:			Managing Director

			SLP V AGGREGATOR GP, L.L.C.

			By:			Silver Lake Technology Associates V,
						L.P., its managing member
			By:			SLTA V (GP), L.L.C., its general partner
			By:			Silver Lake Group, L.L.C., its managing member

			By:			/s/ Joerg Adams
			Name:			Joerg Adams
			Title:			Managing Director

			SILVER LAKE TECHNOLOGY ASSOCIATES V, L.P.

			By:			SLTA V (GP), L.L.C., its general partner
			By:			Silver Lake Group, L.L.C., its managing member

			By:			/s/ Joerg Adams
			Name:			Joerg Adams
			Title:			Managing Director

			SLTA V (GP), L.L.C.

			By:			Silver Lake Group, L.L.C., its managing member

			By:			/s/ Joerg Adams
			Name:			Joerg Adams
			Title:			Managing Director

			SILVER LAKE GROUP, L.L.C.

			By:			/s/ Joerg Adams
			Name:			Joerg Adams
			Title:			Managing Director

[Signature Page to SC 13E-3]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of March 21, 2025


			RW INDUSTRIOUS BLOCKER L.P.

			By:			Riverwood Capital II L.P., its general partner
			By:			Riverwood Capital GP II Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director

			RW VACASA AIV L.P.

			By:			Riverwood Capital II L.P., its general partner
			By:			Riverwood Capital GP II Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director

			RIVERWOOD CAPITAL PARTNERS II (PARALLEL-B) L.P.

			By:			Riverwood Capital II L.P., its general partner
			By:			Riverwood Capital GP II Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director

			RIVERWOOD CAPITAL II L.P.

			By:			Riverwood Capital GP II Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director

			RIVERWOOD CAPITAL GP II LTD.

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director

			RCP III (A) BLOCKER FEEDER L.P.

			By:			Riverwood Capital III L.P., its general partner
			By:			Riverwood Capital GP III Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director

[Signature Page to SC 13E-3]


			RCP III BLOCKER FEEDER L.P.

			By:			Riverwood Capital III L.P., its general partner
			By:			Riverwood Capital GP III Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director


			RCP III VACASA AIV L.P.

			By:			Riverwood Capital III L.P., its general partner
			By:			Riverwood Capital GP III Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director


			RCP III (A) VACASA AIV L.P.

			By:			Riverwood Capital III L.P., its general partner
			By:			Riverwood Capital GP III Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director


			RIVERWOOD CAPITAL PARTNERS III (PARALLEL-B) L.P.

			By:			Riverwood Capital III L.P., its general partner
			By:			Riverwood Capital GP III Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director


			RIVERWOOD CAPITAL III L.P.

			By:			Riverwood Capital GP III Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director


			RIVERWOOD CAPITAL GP III LTD.

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director

[Signature Page to SC 13E-3]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of March 21, 2025


LEVEL EQUITY OPPORTUNITIES FUND 2015, L.P.

By:	Level Equity Partners II (GP), L.P. its general partner
By:	Level Equity Associates II, LLC its general partner

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

LEVEL EQUITY OPPORTUNITIES FUND 2018, L.P.

By:	Level Equity Partners IV (GP), L.P. its general partner
By:	Level Equity Associates IV, LLC its general partner

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

LEGP II AIV(B), L.P.

By:	Level Equity Partners II (GP), L.P. its general partner
By:	Level Equity Associates II, LLC its general partner

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

LEGP I VCS, LLC

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

LEGP II VCS, LLC

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

[Signature Page to SC 13E-3]


LEVEL EQUITY – VCS INVESTORS, LLC

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

[Signature Page to SC 13E-3]

Exhibit (b)(ii)

March 17, 2025

Casago Holdings, LLC

15475 N Greenway Hayden Loop, Suite B2

Scottsdale, AZ 85260-1616

Attention: Joseph Riley

Email: joseph@patriotfamilyhomes.com

Re: Amendment No. 1 to the Equity Commitment Letter

Ladies and Gentlemen:

Reference is made to (1) the Agreement and Plan of Merger, dated as of December 30, 2024, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of the date hereof (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Casago Holdings, LLC, a Delaware limited liability company (“Parent”), Vista Merger Sub II Inc., a Delaware corporation and wholly owned Subsidiary of Parent, Vista Merger Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent, Vacasa, Inc., a Delaware corporation (the “Company”) and Vacasa Holdings LLC, a Delaware limited liability company, and (2) the Equity Commitment Letter, dated as of December 30, 2024 by and between Roofstock, Inc., a Delaware corporation (“Roofstock”), MHRE STR II, LLC, a Delaware limited liability company (“Miramar”), TRT Investors 37, LLC, a Texas limited liability company (“TRT”), and Parent (together with Roofstock, Miramar and TRT, the “Parties”). Capitalized terms used in this letter agreement (this “Amendment”) and not defined herein shall have the meanings ascribed to them in the Equity Commitment Letter.

WHEREAS, pursuant to Section 4(b) of the Equity Commitment Letter, the Equity Commitment Letter may be modified or amended pursuant to a written agreement signed by the by each of the Parties and the Company, each of which has duly executed this Amendment.

NOW, THEREFORE, the Parties and the Company agree to amend the Equity Commitment Letter as follows:

References. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this letter” and each other similar reference contained in the Equity Commitment Letter shall, from and after the execution of this Amendment, refer to the Equity Commitment Letter as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Equity Commitment Letter, as amended hereby, shall in all instances continue to refer to December 30, 2024, and references to “the date hereof” and “the date of this letter” shall continue to refer to December 30, 2024.

Amendment to Section 1. Section 1 of the Equity Commitment Letter is hereby amended by deleting the words “and Section 4.7 of the Agreement” that appear therein.

Amendments to Annex A. The table set forth on Annex A of the Equity Commitment Letter is hereby deleted and replaced in its entirety as set forth below:

	Equity Investor	Commitment Amount
	TRT Investors 37, LLC	U.S. $43,300,000
	MHRE STR II, LLC	U.S. $43,300,000
	Roofstock, Inc.	U.S. $40,000,000
	Total:	U.S. $126,600,000

Special Committee Approval. Pursuant to Section 9.10 of the Merger Agreement, the Company hereby represents and warrants to the Parties that the Special Committee (as defined in the Merger Agreement) has consented to the execution, and the performance by the Company, of this Amendment.

Effectiveness. This Amendment shall be effective and binding and the Equity Commitment Letter shall be deemed amended upon its execution by the parties and the Company. Except as expressly amended by Section 1 of this Amendment, all terms and provisions of the Equity Commitment Letter shall be unmodified and remain in full force and effect. On and after the date hereof, each reference to the Equity Commitment Letter shall mean and be a reference to the Equity Commitment Letter as amended hereby, and this Amendment and the Equity Commitment Letter shall be read together and construed as a single instrument.

