VCSA Vacasa Inc

You are cordially invited to attend a special meeting of stockholders (together with any adjournment, postponement or other delay thereof, the “Special Meeting”) of Vacasa, Inc., a Delaware corporation (“Vacasa”) to be held on [   ], 2025, at [   ] Pacific time. You may attend the Special Meeting via a live interactive webcast at [   ]. You will be able to listen to the Special Meeting live and submit a proxy online.

On December 30, 2024, Vacasa and Vacasa Holdings LLC (“Vacasa LLC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Casago Holdings, LLC (“Parent”), Vista Merger Sub II Inc., a wholly owned subsidiary of Parent (“Company Merger Sub”), and Vista Merger Sub LLC, a wholly owned subsidiary of Parent (“LLC Merger Sub” and together with Company Merger Sub, “Merger Subs”). A summary of the Merger Agreement is provided in the accompanying proxy statement, and a copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. Parent and Merger Subs are affiliates of Casago Global, LLC, a premier vacation rental management company. Upon the terms and subject to the conditions set forth in the Merger Agreement, (i) immediately prior to the LLC Merger (as defined below), the holders of limited liability company units (other than the Class G limited liability company units) of Vacasa LLC (the “Common Units”) (other than Vacasa and its wholly owned subsidiaries and Parent and its wholly owned subsidiaries) will be required to effect a Redemption (as such term is defined in the Fourth Amended and Restated Limited Liability Company Agreement of Vacasa LLC, dated as of December 6, 2021, as amended) of all such Common Units (other than the Rollover Units (as defined below)) in exchange for shares of Class A common stock, par value $0.00001 per share, of Vacasa (“Class A Common Stock”) pursuant to the terms of the Merger Agreement (the “Vacasa LLC Units Redemption”), (ii) immediately prior to the closing of the transactions contemplated by the Merger Agreement (the “Closing”), the shares of Class G Common Stock, par value $0.00001 per share, of Vacasa (“Class G Common Stock”) will be converted into shares of Class A Common Stock pursuant to the terms of the Merger Agreement (the “Class G Conversions”), (iii) 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 (iv) 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 (as defined below), but including each share of Class A Common Stock resulting from (i) the Vacasa LLC Units Redemption and (ii) the Class G Conversions) will be converted into the right to receive $5.02 in cash, without interest, subject to potential downward adjustment in accordance with the terms and conditions set forth in the Merger Agreement (the “Merger Consideration”), after giving effect to any required withholding taxes. The Merger Consideration is subject to potential downward adjustment based on (i) the number of homes under management by Vacasa and its subsidiaries as of twelve Business Days prior to the anticipated closing date (the “Adjustment Measurement Date”) and (ii) Vacasa’s Liquidity (as defined in Vacasa’s Credit Agreement) as of the most recently available calculation of Liquidity within seven days of the Adjustment Measurement Date. Vacasa will issue a press release prior to the Closing

announcing the final Merger Consideration. The unadjusted Merger Consideration of $5.02 represents a premium of 28% and 60% over Vacasa’s 30-day and 90-day volume weighted average price per share of Class A Common Stock, respectively, as of December 27, 2024, the last trading day prior to the public announcement of the execution of the Merger Agreement.

In connection with the Merger Agreement, affiliates of Miramar Holdings, L.P., TRT Holdings, Inc. 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 transactions contemplated by the Merger Agreement, including the Mergers, constitute a “going private” transaction under the rules of the U.S. Securities and Exchange Commission. If the Mergers are completed, Vacasa and Vacasa LLC will become privately held companies, each directly or indirectly wholly owned by Parent.

At the Special Meeting, the holders of shares of Class A Common Stock and the holders of shares of Class B common stock, par value $0.00001 per share, of Vacasa (“Class B Common Stock”) will be asked to vote on (i) a proposal to adopt the Merger Agreement and to waive any applicable provision of Section 5.1(d) of Vacasa’s certificate of incorporation (the “Merger Proposal”) and (ii) a proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement (the “Adjournment Proposal”).

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 accompanying proxy statement, unanimously (i) determined that the Merger Agreement, the Support Agreements (as defined below) and the transactions contemplated by the Merger Agreement, including the Mergers, are fair to, and in the best interests of, Vacasa and the holders of Company Stock (in their capacity as such), excluding the Rollover Stockholders (as defined in the accompanying proxy statement, and 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.

The Board recommends that you vote: (1) “FOR” the Merger Proposal and (2) “FOR” the Adjournment Proposal.

Your vote is very important, regardless of the number of shares you own. Under the terms of the Merger Agreement, approval of the Merger Proposal requires the affirmative vote of (i) the holders of a majority in voting power of the outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class, and entitled to vote thereon, (ii) the holders of a majority in voting power of the outstanding shares of Class A Common Stock, voting as a single class, and (iii) the holders of a majority in

voting power of the outstanding shares of Class B Common Stock, voting as a single class (collectively, the “Company Stockholder Approvals”). Each record holder of Class A Common Stock and Class B Common Stock is entitled to one vote for each share owned of record as of the close of business on [   ], 2025. If you fail to vote on the Merger Proposal, the effect will be the same as a vote against such proposal.

The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Proposal, the Merger Agreement and the Mergers, and the Adjournment Proposal to be considered at the Special Meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The accompanying proxy statement also describes the actions and determinations of the Board and the Special Committee in connection with their evaluation of, among other things, the Merger Agreement and the Mergers. Please read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

In connection with the execution of the Merger Agreement, affiliates of Silver Lake Group, L.L.C., (the “Silver Lake Rollover Stockholders”), affiliates of Riverwood Capital GP II Ltd. and Riverwood Capital GP III Ltd. (the “Riverwood Rollover Stockholders”), and affiliates of Level Equity Management, LLC (the “Level Equity Rollover Stockholders,” and together with the Silver Lake Rollover Stockholders and the Riverwood Rollover Stockholders, the “Rollover Stockholders”), each existing stockholders of Vacasa, entered into support agreements (the “Support Agreements”) pursuant to which, among other things, such stockholders agreed to vote all of their respective shares of Class A Common Stock and Class B Common Stock in favor of the adoption of the Merger Agreement, subject to certain terms and conditions contained in the Support Agreements. As of December 30, 2024, the Rollover Stockholders held approximately (i) 45.9% of the combined voting power of Class A Common Stock and Class B Common Stock, (ii) 29.3% of the outstanding voting power of the Class A Common Stock and (iii) 84.7% of the outstanding voting power of the Class B Common Stock. In addition, pursuant to the Support Agreements and subject to the terms and conditions described in the section of the proxy statement entitled “Support Agreements”, among other things, each of (i) the Silver Lake Rollover Stockholders, (ii) the Riverwood Rollover Stockholders and (iii) the Level Equity Rollover Stockholders will contribute the shares of Class A Common Stock and/or Common Units (and corresponding shares of Class B Common Stock) they own (such Class A Common Stock, the “Rollover Stock”, and such Common Units (and corresponding shares of Class B Common Stock), the “Rollover Units”) to Parent in exchange for equity interests in Parent, which contribution and exchange will occur immediately prior to the Closing, on the terms and subject to the conditions set forth in the applicable Support Agreement. Accordingly, the Rollover Stockholders will not be entitled to receive Merger Consideration in exchange for the Rollover Stock and/or Rollover Units held by them. Copies of the Support Agreements are attached as Annex C, Annex D and Annex E to the proxy statement.

Even if you plan to attend the Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card) or mark, sign, date and return the enclosed proxy card by mail as promptly as possible using the enclosed prepaid reply envelope. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to grant your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the Merger Proposal.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Mergers, passed upon the merits or fairness of the Mergers or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

Notice is given that a special meeting of stockholders (together with any adjournment, postponement or other delay thereof, the “Special Meeting”) of Vacasa, Inc., a Delaware corporation (“Vacasa”), will be held on [   ], 2025, at [   ] Pacific time, for the following purposes:

The foregoing matters are more fully described in the attached proxy statement. The proxy statement, as well as the Merger Agreement attached thereto, are hereby incorporated by reference in this Notice.

Under the terms of the Merger Agreement, approval of the Merger Proposal requires the affirmative vote of (1) the holders of a majority in voting power of the outstanding shares of Class A common stock, par value $0.00001 per share, of Vacasa (“Class A Common Stock”) and shares of Class B common stock, par value $0.00001 per share, of Vacasa (“Class B Common Stock”), voting as a single class, and entitled to vote thereon, (2) the holders of a majority in voting power of the outstanding shares of Class A Common Stock, voting as a single class, and (3) the holders of a majority in voting power of the outstanding shares of Class B Common Stock, voting as a single class. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast (excluding abstentions and broker non-votes).

The Special Meeting will be held by means of a live interactive webcast on the internet at [   ]. The Special Meeting will begin promptly at [   ] Pacific time. Online check-in will begin at [   ] Pacific time, and you should allow ample time for the check-in procedures. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares).

Only holders of Class A Common Stock or Class B Common Stock as of the close of business on [   ], 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or at any postponement or adjournment thereof. A list of stockholders of record entitled to vote at the Special Meeting will be available during the Special Meeting at [   ] and, for at least 10 days prior to the Special Meeting, at the Office of the Chief Legal Officer of Vacasa.

The board of directors of Vacasa (the “Board”), acting upon the recommendation of the Special Committee of the Board, recommends that you vote: (1) “FOR” the Merger Proposal and (2) “FOR” the Adjournment Proposal.

Record holders and beneficial owners of Company Stock who do not vote in favor of Merger Proposal and who otherwise comply with the requirements under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) will have the right to seek appraisal of the “fair value” of their shares of Class A Common Stock, Class B Common Stock and Class G Common Stock (exclusive of any element of value arising from the

accomplishment or expectation of the Mergers and together with interest thereon, as described in the accompanying proxy statement) in lieu of receiving $5.02 per share in cash, as may be adjusted downward in accordance with the terms of the Merger Agreement, if the Mergers are completed, as determined in accordance with Section 262 of the DGCL. To do so, a record holder or beneficial owner must properly demand appraisal before the vote is taken on the Merger Agreement at the Special Meeting and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement, and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. Section 262 of the DGCL may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated in this notice by reference.

Even if you plan to attend the Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card) or sign, date and return, as promptly as possible, the enclosed proxy card by mail in the postage-paid envelope provided. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the Merger Proposal.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Mergers, passed upon the merits or fairness of the Mergers or passed upon the adequacy or accuracy of the disclosures in this document. Any representation to the contrary is a criminal offense.

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below.

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Mergers. These questions and answers may not address all questions that may be important to you as a Vacasa stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this proxy statement, without charge by following the instructions in “Where You Can Find More Information” beginning on page 147.

The following chronology summarizes the key meetings and events that led to the execution of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board, the Special Committee or the representatives of Vacasa and other parties.

Vacasa was incorporated on July 1, 2021, under the laws of the State of Delaware as a wholly owned subsidiary of Vacasa LLC for the purpose of consummating the de-SPAC Transaction. On December 6, 2021, the Company consummated the business combination pursuant to that certain business combination agreement, dated as of July 28, 2021, and merged with TPG Pace Solutions Corp., a special purpose acquisition company, with the Company continuing as the surviving entity. On December 7, 2021, the Company’s Class A Common Stock began to trade publicly on Nasdaq under the symbol “VCSA”.

In the years following the de-SPAC Transaction, the Company experienced difficulties in its business and its financial position and results of operations began to deteriorate. The Company’s stock price dropped by approximately 96% from the date on which the de-SPAC Transaction was announced through the end of 2023. In October 2023, in order to maintain compliance with Nasdaq eligibility listing standards, the Company effected a 1-for-20 reverse stock split.

Throughout this period, as part of the Company’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board, Company management and the Company’s advisors periodically reviewed, considered and assessed the Company’s operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. This review included, among other matters, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives.

In October and November of 2023, the Company engaged in introductory discussions with various third parties who had expressed an interest in exploring potential strategic opportunities and transactions with the Company, including two investment firms, Party A and Party B.

On November 17, 2023, in light of the discussions with Party A and Party B and in light of the Board’s ongoing consideration of the Company’s ability to operate on a standalone basis, the Board approved the formation of the Strategy and Finance Committee of the Board (the “S&F Committee”), to, among other things, (i) assist the Board in its oversight of the Company’s long-term strategy, risks and opportunities relating to such strategy, major financial objectives, strategic and operating plans and actions, (ii) review and evaluate potential mergers, acquisitions, divestitures, partnerships, joint ventures, financings and other strategic transactions outside the ordinary course of the Company’s business and make recommendations to the Board with respect to such potential transactions, (iii) review with Company management the key issues and external developments impacting the Company’s strategy, (iv) review, and provide guidance to Company management and the Board with respect to the Company’s evaluation of strategic transactions, assist Company management and the Board with the identification of strategic transaction opportunities, and consider and make recommendations to the Board with respect to strategic transactions, and (v) review proposed financing transactions by the Company, including the issuance of debt or equity securities, debt and equity financing alternatives, guarantees of indebtedness or securities by the Company. The Board appointed current directors Joerg Adams, Ryan Bone, Jeffrey Parks and Karl Peterson as members of the S&F Committee.

Company management briefed the S&F Committee on the discussions with Party A and Party B during S&F Committee meetings in November and December of 2023. Over the next several months, the Company continued to engage with Party A and Party B, executed confidentiality agreements with Party A and Party B (each of which included customary standstill and fall-away provisions but not a “don’t ask, don’t waive” provision) and held due diligence sessions with each of Party A and Party B.

In December 2023, in light of the ongoing discussions with Party A and Party B, Company management contacted PJT Partners and a second investment bank to preliminarily explore their capabilities and experience advising companies and their boards of directors in strategic transactions. On December 15, 2023, at a video meeting of the S&F Committee, Company management briefed the S&F Committee on its discussions with PJT Partners and the second investment bank and the S&F Committee directed Company management to facilitate an introductory meeting between the S&F Committee and each of the potential financial advisors, with

a view to potentially engaging a financial advisor to assist the Board in reviewing the Company’s potential strategic alternatives to maximize stockholder value. During the course of its engagement, PJT Partners provided the Company with written disclosure regarding the extent of its relationships with the Company and other relevant parties, and updated such disclosure, as appropriate. Also in late 2023, the Company engaged Alix Partners LLP (“AlixPartners”) to assist in an organizational effectiveness and efficiency review of the Company.

On January 4, 2024, Party A informed Company management that it had paused its consideration of a potential strategic transaction with the Company due, in part, to risks relating to the transformation of the Company’s operations and business model to be substantially more locally focused and operationalized.

On January 12, 2024, a video meeting of the S&F Committee was held with members of Company management in attendance. During the meeting, the S&F Committee instructed Company management to continue to engage with Party B to explore potential transactions involving Party B, as well as other potentially interested parties.

In the early months of 2024, the Board met multiple times and discussed the Company’s financial status and emerging industry trends. At the January 23, 2024 video meeting of the Board, Company management presented the outlook for the Company for 2024, noting that volatile demand in the short-term rental market and elevated rental unit churn at the outset of the first fiscal quarter of 2024 were creating a challenging environment for the Company.

At a video meeting of the Board on February 8, 2024, Company management presented the early 2024 trends in the Company’s business and performance, noting that the Company’s January net revenue intakes were significantly lower than expected as a result of market and channel softness, a slower than expected ramping of new home cohorts and various technical issues. Company management also discussed with the Board its proposed plans to initiate a workforce restructuring to reduce overhead costs and cash expenditure, subject to Board approval. Following actions taken by Company management in response to lower than anticipated net revenue intakes, the business showed some signs of stabilization during the remainder of February 2024.

On February 28, 2024, the Company released its earnings results for the fourth quarter of 2023, reporting that, despite driving efficiencies throughout its business and reductions in its cost structure, the Company had experienced a significant decline in year-over-year financial results. The Company also announced a workforce restructuring in conjunction with the release of its fourth quarter 2023 financial results. In the weeks following the Company’s earnings release, the Company’s stock price declined approximately 44%, from $11.26 per share at the close of trading on February 28, 2024, to $6.30 per share at the close of trading on March 14, 2024. Company management began to believe that the bookings weakness experienced at the start of the year was likely to persist through the remainder of 2024, putting significant pressure on the Company’s revenue per home and profitability.

On March 7, 2024, the Board held an in-person meeting with members of Company management and representatives of Latham & Watkins, LLP (“Latham”), the Company’s outside legal counsel, in attendance. During the meeting, Company management noted recent increased downward pressure on the Company’s key financial and operational metrics resulting from market conditions, including increasing unit supply, flat demand, industry trends following the COVID-19 pandemic and elevated unit churn levels. In light of these conditions and the significant risks posed to achieving the Company’s 2024 operating plan, Company management presented a set of potential strategic alternatives for the Company, including continuing as a public company with its current business strategy, accelerating the transformation of the Company’s operations and business model to be substantially more locally focused and operationalized and seeking a strategic partner or buyer for the business. Additionally, the Board reviewed PJT Partners’ credentials, which highlighted PJT Partners’ substantial experience advising on strategic transactions within the real estate and technology industries. The Board also reviewed and considered PJT Partners’ written relationship disclosures. Following the Board’s review of PJT Partners’ credentials and relationship disclosures, the Board approved engaging PJT Partners as the Company’s independent financial advisor to assist the Company in identifying and evaluating potential strategic alternatives.

On March 18, 2024, the S&F Committee held a video meeting with members of Company management and representatives of PJT Partners in attendance. Company management informed the S&F Committee that its recommendation was for the Company to continue to explore strategic transaction alternatives with interested parties, as well as potential capital raising options, with the assistance of PJT Partners. Company management

also noted to the S&F Committee that it was developing a business transformation alternative in parallel. The S&F Committee requested that Company management commence work on exploring strategic transaction alternatives as quickly as practicable, with outside legal counsel as needed. On March 21, 2024, the Company entered into an engagement letter with PJT Partners pursuant to which PJT Partners would serve as the Company’s financial advisor in connection with assessing a possible sale of the Company (the “Original PJT Partners Engagement Letter”).

In light of business and industry developments over the prior several months and following further discussions, after considering the recommendation of Company management, in March 2024, the Board took certain actions towards initiating a strategic transaction review process and directed PJT Partners to conduct outreach to potential counterparties seeking proposals for an acquisition of the Company. Company management also continued planning the acceleration of the Company’s business model transformation to further localize the management and operation of the Company’s business in its geographic markets and substantially reduce its corporate footprint. As directed by Company management, representatives of PJT Partners and the Company initially reached out to 16 potential counterparties that the Company believed would be most likely to have an interest in a potential strategic transaction, including financial sponsors and potential strategic acquirors, to gauge interest. Of those 16 potential counterparties, 15 parties executed confidentiality agreements to receive non-public information about the Company, all of which included customary standstill and fall-away provisions and none of which included a “don’t ask, don’t waive” provision.

At an April 12, 2024 video meeting of the Board, with members of Company management and representatives of Latham in attendance, Company management provided a 2024 budget forecast and informed the Board that the Company’s 2024 revenue was projected to decline by 15% as compared to the Company’s 2023 revenue, due primarily to a decline in average daily rates and number of units under management. Company management outlined potential business transformation steps and additional cost and workforce actions the Company could pursue to restructure the business, as well as the significant risks associated therewith. Representatives of PJT Partners also discussed with the Board the financial situation of the Company and the possibility of executing a capital raise transaction in parallel with a potential sale of the Company, in light of the Company’s business challenges and potential near-term need of capital.

On April 22, 2024, Davidson Kempner filed a Schedule 13D report reflecting 9.43% beneficial ownership of the Class A Common Stock of the Company. The Company had held periodic ordinary course discussions based on publicly available information with Davidson Kempner in its capacity as an existing stockholder of the Company since August 2023.

Also on April 22, 2024, the Board, with representatives of Latham in attendance, met by video and received a report from Company management that, while the first quarter of the year was typically the strongest for cash generation, the Company had not built cash as expected in the first quarter of 2024 and that Company management was monitoring this trend and its implications closely. Company management presented a projected free cash flow scenario and informed the Board that the Company was projected to have negative cash available at the end of the 2025 fiscal year. The Board also reviewed a preliminary proposal received from Davidson Kempner for a convertible private investment in public equity (“PIPE”) capital raising transaction. The Board reviewed the benefits and considerations of a draw on the revolving credit facility versus a capital raise transaction. The Board instructed Company management to further explore the Davidson Kempner convertible PIPE transaction proposal.

In late April 2024, Company management sought to more formally evaluate its options around liquidity management and began discussions with restructuring advisers at Kirkland & Ellis LLP (“K&E”) and AlixPartners to advise the Company in this regard.

On May 2, 2024, the Board held a video meeting with members of Company management and representatives of each of Latham, K&E and PJT Partners in attendance. During the meeting, the Board discussed timelines for a potential convertible PIPE transaction with Davidson Kempner and the impacts such a transaction was projected to have on the Company’s liquidity, as well as dilution to the Company’s stockholders. The Board also considered various scenarios for drawing on the Company’s revolving credit facility and assessed the potential impact on the Company’s business and liquidity sources if the Company’s external auditors were to

conclude that there was substantial doubt as to the Company’s ability to continue as a going concern (a “going concern qualification”). Following the Board meeting, in early May 2024, the Company began to negotiate a term sheet with Davidson Kempner regarding a PIPE transaction.

On May 7, 2024, the Board held a video meeting with members of Company management and representatives of each of Latham, K&E and PJT Partners in attendance. During the meeting, Company management delivered a report on the Company’s first quarter financial results, noting that net revenue did not meet projections in part due to lower than anticipated occupancy rates and expected average daily rates, as well as certain technical problems with channel partners. At this meeting, Company management recommended, and the Board approved, the draw of up to the full amount of the Company’s remaining capacity under its revolving credit facility, in an effort to shore up the Company’s liquidity.

On May 9, 2024, the Company released its earnings results for the first quarter of 2024. In connection with the Company’s earnings release, the Company issued a public stockholder letter announcing that the Company’s financial results continued to decline on a year-over-year basis, and that the Company would be implementing a reorganization that would result in a reduction of approximately 13% of the Company’s workforce. Also on May 9, 2024, the Company held a quarterly earnings call and informed investors that the Company had a difficult start in the first quarter of 2024 and that the short-term rental industry was continuing to adjust to softening demand for domestic, non-urban vacation rentals, as well as to increases in the supply of short-term rental units. The Company explained that the bookings weakness experienced during the start of the year was likely to persist through the remainder of 2024 and would put pressure on the Company’s revenue per home and profitability. The Company also announced that on May 8, 2024, the Company had drawn down substantially all of the remaining amount available under its revolving credit facility. Following the release of the Company’s first quarter earnings, the Company’s stock price traded down approximately 40%, from $6.97 per share at the close of trading on May 8, 2024, to $4.16 per share at the close of trading of May 17, 2024.

