UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________to ________

Commission File Number: 001-41130

Vacasa, Inc.

(Exact name of registrant as specified in its charter)

_________________________

Delaware (State or other jurisdiction of incorporation or organization)						87-1995316 (I.R.S. 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)
N/A
(Former name, former address and former fiscal year, if changed since last report)

_________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			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 (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐			Accelerated filer ☒
Non-accelerated filer ☐			Smaller reporting company ☐
			Emerging growth company ☒

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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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 5, 2023, 238,744,044 shares of the registrant's Class A Common Stock were outstanding, 196,160,025 shares of the registrant's Class B Common Stock were outstanding, and 6,333,333 shares of the registrant's Class G Common Stock were outstanding.

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Table of Contents
			Page
Cautionary Note Regarding Forward-Looking Statements			4
PART I			6
Item 1 - Condensed Consolidated Financial Statements (unaudited)			6
Condensed Consolidated Balance Sheets			6
Condensed Consolidated Statements of Operations			7
Condensed Consolidated Statements of Comprehensive Loss			8
Condensed Consolidated Statements of Cash Flows			9
Condensed Consolidated Statements of Equity (Deficit)			11
Index to Notes to Condensed Consolidated Financial Statements			12
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations			27
Item 3 - Quantitative and Qualitative Disclosures About Market Risk			40
Item 4 - Controls and Procedures			40
PART II			42
Item 1. Legal Proceedings			42
Item 1A. Risk Factors			42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			42
Item 3. Defaults Upon Senior Securities			43
Item 4. Mine Safety Disclosures			43
Item 5. Other Information			43
Item 6. Exhibits			43
Signatures			46

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Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q ("Quarterly Report") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our results of operations, financial position, growth strategy, seasonality, business strategy, policies, and approach, 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. Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. No forward-looking statement is a guarantee of future results, performance, or achievements, and one should avoid placing undue reliance on such statements.

Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties, and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to:

•our ability to achieve profitability;

•our ability to manage and sustain our growth;

•our expectations regarding our financial performance, including our revenue, costs, and Adjusted EBITDA;

•our ability to attract and retain homeowners and guests;

•our ability to compete in our industry;

•our expectations regarding the resilience of our model, including in areas such as domestic travel, short-distance travel, and travel outside of top cities;

•the effects of seasonal and other trends on our results of operations;

•anticipated trends, developments, and challenges in our industry, business, and the highly competitive markets in which we operate, including changes in guest booking patterns and levels of supply of vacation rental homes;

•the sufficiency of our cash and cash equivalents to meet our liquidity needs;

•declines or disruptions to the travel and hospitality industries or general economic downturns;

•our ability to anticipate market needs or develop new or enhanced offerings and services to meet those needs;

•our ability to expand into new markets and businesses, expand our range of homeowner services, and pursue strategic acquisition and partnership opportunities;

•any future impairment of our long-lived assets or goodwill;

•our ability to manage expansion into international markets;

•our ability to stay in compliance with laws and regulations, including tax laws, that currently apply or may become applicable to our business both in the United States and internationally and our expectations regarding various laws and restrictions that relate to our business;

•our expectations regarding our tax liabilities and the adequacy of our reserves;

•our ability to effectively manage our growth, expand our infrastructure, and maintain our corporate culture;

•our ability to identify, recruit, and retain skilled personnel, including key members of senior management;

•the effects of labor shortages and increases in wage and labor costs in our industry;

•the safety, affordability, and convenience of our platform and our offerings;

•our ability to keep pace with technological and competitive developments;

•our ability to maintain and enhance brand awareness;

•our ability to successfully defend litigation brought against us and our ability to secure adequate insurance coverage to protect the business and our operations;

•our ability to make required payments under our credit agreement and to comply with the various requirements of our indebtedness;

•our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates;

•the anticipated increase in expenses associated with being a public company;

•our ability to remain in compliance with Nasdaq listing requirements;

•our ability to maintain, protect, and enhance our intellectual property; and

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•those risks, uncertainties, and assumptions identified in Part I, Item 1A. "Risk Factors" and Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "2022 Annual Report"), Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Part II, Item 1A. "Risk Factors" in this Quarterly Report, and in our subsequent filings with the Securities and Exchange Commission.

There may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks.

The forward-looking statements in this Quarterly Report are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements and our actual future results, levels of activity, performance, and achievements may be materially different from what we expect.

These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report, whether as a result of any new information, future events, or otherwise.

Basis of Presentation

Vacasa, Inc. was incorporated on July 1, 2021 under the laws of the state of Delaware as a wholly owned subsidiary of Vacasa Holdings LLC ("Vacasa Holdings") for the purpose of consummating the business combination described herein. In December 2021, Vacasa, Inc. merged with TPG Pace Solutions Corp., with Vacasa, Inc. continuing as the surviving entity, following which Vacasa, Inc. consummated a series of reorganization transactions through which Vacasa, Inc. became the sole manager and owner of approximately 50.3% of the outstanding equity interests in Vacasa Holdings, and Vacasa Holdings cancelled its ownership interest in Vacasa, Inc. The business combination was accounted for as a reverse recapitalization (the "Reverse Recapitalization") in accordance with accounting principles generally accepted in the United States of America ("GAAP"). For the period from inception to December 6, 2021, Vacasa, Inc. had no operations, assets or liabilities. Unless otherwise indicated, the financial information included herein is that of Vacasa Holdings, which, following the business combination, became the business of Vacasa, Inc. and its subsidiaries.

Additionally, unless the context otherwise requires, references herein to the “Company,” “we,” “us,” or “our” refer (a) after December 6, 2021, to Vacasa, Inc. and its consolidated subsidiaries and (b) prior to December 6, 2021, to Vacasa Holdings and its consolidated subsidiaries.

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PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (unaudited)

Vacasa, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(unaudited)

			As of March 31,						As of December 31,
			2023						2022
Assets
Current assets:
Cash and cash equivalents			$	218,052					$	157,810
Restricted cash			246,203						161,850
Accounts receivable, net			15,470						17,204
Prepaid expenses and other current assets			28,978						44,499
Total current assets			508,703						381,363
Property and equipment, net			64,241						65,543
Intangible assets, net			201,533						214,851
Goodwill			582,643						585,205
Other long-term assets			55,372						58,622
Total assets			$	1,412,492					$	1,305,584
Liabilities, Temporary Equity, and Equity
Current liabilities:
Accounts payable			$	40,899					$	35,383
Funds payable to owners			305,567						228,758
Hospitality and sales taxes payable			72,517						52,217
Deferred revenue			181,115						124,969
Future stay credits			2,026						3,369
Accrued expenses and other current liabilities			82,429						85,833
Total current liabilities			684,553						530,529
Long-term debt, net of current portion			—						125
Other long-term liabilities			48,371						54,987
Total liabilities			$	732,924					$	585,641
Commitments and contingencies (Note 14)
Redeemable noncontrolling interests			285,393						306,943
Equity:
Class A Common Stock, par value $0.00001, 1,000,000,000 shares authorized; 238,444,502 and 236,390,230 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively.			24						24
Class B Common Stock, par value $0.00001, 480,743,729 shares authorized; 196,444,995 and 197,445,231 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively.			20						20
Additional paid-in capital			1,360,637						1,355,139
Accumulated deficit			(965,977)						(942,185)
Accumulated other comprehensive income (loss)			(529)						2
Total equity			394,175						413,000
Total liabilities, temporary equity, and equity			$	1,412,492					$	1,305,584

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Vacasa, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share data)

(unaudited)

			Three Months Ended March 31,
			2023						2022
Revenue			$	256,854					$	247,260
Operating costs and expenses:
Cost of revenue, exclusive of depreciation and amortization shown separately below			124,131						121,759
Operations and support			60,813						59,301
Technology and development			14,273						17,565
Sales and marketing			57,504						59,657
General and administrative			25,707						23,201
Depreciation			4,997						4,919
Amortization of intangible assets			15,690						16,263
Total operating costs and expenses			303,115						302,665
Loss from operations			(46,261)						(55,405)
Interest income			1,578						38
Interest expense			(723)						(610)
Other income, net			2,157						842
Loss before income taxes			(43,249)						(55,135)
Income tax expense			(363)						(803)
Net loss			$	(43,612)					$	(55,938)
Less: Net loss attributable to redeemable noncontrolling interests			(19,820)						(27,856)
Net loss attributable to Class A Common Stockholders			$	(23,792)					$	(28,082)
Net loss per share of Class A Common Stock:
Basic and diluted			$	(0.10)					$	(0.13)
Weighted-average shares of Class A Common Stock used to compute net loss per share:
Basic and diluted			236,937						214,940

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Vacasa, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)

			Three Months Ended March 31,
			2023						2022
Net loss			$	(43,612)					$	(55,938)
Foreign currency translation adjustments			(970)						424
Total comprehensive loss			$	(44,582)					$	(55,514)
Less: Comprehensive loss attributable to redeemable noncontrolling interests			(20,259)						(27,645)
Total comprehensive loss attributable to Class A Common Stockholders			$	(24,323)					$	(27,869)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Vacasa, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