Other Miscellaneous Terms. The provisions contained in Section 4 and Sections 9 through 14 of the Equity Commitment Letter are incorporated by reference in this Amendment mutatis mutandis.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment as of the date first set forth above.

ROOFSTOCK, INC.

By:	/s/ Gary Beasley
	Name:	Gary Beasley
	Title:	Chief Executive Officer


MHRE STR II, LLC

By: MHRE Partners, LP
a Delaware limited liability company
its General Partner

By:	/s/ Gary Beasley
	Name:	Gary Beasley
	Title:	Chief Executive Officer


TRT INVESTORS 37, LLC

By:	/s/ Paul A. Jorge
	Name:	Paul A. Jorge
	Title:	Vice President and Secretary


CASAGO HOLDINGS, LLC

By:	/s/ Joseph Riley
	Name:	Joseph Riley
	Title:	President


VACASA, INC.

By:	/s/ Robert Greyber
	Name:	Robert Greyber
	Title:	Chief Executive Officer

[Signature Page to Amendment to the Equity Commitment Letter]

Exhibit (b)(iv)

AMENDMENT NO. 1 TO THE

LIMITED GUARANTEE

This AMENDMENT NO. 1 (this “Amendment”) to the Limited Guarantee (the “Guarantee”) by Roofstock, Inc., a Delaware corporation (“Roofstock”), MHRE STR II, LLC, a Delaware limited liability company (“Miramar”), and TRT Investors 37, LLC, a Texas limited liability company (“TRT”, and together with Roofstock and Miramar, the “Guarantors”, and each a “Guarantor”), is in favor of Vacasa, Inc., a Delaware corporation (the “Guaranteed Party”), is made as of March 17, 2025 by and among the Guarantors and the Guaranteed Party.

RECITALS

WHEREAS, the Guarantors and the Guaranteed Party desire to amend the Guarantee as set forth below; and

WHEREAS, pursuant to Section 9 of the Guarantee, the Guarantee may be modified or amended pursuant to a written agreement signed by the Guaranteed Party and the Guarantors, each of which has duly executed this Amendment.

NOW, THEREFORE, the Guarantors and the Guaranteed Party agree to amend the Guarantee as follows:

Definitions; References. Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Guarantee. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Guarantee” and each other similar reference contained in the Guarantee shall, from and after the execution of this Amendment, refer to the Guarantee as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Guarantee, as amended hereby, shall in all instances continue to refer to December 30, 2024, and references to “the date hereof” and “the date of this Guarantee” shall continue to refer to December 30, 2024.

Amendment to Section 1. Section 1 of the Guarantee is hereby amended by deleting the reference to “$6,825,000” and inserting in lieu thereof “7,000,000”.

Amendment to Annex A. The table set forth on Annex A of the Guarantee is hereby deleted and replaced in its entirety as set forth below:

	Guarantor	Contribution Percentage
	TRT Investors 37, LLC	19.57%
	MHRE STR II, LLC	19.57%
	Roofstock, Inc.	18.07%
	Total:	57.21%

Special Committee Approval. Pursuant to Section 9.10 of the Agreement and Plan of Merger, dated as of December 30, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Casago Holdings, LLC, a Delaware limited liability company, Vista Merger Sub II Inc., a Delaware corporation and a wholly owned Subsidiary of Parent, Vista Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent, and the Guaranteed Party, the Guaranteed Party hereby represents and warrants to each Guarantor that the Special Committee (as defined in the Merger Agreement) has consented to the execution, and the performance by the Guaranteed Party, of this Amendment.

Effectiveness. This Amendment shall be effective and binding and the Guarantee shall be deemed amended upon its execution by the Guarantors and the Guaranteed Party. Except as expressly amended by Section 2 of this Amendment, all terms and provisions of the Guarantee shall be unmodified and remain in full force and effect. On and after the date hereof, each reference to the Guarantee shall mean and be a reference to the Guarantee as amended hereby, and this Amendment and the Guarantee shall be read together and construed as a single instrument.

Other Miscellaneous Terms. The provisions contained in Sections 7, 9, 10, 11, 16 and 18 of the Guarantee are incorporated by reference in this Amendment mutatis mutandis.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment as of the date first set forth above.

GUARANTEED PARTY:

VACASA, INC.

By:	/s/ Robert Greyber
	Name:	Robert Greyber
	Title:	Chief Executive Officer


GUARANTORS:

ROOFSTOCK, INC.

By:	/s/ Gary Beasley
	Name:	Gary Beasley
	Title:	Chief Executive Officer


MHRE STR II, LLC

By: MHRE Partners, LP,
a Delaware limited partnership

By: MHRE Partners GP, LLC
a Delaware limited liability company
its general partner

By:	/s/ Randy P. Evans
	Name:	Randy P. Evans
	Title:	Vice President and Treasurer


TRT INVESTORS 37, LLC

By:	/s/ Paul A. Jorge
	Name:	Paul A. Jorge
	Title:	Vice President and Secretary

[Signature Page to Amendment to the Guarantee]

Exhibit (c)(viii)

Special Committee update February 2025 Project Vista 1

2 Bid ComparisonCasago vs. Davidson Kempner (“DK”) Category Existing Casago Agreement (“Existing Agreement”) DK Proposal Purchase Price $5.02 per share in cash, subjected to adjustment schedule: ($0.10) reduction for every 500 units, down to an ultimate floor of 24,000 units Starting purchase price adjustment threshold of 32,000 units as of March 31, 2025 Thresholds to be reduced by 600 units for each additional month Buyer may terminate Transaction (without payment of any fees or expenses) at unit count below 24,000, regardless of close date Purchase price adjustment if minimum liquidity is not met $5.25 per share in cash, subjected to adjustment schedule: ($0.10) reduction for every 750 units, down to an ultimate floor of 20,000 units Starting point of 32,000 as of March 31, 2025 Thresholds to be reduced by 600 units for each additional month Buyer may terminate Transaction at unit count below 20,000, regardless of close date [would need to confirm unit count termination right would be reduced to 20,000] [Would need to confirm treatment of minimum liquidity requirement] Proposed Transaction Structure Equity Structure Silver Lake, Riverwood Capital, and Level Equity Management to roll over their equity participation Committed financing from family offices, including TRT Holdings and Miramar Holdings, as well as Roofstock Assumes NewCo to purchase 100% of outstanding equity of Vista not already owned directly or indirectly by DK (i.e., no roll over by Silver Lake, Riverwood or Level Equity) Expects DK entities to fund 100% of the new equity required Debt Structure Current Revolving Credit Facility led by J.P. Morgan and other revolving banks staying in place Prepared to enter into the amendment to the Company Credit Agreement on the same terms and conditions as those in the Existing Agreement with Casago Tax Receivable Agreement (“TRA”) TRA is cancelled and results in no further obligation of, or liability to, the Company Prepared to enter into the amendment to the TRA on the same terms and conditions as those in the Existing Agreement with Casago Diligence Requirement Has completed all due diligence Indicated substantial completion of due diligence, with only one week required to complete remaining diligence and execute definitive documentation DK offer letter (2/3/25): “Our Offer is on terms substantially similar to those in the definitive agreement Vacasa entered into with Casago and its affiliates dated December 30, 2024 (the “Existing Agreement”), except for those terms and improvements set forth herein.”