On May 16, 2024, the Board held a video meeting with members of Company management and representatives of each of Latham and PJT Partners in attendance. Representatives of PJT Partners provided an update to the Board regarding the Company’s strategic transaction review process, including preliminary feedback from potential counterparties. Additionally, representatives of PJT Partners provided an update with respect to ongoing negotiations with Davidson Kempner regarding the terms of a potential PIPE transaction.

On May 24, 2024, the Board held a video meeting with members of Company management and representatives of PJT Partners in attendance. During the meeting, Company management noted that the potential for the Company to receive a going concern qualification in connection with reporting its second quarter of 2024 financial results was increasing, in light of ongoing market softness and its impact on the Company’s business, and that concluding a capital raise transaction as soon as practicable would strengthen the Company’s balance sheet and mitigate that risk. The Board directed that the Company continue to pursue a PIPE transaction with Davidson Kempner.

On May 26, 2024, the Board held another video meeting with members of Company management in attendance. During the meeting, Company management presented a business update describing how the Company’s performance in the month of May fell short of projections and that the business continued to be adversely affected by platform and other technical issues with its channel partners.

On May 28, 2024, a process letter was made available through a virtual data room, noting that initial proposals with respect to the Company’s change-of-control process were due on June 3, 2024.

On May 31, 2024, the Board held a video meeting with members of Company management and representatives of each of Latham and PJT Partners in attendance. During the meeting, Company management indicated that the Company had performed below forecast in May and that the financial projections for the final months of 2024 were weak. Company management communicated that bookings also continued to be adversely affected by technical issues with its channel partners that were unlikely to improve in the near term. Additionally, representatives of PJT Partners provided an update to the Board regarding the terms of the potential PIPE transaction with Davidson Kempner. The Board requested Company management continue to negotiate the PIPE transaction with Davidson Kempner and authorized the Company’s management to enter into a non-binding term sheet with Davidson Kempner, substantially on the terms presented, provided that exclusivity be no longer than 15 days.

On June 3, 2024, the Company and Davidson Kempner entered into a non-binding term sheet with respect to a potential private placement of securities (the “DK Term Sheet”), which provided for (i) an initial $50 million investment by Davidson Kempner through a convertible note, (ii) the possibility of funding an additional $25 million upon the mutual consent of Davidson Kempner and the Company and (iii) a 15-day exclusivity period with respect to private placements of securities that would expire on June 17, 2024.

On June 4, 2024, the Company also entered into a confidentiality agreement with Davidson Kempner, which included customary standstill and fall-away provisions but not a “don’t ask, don’t waive” provision.

During the week of June 3, 2024, the Company received four preliminary non-binding indications of interest with respect to a potential acquisition of the Company, a proposal from each of (i) Party C, which provided for an acquisition of the Company at a price of $7.00 per share; (ii) Party D, which provided for an acquisition of the Company at a price of $9.50 per share, (iii) Party E, which provided for an acquisition of the Company at a price of $9.00 per share; and (iv) Party F, which provided for an acquisition of the Company at a price of $5.00 per share. Additionally, that same week, Party G and Party M, neither of whom ever submitted a proposal, each expressed interest in submitting a proposal in the future.

In early June 2024, representatives of Party B notified representatives of PJT Partners that it was no longer interested in pursuing a potential strategic transaction that could result in a change of control of the Company (an “M&A Transaction”) and was withdrawing from the M&A Transaction process due, in part, to concerns regarding the Company’s unit churn. PJT Partners promptly communicated this to the Company.

On June 13, 2024, the Board, after conferring with Latham, determined to form a special committee of independent directors of the Board, given that one or more of the proposals received the week of June 3, 2024 would likely require one or more of the Company’s three largest stockholders, Silver Lake, Riverwood, and Level Equity (the “Significant Existing Stockholders”), to roll all or a portion of their equity interests in the Company in order to consummate a transaction, which could result in an actual, potential or perceived conflict, and the Board accordingly believed it had become appropriate to establish a special committee of independent directors of the Board. The next day, the Board and Audit Committee of the Board adopted joint resolutions by unanimous written consent, which, among other things, (i) formed the Special Committee), consisting of three directors, Chad Cohen, Barbara Messing and Karl Peterson, each of whom the Board believed to (a) be independent from and have no material relationship (business, familial or otherwise) with potentially conflicted parties that would impair his or her ability to independently consider a strategic transaction, and (b) have no material interest in any strategic transaction that is different from, or in addition to, the unaffiliated stockholders of the Company and (ii) provided the Special Committee with the authority to assist the Board in fulfilling its responsibilities relating to the evaluation and, if appropriate, negotiation and recommendation of (a) an M&A Transaction and (b) a potential private placement of securities (a “PIPE Transaction” and, collectively with the strategic transaction identified in clause (a) and any other strategic alternative identified by the Special Committee, the “Potential Transactions” and each, a “Potential Transaction”). The Board authorized the Special Committee to (i) review, evaluate, investigate, pursue and negotiate (or oversee and direct the review, evaluation, investigation, pursuit and negotiation of) the structure, form, conditions and terms of any Potential Transaction and of any definitive agreements in connection therewith, (ii) meet with Company management, members of the Board and outside advisors engaged by the Company or the Special Committee as determined to be reasonable and appropriate by the Special Committee, (iii) make a determination as to whether such Potential Transaction (and any definitive agreements with respect to such Potential Transaction) is fair to, and in the best interests of, the Company and the Unaffiliated Stockholders and (iv) if the Special Committee deems appropriate, recommend to the Board (for or against) the approval of such Potential Transaction, the execution and delivery of the definitive documentation providing for such Potential Transaction and, if applicable, the approval of such Potential Transaction to the stockholders of the Company. Additionally, the Board authorized the Special Committee to engage, on commercially reasonable terms, advisors and agents, including financial and legal advisors, as the Special Committee, in its sole discretion, deemed necessary or appropriate to fulfill its duties. The Board further resolved not to approve any Potential Transaction or authorize the execution and delivery of the definitive documentation providing for any Potential Transaction without a prior favorable recommendation of such Potential Transaction by the Special Committee to the Board.

On June 15, 2024, the Special Committee held its initial video meeting with members of Company management and representatives of Vinson & Elkins L.L.P. (“V&E”) in attendance. During this meeting, the Special Committee (i) appointed Mr. Peterson as Chairman of the Special Committee and (ii) determined to

engage V&E as its independent legal counsel, based on Mr. Peterson’s prior positive experiences with V&E, V&E having no material relationships with any of the Significant Existing Stockholders, and the Special Committee’s consideration of V&E’s experience representing public company boards and committees in similar strategic transaction review processes. Representatives of V&E then reviewed the delegation of authority granted by the Board to the Special Committee and the Special Committee’s fiduciary duties in connection with the delegation and any Potential Transaction. The Special Committee discussed asking PJT Partners to serve as the Special Committee’s financial advisor, as opposed to the Company’s financial advisor, with respect to any Potential Transaction on a go-forward basis. The Special Committee, with the advice of V&E, considered the benefits of engaging PJT Partners as its financial advisor, including (i) the experience and qualifications of PJT Partners relating to special committee assignments, (ii) PJT Partners’ experience and familiarity with the Company’s strategic alternatives review process to date, (iii) the likely delay and potentially significant incremental costs to the Company, particularly at a time when the Company’s liquidity situation was facing significant challenges and uncertainties, that would result from the Special Committee engaging a new financial advisor separate from and in addition to PJT Partners as the Company’s financial advisor and (iv) the Special Committee’s review of PJT Partners’ written relationship disclosures. After consideration, the Special Committee preliminarily determined to seek to engage PJT Partners as the Special Committee’s financial advisor (and end PJT Partners’ engagement as the Company’s financial advisor).

On June 17, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance. The Special Committee reviewed PJT Partners’ revised written relationship disclosures that had been previously submitted to the Special Committee and determined that none of PJT Partners’ prior engagements nor the fees PJT Partners received in connection with such transactions appeared to be material, and that it was in the best interests of the Company and the Unaffiliated Stockholders to have PJT Partners be engaged as the Special Committee’s financial advisor, as opposed to the Company’s financial advisor, on a go-forward basis. Engagement letters for the PIPE Transaction and M&A Transaction were ultimately executed between PJT Partners and the Special Committee on August 2, 2024 and October 21, 2024, respectively. The Special Committee also received a presentation by representatives of PJT Partners which included an overview of the business and economic terms of four non-binding indications of interest received from Party C, Party D, Party E and Party F in the M&A Transaction process. Following discussion, the Special Committee directed PJT Partners to continue to engage with all four potential counterparties as well as any other potentially interested parties, including Party G. The Special Committee also approved extending the exclusivity period with Davidson Kempner with respect to the PIPE Transaction by an additional ten days, to June 27, 2024. During this meeting, the Special Committee also adopted communications guidelines for the M&A Transaction process, which directed all members of Company management, as well as PJT Partners and V&E, to share information related to the M&A Transaction process with the full Board only as and when approved by the Special Committee.

On June 18, 2024, a representative of the Company introduced representatives of PJT Partners to a representative of Casago International, LLC (“Casago International”).

On June 27, 2024, the Company entered into a confidentiality agreement with Casago International, which confidentiality agreement included customary standstill and fall-away provisions and did not include a “don’t ask, don’t waive” provision. The Company subsequently provided Casago International and its representatives with access to a virtual data room.

On June 28, 2024, a representative of Davidson Kempner contacted a representative of PJT Partners and reconfirmed Davidson Kempner’s interest in pursuing a PIPE Transaction on the terms set forth in the DK Term Sheet for a $50 million investment, with the possibility of funding an additional $25 million upon mutual consent of Davidson Kempner and the Company, and asked to extend the exclusivity period by an additional ten days. Representatives of PJT Partners promptly updated the Special Committee in regards to Davidson Kempner’s interest. On the same day, the term of the Davidson Kempner exclusivity agreement was extended to July 9, 2024, upon the request of Davidson Kempner.

On July 1, 2024, representatives of Davidson Kempner and, at the request of the Special Committee, representatives of PJT Partners, held a call to discuss the open business terms of the PIPE Transaction. During the call, Davidson Kempner requested that the convertible notes include certain financial performance covenants

related to the Company maintaining a minimum number of units under management and minimum EBITDA levels, and proposed a covenant limiting the Company’s ability to incur indebtedness, all of which terms would necessitate an amendment to the Company’s existing credit facility.

On July 2, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance. During the meeting, the Special Committee discussed the PIPE Transaction and the ongoing negotiations with Davidson Kempner, including the open business terms and the Credit Agreement amendments that would be required in connection with the PIPE Transaction. Representatives of V&E reviewed with the Special Committee the conversion features of the convertible notes and their implications from a governance and fiduciary duty perspective, including the conversion cap that would limit Davidson Kempner from converting an amount of debt into equity that would result in Davidson Kempner owning more than 40% of the Company’s equity to avoid implicating a “Change in Control” under the Company’s credit facility. Representatives of V&E also reviewed with the Special Committee the key terms of the bid draft Merger Agreement for the M&A Transaction, including that the draft (i) contemplated that the Tax Receivable Agreement would be amended concurrently with the execution of the Merger Agreement to terminate the Tax Receivable Agreement and eliminate the early termination payment owed thereunder upon the closing of an M&A Transaction (the “TRA Amendment”), (ii) provided that the Company would have a 45-day “go-shop” period to solicit other offers to sell the Company and (iii) was not conditioned on the approval of a majority of the Unaffiliated Stockholders. The members of the Special Committee, together with Company management and its advisors, discussed the potential benefits and drawbacks of including a potential closing condition on the approval of a majority of the Unaffiliated Stockholders, before concluding that, given the relatively small market capitalization of the Company and the nature of its stockholder base, a closing condition on the approval of a majority of the Unaffiliated Stockholders could result in the need for an extended solicitation period to obtain stockholder approval at a time when the Company was focused on its liquidity and increase the risk of an M&A Transaction not being consummated even if the Special Committee had determined it to be in the best interest of the Unaffiliated Stockholders and a majority of the Unaffiliated Stockholders holding long positions were in favor of the M&A Transaction. Representatives of PJT Partners reviewed the financial terms and representatives of V&E reviewed the legal terms of the proposed TRA Amendment and the proposed process for obtaining the consents necessary to approve the TRA Amendment, which required approval by the TRA parties who collectively would be entitled to receive at least a majority of any early termination payments that would be hypothetically payable to all TRA parties. During this meeting, Mr. Peterson and Mr. Cohen, each of whom were, individually or through affiliated vehicles, parties to the Tax Receivable Agreement, confirmed they would in their individual capacities consent to the proposed TRA Amendment and any waiver of the change of control payment under the Tax Receivable Agreement in connection with an M&A Transaction. For additional information regarding the TRA Amendment, please see the section entitled “Special Factors—Interests of Our Directors and Executive Officers in the Mergers—Tax Receivable Agreement.”

On July 3, 2024, the Board held a special video meeting with members of Company management and representatives of each of K&E, PJT Partners and AlixPartners in attendance. The Board received projections on the Company’s potential decline in liquidity in subsequent months and updates on the Company’s performance, available cash flow, and liabilities, including the possibility that, if the Company were not able to increase its liquidity through a PIPE Transaction or otherwise obtain waivers of compliance with the liquidity and revenue covenants under the Credit Agreement, the Company could receive a going concern qualification from its auditors as early as the Company’s filing of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. At the direction of the Special Committee, representatives of PJT Partners provided an update to the Board as to negotiations with respect to the PIPE Transaction and the general status of the strategic transaction review process with respect to a potential M&A Transaction. Upon the Special Committee’s recommendation, given the significant risks that a going concern qualification would present to the Company and the significant likelihood that a definitive agreement for an M&A Transaction would not be executed until the middle of the third quarter of 2024 at the earliest, the Board authorized Company management to negotiate with the Company’s lenders under the Credit Agreement with respect to a potential amendment of the liquidity and revenue covenants thereof and, in the event negotiations related to the PIPE Transaction were successfully completed, the PIPE Transaction.

Over the next week, at the direction of the Special Committee, representatives of Latham and representatives of Davidson Kempner’s legal counsel, Dechert LLP (“Dechert”), held several calls to discuss and negotiate the terms of a potential PIPE Transaction.

On July 9, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E, Latham and PJT Partners in attendance to discuss the potential PIPE Transaction. The Special Committee discussed Davidson Kempner’s expressed concerns regarding potential downside risks associated with the PIPE Transaction and the possibility that Davidson Kempner may not ultimately proceed with the PIPE Transaction on terms satisfactory to the Company or at all. The Special Committee discussed responses to address Davidson Kempner’s concerns and also discussed potential alternatives to the potential PIPE Transaction with Davidson Kempner given the increasing likelihood of receiving a going concern qualification in connection with the Company’s upcoming Quarterly Report on Form 10-Q filing for the quarter ended June 30, 2024 in August absent an infusion of capital, and the fact that the exclusivity period with Davidson Kempner was scheduled to expire later that day. The Special Committee then directed PJT Partners to solicit interest from all other third parties who had both sufficient familiarity with the Company and access to capital such that it would be reasonably possible for them to consummate a PIPE Transaction prior to August 8, 2024, the expected date of the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. The parties identified as being knowledgeable enough about the Company to potentially participate in a PIPE Transaction on such a timeline included each of the Significant Existing Stockholders. The Special Committee also instructed its advisors and Company management to continue to progress negotiations regarding the potential PIPE Transaction with Davidson Kempner. The Special Committee then discussed contingency planning in the situation that no capital raising transaction was completed. The Special Committee also directed PJT Partners and Company management, with the assistance of the Company’s finance counsel at Latham, to engage with JPMorgan Chase Bank N.A. (“JPM”) promptly to seek a waiver of, and an amendment to, the liquidity and revenue covenants under the Company’s credit facility, regardless of whether a PIPE Transaction occurred (the “Credit Facility Amendment”). At the request and with the authorization of the Special Committee, over the next several weeks, representatives of Silver Lake assisted with the negotiations with JPM regarding the Credit Facility Amendment.

On July 9, 2024, the term of the Davidson Kempner exclusivity agreement expired and was not extended.

In the days following the expiration of exclusivity with Davidson Kempner, at the direction of the Special Committee, representatives of PJT Partners contacted each of the Significant Existing Stockholders and Party D, Party H and Party L, three potential participants in the M&A Transaction, to inquire as to whether they would be interested in participating in a PIPE Transaction on terms substantially similar to those negotiated with Davidson Kempner. None of the contacted parties were interested in pursuing a PIPE Transaction on terms substantially similar to those negotiated with Davidson Kempner, which feedback PJT Partners promptly communicated to the Special Committee.

Over the next several weeks, members of Company management and representatives of each of PJT Partners and Latham engaged in a series of discussions and negotiations with JPM regarding the potential Credit Facility Amendment. In addition, such parties continued to negotiate the terms of a potential PIPE Transaction with Davidson Kempner and Dechert.

On July 15 and July 16, 2024, representatives of Casago International held introductory meetings with representatives of each of TRT Holdings, Inc. (“TRT”) and Miramar Holdings, L.P. (“Miramar”) to have high-level discussions regarding the potential M&A Transaction. During these meetings, representatives of Casago International made their initial proposal to representatives of each of TRT and Miramar to have TRT and Miramar participate in the potential M&A Transaction. Representatives of each of TRT and Miramar verbally expressed interest in participating in the potential M&A Transaction, subject to further due diligence review.

On July 15, 2024, the bid draft of the Merger Agreement, and on July 16, 2024, a second process letter, were made available to each of Party C, Party D, Party E and Party F via the Company’s virtual data room. The process letter provided that check-in bids were due on July 19, 2024 and final bids were due on August 5, 2024.

That same day, each of Party D and Party E informed representatives of PJT Partners that it was no longer interested in acquiring the Company and withdrew from the M&A Transaction process. Party D and Party E each indicated they were withdrawing from the process, in part, due to risks relating to the Company’s business transformation, integration complexity and the probability that incremental capital would be required to fund the Company’s ongoing working capital needs. During the respective conversations, each of Party D and Party E

independently expressed an interest to representatives of PJT Partners that it would, as an alternative to a whole company transaction, consider acquiring subsets of the Company’s assets. Representatives of PJT Partners promptly communicated its discussions with Party D and Party E to the Special Committee.

On July 19, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance to discuss the status of the negotiations regarding a potential PIPE Transaction with Davidson Kempner and the Credit Facility Amendment with JPM, as well as to receive an update on the M&A Transaction process. The Special Committee also discussed (i) the withdrawal of Party D and Party E from the M&A Transaction process; (ii) the status of the two active original bidders, Party C and Party F, who were expected to submit revised proposals; (iii) the preliminary interest from additional parties, including Casago International and Party I; and (iv) the fact that several bidders had expressed an interest in pursuing only the acquisition of certain assets from the Company. The Special Committee reaffirmed with PJT Partners their desire to solicit interest from any and all parties viewed as being credible strategic counterparties and directed PJT Partners to continue to encourage all potentially interested parties to complete due diligence to make firm proposals to acquire the Company. In addition, after discussion of the significant risks and uncertainties facing the Company and the possibility that a strategic transaction may not ultimately be completed, including the risk that the Company might need to include a going concern qualification in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, the Special Committee also directed PJT Partners to engage with bidders to confirm and maintain their interest in respect of asset sales transactions if such bidders were not otherwise willing to engage with respect to a strategic transaction.

Following the Special Committee meeting, that same day, the Board held a video call with members of Company management and with representatives of each of K&E, V&E, PJT Partners and AlixPartners in attendance. The Board received an update on market and business conditions. Company management informed the Board that net revenue for the second quarter of 2024 had come in slightly below projections and that the Company’s Adjusted EBITDA was ahead of forecast but impacted by higher than anticipated expenses. The Board again reviewed liquidity projections for the Company, including future expected cash outflows and seasonal risks that could impact liquidity in the coming months. At the request of the Special Committee, representatives of PJT Partners then provided an update to the Board regarding the ongoing negotiations with Davidson Kempner regarding a potential PIPE Transaction, and representatives of Company management and Latham described the Company’s efforts to amend the Credit Agreement.

On July 22, 2024, Party F communicated to representatives of PJT Partners that it would not be submitting a second-round proposal and was withdrawing from the M&A Transaction process due, in part, to the probability that incremental capital would be required to fund the Company’s ongoing working capital needs. Upon Party F’s withdrawal, three of the four parties that had initially submitted preliminary indications of interest to acquire the Company in the first week of June had terminated their participation in the M&A Transaction process, with only Party C continuing. Representatives of PJT Partners promptly communicated its discussions with Party F to the Special Committee.

On July 23, 2024, Party C delivered to representatives of PJT Partners a non-binding proposal (the “Party C July 23 Proposal”) to acquire all of the outstanding shares of the Company’s common stock at a cash price of $7.00 per share, subject to further due diligence. The Party C July 23 Proposal assumed that the post-closing company would be able to obtain a revolving credit facility on terms substantially similar to the existing Credit Agreement. Party C also indicated that it would like to discuss with the Significant Existing Stockholders their interest in potentially participating alongside Party C in the transaction. The Party C July 23 Proposal remained expressly conditioned on satisfactory completion of due diligence, which they estimated would take an additional 30 days, and did not include a mark-up of the bid draft Merger Agreement, as had been requested by the Special Committee. Representatives of PJT Partners promptly shared the details of the Party C July 23 Proposal with the Special Committee.

On July 26, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E, Latham and PJT Partners in attendance. The Special Committee reviewed the latest status of negotiations with respect to the potential PIPE Transaction with Davidson Kempner, including the revised terms reflecting (i) a $30 million commitment, compared to the $50 million provided in Davidson Kempner’s initial proposal, (ii) potential accordions of $20 million at Davidson Kempner’s option and $25 million by mutual consent of Davidson Kempner and the Company and (iii) a right for Davidson Kempner to appoint at least two directors and up to four directors to the Board if the accordions were exercised or if the

covenant relating to minimum unit count, or unit churn, were breached. Representatives of PJT Partners discussed certain financial terms with respect to the potential PIPE Transaction with the Special Committee. Representatives of V&E advised the Special Committee as to its fiduciary duties when evaluating the issuance of the convertible notes. The Special Committee also discussed, together with Company management and its advisors, the status of the M&A Transaction process, including the receipt of the Party C July 23 Proposal and the fact that Party F had withdrawn from the M&A Transaction process. Among other things, discussion focused on the significant contingencies and risks remaining in the Party C July 23 Proposal, particularly the assumption involving the revolving credit facility remaining in place on substantially the same terms and Party C’s required remaining due diligence, and the resulting likelihood that an M&A Transaction, if one could be executed at all, would not be executed prior to August 8, 2024, the expected filing date of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, when the Company remained at risk of receiving a going concern qualification absent an injection of liquidity. The Special Committee also discussed with its advisors the implications of consummating a PIPE Transaction from the perspective of Party C and Casago International. Following discussion, the Special Committee directed (i) PJT Partners and Company management to continue engaging with Party C and Casago International with respect to a potential M&A Transaction and to also continue engaging with potential counterparties in respect of an asset sale transaction and (ii) Company management, V&E and Latham to finalize transaction documents for the PIPE Transaction consistent with the terms proposed by Davidson Kempner.