			Three Months Ended March 31,
			2023						2022
Cash from operating activities:
Net loss			$	(43,612)					$	(55,938)
Adjustments to reconcile net loss to net cash provided by operating activities:
Credit loss expense			1,245						859
Depreciation			4,997						4,919
Amortization of intangible assets			15,690						16,263
Impairment of right-of-use assets			4,240						—
Future stay credit breakage			(640)						(15,044)
Reduction in the carrying amount of right-of-use assets			2,592						3,064
Deferred income taxes			8						601
Other gains and losses			(214)						510
Fair value adjustment on derivative liabilities			(1,923)						(802)
Non-cash interest expense			53						54
Equity-based compensation expense			4,141						11,630
Change in operating assets and liabilities, net of assets acquired and liabilities assumed:
Accounts receivable			451						13,491
Prepaid expenses and other assets			12,792						(10,049)
Accounts payable			5,600						9,876
Funds payable to owners			76,533						103,325
Hospitality and sales taxes payable			20,236						20,841
Deferred revenue and future stay credits			55,530						36,939
Operating lease obligations			(2,614)						(1,393)
Accrued expenses and other liabilities			3,531						3,342
Net cash provided by operating activities			158,636						142,488
Cash from investing activities:
Purchases of property and equipment			(1,144)						(4,013)
Cash paid for internally developed software			(2,573)						(2,207)
Cash paid for business combinations, net of cash and restricted cash acquired			(587)						(13,314)
Net cash used in investing activities			(4,304)						(19,534)
Cash from financing activities:
Payments of Reverse Recapitalization costs			—						(459)
Cash paid for business combinations			(7,911)						(7,251)
Payments of long-term debt			(125)						(125)
Proceeds from exercise of stock options			66						4
Proceeds from Employee Stock Purchase Program			483						—
Proceeds from borrowings on revolving credit facility			1,000						—
Repayment of borrowings on revolving credit facility			(1,000)						—
Repayment of financed insurance premiums			(1,676)						—
Other financing activities			(40)						(162)
Net cash used in financing activities			(9,203)						(7,993)
Effect of exchange rate fluctuations on cash, cash equivalents, and restricted cash			(534)						148
Net increase in cash, cash equivalents and restricted cash			144,595						115,109
Cash, cash equivalents and restricted cash, beginning of period			319,660						519,136
Cash, cash equivalents and restricted cash, end of period			$	464,255					$	634,245

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Vacasa, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

			Three Months Ended March 31,
			2023						2022
Supplemental disclosures of cash flow information:
Cash paid for income taxes, net of refunds			$	2,700					$	19
Cash paid for interest			498						224
Cash paid for operating lease liabilities			3,057						3,505
Supplemental disclosures of non-cash activities:
Financed insurance premiums			186						—
Lease liabilities exchanged for right-of-use assets			814						883
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents			$	218,052					$	354,767
Restricted cash			246,203						279,478
Total cash, cash equivalents and restricted cash			$	464,255					$	634,245

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Vacasa, Inc.

Condensed Consolidated Statements of Equity (Deficit)

(in thousands, except share and unit data)

(unaudited)

			Redeemable Non-controlling Interests						Redeemable Convertible Preferred Units												Common Units									Class A Common Stock									Class B Common Stock									Additional Paid-In Capital						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total Equity (Deficit)
			Amount						Units			Amount									Units			Amount						Shares			Amount						Shares			Amount						Amount						Amount						Amount						Amount
Balance as of December 31, 2022			$	306,943					—			$	—								—			$	—					236,390,230			$	24					197,445,231			$	20					$	1,355,139					$	(942,185)					$	2					$	413,000
Vesting of employee equity units			197																																				231,875									(197)																		(197)
Vesting of restricted stock units			(484)																											685,908																		484																		484
Exercise of equity-based awards			(96)																											136,253																		162																		162
Redemption of OpCo units and retirement of Class B Common Stock			(1,915)																											1,232,111									(1,232,111)									1,915																		1,915
Equity-based compensation			1,007																																													3,134																		3,134
Foreign currency translation adjustments			(439)																																																									(531)						(531)
Net loss			(19,820)																																																			(23,792)												(23,792)
Balance as of March 31, 2023			$	285,393					—			$	—								—			$	—					238,444,502			$	24					196,444,995			$	20					$	1,360,637					$	(965,977)					$	(529)					$	394,175
Balance as of December 31, 2021			$	1,770,096					—			$	—								—			$	—					214,793,795			$	21					212,751,977			$	21					$	—					$	(751,929)					$	(59)					$	(751,946)
Vesting of employee equity units			992																																				846,589									(992)																		(992)
Exercise of equity-based awards			(12)																											10,085																		33																		33
Equity-based compensation			1,616																																													10,014																		10,014
Foreign currency translation adjustments			211																																																									213						213
Net loss			(27,856)																																																			(28,082)												(28,082)
Adjustment of redeemable noncontrolling interest to redemption amount			21,412																																													(9,055)						(12,357)												(21,412)
Balance as of March 31, 2022			$	1,766,459					—			$	—								—			$	—					214,803,880			$	21					213,598,566			$	21					$	—					$	(792,368)					$	154					$	(792,172)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Index to Notes to Condensed Consolidated Financial Statements
						Page
Note 1:			Description of Business			13
Note 2:			Significant Accounting Policies			13
Note 3:			Revenue			14
Note 4:			Acquisitions			15
Note 5:			Fair Value Measurements			16
Note 6:			Property and Equipment, Net			17
Note 7:			Intangible Assets, Net and Goodwill			18
Note 8:			Accrued Expenses and Other Current Liabilities			19
Note 9:			Debt			19
Note 10:			Other Long-Term Liabilities			21
Note 11:			Income Taxes			21
Note 12:			Equity and Equity-Based Compensation			21
Note 13:			Net Loss Per Share			23
Note 14:			Commitments and Contingencies			24
Note 15:			Workforce Reduction			26

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Index to Notes

Vacasa, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 1 - Description of Business

Vacasa, Inc. and its subsidiaries (the "Company") operate a vertically integrated vacation rental platform. Homeowners utilize the Company’s technology and services to realize income from their rental assets. Guests from around the world utilize the Company’s technology and services to search and book Vacasa-listed properties in the United States, Belize, Canada, Costa Rica, and Mexico. The Company collects nightly rent on behalf of homeowners and earns the majority of its revenue from commissions on rent and from additional reservation-related fees paid by guests when a vacation rental is booked directly through the Company’s website or app or through its distribution partners. The Company conducts its business through Vacasa Holdings LLC ("Vacasa Holdings" or "OpCo") and its subsidiaries. The Company is headquartered in Portland, Oregon.

Note 2 - Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with GAAP and the rules and regulations of the Securities and Exchange Commission ("SEC"). These condensed consolidated financial statements include the accounts of the Company, its wholly owned or majority-owned subsidiaries, and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany balances and transactions have been eliminated in consolidation. The financial information as of December 31, 2022 contained in this Quarterly Report is derived from the audited consolidated financial statements and notes included in the Company's 2022 Annual Report, which should be read in conjunction with these condensed consolidated financial statements. Certain information in footnote disclosures normally included in annual financial statements was condensed or omitted for the interim periods presented in accordance with GAAP. In the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The interim results of operations and cash flows are not necessarily indicative of those results and cash flows expected for the year.

As of March 31, 2023, the Company held 238,444,502 units of Vacasa Holdings ("OpCo Units"), which represented an ownership interest of approximately 55%. The portion of the consolidated subsidiaries not owned by the Company and any related activity is eliminated through redeemable noncontrolling interests in the condensed consolidated balance sheets and net loss attributable to redeemable noncontrolling interests in the condensed consolidated statements of operations.

The Company is an emerging growth company ("EGC"), as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), which permits the Company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As of January 1, 2022, the Company elected to irrevocably opt out of the extended transition period.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in the condensed consolidated financial statements include, but are not limited to, the useful lives of property and equipment and intangible assets, allowance for credit losses, valuation of assets acquired and liabilities assumed in business acquisitions and related contingent consideration, valuation of warrants, valuation of Class G Common Stock, valuation of redeemable convertible preferred units, valuation of equity-based compensation, valuation of goodwill, and evaluation of recoverability of long-lived assets. Actual results may differ materially from such estimates. Management believes that the estimates, and judgments upon which they rely, are reasonable based upon information available to them at the time that these estimates and judgments are made. To the extent that there are material differences between these estimates and actual results, the Company’s condensed consolidated financial statements will be affected.

Significant Accounting Policies

There were no changes to the accounting policies disclosed in Note 2, Significant Accounting Policies of the Company's 2022 Annual Report that had a material impact on the Company's condensed consolidated financial statements and related notes.

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Index to Notes

Vacasa, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Accounting Pronouncements Adopted in Fiscal 2023

In September 2022, the FASB issued Accounting Standards Update ("ASU") No. 2022-04, requiring enhanced disclosures related to supplier financing programs. The ASU requires disclosure of the key terms of the program and a rollforward of the related obligation during the annual period, including the amount of obligations confirmed and obligations subsequently paid. The new disclosure requirements became effective for the Company on January 1, 2023, except for the rollforward requirement, which will be effective for the Company beginning on January 1, 2024. The adoption did not have a material impact on the Company's financial statements and related disclosures.

Accounting Pronouncements Not Yet Adopted

The Company has not identified any recent accounting pronouncements that are expected to have a material impact on the Company's financial position, results of operations, or cash flows.

Note 3 - Revenue

Revenue Disaggregation

A disaggregation of the Company’s revenues by nature of the Company’s performance obligations are as follows (in thousands):

			Three Months Ended March 31,
			2023						2022
Vacation rental platform			$	248,228					$	236,383
Other services			8,626						10,877
Total			$	256,854					$	247,260

Contract Liability Balances

Contract liability balances on the Company’s condensed consolidated balance sheets consist of deferred revenue for amounts collected in advance of a guest stay, limited to the amount of the booking to which the Company expects to be entitled as revenue. The Company’s deferred revenue balances exclude funds payable to owners and hospitality and sales taxes payable, as those amounts will not result in revenue recognition. Deferred revenue is recognized into revenue over the period in which a guest completes a stay. Substantially all of the deferred revenue balances at the end of each period are expected to be recognized as revenue within the subsequent 12 months.

