UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 28, 2025


Vacasa, Inc.
(Exact name of registrant as specified in its charter)


Delaware
  001-41130
  87-1995316
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

850 NW 13th Avenue
Portland, OR 97209
(Address of Principal Executive Offices) (Zip Code)

(503) 946-3650
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share
VCSA
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
 
Item 1.01
Entry into a Material Definitive Agreement.
 
Amendment No. 2 to the Merger Agreement
 
On March 28, 2025, Vacasa, Inc. (the “Company”), entered into Amendment No. 2 to the Agreement and Plan of Merger (“Amendment No. 2 to the Merger Agreement”) with Casago Holdings, LLC, a Delaware limited liability company (“Parent”), Vista Merger Sub II Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Company Merger Sub”), and Vista Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC Merger Sub” and collectively with Company Merger Sub, “Merger Subs”) to that certain Agreement and Plan of Merger, dated as of December 30, 2024, by and among the Company, Vacasa Holdings LLC, Parent and Merger Subs, as amended by Amendment No. 1, dated as of March 17, 2025 (as amended, the “Merger Agreement”). Capitalized terms used and not otherwise defined herein have the meaning set forth in the Amendment No. 2 to the Merger Agreement, which is attached hereto as Exhibit 2.1.
 
 Amendment No. 2 to the Merger Agreement removed, as a condition to closing the Mergers, the expiration or termination of any applicable waiting period under the HSR Act and made additional ministerial changes related thereto.
 
All other material terms of the Merger Agreement, as amended by Amendment No. 1 thereto, which were previously filed by the Company as Exhibit 2.1 to the Current Reports on Form 8-K filed with the SEC on December 31, 2024, and March 17, 2025, respectively, remain substantially the same and in full force and effect as originally executed.
 
The foregoing description of Amendment No. 2 to the Merger Agreement is only a summary, does not purport to be complete and is qualified in entirety by reference to the full text thereof, which is attached as Exhibit 2.1 to this report and incorporated herein by reference.
 
Additional Information and Where to Find It
 
The proposed transaction is expected to be submitted to the stockholders of the Company for their consideration. In connection with the proposed transaction, the Company filed an amended preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”) on March 21, 2025 (the “Preliminary Proxy Statement”), and plans to file a definitive proxy statement on Schedule 14A and other relevant materials with the SEC. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement to the stockholders of the Company.

INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
 
Investors and stockholders may obtain a free copy of the Preliminary Proxy Statement and other documents filed with the SEC by the Company, at the Company’s website, investors.vacasa.com, or at the SEC’s website, www.sec.gov. The Preliminary Proxy Statement and other relevant documents may also be obtained for free from the Company by writing to Vacasa, Inc., 850 NW 13th Avenue, Portland, Oregon 97209, Attention: Investor Relations.
 
Participants in the Solicitation
 
The Company and its directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information about the compensation of the directors and named executive officers of the Company is set forth in the “Director Compensation” and “Executive Compensation Matters” sections of the definitive proxy statement for the 2024 annual meeting of stockholders of the Company, which was filed with the SEC on April 8, 2024, commencing on pages 16 and 30, respectively, and information regarding the participants’ holdings of the Company’s securities is set forth in the “Security Ownership of Certain Beneficial Owners and Management” section of the Preliminary Proxy Statement, commencing on page 124. The Preliminary Proxy Statement can be obtained free of charge from the sources indicated above. To the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in the Preliminary Proxy Statement, such changes will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Preliminary Proxy Statement and other relevant materials filed with the SEC.

2
Cautionary Note Regarding Forward-Looking Statements
 
This Current Report on Form 8-K contains 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 our 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; estimated costs, expenditures, cash flows, growth rates and financial results; 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 proposed transaction. Forward-looking statements are based on our 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: (i) the failure to obtain the required votes of the Company’s stockholders; (ii) the timing to consummate the proposed transaction; (iii) the satisfaction of the conditions to closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction otherwise does not occur; (iv) risks related to the ability of the Company to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; (v) the diversion of management time on transaction-related issues; (vi) results of litigation, settlements and investigations in connection with the proposed transaction; (vii) actions by third parties, including governmental agencies; (viii) global economic conditions; (ix) potential business uncertainty, including changes to existing business and customer relationships during the pendency of the proposed transaction that could affect financial performance; (x) adverse industry conditions; (xi) adverse credit and equity market conditions; (xii) the loss of, or reduction in business with, key customers; legal proceedings; (xiii) the ability to effectively identify and enter new markets; (xiv) governmental regulation; (xv) the ability to retain management and other personnel; and (xvi) other economic, business, or competitive factors.

Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s filings with the SEC. The Company’s SEC filings may be obtained by contacting the Company, through the Company’s website at investors.vacasa.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval System at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statement.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)    Exhibits.
 
Exhibit No.
  
Description
 
Amendment No. 2 to Agreement and Plan of Merger, dated as of March 28, 2025, by and among Vacasa, Inc., Casago Holdings, LLC, Vista Merger Sub II Inc. and Vista Merger Sub LLC.
104
  
Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the inline XBRL document.

3
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 VACASA, INC. 