On August 1, 2024, the Board held an in-person meeting with members of Company management and representatives of each of K&E, Latham, V&E, AlixPartners and PJT Partners in attendance. During the meeting, Company management provided business and industry updates, noting, among other things, lower than expected bookings during the month of July and continued bookings volatility, and concluding that, while the Company was performing well as compared to certain industry metrics, the Company was still expected to fall short of Company management’s revenue projections for 2024 and that market conditions were projected to remain challenging in 2025. Company management expected that liquidity gained as a result of the potential PIPE Transaction with Davidson Kempner would provide the Company with sufficient capital to avoid the receipt of a going concern qualification from its independent auditors in connection with reporting the Company’s second quarter 2024 financial results. As such, the Board authorized Company management to proceed with the PIPE Transaction with Davidson Kempner on substantially the same terms as negotiated to date.

On August 5, 2024, the Special Committee by unanimous written consent recommended that the Board approve and declare advisable the PIPE Transaction with Davidson Kempner, and on August 6, 2024, following the recommendation of the Special Committee, the Board approved the PIPE Transaction by unanimous written consent.

On August 5, 2024, Casago International submitted to representatives of PJT Partners an initial non-binding proposal to acquire all of the outstanding shares of the Company’s common stock at a purchase price range of $4.50 to $5.50 per share, which representatives of PJT Partners promptly shared with the Special Committee.

On August 7, 2024, the Company entered into a Note Purchase Agreement with an affiliate of Davidson Kempner (the “NPA”) in respect of the PIPE Transaction, which Note Purchase Agreement provided for, among other things, the issuance and sale of up to $75 million aggregate principal amount of convertible notes (the “DK Convertible Notes”) consisting of (i) $30 million of notes issued on August 7, 2024, which, based on the initial conversion price of $4.16 per share of Class A Common Stock, would be convertible into approximately 31.69% of the Company’s outstanding common stock as of such date (without giving effect to any cap under the terms of the DK Convertible Notes), (ii) up to $20 million of notes to be issued at Davidson Kempner’s option within six months after August 7, 2024, subject to certain restrictions relating to certain merger and change of control transactions and (iii) up to $25 million of notes to be issued pursuant to the mutual agreement of the Company and Davidson Kempner, at any time following August 7, 2024 but prior to August 7, 2029, the date on which the convertible notes mature. In connection with the PIPE Transaction, the Company also entered into a Voting Agreement and Amended and Restated Registration Rights Agreement with Davidson Kempner. In connection with the foregoing, Davidson Kempner nominated two of its employees, Alan Liu and Luis Sosa, to the Board. On August 7, 2024, the Board increased its size from nine to eleven directors and appointed Mr. Liu and Mr. Sosa to the Board.

The Company and Davidson Kempner announced the PIPE Transaction the following day, on August 8, 2024, together with the Company’s earnings for the quarter ended June 30, 2024. In the earnings release, the Company also indicated the year-over-year decline in certain financial metrics and discussed the bookings weakness it had experienced.

Following the closing of the PIPE Transaction, members of Company management, representatives of Latham and, with approval of the Special Committee, representatives of Silver Lake, began negotiating an Amendment No. 3 to the Credit Agreement (“Amendment No. 3 to the Credit Agreement”) with JPM and certain other lenders party thereto to, among other things, modify the minimum consolidated revenue and compliance thresholds.

On August 12, 2024, Company management and representatives of PJT Partners held an in-person meeting at Party C’s office with representatives of Party C and a due diligence advisor to Party C to engage in an in-depth commercial, organizational and operational due diligence session.

On August 18, 2024, the Company entered into a confidentiality agreement with Party I, which confidentiality agreement did not include a “don’t ask, don’t waive” provision or a customary standstill provision, but was subsequently amended on August 24, 2024 to include customary standstill and fall-away provisions. On August 26, 2024, the Company subsequently provided Party I and its representatives with access to a virtual data room.

On September 5, 2024, the Company entered into a confidentiality agreement with Roofstock, Inc. (“Roofstock”), which confidentiality agreement included customary standstill and fall-away provisions and did not include a “don’t ask, don’t waive” provision. The Company subsequently provided Roofstock and its representatives with access to a virtual data room.

In early September 2024, representatives of Casago International contacted representatives of PJT Partners and indicated that while Casago International was still interested in pursuing an M&A Transaction, Casago International had been unable to secure adequate capital to fund an M&A Transaction and desired to partner with another potential bidder. Similarly, on September 12, 2024, representatives of Roofstock contacted representatives of PJT Partners and indicated that they would be interested in partnering with Casago International to pursue an M&A Transaction. Representatives of PJT Partners promptly communicated these updates to the Special Committee.

On September 12, 2024, a representative of PJT Partners held a discussion with Party I regarding its progress in the M&A Transaction. During this conversation, Party I expressed a continued interest in pursuing the M&A Transaction but indicated to PJT Partners that it had not advanced its due diligence process significantly since the conversation among representatives of PJT Partners and Party I. Representatives of PJT Partners promptly communicated its discussion with Party I to the Special Committee.

On September 13, 2024, the Board held a video meeting with members of Company management in attendance. During the meeting, Company management provided an update on the Company’s business in the third quarter of 2024, noting that the Company was expected to trend below forecasted levels in subsequent months and predicted upcoming seasonally-related business risk in the final months of 2024. Company management indicated that the Company continued to experience high levels of unit churn and that the Company’s available liquidity was being affected by downward trends in bookings as well as a shift in bookings channels. Additionally, Company management provided an update to the Board regarding the Company’s strategic transaction review process with respect to an M&A Transaction, including an overview of the indications of interest that have been received from potential counterparties.

On September 17, 2024, representatives of Party C communicated to representatives of PJT Partners that since the Party C July 23 Proposal, as a result of additional due diligence conducted, Party C believed there was a higher probability than Party C previously expected that incremental capital would be required to fund the Company’s working capital needs.

On the same day, Party C delivered to representatives of PJT Partners a revised non-binding proposal (the “Party C September 17 Proposal”) to acquire all of the outstanding shares of the Company’s common stock not already held by the Significant Existing Stockholders and Davidson Kempner at a cash price of $4.50 per share, a $3.00 per share reduction from the Party C July 23 Proposal, which purchase price assumed (i) that the Significant Existing Stockholders and Davidson Kempner would roll over all of their existing equity and, in the

case of Davidson Kempner, reinvest the proceeds from the repayment of the DK Convertible Notes, (ii) Party C would be able to maintain the Credit Agreement on substantially similar terms without any repayment upon the change of control and (iii) the Tax Receivable Agreement would be canceled with no further obligation or liability to the Company. The Party C September 17 Proposal further requested that Party C be authorized to engage with the Significant Existing Stockholders regarding an M&A Transaction. Representatives of PJT Partners promptly shared the details of the Party C September 17 Proposal with the Special Committee.

On September 18, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance to discuss the M&A Transaction process, including the Party C September 17 Proposal and the request from Casago International and Roofstock to partner together in connection with a bid proposal. The Special Committee and its advisors discussed the significant uncertainty in the Party C September 17 Proposal (including due to the fact Party C’s due diligence remained incomplete and its continued assumption that all of the Company’s debt capital would roll over into a post-closing company on substantially similar terms). They also discussed the potential benefits and drawbacks that could result from permitting Roofstock and Casago International to partner in the M&A Transaction, including the possibility that it could result in a second active bidder that could increase competitive pressure on Party C or otherwise lead to a higher price payable to the Unaffiliated Stockholders. Following discussion, the Special Committee authorized Casago International and Roofstock (together, “CR”) to partner with one another in evaluating a potential M&A Transaction. The Special Committee also authorized continued discussions and negotiations with Party C, but directed PJT Partners to advise Party C that it was not permitted to engage in discussions with the Significant Existing Stockholders as Party C would need to complete due diligence and provide more concrete detail as to proposed sources and uses for an M&A Transaction before the Special Committee would entertain such a request. Additionally, representatives of PJT Partners updated the Special Committee on the due diligence efforts of Party I, which had been provided initial information regarding the Company to allow Party I to form a view on value.

On September 20, 2024, representatives of Casago International held a video call with representatives of Roofstock to discuss the potential M&A Transaction. During such call, Casago International and Roofstock discussed the background of their respective businesses, the Company’s current business and potential financing and transaction structures and timelines. Representatives of Roofstock expressed interest in participating in the potential M&A Transaction on a joint basis with Casago International.

On September 22, 2024, at the direction of the Special Committee, PJT Partners provided Party I’s potential financing partners, Party J and Party K, access to information regarding the Company and its subsidiaries.

On September 28, 2024, with the authorization of the Special Committee, Mr. Parks communicated to a representative of V&E his views that, given the significant risks and uncertainties regarding the Company’s ability to continue as a stand-alone company, he expected that Riverwood would be supportive of a potential M&A Transaction on terms approved by the Special Committee, including, if requested, rolling over or potentially even investing a modest amount of equity capital. Mr. Parks also indicated that, if requested by the Special Committee, Riverwood was available to support discussions regarding refinancing the Company’s debt in connection with an M&A Transaction. The representative of V&E subsequently communicated such information to the Special Committee.

On September 28, 2024, Party C communicated to representatives of PJT Partners that it would not be submitting a revised proposal until October 14, 2024 at the earliest, which representatives of PJT Partners promptly communicated to the Special Committee.

On October 1, 2024, the Board held a video meeting with Company management and representatives of each of Latham, K&E, V&E and PJT Partners in attendance. At the request of the Special Committee, representatives of PJT Partners provided an update as to the general status of the strategic transaction review process with respect to a potential M&A Transaction. Additionally, representatives of V&E, at the request of the Special Committee, advised the Board that, subject to the Special Committee’s authorization at the Special Committee meeting immediately following the Board meeting on October 1, 2024, it expected the Significant Existing Stockholders and Davidson Kempner would be contacted by PJT Partners in the coming week to discuss their willingness to participate, as rollover investors or investors of additional capital, in any M&A Transaction generally, in order to inform the Special Committee’s evaluation of final proposals.

Also on October 1, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance to discuss the M&A Transaction process. The Special Committee also discussed, together with Company management and its advisors, the status of the M&A Transaction process, including the timing of receiving a revised proposal from Party C, the benefits of allowing the partnership between Casago International and Roofstock and Party I’s inadequate movement in its due diligence process compared to the other existing counterparties. Following discussion, the Special Committee directed PJT Partners to instruct the remaining bidders to submit a final, non-binding indication of interest on October 14, 2024, together with a markup of the bid draft Merger Agreement due on October 9, 2024. Given the desire to move expeditiously towards any transaction given the unpredictability in the Company’s performance, in anticipation of final proposals as early as October 14, 2024, the Special Committee also directed (i) PJT Partners to contact the Significant Existing Stockholders to inquire as to their general willingness to participate in an M&A Transaction if requested or required by a bidder, including rolling over their equity interests in connection with an M&A Transaction, providing additional equity or debt capital, and, in the case of Davidson Kempner, rolling over its debt capital, and (ii) PJT Partners and V&E to approach the Company’s insiders regarding the TRA Amendment. The Special Committee also requested that Company management update the Company’s long-range financial plan to ensure that the Special Committee was apprised of the latest information on the Company’s liquidity needs and financial projections when evaluating the Company’s “stand alone” case against any final proposals.

On October 3 and 4, 2024, at the direction of the Special Committee, representatives of each of PJT Partners and V&E held separate telephone calls with representatives of each of Silver Lake, Level Equity, Riverwood and Davidson Kempner to discuss their willingness to roll over equity in connection with an M&A Transaction. During these discussions, each representative of Silver Lake, Level Equity, Riverwood and Davidson Kempner expressed an expectation that their firms would endeavor to be supportive of any M&A Transaction recommended by the Special Committee subject to reviewing the terms of such a transaction, including potentially through a rollover of equity or debt, as applicable, in such a transaction.

On October 7, 2024, at the direction of the Special Committee, PJT Partners delivered another process letter to CR and Party C requesting the submission of final proposals on October 14, 2024.

On October 11, 2024, CR delivered to representatives of PJT Partners an issues list for the bid draft Merger Agreement (the “October 11 CR Issues List”), proposing, among other things (i) removal of the “go-shop” provision, (ii) a Company termination fee amount equal to 5% of the implied equity value of the Company, (iii) a Parent termination fee equal to 5% of the implied equity value of the Company, (iv) an obligation of the Company to reimburse CR for up to $10 million of expenses in addition to a Company termination fee and (v) certain financial and operating conditions to closing, including that the Company maintain a minimum level of cash and number of units under management by the Company during the interim period in line with Company management’s projections. PJT Partners promptly shared the issues list with the Special Committee.

On October 14, 2024, CR delivered to representatives of PJT Partners a joint non-binding proposal (the “October 14 CR Proposal”) to acquire all of the outstanding shares of the Company’s common stock, reflecting (i) the option for each stockholder to elect to receive $5.00 per share of the Company’s Class A Common Stock or to roll all or a portion of their equity interests into preferred or common equity interests of a newly formed entity, subject to compliance with applicable securities laws (with a minimum total rollover amount of $54.5 million), (ii) funding by CR of up to $120 million in cash, a portion of which would come from third-party equity financing sources, (iii) a request that the Company grant CR exclusivity and (iv) certain financial and operating conditions to closing. The October 14 CR Proposal also included a request that CR be permitted to engage with the Significant Existing Stockholders and Davidson Kempner with respect to their participation in a potential rollover of their existing equity. PJT Partners promptly shared the details of the October 14 CR Proposal with the Special Committee.

On October 17, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance to discuss the October 14 CR Proposal and the M&A Transaction process generally. The Special Committee’s discussion specifically focused on the risks to deal certainty created by the minimum cash condition and units under management condition included in the October 14 CR Proposal, as well as the concerns regarding whether there was sufficient committed capital to consummate the M&A Transaction proposed by the October 14 CR Proposal, which continued to be conditioned on the assumption the Company’s credit facility and $54.5 million in equity capital would roll over into the

post-closing combined company. The Special Committee directed PJT Partners to provide CR and Party C with a deadline of October 22, 2024 to submit final proposals and, in advance of such deadline, to direct PJT Partners to provide feedback to CR and Party C regarding the Special Committee’s views as to the deficiencies in their respective prior proposals in order to maximize the likelihood of obtaining the highest possible value for the Unaffiliated Stockholders in each of their final proposals.

On October 21, 2024, representatives of each of CR and Jefferies LLC (“Jefferies”), CR’s financial advisor, held a video call with representatives of each of V&E and PJT Partners to discuss the structure and mechanics of the potential rollover, conditionality and materiality thresholds and possible timing of post-closing adjustment calculations under the October 14 CR Proposal.

On the morning of October 22, 2024, a representative of Party C notified representatives of PJT Partners that Party C was withdrawing from the M&A Transaction process due, in part, to the probability that incremental capital would be required to fund the Company’s working capital needs, which representatives of PJT Partners promptly communicated to the Special Committee.

Later on October 22, 2024, CR delivered a revised non-binding proposal (the “October 22 CR Proposal”) to representatives of PJT Partners containing revised terms reflecting, among other things, (i) a cash/stock election consistent with the October 14 CR Proposal, except that CR would reserve the right to limit stockholder participation in rolling into the preferred equity interests of the newly formed entity and CR and its advisors orally clarified that any equity participation would need to be limited to participation that did not create additional compliance costs under the securities laws, including certain ongoing SEC reporting obligations for the post-closing company; (ii) that the cash consideration would be $5.00 per share, consistent with the October 14 CR Proposal, but which would be subject to a potential downward adjustment if the number of units under management dropped below 36,000 prior to closing, with a floor of $3.00 per share based on 30,000 units under management at closing; (iii) a unit quality closing condition that would require units under management at the threshold date to account for at least 70% of commissionable revenue in 2024; (iv) a net working capital adjustment; (v) the delivery by CR of letters from third party financing sources and Roofstock indicating their intent to provide equity with respect to the M&A Transaction, (vi) a re-iteration that the Company grant CR exclusivity; and (vii) a termination right by CR if the Company did not maintain at least 30,000 units under management unit count at any time prior to the closing of an M&A Transaction. The October 22 CR Proposal was contingent on the Credit Agreement remaining in place under similar terms and on CR obtaining at least $54.5 million in equity capital from existing stockholders, including through a rollover of equity, or from outside investors. Consistent with the October 14 CR Proposal, October 22 CR Proposal included a request that CR be permitted to engage with the Significant Existing Stockholders and Davidson Kempner with respect to their participation in a potential rollover. PJT Partners promptly shared the details of the October 22 CR Proposal with the Special Committee.

On October 23, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance to discuss the October 22 CR Proposal and the M&A Transaction process generally. After discussion, including regarding the fact that while the Company continued to engage in discussions with Party I, Party I was falling behind in the M&A Transaction process and had not substantially progressed its due diligence or formed a view on value, the continued risks relating to the Company’s ongoing business transformation and potential long-term capital needs and that CR had made the only actionable proposal for an M&A Transaction, the Special Committee determined to permit CR to engage in discussions with the Significant Existing Stockholders on a limited basis for a period of two weeks. During those two weeks, (i) CR would be permitted to confirm the Significant Existing Stockholders’ willingness to roll equity as part of a potential M&A Transaction, (ii) the parties could more fully negotiate CR’s revised proposal to clarify open deal terms and (iii) CR would be instructed to complete commercial due diligence. The Special Committee then approved resolutions recommending the Board approve of discussions between CR and the Significant Existing Stockholders and Davidson Kempner pursuant to Section 9(B)(1) of the Vacasa Charter solely with respect to any transaction ultimately approved by the Special Committee, which the Board subsequently approved via unanimous written consent on October 24, 2024.

Given that CR’s preferred capital structure involved significant common equity rollover but the repayment in full of the DK Convertible Notes, CR indicated its preference was to sequence discussions to engage with each of the Significant Existing Stockholders regarding a potential rollover, prior to engaging in discussions with Davidson Kempner. Accordingly, on October 25, 2024, at the direction of the Special Committee, representatives

of each of PJT Partners and V&E shared with the Significant Existing Stockholders the October 22 CR Proposal, which had not previously been shared with any members of the Board other than those on the Special Committee nor with any of the Significant Existing Stockholders. Representatives from each of PJT Partners and V&E also provided an overview of the latest status of the M&A Transaction process, including that the October 22 CR Proposal was the sole proposal received that was likely to be actionable and answered questions regarding CR, the structure of their proposal and the negotiation around its terms to date. The Significant Existing Stockholders were advised that the Special Committee believed pursuing this transaction was in the best interests of the Unaffiliated Stockholders and that, given the assumption that at least $54.5 million in equity capital would rollover into the post-closing company, consummation of the M&A Transaction as proposed by CR would require substantial equity rollover from the Significant Existing Stockholders (who collectively held approximately 46% of the equity valued at $116.5 million in the sources and uses, or approximately $53.6 million of the assumed rollover amount). The Significant Existing Stockholders indicated their willingness to engage with CR regarding a potential rollover.

The following week, CR entered into confidentiality agreements with each of the Significant Existing Stockholders and, as previously authorized by the Special Committee, began having separate discussions with representatives of each of the Significant Existing Stockholders regarding a potential rollover in the M&A Transaction.

On October 25, 2024, the Company, JPM and the other parties thereto executed Amendment No. 3 to the Credit Agreement. The Company and Davidson Kempner also executed an Amendment No. 1 to the NPA to conform the terms of the NPA to the Amendment No. 3 to the Credit Agreement, to the extent applicable to the NPA.

Also on October 25, 2024, on a standing quarterly call between the Company’s treasury team and JPM, a representative of JPM noted that in connection with the upcoming renewal evaluation process for the Payment Processing Agreement, which was set to expire in March 2025, JPM would be conducting a credit review on the overall credit card processing business with the Company.

In the last several days of October, 2024, as authorized by the Special Committee, representatives of each of CR and Jefferies held introductory video calls with representatives of each of the Significant Existing Stockholders to discuss the potential M&A Transaction and the possibility of the Significant Existing Stockholders rolling over their respective equity interests in the potential M&A Transaction. Representatives of each of the Significant Existing Stockholders expressed openness to consider rolling over their equity interests in order to facilitate the potential M&A Transaction.

On November 3, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance. At this meeting, representatives of PJT Partners provided an update that CR had engaged with each of the Significant Existing Stockholders, who generally seemed supportive of rolling over all or a significant portion of their equity interests in the potential M&A Transaction if necessary to consummate such transaction. The Special Committee discussed, together with Company management and its advisors, a counterproposal to CR, including to (i) convey that the purchase price set forth in the October 22 CR Proposal was lower than the Special Committee’s expectations, and that in any event the Merger Consideration adjustment based on unit count should be triggered at lower unit count levels and should include more unit count thresholds within the adjustment range; (ii) reject CR’s proposed unit quality closing condition; (iii) reject the proposed working capital adjustment; and (iv) reserve for comment on the proposed unit count termination right, but note that in any event the Special Committee would expect a number lower than 30,000 units if it were to agree to such a concept. At the direction of the Special Committee, representatives of PJT Partners conveyed these responses to CR following the meeting. The Special Committee further directed PJT Partners and V&E to initiate outreach with Davidson Kempner regarding the M&A Transaction and for CR to engage in discussions with Davidson Kempner. Additionally, representatives of PJT Partners noted that Party J, a financing partner to Party I, had not responded to PJT Partners’ previous requests for Party J to execute a clean team agreement.

On November 5, 2024, at the direction of the Special Committee, representatives of each of V&E and PJT Partners discussed with representatives of Davidson Kempner the status of the M&A Transaction process, including the request of the Special Committee that Davidson Kempner potentially roll over its common stock in connection with such a transaction. At the direction of the Special Committee, the representatives of each of

V&E and PJT Partners offered to provide a copy of the October 22 CR Proposal to Davidson Kempner at their request, which was provided on November 6, 2024. Following the discussion, Casago International, Roofstock and Davidson Kempner entered into a confidentiality agreement on November 7, 2024.

Later on November 5, 2024, members of Company management held a call to review its financial forecast with Party I and its financing partner, Party J. Over the next couple of weeks, at the direction of the Special Committee, representatives of PJT Partners held several calls with Party I and Party J regarding their information and due diligence requests with respect to a potential M&A Transaction and communicated the outcomes of these discussions to the Special Committee.

On November 6, 2024, representatives of PJT Partners delivered to representatives of Jefferies the Company’s responses to the October 22 CR Proposal containing revised terms reflecting the Company’s views that (i) the reduction in purchase price was a step backwards; (ii) the potential downward purchase price adjustment should be adjusted to apply if, prior to January 1, 2025, the number of units under management drops below 35,000 prior to closing (with such threshold to be reduced by 600 units each month after January 2025) with the purchase price being reduced by $0.10 for every 500 units below such threshold; (iii) a unit quality closing condition was not acceptable to the Company; and (iv) the Company should reject the working capital adjustment as proposed in the October 22 CR Proposal.