Future Stay Credits

In the event a booked reservation made through our website or app is cancelled, the Company may offer a refund or a future stay credit up to the value of the booked reservation. Future stay credits are recognized upon issuance as a liability on the Company's consolidated balance sheets. Revenue from future stay credits is recognized when redeemed by guests, net of the portion of the booking attributable to funds payable to owners and hospitality and sales taxes payable. The Company uses historical breakage rates to estimate the portion of future stay credits that will not be redeemed by guests and recognizes these amounts as breakage revenue in proportion to the expected pattern of redemption or upon expiration. Future stay credits typically expire fifteen months from the date of issue.

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Index to Notes

Vacasa, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The table below presents the activity of the Company's future stay credit liability balance (in thousands):

			Three Months Ended March 31,
			2023
Balance as of December 31, 2022			$	3,369
Issuances			773
Redemptions			(1,470)
Breakage recognized in revenue			(640)
Foreign currency fluctuations			(6)
Balance as of March 31, 2023			$	2,026

Costs to Obtain a Contract

The Company capitalizes certain costs it incurs to obtain new homeowner contracts when those costs are expected to be recovered through revenue generated from that contract. Capitalized amounts are amortized on a straight-line basis over the estimated life of the customer through sales and marketing expenses in the condensed consolidated statement of operations. Costs to obtain a contract capitalized as of March 31, 2023 and December 31, 2022 were $29.0 million and $26.4 million, respectively, and were recorded as a component of prepaid expenses and other current assets and other long-term assets in the condensed consolidated balance sheets. The amount of amortization recorded for the three months ended March 31, 2023 and 2022 was $1.8 million and $1.3 million, respectively.

Allowance for Credit Losses

As of March 31, 2023 and December 31, 2022, the Company’s allowance for credit losses related to accounts receivable was $11.8 million and $11.2 million, respectively. For the three months ended March 31, 2023 and 2022, the Company recognized credit loss expense of $1.2 million and $0.9 million, respectively, which were recorded as a component of general and administrative expense in the condensed consolidated statements of operations.

Note 4 – Acquisitions

The Company has expanded the number of vacation rental properties on its platform through individual additions, portfolio transactions, and strategic acquisitions. While the Company onboards individual vacation rental properties through its sales team, the Company has also engaged in portfolio transactions and strategic acquisitions to onboard multiple homes in a single transaction. Portfolio and strategic acquisitions are generally accounted for as business combinations. The goodwill resulting from portfolio transactions and strategic acquisitions arises largely from synergies expected from combining the operations of the businesses acquired with the Company's existing operations, and from benefits derived from gaining the related assembled workforce.

Three Months Ended March 31, 2023

During the three months ended March 31, 2023, the Company did not complete any portfolio transactions.

During the three months ended March 31, 2023, the Company recorded measurement period adjustments related to certain portfolio transactions that occurred in prior periods. For more information about these acquisitions, see the Company's 2022 Annual Report. The impact of the measurement period adjustments was a decrease in goodwill of $2.6 million and an increase in intangible assets of $2.4 million. The remaining changes in acquired assets and assumed liabilities were not material.

The purchase price allocations for the portfolio transactions completed from the second quarter of 2022 through the fourth quarter of 2022 are preliminary, and the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. The Company recorded the purchase price allocations based upon currently available information.

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Index to Notes

Vacasa, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 5 - Fair Value Measurements

The following tables set forth the Company's financial assets and liabilities that were measured at fair value on a recurring basis (in thousands):

			As of March 31, 2023
			Level 1						Level 2						Level 3						Total
Liabilities
Contingent consideration			$	—					$	—					$	15,389					$	15,389
Class G Common Stock(1)			—						—						3,154						3,154

			As of December 31, 2022
			Level 1						Level 2						Level 3						Total
Liabilities
Contingent consideration			$	—					$	—					$	22,317					$	22,317
Class G Common Stock(1)			—						—						5,077						5,077

(1) For more information, see Note 13, Equity of our 2022 Annual Report.

The carrying amounts of certain financial instruments, including cash equivalents, restricted cash, accounts receivable, and accounts payable, approximate fair value due to their short-term maturities and are excluded from the fair value tables above.

Level 3 instruments consist of contingent consideration obligations related to acquired businesses and the liabilities for contingent earnout share consideration represented by the Company's Class G Common Stock.

Contingent Consideration

The contingent consideration obligations are recorded in accrued expenses and other current liabilities and other long-term liabilities on the condensed consolidated balance sheets. The fair value of the contingent consideration is estimated utilizing an income approach and based on the Company's expectation of achieving the contractually defined homeowner contract conversion and retention targets at the acquisition date. The Company assesses the fair value of these obligations at each reporting date thereafter with any changes reflected as gains and losses in general and administrative expenses in the condensed consolidated statements of operations. The charges for changes in fair value of the contingent consideration were not material for the three months ended March 31, 2023 and 2022.

Class G Common Stock

The contingent earnout share consideration represented by the Company's Class G Common Stock is recorded in other long-term liabilities on the condensed consolidated balance sheets. The fair value of the Class G Common Stock is estimated on a recurring basis using the Monte Carlo simulation method. The fair value is based on the simulated stock price of the Company over the remaining term of the shares. Pursuant to the Amended and Restated Certificate of Incorporation, the Class G Common Stock is automatically converted to Class A shares at certain conversion ratios upon the occurrence of their respective triggering events. Inputs used to determine the estimated fair value of the Class G Common Stock include the remaining contractual term of the shares, the risk-free rate, the volatility of comparable companies over the remaining term, and the price of the Company's Class A Common Stock. The Company assesses the fair value of the Class G Common Stock at each reporting date with any changes reflected as other income (expense), net in the condensed consolidated statements of operations.

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Index to Notes

Vacasa, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table summarizes the changes in the Company's Class G Common Stock measured and recorded at fair value on a recurring basis using significant unobservable inputs (in thousands):

			Three Months Ended March 31,
			2023
Balance as of December 31, 2022			$	5,077
Change in fair value of Class G Common Stock included in earnings			(1,923)
Balance as of March 31, 2023			$	3,154

Impairment of Right-of-Use Assets

The Company tests long-lived assets for recoverability whenever events or changes in circumstances suggest that the carrying value of an asset or group of assets may not be recoverable. During the three months ended March 31, 2023, the Company took substantive action to negotiate certain sublease agreements for portions of the Company's leased corporate office space in Portland, Oregon and Boise, Idaho. Based on the sublease negotiations, the Company determined that the respective right-of-use assets had net carrying values that exceeded their estimated undiscounted future cash flows. The Company then estimated the fair value of the asset groups based on their discounted cash flows. The carrying values of the asset groups exceeded their fair values and, as a result, the Company recorded right-of-use asset impairments of $4.2 million for the three months ended March 31, 2023. These impairments are recorded within general and administrative expenses in the condensed consolidated statements of operations.

Note 6 - Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

			As of March 31,						As of December 31,
			2023						2022
Land			$	13,394					$	13,394
Buildings and building improvements			12,471						12,471
Leasehold improvements			6,534						6,528
Computer equipment			13,621						13,510
Furniture, fixtures, and other			23,129						22,096
Vehicles			8,011						7,975
Internal-use software			55,652						53,024
Total			132,812						128,998
Less: Accumulated depreciation			(68,571)						(63,455)
Property and equipment, net			$	64,241					$	65,543

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Index to Notes

Vacasa, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 7 - Intangible Assets, Net and Goodwill

Intangible assets, net consisted of the following (in thousands):

			Weighted Average Useful Life Remaining (in years)						As of March 31, 2023
									Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Homeowner contracts			4						$	314,033					$	(115,521)					$	198,512
Databases, photos, and property listings			1						27,262						(24,771)						2,491
Trade names			1						9,941						(9,479)						462
Other(1)			2						2,902						(2,834)						68
Total intangible assets									$	354,138					$	(152,605)					$	201,533

(1) Other intangible assets consist primarily of non-compete agreements, websites, and domain names.

			Weighted Average Useful Life Remaining (in years)						As of December 31, 2022
									Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Homeowner contracts			4						$	311,456					$	(101,142)					$	210,314
Databases, photos, and property listings			1						27,450						(23,661)						3,789
Trade names			1						9,942						(9,316)						626
Other(1)			2						2,903						(2,781)						122
Total intangible assets									$	351,751					$	(136,900)					$	214,851

(1) Other intangible assets consist primarily of non-compete agreements, websites, and domain names.

The Company's estimated future amortization of intangible assets as of March 31, 2023 is expected to be as follows (in thousands):

Year Ending December 31:			Amount
Remainder of 2023			$	47,984
2024			54,685
2025			56,297
2026			25,311
2027			9,022
Thereafter			8,234
Total			$	201,533

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Vacasa, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table summarizes the changes in the Company's goodwill balance (in thousands):

			Three Months Ended March 31,
			2023
Balance at beginning of period			$	585,205
Measurement period adjustments			(2,598)
Foreign exchange translation and other			36
Balance at end of period(1)			$	582,643

(1) Goodwill is net of accumulated impairment losses of $244.0 million that were recorded to the Company's single reporting unit during the fourth quarter of fiscal 2022.

Potential indicators of impairment include significant changes in performance relative to expected operating results, significant negative industry or economic trends, or a significant decline in the Company's stock price and/or market capitalization for a sustained period of time. It is reasonably possible that one or more of these impairment indicators could occur or intensify in the near term, which may result in an impairment of long-lived assets or further impairment of goodwill.