Rollover of JPM Debt Facility JPM (and other lenders) will need to approve the amendment for DK Amendment to TRA DK proposal would require re-engagement with TRA holders and execution of a new TRA amendment Payment Processing Agreement DK letter did not explicitly mention requirement for payment processing extension from JPM that Casago was able to secure (the payment processing extension through December 31, 2025 is specific to the Casago transaction) Potential for DK to require this extension after due diligence process Diligence Requirement One-week timeline for due diligence and definitive documentation execution would be difficult to achieve alongside Credit Agreement and TRA workstreams Selected DK Bid Considerations Reflects FDSO as of 5/31/2024. 3 1 2 3 4

Potential Clarifying Questions on Offer Letter 4 Offer Letter states the Proposed Transaction will not be subject to any financing condition. Does this include backstopping the amendment to the Company Credit Agreement if existing creditors do not agree to participate? The proposal includes an updated Exhibit A (Merger Consideration Adjustment Schedule), but does not mention changes to the Shared Churn mechanism in the Agreement, would the mechanism stay in place? Offer was not clear if there is any adjustment or elimination of the existing purchase price adjustment for minimum liquidity. Can you please clarify DK’s intent on this subject? Consistent with the revised Merger Consideration Adjustment Schedule, please confirm that the “Floor Unit Count” as defined in the Existing Agreement for purposes of the Floor Unit Count closing condition and termination right would be reduced from 24,000 to 20,000 Would DK require the ability to market assets of the Company prior to closing? Please confirm there would be no other material changes to the terms of the Existing Agreement Please provide information that is required to finalize your due diligence 1 2 3 According to the Merger Agreement, Vista is permitted to perform the following actions: “The Company, directly or indirectly through one or more of its Representatives, may, prior to the receipt of the Company Stockholder Approvals, seek clarification from (but not engage in negotiations with or provide non-public information to) any Person or Group that has made an Acquisition Proposal after the date of this Agreement solely to clarify and understand any ambiguous terms and conditions of such proposal that are necessary to provide adequate information for the Company Board or the Special Committee to make an informed determination.” 4 5 6 7

Liquidity Forecast with Termination Fee 5 Liquidity Forecast $ in mm 12/13 Liquidity Forecast 12/13 Liquidity Forecast with $4.1mm Termination Fee Source: Vista Management. $15mm Minimum Liquidity

Casago and DK Purchase Price Schedules 6

Exhibit (c)(ix)

1 Special Committee update February 2025 Project Vista

2 Bid ComparisonCasago vs. Davidson Kempner (“DK”) Category Existing Casago Agreement (“Existing Agreement”) DK Proposal Purchase Price $5.02 per share in cash, subjected to adjustment schedule: ($0.10) reduction for every 500 units, down to an ultimate floor of 24,000 units Starting purchase price adjustment threshold of 32,000 units as of March 31, 2025 Thresholds to be reduced by 600 units for each additional month Buyer may terminate Transaction (without payment of any fees or expenses) at unit count below 24,000, regardless of close date Purchase price adjustment if minimum liquidity is not met $5.25 per share in cash, subjected to adjustment schedule: ($0.10) reduction for every 750 units, down to an ultimate floor of 20,000 units Starting point of 32,000 as of March 31, 2025 Thresholds to be reduced by 600 units for each additional month Buyer may terminate Transaction at unit count below 20,000, regardless of close date DK’s advisors verbally confirmed inclusion of 20k unit count termination threshold Includes purchase price adjustment if minimum liquidity is not met DK verbally confirmed they would pay for Termination Fee Proposed Transaction Structure Equity Structure Silver Lake, Riverwood Capital, and Level Equity Management to roll over their equity participation Committed financing from family offices, including TRT Holdings and Miramar Holdings, as well as Roofstock Assumes NewCo to purchase 100% of outstanding equity of Vista not already owned directly or indirectly by DK (i.e., no roll over by Silver Lake, Riverwood or Level Equity) Expects DK entities to fund 100% of the new equity required Debt Structure Current Revolving Credit Facility led by J.P. Morgan and other revolving banks staying in place Prepared to enter into the amendment to the Company Credit Agreement on the same terms and conditions as those in the Existing Agreement with Casago Tax Receivable Agreement (“TRA”) TRA is cancelled and results in no further obligation of, or liability to, the Company Prepared to enter into the amendment to the TRA on the same terms and conditions as those in the Existing Agreement with Casago Diligence Requirement Has completed all due diligence Indicated substantial completion of due diligence, with only one week required to complete remaining diligence and execute definitive documentation DK offer letter (2/3/25): “Our Offer is on terms substantially similar to those in the definitive agreement Vacasa entered into with Casago and its affiliates dated December 30, 2024 (the “Existing Agreement”), except for those terms and improvements set forth herein.”

Key Considerations for Casago Proposal 3 Casago may require increased certainty to close to increase their bid in front of the “Match Period” (as defined in the existing Merger Agreement as the three Business Day period after the Company notifies Casago of their intention to pursue another transaction) Potential areas they could look for material improvements in the Merger Agreement could include: Increase of the Termination Fee Adjustment or removal of the Company’s ability to (1) engage with other proposals and (2) terminate the merger agreement to accept a Superior Proposal Current Merger Agreement: Termination Fee “[If the Company] terminate[s] the Merger Agreement in order to enter into an Alternative Acquisition Agreement providing for a Superior Proposal, […] Vacasa will be required to pay a termination fee of $4,077,500 to Parent” Company’s ability to engage with other proposals and terminate to accept a Superior Proposal “The Merger Agreement also provides that, at any time prior to receipt of the Company Stockholder Approvals, the Board (acting on the recommendation of the Special Committee) or the Special Committee may effect a Change of Recommendation […] (or terminate the Merger Agreement) with respect to a bona fide written Acquisition Proposal that did not arise from a breach of the obligations in non-solicitation provisions in the Merger Agreement” 1 2 a b a b

Given the potential difference in timing to close between a DK and Casago transaction, there are a number of considerations that may be considered when evaluating the proposals: Impact to valuation associated with Company performance, specifically unit count, and liquidity at closing Deal certainty, including ability to finance the transaction and receive a TRA amendment Ability to mitigate the potential risk associated with the discrepancy in transaction timing could include the following: Freeze unit count / remove MAE termination: Ensure that DK’s proposal either meets the same timeline that is expected from Casago or significantly enhance their current proposal by freezing unit count adjustments or removing MAE termination rights upon a deal not being closed by a certain date Liquidity purchase price adjustment: At a minimum, DK would need to adjust their minimum liquidity price adjustment to account for any termination fee paid and could also be asked to further lower or eliminate the threshold given the increased timing to close Interim financing capability: Allow Vista to pull down incremental $20mm of convertible notes at the Company’s option (rather than DK’s option) DK Proposal Considerations 4 1 2 a b a b c