By:
/s/ Robert Greyber

Name:
Robert Greyber

Title:
Chief Executive Officer
     
Dated: March 28, 2025
    
 

4
Exhibit 2.1

AMENDMENT NO. 2 TO THE
AGREEMENT AND PLAN OF MERGER
 
THIS AMENDMENT NO. 2 (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 30, 2024, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 17, 2025 (as amended, the “Merger Agreement”), by and among Casago Holdings, LLC, a Delaware limited liability company (“Parent”), Vista Merger Sub II Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Company Merger Sub”), Vista Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“LLC Merger Sub” and, collectively with Company Merger Sub, “Merger Subs”), Vacasa, Inc., a Delaware corporation (the “Company”), and Vacasa Holdings LLC, a Delaware limited liability company (“Company LLC”), is entered into by and among Parent, Merger Subs and the Company (collectively, the “Parties” and each, a “Party”) as of March 28, 2025. Capitalized terms used but not defined elsewhere in this Amendment shall have the meanings ascribed to them in the Merger Agreement.

RECITALS

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein;
 
WHEREAS, the Company Board (acting on the recommendation of the Special Committee) has approved and declared advisable the execution, delivery and performance of this Amendment and the consummation of the transactions contemplated by the Merger Agreement as amended by this Amendment, including the Mergers, in each case on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the DGCL; and
 
WHEREAS, pursuant to Section 9.2 of the Merger Agreement, the Merger Agreement may be amended, modified or waived only if such amendment, modification or waiver is in writing and signed by Parent, Merger Subs and the Company, each of which has duly executed this Amendment.
 
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth herein, the Parties, intending to be legally bound, agree as follows:
 
1.          Amendment to Section 5.2(n). Section 5.2(n) of the Merger Agreement is hereby amended by renumbering such section to Section 5.2(o) and a new Section 5.2(n) is inserted as follows:
 
“(n)     No filing or notification under the HSR Act is, or will be, required in connection with the Mergers, and no waiting period under the HSR Act is, or will be, applicable to or required to be expired or terminated prior to the consummation of the Mergers.”
 
2.          Amendment to Section 6.5(a).  Section 6.5(a) of the Merger Agreement is hereby amended by deleting the following language in Section 6.5(a).

“Subject to the terms of this Agreement, each of the Company, Parent and Merger Subs shall use reasonable best efforts to, as promptly as reasonably practicable, and in any event within fifteen Business Days after the date of Amendment No. 1 to this Agreement, dated as of March 17, 2025, by and among the Parent, Merger Subs and the Company, make or cause to be made all necessary filings under the HSR Act, and thereafter promptly make an appropriate response to any requests for additional information and documentary material that may be requested pursuant to any Antitrust Law.”
 
3.          Amendment to Section 6.10. Section 6.10 of the Merger Agreement is hereby amended by deleting the following language in Section 6.10:

“(c) the filing fee for filings under the HSR Act and up to $200,000 of additional costs, fees and expenses incurred by Parent in connection with preparing such filings shall be borne by the Company”
 
4.            Amendment to 7.1. Section 7.1(c) of the Merger Agreement is hereby amended by deleting the following language in Section 7.1(c):
 
“(c)     HSR Act. Any applicable waiting period under the HSR Act relating to the consummation of the Mergers shall have expired or been terminated and there shall not be in effect any agreement with either the Federal Trade Commission or Antitrust Division of the Department of Justice not to consummate the Mergers.”
 
5.         Effectiveness. All of the provisions of this Amendment shall be effective as of the date of this Amendment. Except to the extent specifically amended hereby, all of the terms of the Merger Agreement and the Company Disclosure Schedule shall remain unchanged and in full force and effect, and, to the extent applicable, such terms shall apply to this Amendment as if it formed a part of the Merger Agreement and the Company Disclosure Schedule.
 
6.          References to the Merger Agreement. Upon the effectiveness of this Amendment, each reference in the Merger Agreement to “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement” or words of like import, and each reference to the Merger Agreement in any other agreements, documents or instruments executed and delivered pursuant to the Merger Agreement, shall mean and be deemed a reference to the Merger Agreement, as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Merger Agreement, as amended hereby, shall in all instances continue to refer to December 30, 2024 and references to “the date hereof” and “the date of this Agreement” shall continue to refer to December 30, 2024.
 
7.           Other Miscellaneous Terms. The provisions of Article IX (Miscellaneous and General) of the Merger Agreement shall, to the extent not already set forth in this Amendment, apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

[Signature page follows.]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the Parties as of the date first written above.

 
CASAGO HOLDINGS, LLC
   
 
By:
/s/ Steve Schwab
   
Name:
Steve Schwab
   
Title:
Chief Executive Officer
       
 
VISTA MERGER SUB II INC.
   
 
By:
/s/ Steve Schwab
   
Name:
Steve Schwab
   
Title:
Chief Executive Officer
       
 
VISTA MERGER SUB LLC
   
 
By:
/s/ Steve Schwab
   
Name:
Steve Schwab
   
Title:
Chief Executive Officer
       
 
VACASA, INC.
   
 
By:
/s/ Robert Greyber
   
Name:
Robert Greyber
   
Title:
Chief Executive Officer
 
[Signature Page to Amendment No. 2 to the Merger Agreement]