Note 8 - Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

			As of March 31,						As of December 31,
			2023						2022
Employee-related accruals			$	29,767					$	25,110
Homeowner reserves			10,445						9,837
Current portion of acquisition liabilities(1)			19,635						25,056
Current portion of operating lease liabilities			9,282						9,490
Other			13,300						16,340
Total accrued expenses and other current liabilities			$	82,429					$	85,833

(1) The current portion of acquisition liabilities includes contingent consideration and deferred payments to sellers due within one year.

Note 9 – Debt

The Company's debt obligations consisted of the following (in thousands):

			As of March 31,						As of December 31,
			2023						2022
Insurance premium financing			$	3,008					$	4,498
Other long-term debt			250						375
Total debt			3,258						4,873
Less: current maturities(1)			(3,258)						(4,748)
Long-term portion			$	—					$	125

(1) Current maturities of debt are recorded within accrued expenses and other current liabilities on the condensed consolidated balance sheets.

Insurance Premium Financing

The Company has entered into short-term agreements to finance certain insurance premiums. The outstanding balance of $3.0 million as of March 31, 2023 is repayable in monthly installments of principal and interest through November 2023, at a weighted-average annual percentage rate of 5.44%.

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Index to Notes

Vacasa, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Revolving Credit Facility

In October 2021, the Company and its wholly owned subsidiary (the "Borrower") and certain of its subsidiaries (collectively, the "Guarantors") entered into a credit agreement with JPMorgan Chase Bank, N.A. and the other lenders party thereto from time to time.

The credit agreement, as subsequently amended in December 2021 (as amended, the "Credit Agreement" capitalized terms used herein and not otherwise defined are used as defined in the Credit Agreement), provides for a senior secured revolving credit facility in an aggregate principal amount of $105.0 million ("Revolving Credit Facility"). The Revolving Credit Facility includes a sub-facility for letters of credit in aggregate face amount of $40.0 million, which reduces borrowing availability under the Revolving Credit Facility. Proceeds may be used for working capital and general corporate purposes.

Borrowings under the Revolving Credit Facility are subject to interest, determined as follows:

•Alternate Base Rate ("ABR") borrowings accrue interest at a rate per annum equal to the ABR plus a margin of 1.50%. The ABR is equal to the greatest of (i) the Prime Rate, (ii) the New York Federal Reserve Bank Rate plus 0.50%, and (iii) the Adjusted London Interbank Offered ("LIBO") Rate for a one-month interest period plus 1.00%, subject to a 1.00% floor.

•Eurocurrency borrowings accrue interest at a rate per annum equal to the Adjusted LIBO Rate plus a margin of 2.50%. The Adjusted LIBO Rate is calculated based on the applicable LIBOR for U.S. dollar deposits, subject to a 0.00% floor, multiplied by a fraction, the numerator of which is one and the denominator of which is one minus the maximum effective reserve percentage for Eurocurrency funding.

Borrowings under the Revolving Credit Facility do not amortize and are due and payable on October 7, 2026. Amounts outstanding under the Revolving Credit Facility may be voluntarily prepaid at any time and from time to time, in whole or in part, without premium or penalty. In addition to paying interest on the principal amounts outstanding under the Revolving Credit Facility, the Company is required to pay a commitment fee on unused amounts at a rate of 0.25% per annum. The Company is also required to pay customary letter of credit and agency fees.

The Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict the ability of the Borrower and its restricted subsidiaries to:

•create, incur, assume or permit to exist any debt or liens;

•merge into or consolidate or amalgamate with any other person, or permit any other person to merge into or consolidate with it, or liquidate or dissolve;

•make or hold certain investments;

•sell, transfer, lease, license or otherwise dispose of its assets, including equity interests (and, in the case of restricted subsidiaries, the issuance of additional equity interests);

•pay dividends or make certain other restricted payments;

•substantively alter the character of the business of the Borrower and its restricted subsidiaries, taken as a whole; and

•sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its affiliates.

In addition, beginning on June 30, 2022, the Borrower and its restricted subsidiaries are required to maintain a minimum amount of consolidated revenue, measured on a trailing four-quarter basis, as of the last date of each fiscal quarter, provided that such covenant will only apply if, on such date, the aggregate principal amount of outstanding borrowings under the Revolving Credit Facility and letters of credit (excluding undrawn amounts under any letters of credit in an aggregate face amount of up to $20.0 million and letters of credit that have been cash collateralized) exceeds 35% of the then-outstanding revolving commitments. The Borrower is also required to maintain liquidity of at least $15.0 million as of the last date of each fiscal quarter beginning on June 30, 2022.

The obligations of the Borrower and certain guarantor subsidiaries (the "Guarantors") are secured by first-priority liens on substantially all of the assets of the Borrower and the Guarantors. As of March 31, 2023 and December 31, 2022, there were no borrowings outstanding under the Revolving Credit Facility. As of March 31, 2023, there were $23.4 million of letters of credit issued under the Revolving Credit Facility, and $81.6 million was available for borrowings. As of March 31, 2023, the Company was in compliance with all covenants under the Credit Agreement.

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Index to Notes

Vacasa, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 10 - Other Long-Term Liabilities

Other long-term liabilities consisted of the following (in thousands):

			As of March 31,						As of December 31,
			2023						2022
Class G Common Stock(1)			$	3,154					$	5,077
Long-term portion of acquisition liabilities(2)			12,858						16,226
Long-term portion of operating lease liabilities			20,171						21,706
Other			12,188						11,978
Total other long-term liabilities			$	48,371					$	54,987

(1) For more information, see Note 13, Equity of our 2022 Annual Report.

(2) The long-term portion of acquisition liabilities includes contingent consideration and deferred payments to sellers due after one year.

Note 11 - Income Taxes

The effective tax rate was a 1% expense on pre-tax loss for the three months ended March 31, 2023 and 2022. The effective tax rate differs from our statutory rate in both periods due to the effect of flow-through entity income and losses for which the taxable income or loss is allocated to the Vacasa Holdings, LLC members and due to valuation allowance considerations.

Note 12 - Equity and Equity-Based Compensation

Equity-Based Award Activities

Restricted Stock Units

A summary of the RSU activity was as follows during the period indicated:

Activity Type			Restricted Stock Units (in thousands)						Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2022			5,381						$	4.96
Granted			6,655						1.47
Vested			(691)						6.47
Forfeited			(405)						5.56
Outstanding as of March 31, 2023			10,940						2.73

As of March 31, 2023, there was unrecognized compensation expense of $24.8 million related to unvested RSUs, which is expected to be recognized over a weighted-average period of 3.1 years.

Performance Stock Units

The Company has granted PSUs to certain members of its leadership team, which vest based upon the achievement of performance criteria and requisite service. The performance criteria are based on the achievement of certain share price appreciation targets. Attainment of each share price appreciation target is measured based on either the trailing 45-day or 60-day average closing trading price of our Class A Common Stock or, in the event of a change in control, the amount per share of Class A Common Stock to be paid to a stockholder in connection with such change in control. For certain of the awards, depending on the performance achieved, the actual number of shares of Class A Common Stock issued to the holder may range from 0% to 200% of the target number of PSUs granted. The number of PSUs granted included in the table below is based on the maximum potential achievement for all awards. In the event that performance criteria and requisite service are not achieved, the corresponding portion of the PSUs that do not vest will be forfeited.

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Index to Notes

Vacasa, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

A summary of the PSU activity was as follows during the period indicated:

Activity Type			Performance Stock Units (in thousands)						Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2022			2,113						$	2.90
Granted			2,093						0.63
Vested			—						—
Forfeited			(108)						3.79
Outstanding as of March 31, 2023			4,098						1.71

As of March 31, 2023, there was unrecognized compensation expense of $5.8 million related to unvested PSUs, which is expected to be recognized over a weighted-average period of 2.5 years.

Stock Appreciation Rights

A summary of the stock appreciation rights ("SARs") activity was as follows during the period indicated:

Activity Type			Stock Appreciation Rights (in thousands)						Weighted Average Exercise Price
Outstanding as of December 31, 2022			1,741						$	3.06
Exercised			—						—
Forfeited			(307)						3.07
Outstanding as of March 31, 2023			1,434						3.06

As of March 31, 2023, there was $0.4 million of unrecognized compensation expense for the Company's SARs that will be recognized over a weighted-average remaining recognition period of 1.0 year. As of March 31, 2023, the Company's outstanding SARs had a weighted-average remaining contractual life of 6.2 years and no intrinsic value.

Stock Options

A summary of the stock options activity was as follows during the period indicated:

Activity Type			Stock Options (in thousands)						Weighted Average Exercise Price
Outstanding as of December 31, 2022			4,697						$	0.92
Exercised			(136)						0.48
Forfeited			(20)						3.03
Outstanding as of March 31, 2023			4,541						0.92

As of March 31, 2023, there was $0.3 million of unrecognized compensation expense for the Company's stock options that will be recognized over a weighted-average remaining recognition period of 1.4 years. As of March 31, 2023, the Company's outstanding stock options had a weighted-average remaining contractual life of 5.2 years and an intrinsic value of $1.2 million.

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Index to Notes

Vacasa, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Employee Equity Units

A summary of the Vacasa Employee Holdings LLC employee equity units is as follows:

			Employee Equity Units (in thousands)						Weighted-Average Grant Date Fair Value
Unvested outstanding as of December 31, 2022			2,020						$	5.60
Vested			(232)						5.64
Forfeited			(958)						6.17
Unvested outstanding as of March 31, 2023			830						4.92

As of March 31, 2023, there was $3.9 million of unrecognized compensation expense related to unvested employee equity units, which is expected to be recognized over a weighted-average period of 1.9 years.