5 Source: Vista Management. Note: Management unit forecast reflects 2/14/25 actual unit count with 12/20/24 net churn forecast applied to the second half of the month on a pro rated basis to reach Feb-25 ending unit count. Forecast net churn from 12/20/24 applied to Feb-25 ending unit count for following months. Casago and DK Purchase Price Schedules

6 Source: Vista Management. Note: February revised forecast reflects 2/14/25 actual unit count with 12/20/24 net churn forecast applied to the second half of the month on a pro rated basis. Net of audit impact. February Unit Count UpdateActuals as of 2/14/25 February Revised Forecast Unit count Unit count forecast Casago / DK Implied Purchase Price: 12/20/24 Forecast(1) 12/20/24 Forecast Net Churn Beginning from Feb-25 Revised Forecast Ending Unit Count Initial Purchase Price Reduction Threshold February Revised forecast Ending Unit Count (12/20 Forecast vs Actual) Marketed Units that Benefit from Shared Churn Construct $5.02 / $5.25 $5.02 / $5.25 $5.02 / $5.25 $5.02 / $5.25 32,000 31,400 30,800 30,200 February revised forecast ending unit count of 35,111 is calculated based on 2/14/25 actual ending unit count of 35,376, and adjusted unit count projections for rest of the month based on prior 12/20/24 forecast assumptions. February revised forecast ending unit count is one unit higher than forecast as of 1/31/25 (35,110 units).

7 Source: Vista Management, Company Filings. Note: Includes Shared Churn mechanism from the Merger Agreement with Casago. Net churn calculations based on projected February ending unit count of 35,111. February ending unit count reflects 2/14/25 actual unit count with 12/20/24 net churn forecast applied to the second half of the month on a pro rated basis. Comparing Casago and DK Merger Consideration Adjustment Schedule (Churn) May June (+1 Month) Implied Net Churn comparison Initial Purchase Price Adjustment Purchase Price Adjustment to Reach $4.95 Termination Threshold July (+2 Month) August (+3 Month) April June (+2 Month) July (+3 Month) May (+1 Month) Net Churn per Month to Reach Unit Count Termination Threshold Net Churn per Month to Reach the Unit Count Threshold that Implies $4.95 per Share under the DK Proposal (4.8% to Reach Initial Reduction and Incremental 2.4% for $4.95) Implied net churn based on 2/28/25 forecast ending unit count of 35,111. Positive churn performance in February has improved implied churn cushion. Prior analysis based on 1/31/25 ending unit count of 35,642 had implied churn rates of 4.9% and 12.4% to reach Casago’s April initial purchase price adjustment and termination threshold respectively, representing a +1.5% and +4.9% improvement.

Source: Deloitte TRA NPV analysis. Reflects ownership % of class A and B shares. Based on Deloitte TRA NPV analysis at $5.00. TRA Analysis Not included in Sodali’s ownership analysis 8

Exhibit (c)(x)

Discussion materials March 17, 2025 Project Vista 1

Situation Overview Project Vista Process Review Evolution of Casago Global, LLC(1) (“Casago”) & Davidson Kempner (“DK”) Proposals Review of Casago Current Proposal Vista Valuation Today’s Agenda Casago Global, LLC is the Parent and is indirectly acquiring Vista through its subsidiary Casago Holdings, LLC. 2 1 2

Situation Overview 3

Process Overview Pre-Signing 4 May Jun Jul Initial Outreach and Marketing Diligence was focused on potential of business and intrinsic value of assets Counterparties dropped from process due to complexity of transformation to locally-driven, profitable business model, as well as overall transaction check size and potential future funding requirements to support the business Aug Sept Oct Expanded Marketing and Deep Diligence Significant diligence done by financial sponsor Allowed Casago and Roofstock to evaluate acquisition together to enhance likelihood of a transaction and improve ability to pay 3 strategic buyers passed given churn dynamics and potential post transaction capital requirements Nov Dec Final Negotiations Total Parties Contacted: 18 Submitted Bids: 4 Additional Parties Contacted: 5 Submitted Bids: 2 Active Parties Remaining: 1 Focus on go-forward business and transaction terms Active negotiations between Vista and Casago regarding purchase price and conditions Improved deal certainty through negotiations of key deal terms Counterparty negotiated with RCF providers to ensure that sufficient RCF holders would approve amendment to allow for a change of control Notes from Process Situation Overview 1 At the direction of the Special Committee, PJT ran a broad process with 23 total parties engaging on a potential transaction. Ultimately, only one counterparty was able to provide an actionable indication of interest ahead of signing the merger agreement with Casago on 12/30.

Process Overview Post-Signing 5 January 2025 February 2025 March 2025 Vista and Casago commence post-signing, pre-closing work including initiating the sale process for specific Vista markets DK’s two board members, Alan Liu and Luis Sosa resign from Vista’s Board DK submits non-binding proposal at $5.25 per share, contingent on a full roll of the RCF and an amendment of the TRA along similar terms as in the existing Casago agreement, which also features an improved grid for the unit count purchase price adjustment mechanism Based on positive discussions with J.P. Morgan and other RCF banks regarding rolling the RCF facility in their transaction, DK submits a revised non-binding proposal removing any financing contingency Casago executes the non-solicitation waiver, allowing the Special Committee to fully engage with DK, including conducting negotiations, facilitating diligence, and allowing discussions with TRA holders Casago submits a new non-binding proposal at $5.30 per share, removing the unit count threshold and termination right, but maintaining a reduced liquidity purchase price adjustment threshold ($8mm) and including an increased termination fee DK submits an enhanced non-binding proposal at $5.75 per share that still maintains unit count and liquidity purchase price adjustment terms and proposes structuring the transaction as a tender offer to accelerate timeline to transaction close Casago submits an updated non-binding proposal at $5.30 per share removing the all purchase price adjustments, including liquidity purchase price adjustment threshold Casago’s updated offer set to expire at 9am ET on 3/17/25; if agreement is not reached at this time, Casago’s position would revert to the existing agreement Situation Overview 1