On November 7, 2024, the Company released its earnings for the third quarter of 2024, noting a 19% decline in gross booking value and a 21% decline in nights sold compared to the third quarter of 2023. The Company also noted that it ended the quarter with approximately 38,000 homes on its platform, down from approximately 42,000 at the end of the third quarter of 2023.

Over the next several weeks, representatives of each of CR, the respective Significant Existing Stockholders and Davidson Kempner continued to engage in potential rollover discussions. During this period, CR also began preparing to approach JPM to seek the credit facility lenders’ consent to keep the Credit Agreement outstanding following a transaction with CR.

On November 8, 2024, representatives of each of CR and Jefferies held a call with representatives of Riverwood to discuss due diligence requests regarding the potential M&A Transaction. The discussion also centered on the business plan for the combined company following closing and questions regarding Casago International’s franchise business model. Also on November 8, 2024, representatives of each of CR and Jefferies held a call with representatives of Silver Lake to discuss the post-closing business model and the combined company’s liquidity post-closing of the potential M&A Transaction. The discussion also focused on execution risk and other challenges the post-closing company might face in executing its business plan. Representatives of Silver Lake indicated interest in potentially rolling over Silver Lake’s equity interests in connection with the potential M&A Transaction.

On November 11, 2024, CR delivered a revised non-binding proposal (the “November 11 CR Proposal”) to representatives of PJT Partners containing revised terms reflecting (i) cash consideration in an amount consistent with that proposed in the October 22 CR Proposal (with an implied price of $4.82 per share based on the Company’s fully diluted share count number), subject to a $0.10 reduction for each reduction of 333 units below a unit count of 35,000 as of March 31, 2025, with such threshold to be reduced by 600 units each month after March 2025, (ii) replacing the unit quality provision with restrictions against material changes to the Company’s policies regarding minimum quality, revenue or commission rates for new or renewing contracts and (iii) utilizing the liquidity test under the Credit Agreement on a monthly basis and requiring that the Company’s working capital not fall more than $7.5 million below the Company’s current monthly forecast. Representatives of PJT Partners promptly updated the Special Committee in regards to the November 11 CR Proposal.

Also on November 11, 2024, representatives of each of CR, Jefferies and Davidson Kempner held a video call to discuss the potential M&A Transaction, including the possibility of a rollover by Davidson Kempner. Davidson Kempner requested various diligence items focused on the business plan of the Company following closing to continue its consideration with respect to participating in the potential M&A Transaction.

On November 12, 2024, JPM verbally informed Company management that it did not currently intend to renew the Payment Processing Agreement upon its expiration on March 10, 2025.

On November 15, 2024, the Board held a video meeting with members of Company management and representatives of each of K&E and V&E in attendance. During the meeting, members of Company management

updated the Board as to JPM’s indication that it did not intend to renew the Payment Processing Agreement on its current terms upon its expiration on March 10, 2025, and the potentially significant negative impact that could have on the Company’s ability to continue to operate its business, particularly if JPM or any alternative payment processor required the Company to post material amounts of collateral to continue to process payments in the future. The Board discussed the possibility of JPM agreeing to an extension of the Payment Processing Agreement in connection with an announced M&A Transaction.

Over the next week, at the direction of the Special Committee, representatives of each of PJT Partners and V&E held discussions with each of Mr. Parks and Mr. Adams, who each separately indicated to such representatives that they had concerns related to the closing conditions and purchase price adjustments related to unit count and liquidity, given their potentially negative impact on closing certainty and effect of reducing price certainty for all stockholders.

On November 17, 2024, representatives of each of CR and Jefferies held a video call with representatives of Davidson Kempner to address questions Davidson Kempner had with respect to the potential M&A Transaction.

Also on November 17, 2024, representatives of CR held a video call with representatives of each of Riverwood and Silver Lake to discuss certain illustrative scenarios relating to the potential M&A Transaction.

During the week of November 18, 2024, in response to follow-up inquiries from Davidson Kempner, representatives of CR provided representatives of Davidson Kempner additional data and due diligence materials related to CR’s existing business.

On November 18, 2024, at the direction of the Special Committee, a representative of PJT Partners held a discussion with Party I’s financial advisor regarding Party I’s progress in the M&A Transaction process and certain due diligence items.

Also on November 18, 2024, representatives of CR held a meeting with representatives of Riverwood to answer further questions that Riverwood had about CR’s ability to integrate Casago International and the Company post-closing of the potential M&A Transaction. Discussions focused on risks posed to the post-closing company, particularly with respect to technology integration, homeowner retention and marketing. CR continued to ask about Riverwood’s interest in rolling over its equity interests in the potential M&A Transaction. Representatives of Riverwood reiterated their openness to consider rolling over Riverwood’s equity interests in order to facilitate the potential M&A Transaction.

On November 19, 2024, representatives of each of CR and Jefferies held a meeting with representatives of Silver Lake to answer Silver Lake’s questions about CR’s ability to integrate Casago International and the Company post-closing of the potential M&A Transaction. Discussions focused on potential risks posed to the post-closing company, particularly with respect to cash management, homeowner retention, and scaling up Casago International’s operational systems post-closing of the potential M&A Transaction. CR reiterated its request regarding Silver Lake’s interest in rolling over its equity interests in the potential M&A Transaction. Representatives of Silver Lake reiterated their openness to consider rolling over Silver Lake’s equity interests in order to facilitate the potential M&A Transaction.

On November 21, 2024, representatives of V&E circulated a draft Merger Agreement to representatives of each of Jefferies and Skadden, Arps, Slate, Meagher & Flom LLP, outside legal advisor to CR (“Skadden”). The draft Merger Agreement was substantially consistent with the prior bid draft Merger Agreement updated in response to certain aspects of the October 11 CR Issues List and October 22 CR Proposal, including, among other things, (i) removing the “go-shop” provision, (ii) providing that certain support agreements will be entered into at signing concurrently with the execution of the Merger Agreement, (iii) increasing the Company termination fee from 2.5% (as proposed in the bid draft of the Merger Agreement) to 3% of the Company’s implied equity value and reducing the Parent termination fee from 7% of equity value (including any shares that are rolled in connection with the M&A Transaction) to 6% of the total implied equity value of the M&A Transaction (including any shares that are rolled in connection with the M&A Transaction) and (iv) providing that Parent would be responsible for all expenses incurred by the Company in connection with any amendment or refinancing of the Credit Agreement.

On November 22, 2024, representatives of Jefferies held a call with representatives of Davidson Kempner, during which Davidson Kempner indicated they were internally discussing the potential M&A Transaction and would provide feedback on their intentions with respect to such transaction by the following week.

On November 23, 2024, at the request, and with the authorization, of the Special Committee, representatives of Silver Lake contacted a representative of JPM to preview that the Company wanted to discuss with JPM a potential M&A Transaction. Over the next several weeks, as directed by the Special Committee, representatives of each of the Company, CR, PJT Partners, Silver Lake, Latham, and Skadden engaged in a series of discussions and negotiations with JPM regarding keeping the Credit Agreement outstanding following a transaction with CR and regarding an extension of the Company’s Payment Processing Agreement with JPM.

On November 25, 2024, representatives of Jefferies requested that Davidson Kempner provide a formal response on their position with respect to participating in the potential M&A Transaction prior to November 28, 2024. On November 27, 2024 and December 2, 2024, Jefferies followed up with Davidson Kempner via email to request an update on the status of their position as to the potential M&A Transaction. On December 3, 2024, Davidson Kempner responded via email, stating they were still evaluating the proposal and requested additional time. Davidson Kempner also asked CR for an update on overall transaction progress. Representatives of Jefferies encouraged representatives of Davidson Kempner to confirm their participation as soon as practicable.

On November 26, 2024, representatives of V&E sent representatives of Skadden an initial draft of the form of support agreement, which proposed that each of the Significant Existing Stockholders would enter into such agreement concurrently with the execution of the Merger Agreement and agree to (i) vote the shares of the Company’s Class A Common Stock and Class B Common Stock held by them in favor of the adoption of the Merger Agreement and (ii) contribute, directly or indirectly, and immediately prior to the closing, all or a portion of the shares of Company Stock and Company LLC Units held by them to CR (or any direct or indirect parent company thereof).

On November 27, 2024, at the direction of the Special Committee, representatives of PJT Partners informed representatives of Jefferies of the Company’s expectation that JPM would not renew the Payment Processing Agreement upon its expiration on March 10, 2025, absent negotiation of any necessary extension in connection with Amendment No. 4 to the Credit Agreement and an M&A Transaction. During this discussion, representatives of Jefferies reiterated CR’s request for exclusivity, communicating that CR was unwilling to begin negotiating definitive documentation without exclusivity. At the direction of the Special Committee, representatives of PJT Partners advised representatives of Jefferies that the Special Committee was unlikely to grant exclusivity until there was resolution of the key open points related to conditionality and purchase price adjustments.

Also on November 27, 2024, representatives of Party I’s financial advisor advised representatives of PJT Partners that, given the results of Party J’s due diligence on the Company to date, particularly concerns raised by increased unit churn, Party I and Party J would need significant additional time prior to being able to form a view on valuation and submit a fully informed proposal, and that it was unclear whether there was a path to a transaction.

During the last week of November and the subsequent first week of December 2024, representatives of Jefferies contacted representatives of Davidson Kempner on multiple occasions to ask if Davidson Kempner had any formal feedback on how it intended to proceed with respect to the potential M&A Transaction. A representative of Davidson Kempner replied on December 3, 2024 that Davidson Kempner was continuing to review and needed another couple of days in order to provide a decision on their participation in the potential M&A Transaction. Over the following two week period, representatives of Jefferies continued to follow up via email with representatives of Davidson Kempner, but the Davidson Kempner representatives did not provide a clear indication of their interest in potentially rolling over their debt and equity interests in the potential M&A Transaction.

On December 2, 2024, representatives of CR held an introductory video call with representatives of each of Jefferies and JPM in attendance to discuss the opportunity for JPM to roll over its debt in connection with the potential M&A Transaction and, shortly thereafter, held a diligence session with JPM. Representatives of JPM indicated that they were open to exploring a potential rollover of JPM’s existing credit facility, conditioned on an upfront reduction or accelerated paydown of the outstanding debt post-closing and further due diligence review.

On December 4, 2024, representatives CR held a video call with representatives of each of Riverwood and Silver Lake separately to introduce them to representatives of each of TRT and Miramar. The conversation focused on TRT and Miramar’s experience with Casago International and their view of Casago International’s go-forward business plan.

On December 5, 2024, representatives of each of CR and Jefferies held a video call with representatives of each of JPM and Silver Lake in attendance to discuss potential risks of the potential M&A Transaction, the Company’s market sale process, the Company’s balance sheet health and the debt paydown plan.

Also on December 5, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance. At this meeting, as requested by the Special Committee, representatives of PJT Partners provided an update with respect to the M&A Transaction, including that CR had commenced discussions with JPM to request that JPM roll its existing revolving credit facility exposure in the potential M&A Transaction and that CR continued to seek exclusivity. The Special Committee determined that, given the possibility of the execution of a potential transaction in the coming weeks and the significance of the key open business points in the merger negotiations related to the unit count and liquidity closing conditions and purchase price adjustments, it would be appropriate to give the Board an update on the key open business points around closing and value certainty and solicit the Board members’ perspectives on the foregoing.

On December 6, 2024, the Board held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance. During this meeting, Bruce Schuman, the Chief Financial Officer of the Company, presented Company management’s most recent analysis of unit churn, as well as updated forecasts of unit churn and liquidity for 2025, to the Board. At the Special Committee’s request, representatives of PJT Partners also provided an update on the status of the merger negotiations, including a summary of the key outstanding financial terms being negotiated related to unit count, unit quality and liquidity and the proposed process and action items to announce a transaction on December 20, 2024. Discussion ensued regarding the risks presented by the proposed purchase price adjustments and closing conditions related to unit counts and liquidity given management’s forecasted unit churn and liquidity levels. At the conclusion of the discussion, the Board members encouraged the members of the Special Committee to prioritize certainty of closing in their negotiations with CR and to negotiate the best purchase price adjustment terms possible but none of the directors (including the Davidson Kempner Board appointees) expressed any concerns regarding the strategic transaction review process nor provided a view on potential alternative transactions.

Also on December 6, 2024, representatives of CR delivered a revised key business terms proposal to representatives of PJT Partners (the “December 6 CR Business Terms Proposal”), reflecting (i) a downward base-line consideration adjustment of $0.10 for every 500 units that the unit count falls below 35,000 units, which unit count will be reduced by 600 units each month after March 31, 2025, (ii) a termination right of CR if the unit count falls below 25,000 at any time prior to closing and (iii) a downward Merger Consideration adjustment in the event the Company’s working capital falls more than $7.5 million below the Company’s monthly forecasts prior to closing. PJT Partners promptly shared the details of the December 6 CR Business Terms Proposal with the Special Committee.

On December 8, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance. At this meeting, representatives of PJT Partners discussed with the Special Committee the December 6 CR Business Terms Proposal. Following discussion, the Special Committee directed PJT Partners to deliver an oral counterproposal to representatives of each of Jefferies and CR with the following modifications to the December 6 CR Business Terms Proposal: (i) a starting Merger Consideration adjustment point of 33,000 units as of January 31, 2025, with termination thresholds reducing over time on the same schedule as Merger Consideration adjustment thresholds, (ii) a $10 million termination fee payable by CR in the event CR exercises a unit count termination right (a “CR Unit Count Termination Fee”) and (iii) no downward Merger Consideration adjustment for liquidity or working capital (the “December 8 Committee Business Terms Counterproposal”).

On the evening of December 8, 2024, at the direction of the Special Committee, representatives of PJT Partners communicated the December 8 Committee Business Terms Counterproposal to Joseph Riley, President of Casago International. During that discussion, Mr. Riley conveyed the following counterproposal on behalf of CR, subject to confirmation with CR’s equity investors: (i) a downward base-line consideration adjustment of $0.10 for every 500 units that the unit count falls below 32,000 units, which unit count will be reduced by 600 units for each month after April 30, 2025, (ii) a termination right of CR if the unit count falls below 24,000 at any time prior to closing, (iii) no CR Unit Count Termination Fee and (iv) a to-be-determined minimum liquidity concept (the “December 8 CR Business Terms Counterproposal”).

On the morning of December 9, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance. At this meeting, representatives of PJT Partners discussed with the Special Committee the December 8 CR Business Terms Counterproposal. Members of Company management also reviewed with the Special Committee the Company’s unit count forecasts through June 2025, which showed that the Company’s unit count was expected to remain above 32,000 in each month during the projected period. Following discussion, the Special Committee directed PJT Partners to deliver an oral counterproposal to representatives of each of Jefferies and CR with the following terms: (i) a downward base-line consideration adjustment of $0.10 for every 500 units that the unit count falls below 35,000 units, which unit count will be reduced by 600 units at the start of each month after March 31, 2025, (ii) a termination right of CR if the unit count falls below 24,000 at any time prior to closing, (iii) no CR Unit Count Termination Fee and (iv) a dollar-for-dollar downward Merger Consideration adjustment if a $15 million minimum liquidity threshold is not met at closing (the “December 9 Committee Business Terms Counterproposal”). The Special Committee also directed PJT Partners to advise CR that, if the December 9 Committee Business Terms Counterproposal was acceptable, the Special Committee would enter into a short-term exclusivity agreement to permit the negotiation of a definitive transaction prior to December 25, 2024.

On December 10, 2024, the Board held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance. During this meeting, among other things, representatives of each of PJT Partners and V&E provided an update to the Board regarding the current status of the potential M&A Transaction with CR and noted that (i) CR was expected to respond shortly on the December 9 Committee Business Terms Counterproposal, and (ii) subject to agreement on the December 9 Committee Business Terms Counterproposal, the Company would be entering into an exclusivity agreement with CR. No objections were raised, including by the Davidson Kempner Board appointees, with respect to granting CR exclusivity, and the Board reiterated its desire to move expeditiously towards an actionable transaction. Additionally, during these discussions, none of the directors, including the Davidson Kempner Board appointees, expressed any concerns regarding the strategic transaction review process nor provided a view on potential alternative transactions.

On December 10, 2024, a representative of Jefferies conveyed to representatives of PJT Partners that CR had agreed to the terms set forth in the December 9 Committee Business Terms Counterproposal, which representatives of PJT Partners promptly communicated to the Special Committee. On December 12, 2024, the Company and CR entered into an exclusivity agreement providing for an exclusive period of negotiations until 5:00 p.m. Pacific Time on December 23, 2024, which period would be automatically extended until 5:00 p.m. Pacific Time on December 31, 2024 if the parties were continuing to negotiate in good faith towards the execution of a definitive agreement with respect to a potential M&A Transaction as of December 23, 2024.

Over the next two weeks, members of Casago International management, and representatives of Skadden and Latham, negotiated an Amendment No. 4 to the Credit Agreement (“Amendment No. 4 to the Credit Agreement”) with JPM and certain other lenders party thereto to, among other things, prevent the consummation of the transactions set forth in the Merger Agreement from triggering a change in control event of default under the Credit Agreement.

On December 12, 2024, after over a month of discussions with the Significant Existing Shareholders, TRT and Miramar to finalize the sources of equity financing necessary to consummate the M&A Transaction, representatives of each of CR and Jefferies followed up again with representatives of Davidson Kempner to inquire whether Davidson Kempner would roll over its Class A Common Stock in the potential M&A Transaction on the same terms as offered to the Significant Existing Stockholders.

On December 13, 2024, representatives of Davidson Kempner notified representatives of Jefferies that Davidson Kempner would roll over its Class A Common Stock, only if it could also roll the DK Convertible Notes with an adjustment of the conversion price relative to the M&A Transaction purchase price, as opposed to the DK Convertible Notes being paid off at closing. On the same day, representatives of Casago International notified representatives of Davidson Kempner that CR was not interested in Davidson Kempner rolling the DK Convertible Notes on such terms because, based on the progress CR had made with the Significant Existing Shareholders, TRT and Miramar over the past several weeks while waiting for direction from Davidson Kempner, CR had by December 13, 2024 secured the necessary equity financing in order to consummate the M&A Transaction.

On December 17, 2024, representatives of Skadden sent representatives of V&E a revised draft of the form of support agreement. Representatives of Skadden also shared the revised form of support agreement with Goodwin Procter LLP, Simpson Thacher & Bartlett LLP and Ropes & Gray LLP, counsel to Level Equity, Riverwood and Silver Lake, respectively.

On the evening of December 17, 2024, members of each of Company management and CR management and representatives of each of Skadden and V&E met to conduct a legal due diligence review of the Company’s business.

On December 18, 2024, representatives of Skadden circulated a revised draft of the Merger Agreement to representatives of V&E which incorporated the terms set forth in the December 9 Committee Business Terms Counterproposal as well as certain other terms, including (i) an equity valuation of $4.81 per share, (ii) a closing condition and if the number of Company Units is less than 24,000, (iii) a termination right in favor of Casago International if the number of Company Units is less than 24,000 in the Adjustment Statement or two successive Company Unit Statements, (iv) a closing condition and termination right in favor of Parent if there is an Event of Default under the Credit Agreement or the DK Convertible Notes, (v) a concept that the closing would not occur until the final Merger Consideration adjustments were determined in accordance with the draft Merger Agreement, (vi) modifying the definition of “Company Units” to, among other things, include those units that have generated positive revenue during the 12-month period prior to the date of determination and (vii) an increase to the Company termination fee from 3.0% to 3.75% of the Company’s implied equity value in the M&A Transaction.

On December 18, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance to discuss the draft Merger Agreement circulated by Skadden.

On December 19, 2024, a representatives of Davidson Kempner contacted a representative of Jefferies to ask for an update on the potential M&A Transaction and to communicate that Davidson Kempner did not intend to sign a support agreement in connection with the potential M&A Transaction.

On December 20, 2024, representatives of Skadden circulated an initial draft of the Limited Guarantee to representatives of V&E, pursuant to which the Guarantors guaranteed certain obligations of Parent and Merger Subs in connection with the Merger Agreement.

Also on December 20, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance to further discuss the issues in the draft Merger Agreement circulated by Skadden on December 18, 2024. At the conclusion of the meeting, the Special Committee authorized V&E to deliver a revised draft Merger Agreement that would, among other things, (i) revise the proposed Merger Consideration adjustment mechanics so that if there is a dispute regarding the Merger Consideration adjustment that is unresolved at closing (and such dispute does not provide that Parent would have a termination right), then the parties will be obligated to close and any disputed Merger Consideration will be placed into escrow until final resolution of the dispute (the “Company Proposed Dispute Mechanics”), (ii) revise the definition of “Company Units” to be consistent with the methodology used to prepare the Company’s publicly disclosed unit count numbers, (iii) reject the proposed closing condition and termination right for events of default under the DK Convertible Notes and the Credit Agreement (the “EOD Closing Condition” and “EOD Termination Right,” respectively), (iv) accept the proposed closing condition and termination right for unit count, but revise the termination right to be mutual, (v) lower the Company termination fee from 3.75% to 3% of the Company’s implied equity value and increase Parent’s termination fee from 4.5% of the equity value (excluding any shares that are rolled in connection with the M&A Transaction) to 6% of the total implied equity value of the Company (including any shares that are rolled in connection with the M&A Transaction) and (vi) reject Parent’s proposed $500,000 cap on the Company’s fees in the event the Company has to sue Parent to pay the Parent termination fee. The Special Committee unanimously authorized Company management, PJT Partners and V&E to negotiate the Merger Agreement and other transaction documents consistent with the discussion at the meeting.

Later that evening, representatives of V&E circulated a revised draft of the Merger Agreement to representatives of Skadden incorporating the terms approved by the Special Committee on December 20, 2024.

On December 22, 2024, representatives of CR held a video call with representatives of each of TRT, Miramar, Silver Lake, Riverwood and Level Equity to discuss finalization of the terms of the rollover.

On December 23, 2024, representatives of Skadden circulated an initial draft of the Equity Commitment Letter and a revised draft of the Limited Guarantee to representatives of V&E.

Also on December 23, 2024, in connection with the potential M&A Transaction, JPM agreed to extend the Payment Processing Agreement subject to the execution of the Merger Agreement in connection with the potential M&A Transaction.

Later that day, representatives of Skadden circulated a revised draft Merger Agreement to representatives of V&E. The revised draft contemplated, among other things, (i) a revised valuation of $5.02 per share, which was increased from $4.81 as a result of calculating a per share valuation based on a more updated fully-diluted share count of the Company than had previously been assumed, (ii) reverted to the proposal that the closing will not occur until the Merger Consideration adjustment is finally determined, (iii) reinserted the closing condition and termination right in favor of Parent if there is a default or event of default under the Credit Agreement or the DK Convertible Notes, (iv) added a $750,000 cap on the Company’s enforcement costs with respect to the Parent termination fee, and (v) a Company termination fee of 3.5% of the Company’s implied equity value in the M&A Transaction and a Parent termination fee of 4.5% of the Company’s implied equity value in the transaction (excluding any shares or units rolled in connection with the M&A Transaction).