Employee Stock Purchase Plan

In connection with the Business Combination, the Company adopted the 2021 Nonqualified Employee Stock Purchase Plan ("ESPP"). Under the ESPP, eligible participants may purchase shares of the Company’s Class A Common Stock using payroll deductions, which may not exceed 15% of their total cash compensation. Offering and purchase periods begin on June 1 and December 1 of each year. Participants will be granted the right to purchase shares at a price per share that is 85% of the lesser of the fair market value of the shares at (i) the participant’s entry date into the applicable one-year offering period or (ii) the end of each six-month purchase period within the offering period.

The ESPP does not meet the criteria of Section 423 of the Internal Revenue Code and is considered a non-qualified plan for federal tax purposes. The Company has treated the ESPP as a compensatory plan under GAAP.

During the three months ended March 31, 2023, there were no shares of Class A Common Stock purchased under the ESPP.

Equity-Based Compensation Expense

The Company recorded equity-based compensation expense for the periods presented in the condensed consolidated statements of operations as follows (in thousands):

			Three Months Ended March 31,
			2023						2022
Cost of revenue			$	44					$	298
Operations and support			366						2,454
Technology and development			394						2,761
Sales and marketing			1,011						2,773
General and administrative			2,326						3,344
Total equity-based compensation expense			$	4,141					$	11,630

Note 13 - Net Loss Per Share

The Company calculates net income (loss) per share of Class A Common Stock in accordance with ASC 260, Earnings Per Share, which requires the presentation of basic and diluted net income (loss) per share. Basic net income (loss) per share is calculated by dividing net income attributable to Vacasa, Inc. by the weighted-average shares of Class A Common Stock outstanding without the consideration for potential dilutive shares of common stock. Diluted net income (loss) per share represents basic net income (loss) per share adjusted to include the potentially dilutive effect of RSUs, PSUs, SARs, stock options, employee equity units, purchases under the ESPP, and Class G Common Stock. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of Class A Common Stock equivalents outstanding for the period determined using the treasury stock method and if-converted method, as applicable. During periods of net loss, diluted loss per share is equal to basic net loss per share because the antidilutive effect of potential common shares is disregarded.

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Index to Notes

Vacasa, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following is a reconciliation of basic and diluted loss per Class A common share for the periods presented (in thousands, except per share data):

			Three Months Ended March 31,
			2023						2022
Net loss attributable to Class A Common Stockholders for basic and diluted net loss per share			$	(23,792)					$	(28,082)
Weighted-average shares for basic and diluted loss per share(1)			236,937						214,940
Basic and diluted net loss per share of Class A Common Stock			$	(0.10)					$	(0.13)

(1) Basic and diluted weighted-average shares outstanding include restricted stock units that have vested but have not yet settled into shares of Class A Common Stock.

Shares of the Company's Class B Common Stock and Class G Common Stock do not participate in earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings (loss) per share of Class B Common Stock and Class G Common Stock under the two-class method has not been presented.

The following outstanding potentially dilutive securities were excluded from the calculation of diluted net loss per share of Class A Common Share either because their impact would have been antidilutive for the period presented or because they were contingently issuable upon the satisfaction of certain market conditions (in thousands):

			Three Months Ended March 31,
			2023						2022
OpCo units(1)			196,445						213,599
Restricted stock units			10,940						3,390
Performance stock units(2)			4,098						1,527
Stock appreciation rights			1,434						4,892
Stock options			4,541						5,416
Employee equity units			830						4,107
Employee stock purchase plan			2,981						—
Class G Common Stock			8,227						8,227
Common shares excluded from calculation of diluted net loss per share			229,496						241,158

(1) These securities are neither dilutive or anti-dilutive for the period presented as their assumed redemption for shares of Class A Common Stock would cause a proportionate increase to Net loss attributable to Class A Common Stockholders, diluted.

(2) PSUs are contingently issuable upon the satisfaction of certain market conditions. As of March 31, 2023, none of the requisite market conditions have been met, and therefore all such contingently issuable shares have been excluded from the calculation of diluted loss per share of Class A Common Stock.

Note 14 – Commitments and Contingencies

Leases

The Company leases real estate and equipment under various non-cancelable operating leases. There have been no material changes to the Company's operating lease commitments during the three months ended March 31, 2023. For additional information, refer to Note 8, Leases, of the Company's 2022 Annual Report.

Regulatory Matters and Legal Proceedings

The Company’s operations are subject to laws, rules, and regulations that vary by jurisdiction. In addition, the Company has been and is currently a party to various legal proceedings, including employment and general litigation matters, which arise in

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Index to Notes

Vacasa, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

the ordinary course of business. Such proceedings and claims can require the Company to expend significant financial and operational resources.

Regulatory Matters

The Company’s core business operations consist of the management of short-term vacation rental stays, which are subject to local, city, or county ordinances, together with various state, U.S. and foreign laws, rules and regulations. Such laws, rules, and regulations are complex and subject to change, and in several instances, jurisdictions have yet to codify or implement applicable laws, rules or regulations. Other ancillary components of the Company’s business activities include the management of long-term rental stays and homeowner association management. The Company's business activities also include real estate brokerage services, which the Company is winding down in the second quarter of 2023. In addition to laws governing these activities, the Company must comply with laws in relation to travel, tax, privacy and data protection, intellectual property, competition, health and safety, consumer protection, employment and many others. These business operations expose the Company to inquiries and potential claims related to its compliance with applicable laws, rules, and regulations. Given the shifting landscape with respect to the short-term rental laws, changes in existing laws or the implementation of new laws could have a material impact on the Company’s business.

Tax Matters

Some states and localities impose transient occupancy, lodging accommodations, and sales taxes ("Hospitality and Sales Taxes") on the use or occupancy of lodging accommodations and other traveler services. The Company collects and remits Hospitality and Sales Taxes collected from guests on behalf of its homeowners. Such Hospitality and Sales Taxes are generally remitted to tax jurisdictions within a 30-day period following the end of each month, quarter, or year end.

As of March 31, 2023 and December 31, 2022, the Company had an obligation to remit Hospitality and Sales Taxes collected from guests in these jurisdictions totaling $22.8 million and $17.9 million, respectively. These payables are recorded in hospitality and sales taxes payable on the condensed consolidated balance sheets.

The Company’s potential obligations with respect to Hospitality and Sales Taxes could be affected by various factors, which include, but are not limited to, whether the Company determines, or any tax authority asserts, that the Company has a responsibility to collect lodging and related taxes on either historical or future transactions or by the introduction of new ordinances and taxes that subject the Company’s operations to such taxes. The Company is under audit and inquiry by various domestic tax authorities with regard to hospitality and sales tax matters. The Company has estimated liabilities in certain jurisdictions with respect to state, city, and local taxes related to lodging where management believes it is probable that the Company has additional liabilities, and the related amounts can be reasonably estimated. The subject matter of these contingent liabilities primarily arises from the Company’s transactions with its homeowners, guests, and service contracts. The disputes involve the applicability of transactional taxes (such as sales, value-added, information reporting, and similar taxes) to services provided. As of March 31, 2023 and December 31, 2022, accrued obligations related to these estimated taxes, including estimated penalties and interest, totaled $12.0 million and $11.8 million, respectively. Due to the inherent complexity and uncertainty of these matters and judicial processes in certain jurisdictions, the final outcomes may exceed the estimated liabilities recorded.

Refer to Note 11, Income Taxes, for further discussion on other income tax matters.

Litigation

The Company has been and is currently involved in litigation and legal proceedings and subject to legal claims in the ordinary course of business. These include legal claims asserting, among other things, commercial, competition, tax, employment, discrimination, consumer, personal injury, negligence, and property rights.

In January 2023, the Company was served with a complaint filed against multiple subsidiaries of the Company alleging, among other things, wrongful death relating to a fire in 2020 at rental units managed by a subsidiary of the Company. The complaint was filed in Dare County Superior Court in the State of North Carolina and seeks damages related to the deaths of three individuals. The Company believes it has meritorious defenses to the allegations in the complaint and will vigorously contest the allegations.

The Company does not believe, based on currently available facts and circumstances, that the final outcome of any pending legal proceedings or ongoing regulatory investigations, taken individually or as a whole, will have a material adverse effect on our consolidated financial statements. However, lawsuits may involve complex questions of fact and law and may require the expenditure of significant funds and other resources to defend. The results of litigation or regulatory investigations are

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Index to Notes

Vacasa, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

inherently uncertain, and material adverse outcomes are possible. From time to time, the Company may enter into confidential discussions regarding the potential settlement of such lawsuits. Any settlement of pending litigation could require us to incur substantial costs and other ongoing expenses.

During the periods presented, no material amounts have been accrued or disclosed in the accompanying condensed consolidated financial statements with respect to loss contingencies associated with any regulatory matter or legal proceeding. These matters are subject to many uncertainties, and the ultimate outcomes are not predictable. There can be no assurances that the actual amounts required to satisfy any liabilities arising from the regulatory matters and legal proceedings described above will not have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows.

Accommodations Protection Program

The Company offers an Accommodations Protection Program (the "Program") that covers the Company and the homeowner for covered incidents that occur during the period of a confirmed rental reservation for the property that is booked through the Company. The Program is administered by a third-party insurer under a commercial liability insurance policy and is subject to the policy terms and Program rules that are in effect at the time of an occurrence. The Program includes various market-standard conditions, limitations, and exclusions. Homeowners who sign a new vacation rental services agreement with the Company are automatically enrolled in the Program and charged a fixed amount per night of each confirmed vacation rental stay. A homeowner may opt out of the Program at any time. If a homeowner opts out of the Program, the homeowner’s insurance policies, or the homeowner personally if the homeowner does not carry insurance, become primary for all occurrences and incidents that happen in or about the home.