Evolution of Bids Since Signing of Casago Merger Agreement 6 12/30/24 (Current Casago Agreement) 2/3/25 3/11/25 3/13/25 3/14/25 Current Terms Headline Purchase Price per Share ($) $5.02 $5.25 $5.25 $5.30 $5.75 $5.30 Starting Purchase Price Adj. Company Unit Threshold As of Mar’25 32,000 32,000 32,000 Removed Purchase Price Adjustment and Termination Threshold 32,000 Removed Purchase Price Adjustment and Termination Threshold Reduction for Each Additional Month (600) starting after 3/31/25 (600) starting after 3/31/25 (600) starting after 3/31/25 (600) starting after 3/31/25 Company Unit Step Down Mechanism(1) ($0.10) for every 500 units lower ($0.10) for every 750 units lower ($0.10) for every 750 units lower ($0.10) for every 750 units lower Termination Company Unit Threshold 24,000 20,000 20,000 20,000 Liquidity Purchase Price Adjustment Threshold(2) ($mm) $15mm $15mm $10mm $8mm $10mm Received >50% TRA Amendment Consent Yes No No Yes No Yes Source: Vista Management. Calculations of net churn after any adjustments for approved markets as agreed to by both parties. “Liquidity” means, as of any date of determination, (a) Available Cash, plus (b) the amount by which the Commitments exceed the aggregate Revolving Exposures of all Lenders. Situation Overview 1

Source: Deloitte TRA NPV analysis. Assumes Eric Breon / Mossytree consents to TRA waiver given involvement with DK on contemplated transaction. These parties have indicated they would waive their TRA rights in any transaction. DK is requiring an amendment to the TRA. As of 3/17/25, Moelis has reached out to TRA holders representing 86.6% of the TRA liability regarding a TRA amendment. Holders representing 21.4% of the TRA (assuming the inclusion of Eric Breon(1)) have expressed a willingness to proceed with the TRA amendment on the DK transaction. Holders representing 59.5% of the TRA have confirmed they are not willing to proceed with the amendment. Note: Deloitte TRA NPV analysis would need to be refreshed at $5.75 and may lead to different ownership percentages for each holder. Tax Receivable Agreement (“TRA”) Amendment StatusAs of 3/17/25 7 Parties contacted on 3/7/25 were given deadline of 3/10/25 to express support for TRA amendment Situation Overview 1 If Silverton Partners ultimately supports the DK transaction, figure would be 27.8%

8 Vista’s Share Price Has Fallen Significantly Since De-SPAC Source: Capital IQ, Press, Company filings. Note: Market data as of the unaffected date of 12/27/24. This is the last day of trading prior to the announcement of the original Casago transaction on 12/30/24. SHARE PRICE PERFORMANCE Since De-SPAC 10/21/22Lays off 280 workers 2/28/24Lays off 320 Workers 1/24/23Lays off 1,300 workers (17% of total workforce) 11/9/22Missed Consensus Q3’22 Adj. EBITDA by 22% 5/9/24Announces business transformation and organizational changes 9/6/231-for-20 Reverse Stock Split Situation Overview 1 12/27/24Last trading day before transaction announcement with Casago on 12/30/24

Source: Vista Management. Note: Reflects Vista Management forecast as of 12/13/24. Net of restructuring expenses and business combination costs as provided by Vista Management. Previous Forecast vs. Actuals 9 Situation Overview 1

Valuation Considerations 10

Source: Company filings, Vista Management. Note: Reflects Vista Management forecast as of 3/14/25. Net of restructuring expenses and business combination costs as provided by Vista Management. 3/14/25 Reflects total M&A spend, net of cash acquired, as provided by Vista Management. Net revenue $ in mm Adjusted EBITDA(1) $ in mm Vista Financial Forecast 11 ’21A – ’24A CAGR: 0.8% Growth % Margin % ’25E – ’29E CAGR: 5.8% ’26E – ’29E CAGR: 70.6% Valuation 2

Vista Definition of Cash 12 A B C Key Commentary: Unrestricted cash is available for the Company to utilize in its operations, although a large portion of the balance is owed to homeowners and in taxes to local governments Restricted cash reflects business proceeds held in escrow funds due to state regulations Similarly comprises funds owed to owners and governmental authorities Cannot be used to fund the business Current liabilities that are paid out after recognizing revenue and therefore reduce cash Banks take a similar approach in their calculation of liquidity for the RCF financial covenant(1) A B C Valuation 2 Source: Vista Management. Note: Reflects projected balance sheet information as provided by Vista Management. Reflects Vista Management forecast as of 3/14/25. Liquidity matches Available Cash in the current situation where there is no revolver availability. If the Company has an undrawn revolver, that amount is included in Liquidity but not in Available Cash.

Source: Vista Management. Note: Reflects Vista Management forecast as of 3/14/25 and 12/13/24. Net of restructuring expenses and business combination costs as provided by Vista Management. Change in net working capital & other operating activities includes repayment of operating liabilities (i.e., financed insurance premiums and acquisition liabilities). Other non-cash adjustments include changes in long-term assets, such as reduction in right-of-use assets and intangible assets, and other income as provided by Vista Management. Reflects Adj. EBITDA net of restructuring expense and business combination costs, SBC expenses, tax expenses, capital expenditures, change in net working capital & other operating activities, and other non-cash adjustments. Assumes tax rate of 26.1% on EBIT, as provided by Vista Management. Summary of Certain Key Changes3/14/25 Forecast vs. 12/13/24 Forecast 13 Latest Forecast (3/14/25) Prior Forecast (12/13/24) Net revenue ($ in millions) Valuation 2 Drivers of Updated Forecast: Continued headwinds in vacation rental industry led to lower-than-expected occupancy rates, driving drop in realized revenue over the last 3 months, resulting in lower revenue estimates in the future Lower top-line forecast reduces future working capital requirements

Valuation Analysis 14

Valuation Summary Source: Vista Management, Company filings, Wall Street research, Capital IQ. Note: Market data as of the unaffected date of 12/27/24. Reflects Vista Management forecast as of 3/14/25. Reflects the last trading day before Casago transaction announcement. Reflects analyst reports published prior to the unaffected date of 12/27/24. 15 Unaffected Share Price: $3.81(1) ($ per share, rounded to the nearest $0.10, except for 52-week high / low and analyst price targets) Valuation 2 Casago Purchase Price: $5.30

16 Source: Vista Management. Note: Market data as of the unaffected date of 12/27/24. Based on projected balance sheet information as of 3/31/25 as provided by Vista Management. Assumes mid-year convention. Reflects Vista Management forecast as of 3/14/25. Net of restructuring expenses and business combination costs as provided by Vista Management. Assumes 26.1% tax rate, as provided by Vista Management. Includes repayment of operating liabilities (i.e., financed insurance premiums and acquisition liabilities) as provided by Vista Management. Includes changes in long-term assets, such as reduction in right-of-use assets and intangible assets, and other income as provided by Vista Management. Assumes WACC of 20.0%. See Vista Illustrative WACC analysis in appendix for further details. Reflects convertible notes of $39mm based on $30mm investment and MOIC of 1.3x, net of 2.5% fees paid. Includes revolver. Reflects sum of unrestricted cash and restricted cash, net of funds payable to owners and hospitality & sales tax payable. Based on FDSO of ~23mm. Includes impact of dilutive securities such as options and RSUs, per Vista Management guidance for 3/31/25. Class G shares conversion assumes 4/30/25 transaction close date. Based on 2029E Adj. EBITDA of $70mm and Net Revenue of $1,031mm. Illustrative Discounted Cash Flow AnalysisPerpetual Growth Rate Key Assumptions: Valuation date of 3/31/24 Assumes 26.1% effective tax rate, as provided by Vista Management Valuation 2