In the evening on December 26, 2024, representatives of V&E sent revised drafts of the Merger Agreement, Equity Commitment Letter and Limited Guarantee to representatives of Skadden. The revised draft of the Merger Agreement provided for, among other things, (i) the reversion to the Company Proposed Dispute Mechanics, (ii) the removal of the proposed EOD Termination Right and revision of the EOD Closing Condition to be limited to any termination or acceleration of the Credit Agreement (the “Revised EOD Closing Condition”), and (iii) an increase to the Parent termination fee from 4.5% of the implied equity value of the M&A Transaction (excluding any shares that are rolled in connection with the M&A Transaction) to 6% of the total implied equity value of the M&A Transaction (including any shares that are rolled in connection with the M&A Transaction).

Also on December 26, 2024, Mr. Greyber contacted Mr. Liu, one of Davidson Kempner’s Board appointees, in response to his understanding that Davidson Kempner had not yet agreed to deliver a support agreement agreeing to vote in favor of the adoption of the Merger Agreement. Mr. Greyber asked for Davidson Kempner’s support and offered to discuss the progression of the M&A Transaction or questions they had. Mr. Liu did not respond to Mr. Greyber’s communication.

Also on December 26, 2024, a representative of Davidson Kempner, after being notified of an upcoming Board meeting to approve the adoption of the Merger Agreement, contacted a representative of Jefferies to confirm Davidson Kempner’s understanding that CR had a shortfall in financing required to consummate the potential M&A Transaction. A Jefferies representative responded to the Davidson Kempner representative that the necessary capital had been committed to fund the potential M&A Transaction and provided the Davidson Kempner representative with detail on the sources of such financing. On the same day, the Davidson Kempner representative indicated that Davidson Kempner was willing to roll over its Class A Common Stock, provided that CR also permit Davidson Kempner to exchange the DK Convertible Notes into new debt and equity interests of Parent. The Davidson Kempner representative then indicated that Davidson Kempner would submit a proposal that Jefferies could review with CR.

On December 27, 2024, a representative of Davidson Kempner submitted a proposal to representatives of Jefferies consisting of (i) an exchange of the DK Convertible Notes into (a) $25 million of a new mezzanine security that would be junior to the revolving credit facility and senior to certain preferred equity interests of Parent and which would also be at a higher coupon and a higher make-whole than the existing DK Convertible Notes, (b) $14 million of certain preferred equity interests of Parent, plus (c) warrants that would grant Davidson Kempner 10% of the fully diluted equity interests in Parent post-closing and (ii) a convert of the Class A Common Stock held by Davidson Kempner into the same security as the Rollover Stockholders would receive in Parent. Representatives of Jefferies promptly communicated such proposal to representatives of CR.

In the afternoon on December 27, 2024, representatives of each of Skadden and V&E discussed the open issues in the Merger Agreement, including, among other things, (i) the Company Proposed Dispute Mechanics,

(ii) the Company and Parent termination fees, (iii) the EOD Closing Condition and EOD Termination Right, (iv) the cap on the Company’s enforcement costs with respect to the Parent termination fee and (v) the treatment of the Company’s cash bonuses and restricted stock units (clauses (i) through (v), among other things, the “Parent Open Issues”).

Later in the evening on December 27, 2024, with the Special Committee’s direction, members of management of each of the Company and Parent, along with representatives of each of V&E, PJT Partners, Skadden and Jefferies, held a meeting to discuss and negotiate the Parent Open Issues. Following this meeting, Skadden contacted V&E to convey a proposed package deal to align on the Parent Open Issues, providing that, among other things (i) the Parent termination fee will be 5% of the total implied equity value of the M&A Transaction (including the value of any shares that are rolled in connection with the M&A Transaction), (ii) acceptance of the Revised EOD Closing Condition, but in the event of an event of default under the Credit Agreement that results in a penalty interest rate prior to closing, then 12 months of the incremental cost will count towards the Liquidity Adjustment (the “EOD Adjustment”), (iii) acceptance of the removal of the EOD Termination Right, but adding a termination right analogous to the Revised EOD Closing Condition that the Credit Agreement had not been terminated or accelerated, (iv) there will be a $1 million cap on the Company’s enforcement costs with respect to the Parent termination fee, (v) the Company can pay out $500,000 in cash bonuses in the aggregate, $200,000 of which can be paid out at closing and (vi) the Company will bear one third of the costs with respect to the conversion of unvested restricted stock units into post-closing cash awards, which would result in a $0.02 per share reduction in the Merger Consideration (clauses (i) through (vi), among other things, the “Parent Deal Package”).

On December 28, 2024, representatives of Jefferies communicated to representatives of Davidson Kempner that Davidson Kempner’s latest proposal was economically less favorable compared to CR’s current financing structure and therefore Davidson Kempner’s proposal was not acceptable to CR, however CR remained open to allowing Davidson Kempner to convert its Class A Common Stock into the same equity interests in Parent as the Rollover Stockholders would receive. The Davidson Kempner representatives responded that Davidson Kempner would only roll over its Class A Common Stock if it could also roll over the DK Convertible Notes. In addition, the Davidson Kempner Board appointees clarified that they planned to vote against the adoption of the Merger Agreement if CR was not able to propose a mutually acceptable solution for Davidson Kempner to roll over the DK Convertible Notes. A representative of Jefferies promptly communicated this conversation to CR. Following the conversation, a representative of CR and a Davidson Kempner Board appointee exchanged emails, whereby the Davidson Kempner Board appointee reiterated that a rollover of the Class A Common Stock held by Davidson Kempner and approval of the adoption of the Merger Agreement by the Davidson Kempner Board appointees were conditioned on a rollover of the DK Convertible Notes. Later that evening, representatives of each of CR, Jefferies and Davidson Kempner held a video call to discuss the terms under which Davidson Kempner might participate in the potential M&A Transaction. CR clarified the possibility for Davidson Kempner to roll over its Class A Common Stock on the same terms as the Significant Existing Stockholders. A Davidson Kempner Board appointee indicated that Davidson Kempner’s primary focus was on rolling the DK Convertible Notes, and that Davidson Kempner would only roll over its Class A Common Stock if CR and Davidson Kempner were able to agree on a mutually acceptable exchange of the DK Convertible Notes into new debt and equity interests of Parent post-closing. Representatives of CR subsequently asked if the Davidson Kempner Board appointees would consider voting in favor of the adoption of the Merger Agreement if CR agreed to give Davidson Kempner a two-week exclusivity period to negotiate terms with CR, TRT and Miramar to potentially replace a portion of their financing commitment with the DK Convertible Notes. A Davidson Kempner Board appointee indicated that Davidson Kempner may have interest in the exclusivity proposal, but no agreement was reached.

Also on December 28, 2024, representatives of Skadden shared with representatives of V&E a revised draft of the Limited Guarantee. Also on December 28 and 29, 2024, the Company and Parent negotiated and finalized terms with respect to exploring the potential franchising of certain assets of the Company following the closing.

In the afternoon of December 28, 2024, representatives of V&E shared with representatives of Skadden responses to the Parent Deal Package, including, among other things, that (i) the Company would be permitted to pay $2.1 million of retention cash bonuses to non-executive employees in the aggregate, of which $200,000 can be paid out at closing, (ii) the Company would not bear any costs of the conversion of the unvested restricted stock units and the Merger Consideration would not be reduced by $0.02 per share and (iii) the EOD Adjustment

would only apply in the event the penalty interest rate remains in effect after closing and after giving effect to any adjustment of the Merger Consideration (clauses (i) through (iii), among other things, the “Company Deal Package”). Other than those terms that continued to be negotiated through their inclusion in the Company Deal Package, all other terms contemplated in the Parent Deal Package were accepted by the Company.

On the evening of December 28, 2024, the Special Committee held a video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance to discuss the status of the Merger Agreement negotiations and review the Company Deal Package. Also during this meeting, the Special Committee received an update as to the communications from representatives of Jefferies that Davidson Kempner and Casago International had been unable, as of such time, to negotiate rollover terms acceptable to Davidson Kempner and that a Davidson Kempner Board appointee had indicated that the Davidson Kempner Board appointees would vote against the adoption of the Merger Agreement at the Board meeting in their capacity as directors. After discussion, including as to the conflicting interests of Davidson Kempner in the Mergers compared to the Unaffiliated Stockholders, the Special Committee determined that time was of the essence, that any delay in the execution of the Merger Agreement could jeopardize the M&A Transaction with Casago International and that it was in the best interest of the Unaffiliated Stockholders for the Merger Agreement to be executed as promptly as practicable, even if Davidson Kempner or its Board appointees were unwilling to support the Mergers.

Over the course of December 28 and 29, 2024, representatives of V&E and representatives of Skadden negotiated and finalized drafts of the Equity Commitment Letter and Limited Guarantee.

On the morning of December 29, 2024, representatives of each of CR and Jefferies held a call with representatives of Davidson Kempner. Representatives of Davidson Kempner indicated that Davidson Kempner would not support the M&A Transaction at the upcoming Board meeting solely on the basis of the potential two-week exclusivity period to negotiate terms for the DK Convertible Notes, and instead would require more finalized terms. In response and at Davidson Kempner’s request, later that day representatives of CR proposed that if Davidson Kempner supported the M&A Transaction at the upcoming Board meeting, CR would recommend converting up to $25 million of the DK Convertible Notes into a new debt instrument, and converting their Class A Common Stock into certain preferred equity interests of Parent and penny warrants that would equate to 2.5% of the fully diluted equity interests in Parent post-closing instead of the 10% that Davidson Kempner had proposed on December 27, 2024. Before the Board meeting on December 29, 2024, a Davidson Kempner representative informed representatives of Jefferies that Davidson Kempner would not accept CR’s proposal and stated that the Davidson Kempner Board appointees intended to vote against the adoption of the Merger Agreement at the upcoming Board meeting. Representatives of Jefferies communicated this to CR thereafter.

Later on December 29, 2024, representatives of Skadden shared with representatives of V&E a revised draft of the Merger Agreement reflecting the Company Deal Package.

By the afternoon of December 29, 2024, the Merger Agreement and related documents, including the Support Agreements, Equity Commitment Letter, Limited Guarantee, TRA Amendment and Amendment No. 4 to the Credit Agreement, were all in substantially final form.

On the evening of December 29, 2024, the Special Committee held a video meeting with representatives of Company management and representatives of each of V&E and PJT Partners in attendance. Representatives of V&E again provided an overview of the Special Committee’s fiduciary duties in connection with the M&A Transaction as well as the terms of the proposed definitive transaction documents, copies of which had been sent to the Special Committee prior to the meeting. At the request of the Special Committee, the representatives of PJT Partners reviewed its financial analyses in connection with the M&A Transaction. At the request of the Special Committee, representatives of PJT Partners then rendered its oral opinion to the Special Committee (which was subsequently confirmed in writing) that, as of the date of such opinion based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion, which are stated in its written opinion, the consideration to be received by the holders of shares of Company Stock (other than any shares which: (i) were held by the Company as treasury stock and not held on behalf of third parties, (ii) were owned by the Parent or Parent Merger Subs (or any direct or indirect wholly owned subsidiary of the Parent or Parent Merger Subs), (iii) the holder of such Company Stock had properly exercised statutory appraisal rights or

(iv) were shares held, directly or indirectly, by or on behalf of Rollover Stockholders) in the M&A Transaction was fair to such holders from a financial point of view. After discussion at the meeting, the Special Committee unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Mergers, are fair to, and in the best interests of, the Company and the Unaffiliated Stockholders, (ii) recommended that the Board approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers, and determine that the Merger Agreement and the transactions contemplated thereby, including the Mergers, are fair to, and in the best interests of, the Company and the Unaffiliated Stockholders and (iii) recommended that, subject to Board approval, the Board submit the Merger Agreement to the stockholders of the Company for their adoption and recommend that the stockholders of the Company vote in favor of the adoption of the Merger Agreement.

Following the Special Committee meeting on December 29, 2024, the Board held a special video meeting with members of Company management and representatives of each of V&E and PJT Partners in attendance. During the Board meeting, a summary of the Special Committee’s recommendation to the Board to approve the M&A Transaction with Casago International was provided to the Board. Representatives of V&E, at the request of the Special Committee, reviewed with the Board an overview of the terms of the proposed definitive transaction documents for the Mergers, copies of which had been provided to the Board prior to the meeting, noting, among other things, the potential Merger Consideration adjustments, closing conditions and the fact that the DK Convertible Notes would be paid off at the closing of the Mergers at 130% of the initial principal amount of the DK Convertible Notes, in accordance with the terms of the DK Convertible Notes. At the request of the Special Committee, representatives of PJT Partners provided the Board with a summary of the comprehensive process undertaken in respect of a strategic transaction of the Company.

Shortly after the scheduled start time of the Board meeting, Mr. Liu and Mr. Sosa delivered a letter via email to the members of the Special Committee, which indicated that Mr. Liu and Mr. Sosa believed that the M&A Transaction with Casago International undervalued the Company and thus was not in the best interests of the Company or its stockholders. The letter also stated that Mr. Liu and Mr. Sosa did not believe the Special Committee had conducted a robust, vigorous or independent process (but the letter did not provide any supporting examples), and that they believed there had been discussions, assurances and side agreements with interested parties that hindered the ability of the Special Committee to prioritize Company stockholders. Mr. Liu’s and Mr. Sosa’s concerns noted in the letter had not been previously raised with Company management, the Special Committee or the Board. The letter was the first communication from Mr. Liu or Mr. Sosa to any of the Special Committee members or its advisors, Company management or the Board expressing concerns about the Special Committee’s process or the terms of the Mergers since Mr. Liu and Mr. Sosa had first received a copy of the October 22 CR Proposal on November 6, 2024, other than concerns expressed at the December 6, 2024 Board meeting consistent with other Board members’ concerns regarding the liquidity and unit count purchase price adjustments and the need to maximize closing and value certainty. Accordingly, following PJT Partners’ presentation and discussion, Mr. Liu and Mr. Sosa were asked to explain in more detail their purported concerns regarding the M&A Transaction with Casago International and the Special Committee’s strategic M&A Transaction review process that were referenced in their letter which had been delivered during the meeting. In response, Mr. Liu indicated that he (i) had limited visibility into the process run by the Special Committee, but had been concerned when Party J, the capital provider to Party I, had contacted Davidson Kempner to discuss pursuing an M&A Transaction with the Company and reported limited engagement with the Special Committee, (ii) believed the M&A Transaction with Casago International undervalued the Company, which he believed would ultimately be more valuable if it pursued cost cutting measures and asset sales on a stand-alone basis, (iii) had concerns that the announcement of the M&A Transaction with Casago International would negatively impact Company performance in a manner that could result in reduction in the amount of merger consideration ultimately paid to stockholders below the $5.02 per share price and (iv) had concerns that the premium of the Merger Consideration was lower than when the proposed transaction was initially introduced to the Board. The meeting participants then discussed the points raised by Mr. Liu, with members of the Special Committee and its advisors noting in particular that (i) despite commencing due diligence related to the Company in July and indicating ongoing interest regarding a transaction, Party I had never submitted a proposal to the Special Committee, due in part to the Company’s elevated unit churn levels, and was at least several weeks, if not months, behind Casago International in terms of being able to execute on an M&A Transaction, even if they ultimately wanted to do so, and Party J had delayed executing a clean team agreement when requested, (ii) the M&A Transaction with Casago International was the only actionable M&A Transaction

proposal received after a lengthy sale process conducted by the Special Committee and PJT Partners and (iii) the Company would face significant risks if it were to continue operating on a standalone basis, including risks relating to liquidity, working capital and elevated unit churn. Representatives of each of PJT Partners and V&E advised the Board as to their view that the Special Committee had, over the course of more than six months, run an exhaustive and robust process to identify the best available alternative to maximize value for the Unaffiliated Stockholders and to negotiate the best possible terms. Members of the Board also asked for, and received, confirmation that PJT Partners had provided a fairness opinion to the Special Committee in connection with the M&A Transaction. When asked if there were any other specific factual concerns regarding the strategic transaction review process the Special Committee or Board should be aware of in evaluating the M&A Transaction with Casago International, Mr. Liu replied that there were not. Members of the Board also inquired as to potential conflicting interests of Davidson Kempner, as compared to the other Unaffiliated Stockholders, due to Davidson Kempner’s status as a noteholder of the Company, and their understanding from Casago International and its advisors that Davidson Kempner had made a proposal to provide structured financing to the post-closing company that was rejected by Casago International. When requested to provide information about such negotiations, including copies of any proposed term sheets, Mr. Liu and Mr. Sosa declined to confirm on what terms any such offer had been made by Davidson Kempner. Members of the Board also asked Mr. Liu and Mr. Sosa whether Davidson Kempner was invited to participate in the M&A Transaction by rolling its outstanding equity, and Mr. Liu emphasized that Davidson Kempner was focused on maintaining a structured debt position in the combined company. During the Board meeting, Mr. Liu indicated more than once that he was considering the proposed transaction from two perspectives: (i) as a representative of Davidson Kempner and (ii) as a director on the Board. After a review of the fiduciary duties of the Board and further discussion regarding the scope of the Special Committee’s process, the risks to the Company of continuing to operate on a stand-alone basis, receipt of confirmation from Mr. Liu and Mr. Sosa that they had no remaining questions or concerns that had not been discussed, and the recommendation of the Special Committee of the M&A Transaction and its basis therefore, a majority of the Board (acting on the recommendation of the Special Committee), by a 9 to 2 vote (with Mr. Liu and Mr. Sosa voting against the resolutions), (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Mergers, are fair to, and in the best interests of, the Company, the Unaffiliated Stockholders, Company LLC and its members, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Mergers, (iii) authorized and approved the execution, delivery and performance by the Company and Company LLC of the Merger Agreement and the consummation of transactions contemplated by the Merger Agreement, 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 the Company at a meeting of the stockholders of the Company or, if the Company receives executed Stockholder Consents sufficient to obtain the Company Stockholder Approvals on or prior to the 14th day following the date of the Merger Agreement, through written consent and (v) recommended that the stockholders of the Company vote in favor of the adoption of the Merger Agreement.

That same day and into the following morning, representatives of each of Skadden, V&E and Latham finalized the Merger Agreement, Limited Guarantee, Equity Commitment Letter, Support Agreements, Company Disclosure Schedules and Parent Disclosure Schedules. On December 30, 2024, the respective parties executed the Merger Agreement. Concurrently with the execution of the Merger Agreement, each of the Significant Existing Stockholders executed their respective Support Agreements, and the Limited Guarantee, the Equity Commitment Letter, the TRA Amendment and Amendment No. 4 to the Credit Agreement were executed by the applicable parties thereto and delivered to the Company. Prior to the opening of U.S. stock markets on December 30, 2024, the parties issued a joint press release announcing the M&A Transaction.

The Board formed the Special Committee, comprised of three of Vacasa’s independent and disinterested directors, and empowered the Special Committee to, among other things, (i) review, evaluate, investigate, pursue and negotiate (or oversee and direct the review, evaluation, investigation, pursuit and negotiation of) the structure, form, conditions and terms of any (A) potential strategic transaction that could result in a change of control of Vacasa and (B) potential private placement of securities (each, a “Strategic Transaction”) and of any definitive agreements in connection therewith, (ii) meet with the management of Vacasa, members of the Board and outside advisors engaged by Vacasa or the Special Committee as determined to be reasonable and appropriate by the Special Committee, (iii) make a determination as to whether such Strategic Transaction (and

any definitive agreements with respect to such Strategic Transaction) is fair to, and in the best interests of, Vacasa and the Unaffiliated Stockholders and (iv) if the Special Committee deems appropriate, recommend to the Board (for or against) the approval of such Strategic Transaction (including, if appropriate, approval of such Strategic Transaction as a Related Party Transaction pursuant to the Audit Committee Charter and the Related Person Transaction Policy and Procedures of Vacasa), the execution and delivery of the definitive documentation providing for such Strategic Transaction and, if applicable, the approval of such Strategic Transaction to the stockholders of Vacasa.

The Special Committee unanimously (i) 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, (ii) recommended that the Board approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers, and determine 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 Special Committee considered the Unaffiliated Stockholders to be situated substantially similarly to, and include, the Company’s “unaffiliated security holders” as such term is defined in Rule 13e-3 of the Exchange Act, due to the fact that holders of Class A Common Stock who are officers or directors of the Company, and who are included among the Unaffiliated Stockholders but might be considered affiliates of the Company by virtue of such role, will receive the same per share Merger Consideration as the security holders unaffiliated with the Company will receive in respect of their shares of Class A Common Stock. In light of the foregoing, the Special Committee believes that the Mergers are fair to the Company’s “unaffiliated security holders” as such term is defined in Rule 13e-3 of the Exchange Act.

In the course of reaching its determination and making its recommendations, the Special Committee considered the following non-exhaustive list of material factors, which are not presented in any relative order of importance and each of which the Special Committee viewed as being generally supportive of its determination and recommendations to the Board:

In the course of reaching its determination and making its recommendations, the Special Committee also considered the following non-exhaustive list of uncertainties, risks and potentially negative factors concerning the Merger Agreement and the Mergers, which are not presented in any relative order of importance:

The Special Committee also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Mergers and to permit the Special Committee to represent effectively the interests of the Unaffiliated Stockholders. The Special Committee believes these factors support its determination and recommendations and provide assurance of the procedural fairness of the Mergers to the Unaffiliated Stockholders:

The foregoing discussion of reasons for the recommendation to adopt the Merger Agreement is not meant to be exhaustive but addresses the material information and factors considered by the Special Committee in consideration of its recommendation. The Special Committee unanimously concluded that the uncertainties, risks and potentially negative factors relevant to the Mergers were outweighed by the potential benefits of the Mergers.

A majority of the Board, acting upon the recommendation of the Special Committee, has (i) determined that the Merger Agreement and the transactions contemplated thereby, 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 set forth therein, and authorized the officers of Vacasa to enter into the Merger Agreement and all other documents, certificates, agreements and instruments contemplated thereby on behalf of Vacasa and Vacasa LLC, as applicable, and to do all things and take all actions necessary or advisable to consummate the transactions contemplated thereby, including the Mergers, (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. The Board considered the Unaffiliated Stockholders to be situated substantially similarly to, and include, the Company’s “unaffiliated security holders” as such term is defined in Rule 13e-3 of the Exchange Act, due to the fact that holders of Class A Common Stock who are officers or directors of the Company, and who are included among the Unaffiliated Stockholders but might be considered affiliates of the Company by virtue of such role, will receive the same per share Merger Consideration as the security holders unaffiliated with the Company will receive in respect of their shares of Class A Common Stock. In light of the foregoing, the Board believes that the Mergers are fair to the Company’s “unaffiliated security holders” as such term is defined in Rule 13e-3 of the Exchange Act. The Board, by a majority vote of Vacasa’s directors, recommends that Vacasa’s stockholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

In the course of reaching its determination and making its recommendation, the Board considered the following non-exhaustive list of material factors, which are not presented in any relative order of importance:

A majority of the Board concluded that the uncertainties, risks and potentially negative factors relevant to the Mergers were outweighed by the potential benefits of the Mergers. Two of the Board’s then-eleven members, Messrs. Liu and Sosa, voted against the Mergers. On January 10, 2025, Messrs. Liu and Sosa resigned from the Board.