Indemnification

As a matter of ordinary course, the Company provides indemnification clauses in commercial agreements where appropriate, in accordance with industry standards. As a result, the Company may be obligated to indemnify third parties for losses or damages incurred in connection with the Company’s operations or its non-compliance with contractual obligations. Additionally, the Company has entered into indemnification agreements with its officers and directors, and its bylaws contain certain indemnification obligations for officers and directors. It is not possible to determine the aggregate maximum potential loss pursuant to the aforementioned indemnification provisions and obligations due to the unique facts and circumstances involved in each particular situation.

Note 15 - Workforce Reduction

In January 2023, the Company implemented a workforce reduction plan (the “Plan”) designed to align the Company’s expected cost base with its 2023 strategic and operating priorities. The Plan included the elimination of approximately 1,300 positions across the Company, in both the Company's local operations teams and central teams, representing approximately 17% of the workforce.

In connection with the Plan, the Company incurred severance and employee benefits costs of approximately $5.1 million during the three months ended March 31, 2023, which are included in operating costs and expenses in the condensed consolidated statement of operations. The majority of these costs have been paid, and the remaining liability as of March 31, 2023 is not material. The Company expects the reduction in force to be substantially complete by the end of the second quarter of 2023. Costs that will be incurred during the second quarter of 2023 are not expected to be material.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and with our audited consolidated financial statements and notes thereto included in our 2022 Annual Report. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections and elsewhere in our 2022 Annual Report and in this Quarterly Report, our actual results may differ materially from those anticipated in these forward-looking statements. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

We are the leading vacation rental management platform in North America. Our integrated technology and operations platform is designed to optimize vacation rental income and home care for homeowners, offer guests a seamless, reliable and high-quality experience, and provide distribution partners with a variety of home listings.

As a vertically integrated vacation rental manager, we act as an agent on behalf of our homeowners, which allows us to avoid the capital requirements and limitations of owning the underlying real estate. We manage all aspects of the vacation rental experience for homeowners, from listing creation and multi-channel distribution to pricing, marketing optimization and end-to-end property care. We collect nightly rent on behalf of homeowners and earn the majority of our revenue from homeowner commissions and service fees paid by guests and from additional reservation-related fees paid by guests when a vacation rental is booked directly through our website or app or through our distribution partners. We also earn revenue from home care solutions offered directly to our homeowners, such as home improvement and repair services for a separately agreed upon fee and from providing residential management services to community and homeowner associations. We are typically the exclusive vacation rental manager for the homes on our platform, and we are able to capture nearly all of the bookings for those properties through our direct channel or through our channel partners.

Recent Developments

Booking Patterns

We have recently experienced, and expect to continue to experience, evolving guest booking patterns. The changes we have recently seen have included some softening in close-in bookings. We have also seen increased homeowner concerns around their levels of rental income, relative to prior years. These factors increase the difficulty of accurately forecasting our results of operations for the remainder of 2023 and, we believe, have a negative effect on homeowner retention, relative to our historical experience. Continued changes in the timing, quantity, or pricing of guest bookings and in homeowner retention patterns could have a material unfavorable impact on our business, financial condition, and results of operations, including the relationship between our revenue and our operating costs and expenses.

Workforce Reduction

In January, 2023, the Company implemented a workforce reduction plan (the “Plan”) designed to align the Company’s expected cost base with its 2023 strategic and operating priorities. The Plan included the elimination of approximately 1,300 positions across the Company, in both the Company's local operations teams and central teams, representing approximately 17% of the workforce.

In connection with the Plan, the Company incurred severance and employee benefits costs of approximately $5.1 million during the three months ended March 31, 2023, which are included in operating costs and expenses in the condensed consolidated statement of operations. The majority of these costs have been paid, and the remaining liability as of March 31, 2023 is not material. The Company expects the reduction in force to be substantially complete by the end of the second quarter of 2023. Costs that will be incurred during the second quarter of 2023 are not expected to be material.

Seasonality

Our overall business is seasonal, reflecting typical travel behavior patterns over the course of the calendar year. In addition, each market where we operate has unique seasonality, events, and weather that can increase or decrease demand for our offerings. Certain holidays, and the timing of those holidays, can have an impact on our revenue by increasing or decreasing Nights Sold on the holiday itself or during the preceding and subsequent weekends. Typically, our second and third quarters

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have higher revenue due to increased Nights Sold. Our Gross Booking Value ("GBV") typically follows the seasonality patterns of Nights Sold. Our operations and support costs also increase in the second and third quarters as we increase our hourly staffing to handle increased activity on our platform in those periods. See additional information about GBV and Nights Sold under the "Key Business Metrics and Non-GAAP Financial Measures" heading below.

Results of Operations

The following tables set forth our results of operations for the periods presented and as a percentage of our revenue for these periods. The period-to-period comparisons of our historical results are not necessarily indicative of our future results.

			Three Months Ended March 31,
			2023						2022
			(in thousands)
Revenue			$	256,854					$	247,260
Operating costs and expenses:
Cost of revenue, exclusive of depreciation and amortization shown separately below(1)			124,131						121,759
Operations and support(1)			60,813						59,301
Technology and development(1)			14,273						17,565
Sales and marketing(1)			57,504						59,657
General and administrative(1)			25,707						23,201
Depreciation			4,997						4,919
Amortization of intangible assets			15,690						16,263
Total operating costs and expenses			303,115						302,665
Loss from operations			(46,261)						(55,405)
Interest income			1,578						38
Interest expense			(723)						(610)
Other income, net			2,157						842
Loss before income taxes			(43,249)						(55,135)
Income tax expense			(363)						(803)
Net loss			$	(43,612)					$	(55,938)

(1) Includes equity-based compensation expense as follows:

			Three Months Ended March 31,
			2023						2022
			(in thousands)
Cost of revenue			$	44					$	298
Operations and support			366						2,454
Technology and development			394						2,761
Sales and marketing			1,011						2,773
General and administrative			2,326						3,344
Total equity-based compensation expense			$	4,141					$	11,630

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			Three Months Ended March 31,
			2023						2022
Revenue			100		%				100		%
Operating costs and expenses:
Cost of revenue, exclusive of depreciation and amortization shown separately below			48		%				49		%
Operations and support			24		%				24		%
Technology and development			6		%				7		%
Sales and marketing			22		%				24		%
General and administrative			10		%				9		%
Depreciation			2		%				2		%
Amortization of intangible assets			6		%				7		%
Total operating costs and expenses			118		%				122		%
Loss from operations			(18)		%				(22)		%
Interest income			1		%				—		%
Interest expense			—		%				—		%
Other income, net			1		%				—		%
Loss before income taxes			(17)		%				(22)		%
Income tax expense			—		%				—		%
Net loss			(17)		%				(23)		%

Comparison of the Three Months Ended March 31, 2023 and 2022

Revenue

			Three Months Ended March 31,
			2023						2022						$ Change						% Change
			(in thousands, except percentages)
Revenue			$	256,854					$	247,260					$	9,594					4		%

Our revenue is primarily generated from our vacation rental platform in which we generally act as the exclusive agent on the homeowners’ behalf to facilitate the reservation transaction between guests and homeowners. We collect nightly rent from guests on behalf of homeowners and earn the majority of our revenue from commissions on rent and from additional reservation-related fees paid by guests when a vacation rental is booked directly through our website, app, or through our distribution partners. We also earn revenue from home care solutions provided directly to our homeowners, such as home maintenance and improvement services, linen and towel supply programs, supplemental housekeeping services, and other related services, for a separately agreed-upon fee.

In the event a booked reservation is cancelled, we may offer a refund or a future stay credit up to the value of the booked reservation. In certain instances, we may also offer a refund related to a completed stay. We account for refunds as a reduction of revenue. Future stay credits are recognized as a liability on our condensed consolidated balance sheets. Revenue from future stay credits is recognized when redeemed by guests, net of the portion of the booking attributable to funds payable to owners and hospitality and sales taxes payable. We estimate the portion of future stay credits that will not be redeemed by guests and recognize these amounts as breakage revenue in proportion to the expected pattern of redemption or upon expiration.

In addition to our vacation rental platform, we provide other offerings such as real estate brokerage services and residential management services to community and homeowner associations. The purpose of these services is to attract and retain homeowners as customers of our vacation rental platform. We expect to wind down our real estate brokerage services in the second quarter of 2023. These brokerage services represented approximately 1% of total revenue for the three months ended March 31, 2023. We will continue to retain real estate brokerage licenses, where required, in order to facilitate our vacation rental management services.

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Revenue increased by $9.6 million, or 4%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily driven by an increase of $11.8 million, or 5%, in our vacation rental platform revenue, partially offset by a $3.2 million decrease in revenue from our real estate brokerage services. The increase in vacation rental platform revenue was mostly driven by more Nights Sold, partially offset by lower GBV per Night Sold and lower future stay credit breakage revenue in the three months ended March 31, 2023 compared to the three months ended March 31, 2022. Nights Sold increased 6%, primarily due to the increase in the number of homes added to our platform through our individual sales approach and portfolio additions during or after three months ended March 31, 2022. GBV per Night Sold was substantially similar compared to the three months ended March 31, 2022. Future stay credit breakage revenue declined by $14.4 million due to the significant breakage recognized in the first quarter of 2022 when the future stay credits issued during the COVID-19 pandemic first began to expire.