NOL Valuation 17 Source: Vista Management. Note: Pretax income forecast as of 3/14/25. NOL forecast as of 12/11/24. Taxable income assumes ~62% of Vista Holding estimate, as provided by Vista Management. TRA payout assumes 85% of value of TRA NOLs utilized, based on 26.1% tax rate, as provided by Vista Management. Assumes WACC of ~20.0%. See Vista Illustrative WACC analysis in appendix for further details. Key Assumptions: Valuation date of 3/31/25 Perpetual growth rate of 2.5% in post-forecast period (2030E – 2042E) Assumes 26.1% effective tax rate, as provided by Vista Management Valuation 2

Appendix 18

19 Vista Illustrative WACC Analysis Source: Company filings, Bloomberg, Capital IQ, U.S. Treasury. Assumes Vista has no debt in long-term steady state. 20-year U.S. Treasury rate. Historical supply-side equity risk premium (historical equity risk premium minus price-to-earnings ratio calculated using three-year average earnings). CRSP 10y decile size premium. Calculated as risk-free rate + beta-adjusted equity risk premium + size premium. Reflects historical beta for Vista since going public in December 2021. ($ in millions) Key Dates: Beta and size premium as of the unaffected date of 12/27/24 Risk free rate and equity risk premium as of 3/14/25

Illustrative Analysis at Various Prices 20 Source: Company filings, Vista Management, Capital IQ. Note: Market data as of the unaffected date of 12/27/24. Based on projected balance sheet information as of 3/31/25 as provided by Vista Management. Reflects Vista Management forecast as of 3/14/25. Based on FDSO of ~23mm. Includes impact of dilutive securities such as options and RSUs, per Vista Management guidance for 3/31/25. Reflects convertible notes of $38.25mm based on $30mm investment and MOIC of 1.3x, net of 2.5% fees paid. Includes revolver. Reflects sum of unrestricted cash and restricted cash, net of funds payable to owners and hospitality & sales tax payable. Reflects Vista Management forecast as of 3/14/25. Original Casago Headline Purchase Price For Reference Only Latest Casago Purchase Price Unaffected Date: 12/27/24

Vista Broker Research Perspectives Source: Wall Street research, Capital IQ. Note: Market data as of the unaffected date of 12/27/24. 21 For Reference Only As of the unaffected date of 12/27/24.

Vista Broker Financial Forecast Source: Wall Street research, Vista Management. Note: Reflects Vista Management forecast as of 3/14/25. Net of restructuring expenses and business combination costs as provided by Vista Management. 22 ($ in millions) For Reference Only As of the unaffected date of 12/27/24.

Exhibit (d)(viii)

CONFIDENTIAL

AMENDMENT NO. 1 TO THE

INTERIM INVESTORS AGREEMENT

THIS AMENDMENT NO. 1 (this “Amendment”) to the Interim Investors Agreement, dated as of December 30, 2024 (the “Interim Investors Agreement”), by and among Casago Global, LLC, a Delaware limited liability company (the “Lead Investor”), Casago Holdings, LLC, a Delaware limited liability company, SLP V Venice Feeder I, L.P., a Delaware limited partnership (“SLP Feeder”), SLP Venice Holdings L.P., a Delaware limited partnership (together with SLP Feeder, “Silver Lake”), RW Vacasa AIV L.P., a Delaware limited partnership (“RW Vacasa”), RW Industrious Blocker L.P., a Delaware limited partnership (“RW Industrious”), Riverwood Capital Partners II (Parallel - B) L.P., an Ontario limited partnership (“RCP II”), RCP III Vacasa AIV L.P., a Delaware limited partnership (“RCP III Vacasa”), RCP III Blocker Feeder L.P., a Delaware limited partnership (“RCP III Blocker”), Riverwood Capital Partners III (Parallel - B) L.P., a Cayman Islands exempted limited partnership (“RCP III”), RCP III (A) Blocker Feeder L.P., a Delaware limited partnership (“RCP III (A) Blocker”), RCP III (A) Vacasa AIV L.P., a Delaware limited partnership (together with RW Vacasa, RW Industrious, RCP II, RCP III Vacasa, RCP III Blocker, RCP III and RCP III (A) Blocker “Riverwood”), Level Equity Opportunities Fund 2015, L.P., a Delaware limited partnership (“LEOF 2015”), Level Equity Opportunities Fund 2018, L.P., a Delaware limited partnership (“LEOF 2018”), LEGP II AIV(B), L.P., a Delaware limited partnership (“LEGP AIV”), LEGP I VCS, LLC, a Delaware limited liability company (“LEGP I”), LEGP II VCS, LLC, a Delaware limited liability company (“LEGP II”), Level Equity-VCS Investors, LLC, a Delaware limited liability company (together with LEOF 2015, LEOF 2018, LEGP AIV, LEGP I and LEGP II, “Level”, and Level, together with Silver Lake and Riverwood, each a “Rollover Stockholder” and collectively the “Rollover Stockholders”), Roofstock, Inc., a Delaware corporation (“Roofstock”), TRT Investors 37, LLC, a Texas limited liability company (“TRT”), MHRE STR II, LLC, a Delaware limited liability company (“Miramar” and, together with Roofstock and TRT, each an “Outside Investor” and collectively the “Outside Investors” and the Outside Investors, together with the Rollover Stockholders, each a “Co-Investor” and collectively the “Co-Investors” and the Co-Investors, together with the Lead Investor, the “Investors”), is entered into by and among the Investors as of March 17, 2025. Capitalized terms used but not defined elsewhere in this Amendment shall have the meanings ascribed to them in the Interim Investors Agreement.

RECITALS

WHEREAS, the Investors desire to amend the Interim Investors Agreement as set forth herein; and

WHEREAS, pursuant to Section 3.1 of the Interim Investors Agreement, the Interim Investors Agreement may be amended, modified or waived only if such amendment, modification or waiver is in writing and signed by the Investors, each of which has duly executed this Amendment.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth herein, the Investors, intending to be legally bound, agree as follows:

1. Amendment to Exhibit A. Exhibit A of the Interim Investors Agreement is hereby amended by replacing such exhibit in its entirety with Annex A attached hereto.

2. Amendment of Schedule 1. Schedule 1 of the Interim Investors Agreement is hereby amended by replacing such schedule in its entirety with Annex B attached hereto.