In addition, the Special Committee and the Board were aware of and considered the interests that Vacasa’s directors and executive officers may have with respect to the Mergers that may differ from, or are in addition to, their interests as stockholders of Vacasa generally, as described in the section of this proxy statement entitled “Special Factors — Interests of Our Directors and Executive Officers in the Mergers.”

This discussion of the information and factors considered by the Special Committee and the Board includes the material positive and negative factors considered by the Special Committee and the Board, but it is not intended to be exhaustive and may not include all the factors considered by the Special Committee or the Board. Neither the Special Committee nor the Board quantified or assigned any relative or specific weights to the various factors that it considered in reaching its determination to approve the Merger Agreement and the transactions contemplated thereby. Rather, the Special Committee and the Board each viewed its position and recommendation as being based on the totality of the information presented to, and factors considered by, it. In addition, individual members of the Special Committee and the Board may have given differing weights to different factors. This explanation of the reasoning of the Special Committee and the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement entitled “Cautionary Note Regarding Forward-Looking Statements.”

Under the terms of the Merger Agreement, approval of the Merger Proposal requires the affirmative vote of (1) the holders of a majority in voting power of the outstanding shares of Class A Common Stock and Class B

Common Stock, voting together as a single class, and entitled to vote thereon, (2) the holders of a majority in voting power of the outstanding shares of Class A Common Stock, voting as a single class, and (3) the holders of a majority in voting power of the outstanding shares of Class B Common Stock, voting as a single class.

As of December 30, 2024, the Rollover Stockholders, who have agreed to vote all of their respective shares of Class A Common Stock and Class B Common Stock in favor of the adoption of the Merger Agreement, held approximately (i) 45.9% of the combined voting power of Class A Common Stock and Class B Common Stock, (ii) 29.3% of the outstanding voting power of the Class A Common Stock and (iii) 84.7% of the outstanding voting power of the Class B Common Stock.

PJT Partners was retained by the Special Committee to act as its financial advisor in connection with the transactions contemplated by the Merger Agreement and, upon the Special Committee’s request, to render its fairness opinion to the Special Committee in connection therewith. The Special Committee selected PJT Partners to act as its financial advisor based on PJT Partners’ qualifications, expertise and reputation, its knowledge of Company’s industry and its knowledge and understanding of the business and affairs of Company. At a meeting of the Special Committee on December 29, 2024, PJT Partners rendered its oral opinion, subsequently confirmed in its written opinion dated December 29, 2024, to the Special Committee that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the consideration to be received by the holders of shares of Company Stock (other than any shares which: (i) were held by Vacasa as treasury stock and not held on behalf of third parties; (ii) were owned by Parent or Merger Subs (or any direct or indirect wholly owned subsidiary of Parent or Merger Subs); (iii) the holder of such Company Stock had properly exercised statutory appraisal rights; or (iv) were shares held, directly or indirectly, by or on behalf of Rollover Stockholders) in the transactions contemplated by the Merger Agreement was fair to such holders from a financial point of view.

The full text of PJT Partners’ written opinion delivered to the Special Committee, dated December 29, 2024, is attached as Annex B and incorporated into this proxy statement by reference in its entirety. PJT Partners’ written opinion has been provided by PJT Partners at the request of the Special Committee and is subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated therein). You are encouraged to read the opinion carefully in its entirety. PJT Partners provided its opinion to the Special Committee, in its capacity as such, in connection with and for purposes of its evaluation of the transactions contemplated by the Merger Agreement only and PJT Partners’ opinion does not constitute a recommendation as to any action the Special Committee or the Board should take with respect to the transactions contemplated by the Merger Agreement or how any holder of Company Stock should vote or act with respect to the transactions contemplated by the Merger Agreement or any other matter. The following is a summary of PJT Partners’ opinion and the methodology that PJT Partners used to render its opinion. This summary of the PJT Partners opinion contained in this proxy statement is qualified in its entirety by reference to the full text of PJT Partners’ written opinion attached as Annex B.

In arriving at its opinion, PJT Partners, among other things:

In preparing its opinion, with the consent of the Special Committee, PJT Partners relied upon and assumed the accuracy and completeness of the foregoing information and all other information discussed with or reviewed by PJT Partners, without independent verification thereof. PJT Partners assumed, with the consent of the Special Committee, that the Projections and the assumptions underlying the Projections, and all other financial analyses, estimates and forecasts provided to PJT Partners by Vacasa’s management, were reasonably prepared in accordance with industry practice and represented Vacasa management’s best then-currently available estimates and judgments as to the business and operations and future financial performance of Vacasa. PJT Partners assumed no responsibility for and expressed no opinion as to the Projections, the assumptions upon which they were based or any other financial analyses, estimates and forecasts provided to PJT Partners by the management of Vacasa. PJT Partners also assumed, with the consent of the Special Committee, that there were no material changes in the assets, financial condition, results of operations, business or prospects of Vacasa since the respective dates of the last financial statements of Vacasa made available to PJT Partners. PJT Partners relied on Vacasa management’s representations and/or projections regarding taxable income, standalone net operating loss utilization and other tax attributes of Vacasa. PJT Partners further relied, with the consent of the Special Committee, upon the assurances of the management of Vacasa that they were not aware of any facts that would make the information, representations and projections provided by them inaccurate, incomplete or misleading.

PJT Partners was not asked to undertake, and did not undertake, an independent verification of any information provided to or reviewed by PJT Partners, nor was it furnished with any such verification and PJT Partners did not assume any responsibility or liability for the accuracy or completeness thereof. PJT Partners did not conduct a physical inspection of any of the properties or assets of Vacasa or the Parent Contribution Assets. PJT Partners did not make an independent evaluation or appraisal of the assets or the liabilities (contingent or otherwise) of Vacasa or Parent, nor was it furnished with any such evaluations or appraisals, nor did it evaluate the solvency of Vacasa (or the impact of the transactions contemplated by the Merger Agreement thereon) under any applicable laws.

PJT Partners also assumed, with the consent of the Special Committee, that the final executed forms of the Merger Agreement would not differ in any material respects from the draft reviewed by PJT Partners and that the consummation of the transactions contemplated by the Merger Agreement would be effected in accordance with the terms and conditions of the Merger Agreement, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party consents and approvals (contractual or otherwise) for the transactions contemplated by the Merger Agreement, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Vacasa or Parent or the contemplated benefits of the transactions contemplated by the Merger Agreement. PJT Partners also assumed that the representations and warranties made by Vacasa, Parent and Merger Subs in the Merger Agreement and any related agreements were and would be true and correct in all respects material to its analysis. PJT Partners did not express any opinion as to any tax or other consequences that might result from the transactions contemplated by the Merger Agreement, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which PJT Partners understood that Vacasa obtained such advice as it deemed necessary from qualified professionals. PJT Partners is not a legal, tax or regulatory advisor and relied upon without independent verification the assessment of Vacasa and its legal, tax and regulatory advisors with respect to such matters.

In arriving at its opinion, PJT Partners was not asked to solicit, and did not solicit, interest from any party with respect to any sale, acquisition, business combination or other extraordinary transaction involving Vacasa or its assets. PJT Partners did not consider the relative merits of the transactions contemplated by the Merger Agreement as compared to any other business plan or opportunity that might be available to Vacasa or the effect of any other arrangement in which Vacasa might engage, and PJT Partners’ opinion did not address the underlying decision by Vacasa to engage in the transactions contemplated by the Merger Agreement. PJT Partners’ opinion was limited to the fairness as of the date of the opinion, from a financial point of view, to the

holders of Company Stock of the consideration to be received by such holders in the transactions contemplated by the Merger Agreement (other than shares of Company Stock which: (i) were held by Vacasa as treasury stock and not held on behalf of third parties; (ii) were owned by Parent or Merger Subs (or any direct or indirect wholly owned subsidiary of Parent or Merger Subs); (iii) the holder of such Company Stock had properly exercised statutory appraisal rights; or (iv) were shares held, directly or indirectly, by or on behalf of Rollover Stockholders), and PJT Partners’ opinion did not address any other aspect or implication of the transactions contemplated by the Merger Agreement, the Merger Agreement, or any other agreement or understanding entered into in connection with the Mergers or otherwise. PJT Partners further expressed no opinion or view as to the fairness of the transactions contemplated by the Merger Agreement to the holders of any other class of securities, creditors or other constituencies of Vacasa or as to the underlying decision by Vacasa to engage in the transactions contemplated by the Merger Agreement. PJT Partners also expressed no opinion as to the fairness of the amount or nature of the compensation to any of Vacasa’s officers, directors or employees, or any class of such persons, relative to the consideration to be received by holders of Company Stock or otherwise. PJT Partners also expressed no opinion as to the Merger Consideration adjustments as set forth in the Merger Agreement, nor did PJT Partners express an opinion as to the value of the Parent Contribution Assets or with respect to the TRA Amendment.

PJT Partners’ opinion was, necessarily, based upon economic, market, monetary, regulatory and other conditions as they existed and could be evaluated, and the information made available to PJT Partners, as of the date of the opinion. PJT Partners expressed no opinion as to the prices or trading ranges at which the shares of Vacasa will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Vacasa or the transactions contemplated by the Merger Agreement or as to the impact of the transactions contemplated by the Merger Agreement on the solvency or viability of Vacasa or the ability of Vacasa to pay its obligations when they come due. PJT Partners assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of the opinion.

The issuance of PJT Partners’ opinion was approved by a fairness committee of PJT Partners in accordance with established procedures. PJT Partners’ advisory services and opinion were provided to the Special Committee, in its capacity as such, in connection with and for the purposes of its evaluation of the transactions contemplated by the Merger Agreement only and the opinion does not constitute a recommendation as to any action the Special Committee or the Board should take with respect to the transactions contemplated by the Merger Agreement or any aspect thereof. PJT Partners’ opinion does not constitute a recommendation to any holder of Company Stock as to how any stockholder should vote or act with respect to the transactions contemplated by the Merger Agreement or any other matter.

In connection with rendering its opinion, PJT Partners performed certain financial and other analyses as summarized below. In arriving at its opinion, PJT Partners did not ascribe a specific range of values to the shares of Company Stock but rather made its determination as to fairness, from a financial point of view, to the holders of the Company Stock of the consideration to be received by such holders pursuant to the Merger Agreement on the basis of financial analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, PJT Partners did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the transactions contemplated by the Merger Agreement. Accordingly, PJT Partners believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by PJT Partners in preparing its opinion to the Special Committee. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by PJT Partners, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial

analyses. In performing its analyses, PJT Partners made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Vacasa, Parent or any other parties to the transactions contemplated by the Merger Agreement. None of Vacasa, PJT Partners, Parent or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold. The financial analyses summarized below were based on the Projections and other financial information prepared and furnished to PJT Partners by or on behalf of the management of Vacasa, and used at the direction of the management of Vacasa and approved for PJT Partners’ use by the Special Committee. The following summary does not purport to be a complete description of the financial analyses performed by PJT Partners. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed, for Vacasa, as of the closing trading price on December 27, 2024 (which represented the last trading day for Company Stock prior to the date of PJT Partners’ opinion), and is not necessarily indicative of current or future market conditions. Fully diluted share numbers for Vacasa used below were provided by, and used at the direction of, Vacasa management.

In order to estimate the present value of the Company Stock, PJT Partners performed a discounted cash flow analysis of Vacasa. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows generated by the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the estimated enterprise value of Vacasa using the discounted cash flow method, PJT Partners added (a) Vacasa’s projected after-tax unlevered free cash flows from fiscal year 2025 through fiscal year 2029 based on the Projections to (b) the “terminal value” of Vacasa as of December 31, 2029, and discounted such amount to its present value using a range of selected discount rates. The after-tax unlevered free cash flows were calculated by taking the tax-affected earnings before interest and tax expense, adding depreciation and amortization, subtracting capital expenditures and adjusting for changes in working capital and other cash flow items. The residual value of Vacasa at the end of the projection period, or “terminal value,” was estimated by selecting an estimated range of perpetuity growth rates of 2.0% to 3.0%, which was estimated by PJT Partners utilizing its professional judgment and experience. The cost of equity range of 19.0% to 21.0% was selected based on PJT Partners’ analysis of the weighted average cost of capital of Vacasa and PJT Partners’ professional judgment. PJT Partners then calculated a range of implied equity values per share of Company Stock by (i) subtracting Vacasa’s convertible notes, (ii) subtracting gross debt, (iii) adding the net present value of the cash flow impact from Vacasa’s projected utilization of NOLs for the period from January 1, 2025 through December 31, 2042 (which are included in the Projections and discounted to present value as of December 31, 2024 using a cost of equity range of 19.0% to 21.0% based on PJT Partners’ analysis of the weighted average cost of capital of Vacasa and PJT Partners’ professional judgement), (iv) adding available cash, in each case from the estimated enterprise value derived using the discounted cash flow method and (v) dividing such amount by the fully diluted number of shares of Company Stock as of December 27, 2024.

PJT Partners also performed the discounted cash flow analysis described above excluding the net present value of the cash flow impact from Vacasa’s projected utilization of NOLs for the period from January 1, 2025 through December 31, 2042.

The following summarizes the results of these calculations:

PJT Partners then compared these ranges of implied value per share of Class A Common Stock to the Merger Consideration of $5.02 per share of Class A Common Stock as of December 27, 2024.

PJT Partners also observed the additional factors described below, which were not considered part of its financial analyses in connection with rendering its opinion, but were referenced solely for informational purposes:

In addition to the presentation made to the Special Committee on December 29, 2024, the date on which PJT Partners delivered its opinion, as described above, PJT Partners made other presentations to the Special Committee on October 17, 2024, November 5, 2024, December 8, 2024 and December 9, 2024 (such presentations collectively referred to as the “Preliminary PJT Partners’ Presentations”). Copies of the Preliminary PJT Partners’ Presentations have been attached as exhibits to the Transaction Statement on Schedule 13E-3 with respect to the transactions contemplated by the Merger Agreement. A summary of the Preliminary PJT Partners’ Presentations is provided below which does not list all information contained in the Preliminary PJT Partners’ Presentations and is qualified in its entirety by reference to the respective exhibits attached to the Transaction Statement on Schedule 13E-3 with respect to the transactions contemplated by the Merger Agreement.

The October 17, 2024 materials presented to the Special Committee included illustrative process considerations and a review and summary of bids pending, an illustrative sources and uses scenario analysis, an overview of Vacasa’s financial projections, a preliminary liquidity and valuation summary and a preliminary discounted cash flow analysis, including an illustrative net operating loss valuation. The November 5, 2024 materials presented to the Special Committee included an overview of Parent’s October 22, 2024 proposal, Vacasa’s proposed response to such proposal, and illustrative Merger Consideration adjustment considerations. The December 8, 2024 materials presented to the Special Committee included an overview of Vacasa’s then-current situation, and illustrative Merger Consideration adjustment considerations. The December 9, 2024 materials presented to the Special Committee included an overview of the key outstanding terms of Parent’s proposal as of December 8, 2024 and further illustrative Merger Consideration adjustment considerations.

None of the Preliminary PJT Partners’ Presentations, alone or together, constitutes an opinion of PJT Partners’ with respect to the Transaction consideration. Each of the analyses performed in the Preliminary PJT Partners’ Presentations was subject to further updating and subject to the final financial analysis presented to the Special Committee on December 29, 2024 by PJT Partners, which is summarized above and which superseded all analyses performed in the Preliminary PJT Partners’ Presentations. Each of these analyses was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to PJT Partners as of, the date on which PJT Partners performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information. The written and oral presentations by PJT Partners did not contain all of the financial analyses included in the December 29, 2024 presentation.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying PJT Partners’ opinion. In arriving at its fairness determination, PJT Partners considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, PJT Partners made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. The terms of the Merger Agreement, including the consideration, were determined through arm’s-length negotiations between Vacasa and Parent, rather than PJT Partners, and the decision to enter into the Merger Agreement was solely that of Vacasa and Parent.

PJT Partners prepared these analyses for purposes of providing its opinion to the Special Committee as to the fairness, from a financial point of view, as of the date of the written opinion of PJT Partners, of the consideration to be received by the Unaffiliated Stockholders pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Vacasa, Parent, PJT Partners or any other person assumes responsibility if future results are materially different from those forecast.

PJT Partners is an internationally recognized investment banking firm and, as part of its and its affiliates’ investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. As a leading global M&A, capital raising, restructuring and liability management, and governance and shareholder practices advisor, PJT Partners and its affiliates undertake significant client coverage efforts and have advised and/or discussed potential strategic transactions with a number of participants in Vacasa’s sector. The Special Committee selected PJT Partners to act as its financial advisor because of its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally and in the hospitality industry specifically.

PJT Partners is acting as financial advisor to the Special Committee in connection with the Transaction. As compensation for its services in connection with the Transaction, PJT Partners is entitled to receive from Vacasa an aggregate fee of $4.5 million, comprised of a work fee of $1 million, which became payable on December 31, 2024, a fairness opinion fee of $1.25 million, which became payable upon the delivery of PJT Partners’ opinion, and the remainder of which is contingent and payable upon the consummation of the Transaction. Vacasa has agreed to reimburse PJT Partners for out-of-pocket expenses and to indemnify PJT Partners for certain liabilities arising out of the performance of such services (including the rendering of PJT Partners’ opinion).

During the two years preceding the date of its opinion, PJT Partners advised Vacasa with respect to a capital markets transaction for which PJT Partners received a fee of less than $1 million. PJT Partners is also advising or has advised (i) through PJT Park Hill, PJT Partners’ fund advisory business, an affiliate of Silver Lake Group, L.L.C. in connection with a capital raise for a Silver Lake-sponsored investment vehicle unrelated to the Company or the Transaction for which PJT Partners received fees of less than $500,000; and (ii) through PJT Partners’ Restructuring and Special Situations Group, creditor groups in which Davidson Kempner and/or its affiliates are/were members in connection with restructuring matters unrelated to Vacasa or the Transaction, for which PJT Partners received fees for its work for the entire creditor group which were paid by the debtor. PJT Partners has not advised or received fees from Parent or its affiliates during this period.

The Mergers constitute a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. Under the rules governing “going private” transactions in Rule 13e-3 under the Exchange Act, the Filing Parties are required to express their reasons for the Mergers to Vacasa stockholders. The Filing Parties are making the statements included in this section of this proxy statement solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Filing Parties’ purposes and reasons for the Mergers should not be construed as a recommendation to any Unaffiliated Stockholder as to how such Unaffiliated Stockholder should vote on the proposal to adopt the Merger Agreement.

For the Filing Parties, the primary purpose for the Mergers is to benefit from any future earnings and growth of Vacasa after Mergers. The Filing Parties believe that structuring the transaction in this manner is preferable to other transaction structures because it (i) enables Parent to acquire all of the outstanding shares of the Class A Common Stock at the same time, (ii) represents an opportunity for the Unaffiliated Stockholders to receive $5.02 in cash per share of Class A Common Stock (prior to any adjustments made thereto in accordance with the Merger Agreement), without interest and less any applicable withholding taxes, and (iii) allows the Rollover Stockholders to maintain a portion of their investment in Vacasa through their commitments to roll over their existing equity interests in Vacasa into equity interests of Parent. In the course of considering the proposed

going private transaction, the Filing Parties did not give significant consideration to any other alternative transaction structures or other alternative means to accomplish the foregoing purposes because the Filing Parties believed the Mergers were the most direct and effective way to accomplish these objectives.

The Filing Parties determined to undertake the Mergers at this time because the Filing Parties believe that, as a private company, Vacasa will be able to improve its ability to execute initiatives that over time will create additional enterprise value for Vacasa. The Filing Parties believe that this, along with Vacasa’s existing business and potential future opportunities, will allow the Filing Parties’ investment in Vacasa to achieve returns consistent with its investment objectives, which are in some cases more difficult for businesses to achieve as a public company due to the investment community’s focus on short-term, often quarterly, financial results. Further, absent the reporting and associated costs and burdens placed on public companies, the Filing Parties believe that Vacasa’s management and employees will be able to execute more effectively on future strategic plans.

Under the SEC rules governing “going private” transactions, the Purchaser Filing Parties may be deemed to be engaged in a “going private” transaction and, therefore, are required to express their beliefs as to the fairness of the Mergers to the “unaffiliated security holders” (as defined in Rule 13e-3 of the Exchange Act). The Purchaser Filing Parties are making the statements included in this section of this proxy statement solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Purchaser Filing Parties’ views as to fairness of the Mergers should not be construed as a recommendation to any Unaffiliated Stockholder as to how such Unaffiliated Stockholder should vote on the proposal to adopt the Merger Agreement.

None of the Purchaser Filing Parties participated in the deliberations of the Special Committee regarding, or received advice from the Special Committee’s legal, financial or other advisors as to, the fairness of the Mergers. None of the Purchaser Filing Parties undertook any independent evaluation of the fairness of the Mergers or the Merger Consideration to the Unaffiliated Stockholders. The Purchaser Filing Parties have not performed, or engaged a financial advisor to perform, any valuation or other analyses for the purposes of assessing the fairness of the Mergers or the Merger Consideration to the Unaffiliated Stockholders. Each of the Purchaser Filing Parties believes, however, that the Mergers are substantively fair to the Unaffiliated Stockholders based on the following factors, which are not presented in any relative order of importance:

The Purchaser Filing Parties did not consider net book value, which is an accounting concept, in determining their view as to fairness of the Mergers or the Merger Consideration to the Unaffiliated Stockholders because they believed that net book value is not a material indicator of the value of Vacasa as a going concern but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Mergers. See the section of this proxy statement entitled “Where You Can Find More Information” for a description of how to obtain copies of Vacasa’s periodic reports.

In addition, each of the Purchaser Filing Parties believes that the Mergers are procedurally fair to the Company’s Unaffiliated Stockholders based on the following factors, which are not presented in any relative order of importance:

The Purchaser Filing Parties did not consider the liquidation value of Vacasa in determining their view as to fairness of the Mergers to the Unaffiliated Stockholders because the Purchaser Filing Parties intend to shift Vacasa’s current business strategy by pursuing predominantly a franchise business model, as discussed in the section of this proxy statement entitled “Special Factors — Plans for Vacasa After the Mergers.” None of the Purchaser Filing Parties sought to establish a pre-merger going concern value for the Class A Common Stock and Class B Common Stock to determine the fairness of the Merger Consideration to the Unaffiliated Stockholders because following the Mergers the Company will have a different capital structure. However, to the extent the pre-merger going concern value was reflected in the Nasdaq closing price of $3.81 per share of Class A Common Stock on December 27, 2024, the last trading day prior to the announcement of entry into the Merger Agreement, the Merger Consideration represented a premium to the going concern value of the Company.