Cost of revenue

			Three Months Ended March 31,
			2023						2022						$ Change						% Change
			(in thousands, except percentages)
Cost of revenue			$	124,131					$	121,759					$	2,372					2		%
Percentage of revenue			48		%				49		%

Cost of revenue, exclusive of depreciation and amortization, consists primarily of employee compensation costs, which include wages, benefits, and payroll taxes and outside service costs for housekeeping, home maintenance, payment processing fees for merchant fees and chargebacks, laundry expenses, housekeeping supplies, as well as fixed rent payments on certain owner contracts. Cost of revenue also includes costs associated with our real estate brokerage services and residential management services to community and homeowner associations. These brokerage services represented approximately 2% of total cost of revenue for the three months ended March 31, 2023.

Cost of revenue increased by $2.4 million, or 2%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily due to a $2.5 million increase in expenses related to our home care solutions and home supplies, a $1.8 million increase in personnel-related expenses related to housekeeping, and a $1.0 million increase in payment processing costs, partially offset by a $2.7 million decrease in costs related to real estate brokerage services.

We expect that cost of revenue as a percentage of revenue may fluctuate from period to period, depending on the number of Nights Sold, Gross Booking Value per Night Sold, and our ability to realize operational efficiencies.

Operations and support

			Three Months Ended March 31,
			2023						2022						$ Change						% Change
			(in thousands, except percentages)
Operations and support			$	60,813					$	59,301					$	1,512					3		%
Percentage of revenue			24		%				24		%

Operations and support costs consist primarily of compensation costs, which include wages, benefits, payroll taxes, and equity-based compensation, for employees that support our local operations. The costs also included the cost of call center customer support, rent expense for local operations, and the allocation of facilities and certain corporate costs.

Operations and support costs increased by $1.5 million, or 3%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The increase was primarily due to higher costs as a result of an increase in Nights Sold. The net change also includes a decrease in equity-based compensation of $2.1 million, partially offset by an increase in severance costs related to our workforce reduction of $1.9 million.

We expect that operations and support costs as a percent of revenue may fluctuate from period to period depending on the number of homes we manage and the number of destinations we operate in, the number of Nights Sold, and our ability to realize operational efficiencies.

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Technology and development

			Three Months Ended March 31,
			2023						2022						$ Change						% Change
			(in thousands, except percentages)
Technology and development			$	14,273					$	17,565					$	(3,292)					(19)		%
Percentage of revenue			6		%				7		%

Technology and development expenses consist primarily of cloud computing, software licensing and maintenance expense, and costs to support infrastructure, applications and overall monitoring and security of networks. Technology and development expenses also include wages, benefits, payroll taxes, and equity-based compensation, for salaried employees and payments to contractors, net of capitalized expenses, engaged in the design, development, maintenance and testing of our platform, including our websites, mobile applications, and other products. Capitalized costs are recorded as a reduction of our technology and development expenses and are capitalized as internal-use software within property and equipment on the condensed consolidated balance sheets. These assets are depreciated over their estimated useful lives and are reported in depreciation on our condensed consolidated statements of operations.

Technology and development expenses decreased by $3.3 million, or 19%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily due to a $2.2 million decrease in personnel-related expenses, driven by lower equity-based compensation, and a $1.1 million decrease in software license and maintenance costs.

We expect that, on an absolute dollar basis, changes in technology and development expenses will be primarily driven by headcount and software spend, which may fluctuate from period to period based on our business priorities.

Sales and marketing

			Three Months Ended March 31,
			2023						2022						$ Change						% Change
			(in thousands, except percentages)
Sales and marketing			$	57,504					$	59,657					$	(2,153)					(4)		%
Percentage of revenue			22		%				24		%

Sales and marketing expenses consist primarily of compensation costs, which includes wages, sales commissions, benefits, payroll taxes, and equity-based compensation, for our sales force and marketing personnel, payments to distribution partners for guest reservations, digital and mail-based advertising costs for homeowners, advertising costs for search engine marketing and other digital guest advertising, and brand marketing.

Sales and marketing expenses decreased by $2.2 million, or 4%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The decrease was primarily due to a $5.8 million decrease in personnel-related expenses driven by decreased headcount, primarily among our sales force. This was partially offset by a $4.1 million increase in listing fees paid to our distribution partners. The decrease in personnel-related expenses also included a decrease in equity-based compensation of $1.8 million, partially offset by an increase in severance and related benefits costs of $1.7 million.

We expect that, on an absolute dollar basis, changes in sales and marketing expenses will be primarily driven by headcount and advertising expense, which may fluctuate from period to period based on our business priorities, and payments to distribution partners for guest reservations, which will vary from period to period based on GBV generated through our distribution partners.

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General and administrative

			Three Months Ended March 31,
			2023						2022						$ Change						% Change
			(in thousands, except percentages)
General and administrative			$	25,707					$	23,201					$	2,506					11		%
Percentage of revenue			10		%				9		%

General and administrative expenses primarily consist of compensation costs, which includes wages, benefits, payroll taxes, and equity-based compensation for administrative employees, including finance and accounting, human resources, communications, and legal. General and administrative costs also include professional services fees, including accounting, legal and consulting expenses, rent expense for corporate facilities and storage, insurance premiums, and travel and entertainment expenses.

General and administrative expenses increased by $2.5 million, or 11%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The increase was primarily due to a $4.2 million increase in impairment of right-of-use assets, partially offset by a $2.9 million decrease in personnel-related and professional services expenses, driven by lower headcount. The decrease in personnel-related expenses also includes a $1.0 million decrease in equity-based compensation.

We expect that, on an absolute dollar basis, changes in general and administrative expenses will be primarily driven by headcount and professional fees, which may fluctuate from period to period depending on our business needs and priorities.

Depreciation and Amortization of intangible assets

			Three Months Ended March 31,
			2023						2022						$ Change						% Change
			(in thousands, except percentages)
Depreciation			$	4,997					$	4,919					$	78					2		%
Percentage of revenue			2		%				2		%
Amortization of intangible assets			$	15,690					$	16,263					$	(573)					(4)		%
Percentage of revenue			6		%				7		%

Depreciation expense consists of depreciation on capitalized internal-use software, furniture and fixtures, buildings and improvements, leasehold improvements, computer equipment, and vehicles.

Amortization of intangible assets expense consists of non-cash amortization expense of the acquired intangible assets, primarily homeowner contracts, which are amortized on a straight-line basis over their estimated useful lives.

Depreciation expense increased by $0.1 million, or 2%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022.

Amortization of intangible assets decreased by $0.6 million, or 4%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022.

We expect that depreciation and amortization expenses will vary on an absolute dollar basis depending on our level of investment in property and equipment and the rate at which we complete portfolio transactions and strategic acquisitions to support the growth in our business. We expect depreciation and amortization expenses as a percentage of revenue over the short term will vary from period to period and decrease over the long term.

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Interest income, Interest expense and Other expense, net

			Three Months Ended March 31,
			2023						2022						$ Change						% Change
			(in thousands, except percentages)
Interest income			$	1,578					$	38					$	1,540					4,053		%
Percentage of revenue			1		%				—		%
Interest expense			$	(723)					$	(610)					$	(113)					19		%
Percentage of revenue			—		%				—		%
Other income, net			$	2,157					$	842					$	1,315					156		%
Percentage of revenue			1		%				—		%

Interest income consists primarily of interest earned on our cash and cash equivalents.

Interest income increased by $1.5 million for the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The increase in interest income is primarily due to higher prevailing interest rates during 2023, compared to 2022, and investing a greater proportion of our cash and cash equivalents into money market funds.

Interest expense consists primarily of interest payable and the amortization of deferred financing costs related to our outstanding debt arrangements.

Interest expense decreased by $0.1 million, or 19%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022.

Other income, net, consists primarily of the change in fair value of the contingent earnout share consideration represented by our Class G Common Stock, and foreign currency exchange gains and losses.

Other income, net increased by $1.3 million, or 156%, for the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The increase in other income, net, was primarily due to a $1.9 million decline in the fair value of contingent earnout share consideration represented by our Class G Common Stock for the three months ended March 31, 2023, compared to a $0.8 million decline in the fair value of contingent earnout share consideration represented by our Class G Common Stock for the three months ended March 31, 2022.

Key Business Metrics and Non-GAAP Financial Measures

We collect and analyze key business metrics, including GBV, Nights Sold, and GBV per Night Sold, as well as non-GAAP financial measures to assess our performance. In addition to revenue, net loss, loss from operations, and other results under GAAP, we use non-GAAP financial measures, including Adjusted EBITDA, Non-GAAP cost of revenue, Non-GAAP operations and support expense, Non-GAAP technology and development expense, Non-GAAP sales and marketing expense, and Non-GAAP general and administrative expense (collectively, the "Non-GAAP Financial Measures") to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We provide a reconciliation below of the Non-GAAP Financial Measures to their most directly comparable GAAP financial measures.

We believe these Non-GAAP Financial Measures, when taken together with their corresponding comparable GAAP financial measures, are useful for analysts and investors. These Non-GAAP Financial Measures allow for more meaningful comparisons of our performance by excluding items that are non-cash in nature or when the amount and timing of these items is unpredictable or one-time in nature, not driven by the performance of our core business operations or renders comparisons with prior periods less meaningful.

The key business metrics and Non-GAAP Financial Measures have significant limitations as analytical tools, should be considered as supplemental in nature, and are not meant as a substitute for any financial information prepared in accordance with GAAP. We believe the Non-GAAP Financial Measures provide useful information to investors and others in understanding and evaluating our results of operations, are frequently used by these parties in evaluating companies in our industry, and provide useful measures for period-to-period comparisons of our business performance. Moreover, we present the key business metrics and Non-GAAP Financial Measures because they are key measurements used by our management internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting.