3. Amendment to Schedule 2. The table set forth on Schedule 2 of the Interim Investors Agreement is hereby deleted and replaced in its entirety as set forth below:

Entity	Contribution Amount	Pro Rata Share
Casago	$40,000,000	24.01%
TRT	$43,300,000	25.99%
Miramar	$43,300,000	25.99%
Roofstock	$40,000,000	24.01%

4. Effectiveness. All of the provisions of this Amendment shall be effective as of the date of this Amendment. Except to the extent specifically amended hereby, all of the terms of the Interim Investors Agreement shall remain unchanged and in full force and effect, and, to the extent applicable, such terms shall apply to this Amendment as if it formed a part of the Interim Investors Agreement.

5. References to the Interim Investors Agreement. Upon the effectiveness of this Amendment, each reference in the Interim Investors Agreement to “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement” or words of like import, and each reference to the Interim Investors Agreement in any other agreements, documents or instruments executed and delivered pursuant to the Interim Investors Agreement, shall mean and be deemed a reference to the Interim Investors Agreement, as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Interim Investors Agreement, as amended hereby, shall in all instances continue to refer to December 30, 2024 and references to “the date hereof” and “the date of this Agreement” shall continue to refer to December 30, 2024.

6. Other Miscellaneous Terms. The provisions of Section 3 (Miscellaneous) of the Interim Investors Agreement shall, to the extent not already set forth in this Amendment, apply mutatis mutandis to this Amendment, and to the Interim Investors Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

[Signature pages follow.]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment (or caused this Amendment to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.

	LEAD INVESTOR

	CASAGO GLOBAL, LLC

	By:	/s/ Joseph Riley
	Name:	Joseph Riley
	Title:	President

[Signature Page to Interim Investors Agreement]

	SILVER LAKE:

	SLP V VENICE FEEDER I, L.P.

	By:	Silver Lake Technology Associates V, L.P.,
		its general partner
	By:	SLTA V (GP), L.L.C., its general partner
	By:	Silver Lake Group, L.L.C.,
		its managing member

	By:	/s/ Joerg Adams
	Name:	Joerg Adams
	Title:	Managing Director


	SLP V VENICE HOLDINGS, L.P.

	By:	SLP V Aggregator GP, L.L.C.
	By:	Silver Lake Technology Associates V, L.P., its
		general partner
	By:	SLTA V (GP), L.L.C., its general partner
	By:	Silver Lake Group, L.L.C.,
		its managing member

	By:	/s/ Joerg Adams
	Name:	Joerg Adams
	Title:	Managing Director

[Signature Page to Amendment No. 1 to Interim Investors Agreement]

	RW VACASA AIV L.P.

	By:	Riverwood Capital II, L.P.,
		its general partner
	By:	Riverwood Capital GP II Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director


	RW INDUSTRIOUS BLOCKER L.P.

	By:	Riverwood Capital II L.P.,
		its general partner
	By:	Riverwood Capital GP II Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director


	RIVERWOOD CAPITAL PARTNERS II (PARALLEL-B) L.P.

	By:	Riverwood Capital II, L.P.,
		its general partner
	By:	Riverwood Capital GP II Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director


	RCP III VACASA AIV L.P.

	By:	Riverwood Capital III L.P.,
		its general partner
	By:	Riverwood Capital GP III Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director

[Signature Page to Amendment No. 1 to Interim Investors Agreement]

	RCP III BLOCKER FEEDER L.P.

	By:	Riverwood Capital III L.P.,
		its general partner
	By:	Riverwood Capital GP III Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director


	RIVERWOOD CAPITAL PARTNERS III (PARALLEL-B) L.P.

	By:	Riverwood Capital III L.P.,
		its general partner
	By:	Riverwood Capital GP III Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director


	RCP III (A) BLOCKER FEEDER L.P.

	By:	Riverwood Capital III L.P.,
		its general partner
	By:	Riverwood Capital GP III Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director


	RCP III (A) VACASA AIV L.P.

	By:	Riverwood Capital III L.P.,
		its general partner
	By:	Riverwood Capital GP III Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director

[Signature Page to Amendment No. 1 to Interim Investors Agreement]

	Level Equity Opportunities Fund 2015, L.P.

	By:	Level Equity Partners II (GP), L.P.,
		its general partner
	By:	Level Equity Associates II, LLC
		its general partner

	By:	/s/ Ben Levin
	Name:	Ben Levin
	Title:	Chief Executive Officer


	Level Equity Opportunities Fund 2018, L.P.

	By:	Level Equity Partners IV (GP), L.P.,
		its general partner
	By:	Level Equity Associates W, LLC
		its general partner

	By:	/s/ Ben Levin
	Name:	Ben Levin
	Title:	Chief Executive Officer


	LEGP II AIV(B), L.P.

	By:	Level Equity Partners II (GP), L.P.,
		its general partner
	By:	Level Equity Associates II, LLC
		its general partner

	By:	/s/ Ben Levin
	Name:	Ben Levin
	Title:	Chief Executive Officer

	LEGP I VCS, LLC

	By:	/s/ Ben Levin
	Name:	Ben Levin
	Title:	Chief Executive Officer

[Signature Page to Amendment No. 1 to Interim Investors Agreement]

	LEGP II VCS, LLC

	By:	/s/ Ben Levin
	Name:	Ben Levin
	Title:	Chief Executive Officer


	Level Equity — VCS Investors, LLC

	By:	/s/ Ben Levin
	Name:	Ben Levin
	Title:	Chief Executive Officer

[Signature Page to Amendment No. 1 to Interim Investors Agreement]

	ROOFSTOCK, INC.

	By:	/s/ Gary Beasley
	Name:	Gary Beasley
	Title:	Chief Executive Officer

[Signature Page to Amendment No. 1 to Interim Investors Agreement]

	TRT INVESTORS 37, LLC

	By:	/s/ Paul A. Jorge
	Name:	Paul A. Jorge
	Title:	Vice President and Secretary

[Signature Page to Amendment No. 1 to Interim Investors Agreement]

	MHRE STR II, LLC

	By:	MHRE Partners, LP,
		a Delaware limited partnership

	By:	MHRE Partners GP, LLC,
		a Delaware limited liability company
		its General Partner

	By:	/s/ Randy Evans
	Name:	Randy Evans
	Title:	Vice President and Treasurer

[Signature Page to Amendment No. 1 to Interim Investors Agreement]

Annex A

[See attached]

Exhibit A

Equity Term Sheet

[Intentionally omitted.]

Annex B

[See attached]

Schedule 1

Commitment Amount and Percentage

Investor	Equity Commitment	Rollover Commitment	Percentage of Total Commitments
Casago	$40,000,000	N/A	18.07%
TRT	$43,300,000	N/A	19.57%
Miramar	$43,300,000	N/A	19.57%
Roofstock	$40,000,000	N/A	18.07%
Silver Lake	N/A	$29,388,134	13.28%
Riverwood	N/A	$14,696,858	6.64%
Level	N/A	$10,622,615	4.80%

Exhibit 107

CALCULATION OF FILING FEE TABLES

Schedule 13E-3

(Form Type)

Vacasa, Inc.