None of the Purchaser Filing Parties is aware of, and thus did not consider, any firm offer from an unaffiliated person during the past two years for a merger or consolidation of the Company with another company, the sale or transfer of substantially all of the Company’s assets, or the purchase of all or a substantial portion of the shares that would enable such person to exercise control of or significant influence over the Company.

The Purchaser Filing Parties did not receive any reports, opinions or appraisals from any outside party materially related to the fairness of the Mergers or the Merger Consideration, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Mergers to Unaffiliated Stockholders.

The foregoing discussion of the information and factors considered by each of the Purchaser Filing Parties in connection with the fairness of the Mergers is not intended to be exhaustive, but is believed to include all material factors considered by each of them. None of the Purchaser Filing Parties found it practicable to, and they did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Mergers. Rather, the fairness determinations were made by the Purchaser Filing Parties after considering all of the foregoing factors as a whole. Each of the Purchaser Filing Parties believes these factors provide a reasonable basis upon which to form its belief that the Mergers are fair to the Unaffiliated Stockholders. This belief should not, however, be construed as a recommendation to any Unaffiliated Stockholder to vote in favor of the proposal to adopt the Merger Agreement. None of the Purchaser Filing Parties makes any recommendation as to how the Unaffiliated Stockholders should vote their shares of Class A Common Stock or Class B Common Stock on the proposal to adopt the Merger Agreement.

Under the SEC rules governing “going private” transactions, the Rollover Filing Parties may be deemed to be engaged in a “going private” transaction and, therefore, are required to express their beliefs as to the fairness of the Mergers to the “unaffiliated security holders” (as defined in Rule 13e-3 of the Exchange Act). The Rollover Filing Parties are making the statements included in this section of this proxy statement solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Rollover Filing Parties’ views as to fairness of the Mergers is not intended to be and should not be construed as a recommendation to any Unaffiliated Stockholder as to how such Unaffiliated Stockholder should vote on the proposal to adopt the Merger Agreement. The Rollover Filing Parties have interests that are different from, and/or in addition to, the interests of the Unaffiliated Stockholders.

The Rollover Filing Parties believe that the interests of the Unaffiliated Stockholders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. Although representatives of the Rollover Filing Parties are members of the Board, none of such individuals are members of the Special Committee, and neither such directors nor any of the Rollover Filing Parties participated in the deliberations of the Special Committee regarding, or received advice from the Special Committee’s legal, financial or other advisors as to, the fairness of the Mergers. None of the Rollover Filing Parties undertook any independent evaluation of the fairness of the Mergers or the Merger Consideration to the Unaffiliated Stockholders. The Rollover Filing Parties have not performed, or engaged a financial advisor to perform, any valuation or other analyses for the purposes of assessing the fairness of the Mergers or the Merger Consideration to the Unaffiliated Stockholders. Based, among other things, on their knowledge and analysis of available information regarding the Company, as well as discussions with the Company’s senior management regarding the Company and its business and the factors considered by, and the analysis and resulting findings of, the Special Committee and the Board discussed under the section of this proxy statement entitled “Special Factors — Recommendation of the Special Committee and the Board; Reasons for the Mergers” beginning on page 44 (which analyses and resulting conclusions the Rollover Filing Parties adopt), each of the Rollover Filing Parties believes, however, that the Mergers are substantively fair to the Unaffiliated Stockholders. In particular, the Rollover Filing Parties considered the following factors, which are not presented in any relative order of importance:

The Rollover Filing Parties did not consider net book value, which is an accounting concept, in determining their view as to fairness of the Mergers or the Merger Consideration to the Unaffiliated Stockholders because they believed that net book value is not a material indicator of the value of Vacasa as a going concern but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Mergers. See the section of this proxy statement entitled “Where You Can Find More Information” for a description of how to obtain copies of Vacasa’s periodic reports.

In addition, each of the Rollover Filing Parties believes that the Mergers are procedurally fair to the Company’s Unaffiliated Stockholders based on the following factors, which are not presented in any relative order of importance:

The Rollover Filing Parties did not consider the liquidation value of Vacasa in determining their view as to fairness of the Mergers to the Unaffiliated Stockholders because the Purchaser Filing Parties intend to shift Vacasa’s current business strategy by pursuing predominantly a franchise business model, as discussed in the section entitled “Special Factors — Plans for Vacasa After the Mergers.” None of the Rollover Filing Parties sought to establish a pre-merger going concern value for the Class A Common Stock and Class B Common Stock to determine the fairness of the Merger Consideration to the Unaffiliated Stockholders because following the Mergers the Company will have a different capital structure. However, to the extent the pre-merger going concern value was reflected in the Nasdaq closing price of $3.81 per share of Class A Common Stock on December 27, 2024, the last trading day prior to the announcement of entry into the Merger Agreement, the Merger Consideration represented a premium to the going concern value of the Company.

None of the Rollover Filing Parties is aware of, and thus none of the Rollover Filing Parties considered, any firm offer from an unaffiliated person during the past two years for a merger or consolidation of the Company with another company, the sale or transfer of substantially all of the Company’s assets, or the purchase of all or a substantial portion of the shares that would enable such person to exercise control of or significant influence over the Company.

The Rollover Filing Parties did not receive any reports, opinions or appraisals from any outside party materially related to the fairness of the Mergers or the Merger Consideration, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Mergers to Unaffiliated Stockholders.

The Rollover Filing Parties also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the Mergers, including:

The foregoing discussion of the information and factors considered by each of the Rollover Filing Parties in connection with the fairness of the Mergers is not intended to be exhaustive, but is believed to include all material factors considered by each of them. None of the Rollover Filing Parties found it practicable to, and they did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Mergers. Rather, the fairness determinations were made by the Purchaser Filing Parties after considering all of the foregoing factors as a whole. Each of the Rollover Filing Parties believes these factors, including the factors described under the section of this proxy statement entitled “Special Factors — Recommendation of the Special Committee and the Board; Reasons for the Mergers,” provide a reasonable basis upon which to form its belief that the Mergers are fair to the Unaffiliated Stockholders. This belief, however, is not intended to be and should not be construed as a recommendation to any Unaffiliated Stockholder to vote in favor of the proposal to adopt the Merger Agreement. None of the Rollover Filing Parties makes any recommendation as to how the Unaffiliated Stockholders should vote their shares of Class A Common Stock or Class B Common Stock on the proposal to adopt the Merger Agreement. The Rollover Filing Parties attempted to negotiate the terms for a transaction that would be most favorable to them, and not to the Unaffiliated Stockholders, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to such Unaffiliated Stockholders.

Following completion of the Company Merger, Company Merger Sub will have been merged with and into Vacasa, with Vacasa surviving the Company Merger as a wholly owned subsidiary of Parent. The Class A Common Stock is currently listed on Nasdaq and registered under the Exchange Act. Following completion of the Company Merger, there will be no further public market for the Class A Common Stock and, as promptly as practicable following the Company Merger Effective Time and in compliance with applicable law, the Class A Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act.

The Filing Parties currently anticipate that the Company’s operations initially will be conducted following completion of the Mergers substantially as they are currently being conducted (except that Vacasa will cease to be a public company and will instead be a wholly owned subsidiary of Parent). The Filing Parties believe that, as a private company, the Company will be able to improve its ability to execute quickly and effectively on a series of existing value creation levers, including improving service levels, marketing to new homeowners and increasing partnerships with local teams, including through franchising. Through the franchise model, the Filing Parties will pursue opportunities to sell property management contracts and other assets to deliver enhanced service to Vacasa customers. Following completion of the Mergers, the Filing Parties will continue to assess the Company’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what additional changes, if any, would be desirable to enhance the business and operations of the Company.

At the Company Merger Effective Time, (a) the initial directors of the Surviving Corporation will be the directors of Company Merger Sub as of immediately prior to the Company Merger Effective Time, with each to hold office until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL, the certificate of incorporation of the Surviving Corporation and the bylaws of the Surviving Corporation, and (b) the initial officers of the Surviving Corporation will be the officers of Vacasa as of immediately prior to the Company Merger Effective Time, with each to hold office until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL, the certificate of incorporation of the Surviving Corporation and the bylaws of the Surviving Corporation. Immediately following the completion of the Mergers,

it is expected that (a) Casago Global, LLC will be entitled to appoint two directors to the board of directors of Parent, (b) each of Roofstock, MHRE STR II, LLC, TRT Investors 37, LLC, Riverwood Capital and Silver Lake Group, L.L.C. will be entitled to appoint one director to the board of directors of Parent and (b) each of Roofstock and Level Equity Management, LLC will be entitled to appoint one observer to the board of directors of Parent.

At the Company Merger Effective Time (a) the Vacasa Charter as in effect immediately prior to the Company Merger Effective Time will be amended and restated in its entirety to read as set forth in Exhibit B to the Merger Agreement and, as so amended and restated, shall be the certificate of incorporation of the Surviving Company until thereafter amended as provided therein or as provided by applicable law and consistent with the obligations set forth in the Merger Agreement, and (b) the bylaws of Vacasa as in effect immediately prior to the Company Merger Effective Time will be amended and restated in their entirety to read as the bylaws of Company Merger Sub as in effect immediately prior to the Company Merger Effective Time, except that all references to Company Merger Sub will be automatically amended and become references to the Surviving Corporation, until thereafter amended as provided therein, by the certificate of incorporation of the Surviving Company or as provided by applicable law and consistent with the obligations set forth in the Merger Agreement.

If all conditions to the Mergers are satisfied or waived (to the extent waivable under applicable law), the Merger Agreement provides that (i) at the LLC Merger Effective Time, LLC Merger Sub will merge with and into Vacasa LLC in accordance with the Merger Agreement, and the separate existence of LLC Merger Sub will cease and Vacasa LLC will continue as the Surviving Company in the LLC Merger and (ii) at the Company Merger Effective Time, Company Merger Sub will merge with and into Vacasa in accordance with the Merger Agreement, and the separate existence of Company Merger Sub will cease and Vacasa will continue as the Surviving Corporation in the Company Merger as a wholly owned subsidiary of Parent.

Subject to the terms and conditions of the Merger Agreement, at the time of the filing of the certificate of merger with the Secretary of State of the State of Delaware, (i) each issued and outstanding share of common stock, par value $0.01 per share, of Company Merger Sub that is issued and outstanding as of immediately prior to the Company Merger Effective Time will be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation; (ii) each share of Class A Common Stock issued and outstanding immediately prior to the Company Merger Effective Time (other than the Excluded Shares, but including each share of Class A Common Stock resulting from (a) the Vacasa LLC Units Redemption and (b) the issuance of Class A Common Stock upon the Class G Conversions) that is issued and outstanding as of immediately prior to the Company Merger Effective Time will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $5.02, as may be downward adjusted in accordance with the terms of the Merger Agreement, in cash without interest thereon, after giving effect to any required withholding taxes; (iii) each share of Class B Common Stock issued and outstanding as of immediately prior to the Company Merger Effective Time will be automatically cancelled and extinguished without conversion thereof or consideration paid in exchange, and the holders thereof shall cease to have any rights with respect thereto, and (iv) the Owned Company Shares will automatically be cancelled and extinguished without any conversion thereof or consideration paid in exchange. The Rollover Shares and Rollover Units 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.

At the Company Merger Effective Time:

Additionally, Vacasa will take all actions reasonably necessary to provide that the Company ESPP will terminate as of immediately prior to the Company Merger Effective Time.

Following the Rollover and immediately prior to the LLC Merger Effective Time and conditioned upon the closing of the LLC Merger, Vacasa will require each member of Vacasa LLC (other than Vacasa and its wholly owned subsidiaries and Parent and its wholly owned subsidiaries) to effect a Redemption (as defined in the Vacasa LLC Agreement) of all Common Units (as defined in the Vacasa LLC Agreement), other than the Rollover Units, held by such member, together with, as applicable, a corresponding number of shares of Class B Common Stock, pursuant to which such Common Units and such shares of Class B Common Stock will be exchanged for shares of Class A Common Stock in accordance with the Vacasa LLC Agreement and the former holders of such Common Units and shares of Class B Common Stock will be entitled to receive the Merger Consideration in accordance with the Merger Agreement.

At the LLC Merger Effective Time, each Common Unit and Class G Unit issued and outstanding immediately prior to the LLC Merger Effective Time and after the Vacasa LLC Units Redemption, other than the Excluded Units, will be canceled and forfeited for no consideration.

The primary benefit of the Mergers to the “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, will be their right to receive the Merger Consideration for each share of Class A Common Stock held by such stockholders as described above. This amount represents a premium over the market prices at which shares of Class A Common Stock traded prior to the public announcement of the execution of the Merger Agreement, including the fact that the unadjusted merger consideration of $5.02 represented a premium of 28% and 60% over Vacasa’s 30-day and 90-day volume weighted average price per share of Class A Common Stock, respectively, as of December 27, 2024, the last trading day prior to the public announcement of the execution of the Merger Agreement. Additionally, such stockholders will avoid the risk after the Mergers of any possible decrease in Vacasa’s future earnings, growth or value. See “Special Factors — Recommendation of the Special Committee and the Board; Reasons for the Mergers” beginning on page 44.

The primary detriment of the Mergers to the “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, is the lack of an interest of such stockholders in any potential future earnings, growth or value realized by Vacasa after the Mergers. In addition, the unaffiliated security holders will not benefit from any sale of Vacasa or its assets to a third party in the future. Furthermore, each of (i) the exchange by U.S. holders of Common Units for shares of Class A Common Stock in the Vacasa LLC Units Redemption and (ii) the exchange by U.S. holders of shares of Class A Common Stock for cash pursuant to the Company Merger is expected to be treated as a taxable transaction for U.S. federal income tax purposes, as further described in the section of this proxy statement entitled “Special Factors — Material U.S. Federal Income Tax Consequences of the Vacasa LLC Units Redemption and the Company Merger.”

The benefits of the Mergers to the Filing Parties include the fact that, following the completion of the Mergers, Parent will directly own 100% of the outstanding equity interests of the Surviving Corporation and will therefore have a corresponding 100% interest in the Surviving Corporation’s net book value and net loss of $101.2 million as of September 30, 2024 and $94.8 million for the nine months ended September 30, 2024, respectively. The table below sets forth the beneficial ownership of Class A Common Stock and Class B Common Stock and resulting interests Vacasa’s net book value and net earnings of the Filing Parties prior to and immediately after the Mergers, based on Vacasa’s net book value at September 30, 2024 and net earnings for the nine months ended September 30, 2024, as if the Mergers were completed on such date.

In addition, the Filing Parties will benefit from the savings associated with Vacasa no longer being required to file reports under or otherwise having to comply with provisions of the Exchange Act. Detriments of the Mergers to the Filing Parties include the lack of liquidity for Vacasa’s equity following the Mergers and the risk that Vacasa will decrease in value following the Mergers.

If the Mergers are not completed for any reason, Vacasa’s stockholders will not receive any payment for their shares of Class A Common Stock in connection with the Mergers and the Vacasa LLC Units Redemption will not be completed. Instead, Vacasa will remain an independent public company, and the Class A Common Stock will continue to be listed and traded on Nasdaq, so long as Vacasa continues to meet the applicable listing requirements. In addition, if the Mergers are not completed, Vacasa expects that management will operate the Company’s business in a manner similar to that in which it is being operated today and that Vacasa’s

stockholders will continue to be subject to the same risks and opportunities to which they are currently subject. There is no assurance as to the effect of these risks and opportunities on the future value of your Class A Common Stock, including the risk that the market price of the Class A Common Stock may decline to the extent that the current market price of the Class A Common Stock reflects a market assumption that the Mergers will be completed.

Under certain circumstances, if the Mergers are not completed, Vacasa would be required to pay a termination fee or Parent would be required to pay a termination fee. See “The Merger Agreement — Company Termination Fee” and “The Merger Agreement — Parent Termination Fee”.

The TRA Amendment will not be effective if the Mergers are not completed, and the Tax Receivable Agreement will remain in full force and effect.

Vacasa does not generally publish its business plans and strategies or make external disclosures of its anticipated financial position or results of operations other than for providing, from time to time, estimates of certain expected financial results and operational metrics in its regular annual and quarterly earnings press releases and other investor materials.

Vacasa is especially wary of making financial forecasts for extended earnings periods because of the unpredictability of the underlying assumptions and estimates and does not prepare five-year forecasts in the ordinary course of business. However, in connection with its evaluation of the Mergers, the Special Committee reviewed, among other things, certain forward-looking forecasts developed by Vacasa’s management with respect to fiscal years 2025 through 2029.

The financial forecasts included in this proxy statement have been prepared by Vacasa’s management and are subjective in many respects. The financial forecasts were not prepared with a view to public disclosure and are included in this proxy statement only because such information was made available to the Special Committee in connection with its consideration and evaluation of the Mergers. The Special Committee approved the use of, and directed PJT Partners to use, such financial forecasts in connection with its financial analyses and opinion, as described herein. The financial forecasts were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, which we refer to herein as “GAAP,” the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, the financial forecasts do not take into account any circumstances or events occurring after the date they were prepared, including the Mergers. The financial forecasts are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on this information. Although this summary of the financial forecasts is presented with numerical specificity, the forecasts reflect numerous variables, assumptions and estimates as to future events made by Vacasa’s management that Vacasa’s management believed were reasonable at the time the financial forecasts were prepared, taking into account the relevant information available to management at the time. Because the financial forecasts cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The financial forecasts reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Vacasa’s business, all of which are difficult to predict and inherently uncertain, and many of which are beyond Vacasa’s control. As a result, the financial forecasts may not be realized and actual results may be significantly higher or lower than projected. The financial forecasts are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

As such, the financial forecasts constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in Vacasa’s Annual Report on Form 10-K for the year ended December 31, 2023, Vacasa’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024, and the other reports filed by Vacasa with the SEC, as well as the section of this proxy statement entitled “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this proxy statement. Neither Vacasa’s independent auditors, nor any other independent accountants, have compiled,

examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The inclusion of this information should not be regarded as an indication that the Special Committee, Vacasa management, PJT Partners or any other recipient of this information considered, or now considers, the financial forecasts to be predictive of actual future results.

Except to the extent required by applicable federal securities laws, Vacasa does not intend, and expressly disclaims any responsibility, to update or otherwise revise the financial forecasts to reflect circumstances existing after the date when management prepared the financial forecasts or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the financial forecasts are shown to be in error.

The financial forecasts described below are included herein because they were made available by Vacasa to the Special Committee in connection with their consideration and evaluation of the Mergers and PJT Partners in connection with its financial analyses and opinion, and were approved by the Special Committee and Vacasa’s management, and PJT Partners was directed by the Special Committee and Vacasa’s management to use, such financial forecasts in connection with PJT Partners’ financial analysis and opinion, as described in the sections of this proxy statement entitled “— Opinion of PJT Partners” beginning on page 52, and “— Background of the Mergers” beginning on page 19, and were made available to the Special Committee in connection with its consideration of the Mergers and other strategic alternatives available to Vacasa, in each case, as described in the section of this proxy statement entitled “— Background of the Mergers” beginning on page 19 and “Special Factors — Recommendation of the Special Committee and the Board; Reasons for the Mergers” beginning on page 44.

The financial forecasts include the following assumptions and estimates:

The following table summarizes the financial forecasts:

Certain of the measures included in the financial forecasts may be considered non-GAAP financial measures, including Adjusted EBITDA, EBIT, Net Operating Profit After Tax and Unlevered Free Cash Flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Vacasa may not be comparable to similarly titled amounts used by other companies. The Special Committee approved for PJT Partners’ use and directed PJT Partners to use the non-GAAP financial measures included in the financial forecasts for purposes of its opinion. Vacasa has not prepared, and none of the Special Committee or PJT Partners has considered, a reconciliation of these non-GAAP financial measures to applicable GAAP financial measures.

The Mergers are expected to be accounted for as a business combination under the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method of accounting, Parent will be identified as the accounting acquirer, and Vacasa will be treated as the acquiree. The acquisition date will be the date of Closing. At Closing, the total purchase price will be allocated to the assets acquired and liabilities assumed of Vacasa based on their estimated fair values, using the fair value concepts defined in ASC 820, Fair Value Measurement. Any excess of the purchase price over the estimated fair value of the net assets acquired will be recognized as goodwill. Conversely, if the estimated fair value of the net assets acquired exceeds the purchase price, a bargain purchase gain will be recognized in the consolidated statement of operations.

The Guarantors have committed, pursuant to an equity commitment letter (the “Equity Commitment Letter”), to invest in Parent, at or immediately prior to the Company Merger Effective Time, the amounts set forth therein for the purpose of funding a portion of the Merger Consideration and related expenses of Parent, on the terms and subject to the conditions set forth in the Equity Commitment Letter. The Guarantors have also provided a limited guarantee (the “Limited Guarantee”) in favor of Vacasa, subject to certain limitations set forth in the Limited Guarantee, of the payment of such Guarantor’s Contribution Percentage (as defined in the Limited Guarantee) of the obligation of Parent to pay the Parent termination fee and the reasonable out-of-pocket fees, cost and expenses incurred by Vacasa in connection with any suit contemplated by, and solely to the extent reimbursable under, the Merger Agreement and the Limited Guarantee.

If (i) all of the conditions to the obligations of Parent and Merger Subs to consummate the Mergers are satisfied or validly waived (other than those conditions that by their nature are to be satisfied at the Closing if such conditions are capable of being satisfied), (ii) Parent fails to consummate the Mergers by the date on which Closing is required to occur pursuant to the Merger Agreement, (iii) Vacasa delivers written notice to Parent, on or after the date that the Closing should have occurred, that it is ready, willing and able to consummate the Mergers and (iv) Parent and Merger Subs fail to consummate the Closing on or before the third Business Day after delivery of such notice, Vacasa will have the right to terminate the Merger Agreement and Parent will be obligated to pay (within two Business Days after the termination of the Merger Agreement) Vacasa a fee of $5,825,000, as described under “The Merger Agreement — Parent Termination Fee” beginning on page 113.

You should be aware that Vacasa’s non-employee directors and executive officers have interests in the Mergers that are different from, or in addition to, the interests of Vacasa’s stockholders generally. The Board and the Special Committee were aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below. For purposes of the discussion below, Vacasa’s executive officers are Robert Greyber (Chief Executive Officer) and Bruce Schuman (Chief Financial Officer). Vacasa’s former executive officers and former directors have been omitted from the discussion below because they have no interest in the Mergers (except insofar as they hold shares of Class A Common Stock) and no rights to compensation that may be accelerated or enhanced in connection with the Mergers.

The Company Equity Awards held by our directors and executive officers immediately before the Company Merger Effective Time will be treated as described above in the section of this proxy statement entitled “Certain Effects of the Mergers — Treatment of Equity Compensation Awards.”

