Transaction Details

Footnotes

On April 30, 2025, Vacasa, Inc. (the "Issuer") completed the previously announced transaction with Casago Holdings, LLC ("Parent"), pursuant to the Agreement and Plan of Merger dated as of December 30, 2024 (the "Merger Agreement"), whereby Parent indirectly acquired the Issuer (the "Merger"). Pursuant to the terms of the Merger Agreement, 3,101,156 shares of Class A common stock, par value $0.00001 per share (the "Common Stock") held by SLP V Venice Feeder III, L.P. were contributed to Parent in exchange for equity interests in Parent at a price equal to $5.30 per share and (b) 1,959,525 shares of Common Stock and 484,250 Common Units (and corresponding shares of Class B Common Stock) held by SLP Venice Holdings, L.P. were contributed to Parent in exchange for equity interests in Parent at a price equal to $5.30 per share. | Represents securities held by SLP Venice Holdings, L.P. | Represents securities held by SLP V Venice Feeder III, L.P. Immediately prior to the effective time of the Merger, SLP V Venice Feeder I LP contributed all of its Common Stock to SLP V Venice Blocker II, L.L.C which then contributed all of such Common Stock to SLP V Venice Feeder III, L.P. | SLP V Aggregator GP, L.L.C. ("SLP V GP") is the general partner of SLP Venice Holdings, L.P. Silver Lake Technology Associates V, L.P. ("SLTA V") is the managing member of SLP V Venice Feeder III, L.P. and SLP V GP and the general partner of SLP V Venice Feeder I, L.P. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP. Messrs. Joerg Adams and Ryan Bone served as members of the board of directors of the Issuer and are employees of an affiliate of SLG. Each of SLP V Venice Feeder I, L.P., SLP Venice Holdings, L.P., SLP V GP, SLTA V, SLTA V GP, and SLG may have been deemed to be a director by deputization of the Issuer. | Pursuant to the terms of the limited liability company agreement of Vacasa Holdings, LLC, limited liability company units of Vacasa Holdings, LLC and an equal number of paired shares of Class B Common Stock were together redeemable by the holder on a one-for-one basis for, at the option of the Issuer into (i) one share of Common Stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) an equivalent amount of cash. Upon redemption, Vacasa Holdings, LLC will cancel and retire for no consideration the redeemed shares of Class B Common Stock. Shares of Class B Common Stock of the Issuer have no economic rights and each share of Class B Common Stock entitles its holder to 1 vote per share.