Vacasa Holdings LLC

Casago Holdings, LLC

Vista Merger Sub II Inc.

Vista Merger Sub LLC

Casago Global, LLC

Roofstock, Inc.

MHRE STR II, LLC

TRT Investors 37, LLC

SLP V Venice Feeder I, L.P.

SLP Venice Holdings. L.P.

SLP V Aggregator GP, L.L.C.

Silver Lake Technology Associates V, L.P.

SLTA V (GP), L.L.C.

Silver Lake Group, L.L.C

RW Vacasa AIV L.P.

RW Industrious Blocker L.P.

Riverwood Capital Partners II (Parallel-B) L.P.

RCP III Vacasa AIV L.P.

RCP III Blocker Feeder L.P.

Riverwood Capital Partners III (Parallel-B) L.P.

RCP III (A) Blocker Feeder L.P.

RCP III (A) Vacasa AIV L.P.

Level Equity Opportunities Fund 2015, L.P.

Level Equity Opportunities Fund 2018, L.P.

LEGP II AIV(B), L.P.

LEGP I VCS, LLC

LEGP II VCS, LLC

Level Equity - VCS Investors, LLC

(Exact Name of Registrant and Name of Person Filing Statement)

Table 1: Transaction Valuation

		Proposed Maximum Aggregate Value of Transaction		Fee Rate		Amount of Filing Fee
Fees to be Paid	$	2,603,722.70	(1)	0.00015310	$	398.63	(2)
Fees Previously Paid	$	69,508,441.80	(3)	0.00015310	$	10,641.74
Total Transaction Valuation	$	72,112,164.50	(1)
Total Fees Due for Filing					$	11,040.37	(2)
Total Fees Previously Paid					$	10,641.74	(3)
Total Fee Offsets					$	11,040.37	(3)
Net Fee Due					$	0

(1)	Aggregate number of securities to which transaction applies: As of March 12, 2025, the maximum number of shares of Class A Common Stock of Vacasa, Inc. (the “Registrant”) to which this transaction applies is estimated to be 13,608,841, which consists of:

(a)

11,253,618 shares of Class A Common Stock (other than the Class A Rollover Shares) entitled to receive the maximum per share merger consideration of $5.30 in accordance with that certain merger agreement, dated as of December 30, 2024 (as amended, the “Merger Agreement”), by and among the Registrant, Vacasa Holdings LLC, Casago Holdings, LLC and the other parties thereto;

(b)

975,852 shares of Class A Common Stock underlying outstanding Common Units (other than the Rollover Units), which will be issued in the Vacasa LLC Units Redemption and be entitled to receive the maximum per share merger consideration of $5.30 in accordance with the Merger Agreement;

(c)

70,000 shares of Class A Common Stock underlying outstanding shares of Class G Common Stock of the Registrant, which will be issued in the Class G Conversion and be entitled to receive the maximum per share merger consideration of $5.30 in accordance with the Merger Agreement;

(d)

a maximum of 196,596 shares of Class A Common Stock underlying outstanding awards of Company RSUs that are vested but not yet settled, which will be entitled to receive the maximum per share merger consideration of $5.30 in accordance with the Merger Agreement;

(e)

a maximum of 665,405 shares of Class A Common Stock underlying outstanding awards of Company RSUs that are unvested, which may be entitled to receive the maximum per share merger consideration of $5.30 in accordance with the Merger Agreement (assuming continued performance with the post-closing company);

(f)

a maximum of 444,309 shares of Class A Common Stock underlying outstanding awards of Unvested Company PSUs (other than Share Price Company PSUs), which will be entitled to receive the maximum per share merger consideration of $5.30 in accordance with the Merger Agreement (assuming continued performance with the post-closing company); and

(g)

3,061 shares of Class A Common Stock underlying outstanding awards of Company Options that are unexercised and have a per share exercise price that is less than $5.30, which will be entitled to receive (i) the maximum per share merger consideration of $5.30 in accordance with the Merger Agreement minus (ii) any applicable exercise price.

(2)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of March 12, 2025, the underlying value of the transaction was calculated based on the sum of:

(a)

the product of 11,253,618 shares of Class A Common Stock and the maximum per share merger consideration of $5.30;

(b)

the product of 975,852 shares of Class A Common Stock underlying outstanding Common Units that are vested and, which will be issued in the Vacasa LLC Units Redemption and the maximum per share merger consideration of $5.30;

(c)

the product of 70,000 shares of Class A Common Stock underlying outstanding shares of Class G Common Stock and the maximum per share merger consideration of $5.30;

(d)

the product of 196,596 shares of Class A Common Stock underlying outstanding awards of Company RSUs that are vested but not yet settled and the maximum per share merger consideration of $5.30;

(e)

the product of 665,405 shares of Class A Common Stock underlying outstanding awards of Company RSUs that are unvested and the maximum per share merger consideration of $5.30 (assuming continued performance with the post-closing company);

(f)

the product of 444,309 shares of Class A Common Stock underlying outstanding awards of Company PSUs that are unvested (other than Share Price Company PSUs) and the maximum per share merger consideration of $5.30; and

(g)

the product of 3,061 shares of Class A Common Stock underlying outstanding awards of Company Options that are unexercised and have a per share exercise price that is less than $5.30 and approximately $0.50 (which is the difference between the maximum per share merger consideration of $5.30 and the weighted average exercise price of the Company Options that are unexercised and have a per share exercise price that is less than $5.30).

In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.00015310.

(3)	The Registrant previously paid (i) $10,641.74 upon the filing of its preliminary proxy statement on Schedule 14A on January 31, 2025 and (ii) $398.63 upon the filing of its amended preliminary proxy statement on Schedule 14A on March 21, 2025, in connection with the transaction reported hereby.

Table 2: Fee Offset Claims and Sources

Registrant or

Filer Name

Form or

Filing Type

File

Number

Initial

Filing

Date

Filing Date

Fee

Offset Claimed

Fee Paid with

Fee Offset Source

Fee Offset Claims

Schedule 14A

001-41130

January 31, 2025

$ 10,641.74

Schedule 14A

001-41130

March 21, 2025

$398.63

Fee Offset Sources

Vacasa, Inc.

Schedule 14A

001-41130

January 31, 2025

$ 10,641.74

(3)

Vacasa, Inc.

Schedule 14A

001-41130

March 21, 2025

$398.63

(3)

Grafico Azioni Vacasa (NASDAQ:VCSA)
Storico
Da Mar 2025 a Apr 2025

Grafico Azioni Vacasa (NASDAQ:VCSA)
Storico
Da Apr 2024 a Apr 2025

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