Pursuant to our Non-Employee Director Compensation Program, each Company Equity Award held by our non-employee directors will fully vest in connection with the Closing. As described below under “— Vacasa Executive Officer Severance Arrangements”, each of our executive officers is eligible for vesting acceleration of a portion of their time-based equity awards (or the cash awards into which such equity awards convert at the Company Merger Effective Time) if they undergo a qualifying termination of employment in connection with the Mergers.

The below table summarizes the number of currently outstanding Unvested Company RSUs and Unvested Company PSUs (other than Share Price Company PSUs, and with the number of shares calculated based on the attainment of target performance levels) held by the Company’s executive officers and non-employee directors as of January 27, 2025, and the estimated aggregate value of such awards using an assumed value of $5.02 per share of underlying Class A Common Stock.

We have entered into change in control and retention agreements with each of our executive officers (each, a “Severance Agreement”) that provides for severance benefits upon certain qualifying terminations of employment.

Under Robert Greyber’s Severance Agreement, if Mr. Greyber’s employment with us is terminated by us without cause (as defined in the Severance Agreement) or if he resigns for good reason (as defined in the Severance Agreement), he will be eligible to receive the following: (i) a lump sum payment equal to the sum of (a) 12 months’ salary, (b) his target annual bonus for the year in which the termination occurs, (c) a prorated target annual bonus for the year in which the termination occurs, and (d) any earned but unpaid bonus for the year before the termination; (ii) reimbursement for the cost of up to 12 months of healthcare continuation coverage; and (iii) if such termination occurs within the period beginning three months before a change in control of the Company and ending on the date following the change in control on which all equity awards that were held by Mr. Greyber immediately before the change in control that vest solely based on continued service over time would become fully vested assuming service continues (such period, the “CIC Period”), 100% vesting acceleration for all equity awards that vest solely based on continued service over time (including, for this purpose, the portion of any equity award with performance-based vesting conditions that vests solely based on continued service over time). Mr. Greyber will also be eligible to receive such full vesting acceleration if his employment with us is terminated by his death or disability during the CIC Period. Notwithstanding the foregoing, the terms of the Unvested Company RSUs granted to Mr. Greyber in 2024 provide that they will not be eligible for vesting acceleration in connection with the Closing. Assuming (i) the Closing were to occur on March 31, 2025 (during the CIC Period), (ii) Mr. Greyber were to experience a qualifying termination of

employment on such date, and (iii) any annual bonus earned for fiscal year 2024 was already paid before such date, the estimated amount of the severance benefits payable to Mr. Greyber under his Severance Agreement would be as follows: a cash payment equal to $1,347,945, up to approximately $27,214 in healthcare continuation coverage reimbursements, and accelerated vesting of 56,014 outstanding Unvested Company RSUs granted before 2024 with an estimated aggregate value of $281,190 (using an assumed value of $5.02 per share of underlying Class A Common Stock, and based on the number of Unvested Company RSUs outstanding as of January 27, 2025).

Under Bruce Schuman’s Severance Agreement, if his employment with us is terminated by us without cause (as defined in the Severance Agreement) or he resigns for good reason (as defined in the Severance Agreement), he will be eligible to receive the following: (i) a lump sum payment equal to 12 months’ salary; (ii) reimbursement for the cost of up to 12 months of healthcare continuation coverage; and (iii) if the termination date occurs within the period beginning three months before and ending 12 months after a change in control of the Company (such period, the “Schuman CIC Period”) full vesting acceleration for all outstanding equity awards that vest solely based on continued service over time (including, for this purpose, the portion of any equity award with performance-based vesting conditions that vests solely based on continued service over time). Notwithstanding the foregoing, the terms of the Unvested Company RSUs granted to Mr. Schuman in 2024 provide that they will not be eligible for vesting acceleration in connection with the Closing. Assuming (i) the Closing were to occur on March 31, 2025 (during the Schuman CIC Period) and (ii) Mr. Schuman were to experience a qualifying termination of employment on such date, the estimated amount of the severance benefits payable to Mr. Schuman under his Severance Agreement would be as follows: a cash payment equal to $425,000, up to approximately $27,214 in healthcare continuation coverage reimbursements, and accelerated vesting of 20,360 outstanding Unvested Company RSUs granted before 2024 with an estimated aggregate value of $102,207 (using an assumed value of $5.02 per share of underlying Class A Common Stock, and based on the number of Unvested Company RSUs outstanding as of January 27, 2025).

The foregoing payments and benefits are subject to each executive officer’s execution and non-revocation of a general release of claims in favor of the Company and its affiliates.

As of the date of this proxy statement, none of our executive officers has had any discussions or negotiations, or entered into any agreement, with Parent or any of its affiliates regarding the potential terms of their individual employment arrangements or the right to purchase or participate in the equity of Parent or one or more of its affiliates following the consummation of the Mergers. Prior to or following the Closing, however, certain executive officers may have discussions, or may enter into agreements with, Parent or its affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates.

As described elsewhere in this proxy statement, concurrently with the execution and delivery of the Merger Agreement, and as a condition and inducement to Vacasa’s and Parent’s willingness to enter into the Merger Agreement, the (i) Silver Lake Rollover Stockholders, (ii) the Riverwood Rollover Stockholders and (iii) the Level Equity Rollover Stockholders have entered into the Support Agreements with Vacasa and Parent, with respect to certain obligations of such stockholders relating to the Merger Agreement, including, an agreement to contribute, directly or indirectly, the Rollover Shares and Rollover Units, as applicable, held by them to Parent as specified in the applicable Support Agreement. On account of the transactions contemplated in the Support Agreements, the Rollover Stockholders will, in lieu of receiving the same cash Merger Consideration as the other holders of Class A Common Stock, receive equity in Parent following the Mergers as set forth below. Substantially concurrently with the closing of the Mergers, the parties to the Support Agreements have covenanted to negotiate in good faith a post-transaction Limited Liability Company Agreement governing the post-closing equity interests of Parent that contains customary rights and obligations for a transaction of this type, including those rights as set forth in a term sheet attached to such Support Agreements.

Certain of our directors are affiliated with the Rollover Stockholders. Each of Joerg Adams and Ryan Bone is affiliated with the Silver Lake Rollover Stockholders; Jeffrey Parks is affiliated with Riverwood and Benjamin Levin is affiliated with Level Equity. For a discussion of the Support Agreements, please see “Support Agreements” on page 118, Annex C, Annex D, and Annex E.

In connection with the de-SPAC Transaction, Vacasa entered into the Tax Receivable Agreement with the TRA Parties (as defined in the Tax Receivable Agreement). The Tax Receivable Agreement generally provides for the payment by Vacasa to the TRA Parties of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that Vacasa actually realizes (or is deemed to realize in certain circumstances) in periods after the de-SPAC Transaction as a result of (i) certain increases in tax basis occurring as a result of acquisitions of Vacasa LLC Units in connection with the de-SPAC Transaction and pursuant to exercises of the redemption right under the Vacasa LLC Agreement; (ii) net operating losses and certain other tax attributes that became available to Vacasa as a result of its acquisition of certain tax corporations in connection with the de-SPAC Transaction; (iii) tax basis associated with the assets of Vacasa LLC or its subsidiaries; and (iv) tax benefits related to imputed interest. Under the terms of the Tax Receivable Agreement, a Change of Control (as defined in the Tax Receivable Agreement, which includes certain mergers and business combinations, including the Mergers) would result in an immediate lump-sum payment equal to the present value of hypothetical future payments that could be required to be paid under the Tax Receivable Agreement (determined by applying a previously agreed to discount rate and based on certain assumptions, including those relating to Vacasa’s future taxable income).

Certain of our directors and executive officers, including Robert Greyber, Karl Peterson, Chad Cohen, Chris Terrill, as well as entities affiliated with Silver Lake Group, L.L.C., Riverwood and Level Equity (which entities have appointed Joerg Adams and Ryan Bone, Jeffrey Parks and Benjamin Levin to the Board, respectively), are TRA Parties and therefore may have been entitled to future payments under the Tax Receivable Agreement and a portion of the Early Termination Payment upon a Change of Control (as defined in the Tax Receivable Agreement). However, as discussed in the section of this proxy statement captioned “Tax Receivable Agreement Amendment”, concurrently with the execution of the Merger Agreement, Vacasa, Vacasa LLC, SLP Venice and the Requisite TRA Parties entered into the TRA Amendment, pursuant to which the parties agreed, among other things, to (i) amend the existing Tax Receivable Agreement such that the Tax Receivable Agreement will automatically terminate effective as of and conditioned upon the Closing and (ii) waive any Early Termination Payment (as defined in the Tax Receivable Agreement) or other amount otherwise payable under the Tax Receivable Agreement (including any amount that would otherwise be payable in connection with the consummation of the Company Merger). From and after the Company Merger Effective Time, no further payments will be made to the TRA Parties pursuant to the Tax Receivable Agreement. For a discussion of the TRA Amendment, please see “Tax Receivable Agreement Amendment” on page 120 and Annex F.

The holders of the DK Convertible Notes currently have the right to designate two members to the Board. On August 7, 2024, Alan Liu and Luis Sosa were appointed to the Board as designees of the holders of the DK Convertible Notes. Messrs. Liu and Sosa were members of the Board at the time the adoption of the Merger Agreement was approved by a majority of the Board (with Messrs. Liu and Sosa voting against the adoption of the Merger Agreement). However, Messrs. Liu and Sosa resigned as members of the Board on January 10, 2025. At the Company Merger Effective Time, in connection with the Company Merger, Parent, or the Merger Subs will pay, or cause to be paid $38,250,000, to the holders of the DK Convertible Notes, which will result in the DK Convertible Notes being discharged in full and terminated in accordance with the terms thereof.

Pursuant to the terms of the Merger Agreement, directors and officers of Vacasa will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement entitled “The Merger Agreement — Indemnification; Directors’ and Officers’ Insurance.”

In consideration of the expected time and effort that would be required of the members of the Special Committee in evaluating the Mergers, including negotiating the terms and conditions of the Merger Agreement, the Board determined that each member of the Special Committee would receive an aggregate one-time payment of $50,000 for service on the Special Committee. The compensation was approved by the Board and was not, and is not, contingent upon the completion of the Mergers or any other transaction. No other meeting fees or other compensation (other than reimbursement for reasonable and documented out-of-pocket expenses incurred in connection with their service on the Special Committee) will be paid to the members of the Special Committee in connection with their service on the Special Committee.

Vacasa’s directors and executive officers have informed Vacasa that, as of the date of this proxy statement, they intend to vote all shares of Class A Common Stock and Class B Common Stock owned directly by them in favor of the Merger Proposal and the Adjournment Proposal. As of December 31, 2024, Vacasa’s directors and executive officers beneficially owned, in the aggregate, 582,913 shares of Class A Common Stock and 1,711,569 shares of Class B Common Stock, collectively representing (i) 10.2% of the combined voting power of Class A Common Stock and Class B Common Stock, (ii) 3.7% of the outstanding voting power of the Class A Common Stock and (iii) 25.4% of the outstanding voting power of the Class B Common Stock.

The estimated fees and expenses incurred or expected to be incurred by Vacasa in connection with the Mergers are as follows:

Except as expressly set forth in the Merger Agreement, all fees and expenses incurred in connection with the Merger Agreement and the Mergers will be paid by the party incurring such fees or expenses, whether or not the Mergers are consummated.

If the Mergers are completed, the Class A Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of the Class A Common Stock.

Lawsuits arising out of the Mergers may be filed in the future. No assurances can be made as to the outcome of such lawsuits, demands or other actions.

The following is a general discussion of the material U.S. federal income tax consequences of (i) the Vacasa LLC Units Redemption to U.S. holders (as defined below) of Common Units (and corresponding shares of Class B Common Stock) whose Common Units are exchanged for shares of Class A Common Stock in the Vacasa LLC Units

Redemption and, in connection therewith, whose shares of Class B Common Stock are cancelled for no consideration and (ii) the Company Merger to U.S. holders of Class A Common Stock (including Class A Common Stock received in the Vacasa LLC Units Redemption) whose shares of Class A Common Stock are exchanged for cash in the Company Merger.

The following discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder, judicial interpretations thereof and published rulings and other positions of the Internal Revenue Service (“IRS”), each as in effect as of the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth herein. The U.S. federal income tax laws are complex and subject to varying interpretation. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the positions or conclusions described in the following summary, and there can be no assurance that the IRS will not take, or that a court will not sustain a contrary position.

This discussion applies only to U.S. holders that hold their Common Units or shares of Class A Common Stock, as applicable, as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address any tax consequences of the TRA Amendment to the TRA Parties (as defined in the Tax Receivable Agreement). This discussion is not a complete description of all of the U.S. federal income tax consequences of the Vacasa LLC Units Redemption, the Company Merger and any related transactions, nor does it describe any tax consequences of the Vacasa LLC Units Redemption, the Company Merger or any related transactions arising under any U.S. state or local or non-U.S. tax laws or under any U.S. federal tax laws other than U.S. federal income tax law. Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular U.S. holder of Common Units (and corresponding shares of Class B Common Stock) or Class A Common Stock, as applicable, in light of its particular circumstances (including the impact of the Medicare surtax on certain net investment income and Section 1061 of the Code) or that may be relevant to certain categories of U.S. holders that may be subject to special rules, such as:

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Common Units (and corresponding shares of Class B Common Stock) or Class A Common Stock, as applicable, the tax treatment of a partner in such partnership generally will depend upon the status of the partner or the partnership, upon the activities of the partnership and upon certain determinations made at the partnership or partner level. Accordingly, partners in partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) holding Common Units (and corresponding shares of Class B Common Stock) or Class A Common Stock, as applicable, should consult with their own tax advisors regarding the U.S. federal income and other tax consequences to them of the Vacasa LLC Units Redemption or the Company Merger, as applicable.

THE TAX CONSEQUENCES OF THE VACASA LLC UNITS REDEMPTION, THE COMPANY MERGER AND ANY RELATED TRANSACTIONS TO A HOLDER OF COMMON UNITS (AND CORRESPONDING SHARES OF CLASS B COMMON STOCK) OR CLASS A COMMON STOCK MAY BE COMPLEX AND WILL DEPEND ON SUCH HOLDER’S SPECIFIC SITUATION AND FACTORS NOT WITHIN PARENT’S OR VACASA’S CONTROL. ALL HOLDERS OF COMMON UNITS (AND CORRESPONDING SHARES OF CLASS B COMMON STOCK) OR CLASS A COMMON STOCK ARE STRONGLY ENCOURAGED TO CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE VACASA LLC UNITS REDEMPTION, THE COMPANY MERGER AND ANY RELATED TRANSACTIONS TO THEM IN THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND ANY U.S. FEDERAL, STATE OR LOCAL OR NON-U.S. TAX LAWS AND OF POTENTIAL CHANGES IN SUCH LAWS.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of (i) Common Units (and corresponding shares of Class B Common Stock), or (ii) Class A Common Stock, as applicable, that, for U.S. federal income tax purposes, is:

The exchange of Common Units for shares of Class A Common Stock in the Vacasa LLC Units Redemption is intended to be a taxable event for U.S. holders of Common Units for U.S. federal income tax purposes. In general, the Vacasa LLC Units Redemption is expected to be treated as a taxable sale of such U.S. holder’s Common Units in exchange for shares of Class A Common Stock. Provided that the Vacasa LLC Units Redemption is treated as described above, a U.S. holder of Common Units who receives Class A Common Stock in exchange for Common Units in the Vacasa LLC Units Redemption will recognize gain or loss in an amount equal to the difference between:

Such gain or loss will generally be capital gain or loss. However, a portion of such gain or loss, which portion could be substantial, will be separately computed and taxed as ordinary income or loss under Section 751 of the Code to the extent attributable to assets giving rise to depreciation or amortization recapture, other “unrealized receivables” or “inventory items” owned by Vacasa LLC and its non-corporate subsidiaries. Ordinary income attributable to such amounts under Section 751 of the Code may exceed any net taxable gain realized by a U.S. holder of Common Units in connection with the Vacasa LLC Units Redemption and may be recognized even if there is a net taxable loss realized by such U.S. holder in connection with the Vacasa LLC Units Redemption. Consequently, a U.S. holder may recognize both ordinary income and capital loss upon the exchange of Common Units in connection with the Vacasa LLC Units Redemption. Capital gain or loss recognized by a U.S. holder of Common Units will generally be long-term capital gain or loss if the U.S. holder’s holding period for its Common Units is more than one year as of the effective time of the Vacasa LLC Units Redemption. Long-term capital gains of certain non-corporate U.S. holders, including individuals, are generally subject to U.S. federal income tax at reduced rates. The deductibility of capital losses is subject to limitation.

U.S. holders of Common Units will be allocated their share of Vacasa LLC’s items of income, gain, loss, and deduction for the portion of the taxable year of Vacasa LLC ending on the date of the Vacasa LLC Units Redemption. These allocations will be made in accordance with the terms of the Vacasa LLC Agreement and Merger Agreement. A U.S. holder will be subject to U.S. federal income tax on any such allocated income and gain even if such U.S. holder does not receive a cash distribution from Vacasa LLC related to such allocated income and gain. Any such income and gain allocated to a U.S. holder will increase the U.S. holder’s tax basis in its Common Units and, therefore, will reduce any gain, or increase any loss, recognized by such U.S. holder in connection with the Vacasa LLC Units Redemption. Any losses or deductions allocated to a U.S. holder will decrease the U.S. holder’s tax basis in its Common Units and, therefore, will increase any gain, or reduce any loss recognized by such U.S. holder in connection with the Vacasa LLC Units Redemption.

A U.S. holder’s tax basis in the Class A Common Stock received in the Vacasa LLC Units Redemption will equal the fair market value of such Class A Common Stock on the date of the Vacasa LLC Units Redemption. Under general principles of U.S. federal income tax law, a U.S. holder’s holding period in the Class A Common Stock received in the Vacasa LLC Units Redemption would begin on the day after the date of the Vacasa LLC Units Redemption. However, the Class A Common Stock received in the Vacasa LLC Units Redemption is expected to be exchanged for cash in the Company Merger on the same day as the Vacasa LLC Units Redemption.

The exchange by a U.S. holder of shares of Class A Common Stock (including shares of Class A Common Stock received in the Vacasa LLC Units Redemption) for cash in the Company Merger is expected to be treated as a taxable transaction for U.S. federal income tax purposes. A U.S. holder who receives cash in exchange for shares of Class A Common Stock in the Company Merger generally will recognize capital gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received by such U.S. holder and (ii) such U.S. holder’s adjusted tax basis in the shares of Class A Common Stock exchanged therefor. The adjusted tax basis of each share of Class A Common Stock received in the Vacasa LLC Units Redemption will equal the fair market value of such share on the date of the Vacasa LLC Units Redemption, which is generally expected to equal the amount of cash received by the U.S. holder in respect of such share in the Company Merger. Gain or loss must be calculated separately for each block of Class A Common Stock exchanged by such U.S. holder if such blocks were acquired at different times or for different prices. Any gain or loss so recognized generally will be long-term capital gain or loss if the U.S. holder’s holding period in a particular block of Class A Common Stock is more than one year as of the Company Merger Effective Time. Long-term capital gains of certain non-corporate U.S. holders, including individuals, are generally subject to U.S. federal income tax at reduced rates. The deductibility of capital losses is subject to limitation. U.S. holders who acquired different blocks of Class A Common Stock at different times or for different prices should consult with their own tax advisors to determine how the above rules apply to them.

Generally, information reporting requirements may apply in connection with payments made to U.S. holders in connection with the Vacasa LLC Units Redemption or the Company Merger. Further, the consideration payable to U.S. holders in connection with the Vacasa LLC Units Redemption or the Company Merger may be subject to deduction or withholding as required under applicable law. A U.S. holder generally will be subject to U.S. backup withholding on the consideration it receives in the Vacasa LLC Units Redemption or the Company Merger, as applicable, unless such U.S. holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 (or appropriate substitute or successor form) providing such U.S. holder’s correct taxpayer identification number and certifying that such U.S. holder is not subject to backup withholding, or otherwise establishes an exemption, and otherwise complies with the backup withholding rules. Moreover, the transferee of an interest in a partnership that is engaged in a U.S. trade or business (such as Vacasa LLC) is generally required to withhold 10% of the amount realized by the transferor (in this case, a holder of Common Units who receives Class A Common Stock in exchange for Common Units in the Vacasa LLC Units Redemption) unless the transferor certifies that it is not a foreign person. Any amounts withheld under the U.S. backup withholding rules or otherwise is not an additional tax and will generally be allowed as a credit against a U.S. holder’s U.S. federal income tax liability, if any, and may entitle such U.S. holder to a refund, provided that the U.S. holder timely furnishes the required information to the IRS.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE VACASA LLC UNITS REDEMPTION AND THE COMPANY MERGER TO U.S. HOLDERS OF COMMON UNITS (AND CORRESPONDING SHARES OF CLASS B COMMON STOCK) OR SHARES OF CLASS A COMMON STOCK. IT IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX CONSEQUENCES OF THE VACASA LLC UNITS REDEMPTION, THE COMPANY MERGER OR ANY RELATED TRANSACTIONS THAT MAY BE IMPORTANT TO A PARTICULAR HOLDER OF COMMON UNITS (AND CORRESPONDING SHARES OF CLASS B COMMON STOCK) OR SHARES OF CLASS A COMMON STOCK. ALL HOLDERS OF COMMON UNITS (AND CORRESPONDING SHARES OF CLASS B COMMON STOCK) AND HOLDERS OF SHARES OF CLASS A COMMON STOCK ARE STRONGLY ENCOURAGED TO CONSULT WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE VACASA LLC UNITS REDEMPTION, THE COMPANY MERGER AND ANY RELATED TRANSACTIONS TO THEM IN THEIR PARTICULAR CIRCUMSTANCES, INCLUDING TAX REPORTING REQUIREMENTS AND THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE OR LOCAL OR NON-U.S. TAX LAWS AND OF POTENTIAL CHANGES IN SUCH LAWS.

No material federal or state regulatory approvals, filings or notices are required under the Merger Agreement in connection with the Mergers other than the filing of certificates of merger with the Secretary of State of the State of Delaware at the LLC Merger Effective Time and the Company Merger Effective Time.

This proxy statement, and the documents to which Vacasa refers you in this proxy statement, contain forward-looking statements. All statements other than statements of historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause Vacasa's actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements and speak only as of the date they are made. Words such as “aim,” “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” “target, ” “forecast,” “outlook,” or the negative of these terms or other similar expressions are intended to identify such forward-looking statements. Specific forward-looking statements include, among others, statements regarding forecasts and projections as described in “Special Factors — Certain Company Financial Forecasts” beginning on page 69; all statements Vacasa makes relating to its estimated costs, expenditures, cash flows, growth rates and financial results; its plans and objectives for future operations, growth or initiatives; strategies or the expected outcome or impact of pending or threatened litigation; and expected timetable for completing the Mergers. Forward-looking statements are based on Vacasa’s management’s beliefs and assumptions and on information currently available to the Company. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict and many of which are beyond the Company’s control, which could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to