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The Non-GAAP Financial Measures have significant limitations as analytical tools, including that:

•these measures do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

•these measures do not reflect changes in, or cash requirements for, our working capital needs;

•Adjusted EBITDA does not reflect the interest expense, or the cash required to service interest or principal payments, on our debt;

•these measures exclude equity-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy;

•Adjusted EBITDA and Non-GAAP general and administrative expense do not include one-time costs related to strategic business combinations;

•these measures do not reflect costs related to restructuring programs, including certain right-of-use asset impairment costs;

•these measures do not reflect our tax expense or the cash required to pay our taxes; and

•with respect to Adjusted EBITDA, although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and such measures do not reflect any cash requirements for such replacements.

In the future, we may incur expenses or charges such as those being adjusted in the calculation of these Non-GAAP Financial Measures. Our presentation of these Non-GAAP Financial Measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items, and our Non-GAAP Financial Measures may be calculated differently from similarly titled metrics or measures presented by other companies.

			Three Months Ended March 31,
			2023						2022
			(in thousands, except GBV per Night Sold)
Gross Booking Value ("GBV")			$	521,331					$	494,442
Nights Sold			1,432						1,349
GBV per Night Sold			$	364					$	367

Gross Booking Value

GBV represents the dollar value of bookings from our distribution partners as well as those booked directly on our platform related to Nights Sold during the period and cancellation fees for bookings cancelled during the period (which may relate to bookings made during prior periods). GBV is inclusive of amounts charged to guests for rent, fees, and the estimated taxes paid by guests when we are responsible for collecting tax.

Growth in GBV reflects our ability to attract homeowners through individual additions, portfolio transactions or strategic acquisitions, retain homeowners and guests, and optimize the availability and sale throughput of nights. Growth in GBV also reflects growth in Nights Sold and the pricing of rents, fees, and estimated taxes paid by guests.

For the three months ended March 31, 2023, GBV increased to $521.3 million, or a 5% increase compared to the same period in 2022. The increase was primarily driven by the growth of new homes on our platform and the increase in Nights Sold.

We experience seasonality in our GBV that is consistent with the seasonality of Nights Sold as described below. Future changes in GBV will be determined by the number of homes we add to our platform and our ability to optimize pricing and throughput of the homes on our platform.

Nights Sold

We define Nights Sold as the total number of nights stayed by guests on our platform in a given period. Nights Sold is a key measure of the scale and quality of homes on our platform and our ability to generate demand and manage yield on behalf of our homeowners. We experience seasonality in the number of Nights Sold. Typically, the second and third quarters of the year each have higher Nights Sold than the first and fourth quarters, as guests tend to travel during the peak travel season.

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For the three months ended March 31, 2023, Nights Sold increased to 1.4 million, or a 6% increase compared to the same period in 2022. The increase in Nights Sold was primarily due to homes added to our platform through our individual sales approach and portfolio additions during or after three months ended March 31, 2022.

Future changes in Nights Sold will be determined by changes to the number of homes on our platform and how we optimize the combination of pricing and throughput of the homes on our platform.

Gross Booking Value per Night Sold

GBV per Night Sold represents the dollar value of each night stayed by guests on our platform in a given period. GBV per Night Sold reflects the pricing of rents, fees, and estimated taxes paid by guests.

For the three months ended March 31, 2023, GBV per Night Sold decreased to $364, or a 1% decrease compared to the same period in 2022.

There is a strong relationship between GBV and Nights Sold, and these two variables are managed in concert with one another. Our pricing algorithms are continually evaluating the trade-offs between price and occupancy to seek to optimize the mix of Nights Sold and GBV per Night Sold. Future changes in GBV per Night Sold will be determined by how we optimize the combination of pricing and throughput of the homes on our platform.

Adjusted EBITDA

Adjusted EBITDA is defined as net income (loss) excluding: (1) depreciation and acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable; (2) interest income and expense; (3) any other income or expense not earned or incurred during our normal course of business; (4) any income tax benefit or expense; (5) equity-based compensation costs; (6) one-time costs related to strategic business combinations; and (7) costs related to restructuring programs, including certain right-of-use asset impairment costs. We believe this measure is useful for analysts and investors as this measure allows for more meaningful period-to-period comparison of our business performance. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature or the amount and timing of these items is unpredictable or one-time in nature, not driven by the performance of our core business operations and renders comparisons with prior periods less meaningful. Adjusted EBITDA as a percentage of Revenue is calculated by dividing Adjusted EBITDA for a period by Revenue for the same period.

Seasonal trends in our Nights Sold impact Adjusted EBITDA for any given quarter. Typically, the second and third quarters of the year have higher Adjusted EBITDA and Adjusted EBITDA as a percentage of revenue, as fixed costs are allocated across a larger number of guest reservations. We expect Adjusted EBITDA and Adjusted EBITDA as a percentage of revenue to fluctuate in the near term due to this seasonality and improve over the medium to long term as we achieve operating leverage from scale and density.

In the three months ended March 31, 2023, Adjusted EBITDA was $(12.0) million, compared to $(22.2) million in the same period in 2022. The favorable change in Adjusted EBITDA is a reflection of the changes in our revenue, operating costs, and expenses, as discussed above. Adjusted EBITDA as a percentage of Revenue was (5)% for the three months ended March 31, 2023, compared to (9)% for the three months ended March 31, 2022.

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The following table reconciles net loss to Adjusted EBITDA:

			Three Months Ended March 31,
			2023						2022
			(in thousands, except percentages)
Net loss			$	(43,612)					$	(55,938)
Add back:
Depreciation and amortization of intangible assets			20,687						21,182
Interest income			(1,578)						(38)
Interest expense			723						610
Other expense, net			(2,157)						(842)
Income tax expense			363						803
Equity-based compensation			4,141						11,630
Business combination costs(1)			59						421
Restructuring(2)			9,366						—
Adjusted EBITDA			$	(12,008)					$	(22,172)
Adjusted EBITDA as a percentage of Revenue			(5)		%				(9)		%

(1) Represents certain insurance costs from the strategic acquisition of TurnKey that are expected to be amortized through the first quarter of 2027. In 2022, these costs also included third-party costs associated with our Reverse Recapitalization.

(2) Represents costs associated with a workforce reduction and certain right-of-use asset impairment costs related to the Company's leased corporate office space in Portland, Oregon and Boise, Idaho.

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Non-GAAP Operating Expenses

We calculate Non-GAAP cost of revenue, Non-GAAP operations and support expense, Non-GAAP technology and development expense, and Non-GAAP sales and marketing expense by excluding the non-cash expenses arising from the grant of equity-based awards and restructuring costs. We calculate Non-GAAP General and administrative expense by excluding the non-cash expenses arising from the grant of equity-based awards, one-time costs related to strategic business combinations, and restructuring costs.

			Three Months Ended March 31,
			2023						2022
			(in thousands)
Cost of revenue			$	124,131					$	121,759
Less: equity-based compensation			(44)						(298)
Less: restructuring(1)			(776)						—
Non-GAAP cost of revenue			123,311						121,461
Operations and support			$	60,813					$	59,301
Less: equity-based compensation			(366)						(2,454)
Less: restructuring(1)			(1,879)						—
Non-GAAP operations and support			58,568						56,847
Technology and development			$	14,273					$	17,565
Less: equity-based compensation			(394)						(2,761)
Less: restructuring(1)			(177)						—
Non-GAAP technology and development			13,702						14,804
Sales and marketing			$	57,504					$	59,657
Less: equity-based compensation			(1,011)						(2,773)
Less: restructuring(1)			(1,674)						—
Non-GAAP sales and marketing			54,819						56,884
General and administrative			$	25,707					$	23,201
Less: equity-based compensation			(2,326)						(3,344)
Less: business combination costs(2)			(59)						(421)
Less: restructuring(1)			(4,860)						—
Non-GAAP general and administrative			18,462						19,436

(1) Represents costs associated with a workforce reduction and certain right-of-use asset impairment costs related to the Company's leased corporate office space in Portland, Oregon and Boise, Idaho.

(2) Represents certain insurance costs from the strategic acquisition of TurnKey that are expected to be amortized through the first quarter of 2027. In 2022, these costs also included third-party costs associated with our Reverse Recapitalization.

Liquidity and Capital Resources

Since our founding, our principal sources of liquidity have been from proceeds we have received through the issuance of equity and debt financing. We have incurred significant operating losses and generated negative cash flows from operations as we have invested to support the growth of our business. To execute on our strategic initiatives, we may incur operating losses and generate negative cash flows from operations in the future, and as a result, we may require additional capital resources. These capital resources may be obtained through additional equity offerings, which will dilute the ownership of our existing

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stockholders, or debt financings, which may contain covenants that restrict the operations of our business. In the event that additional financing is required from outside sources, we may not be able to raise the financing on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition, and results of operations could be adversely affected.

As of March 31, 2023, we had cash and cash equivalents of $218.1 million. In addition, as of March 31, 2023, $81.6 million was available for borrowing under our Revolving Credit Facility (as defined below). Our primary requirements for liquidity and capital are to finance working capital requirements, capital expenditures and other general corporate purposes. We expect to need cash to make payments under the Tax Receivable Agreement. For more details regarding the Tax Receivable Agreement, see our 2022 Annual Report. We expect our operations will continue to be financed primarily by equity offerings, debt financing, and cash and cash equivalents. We believe our existing sources of liquidity will be sufficient to fund operations, working capital requirements, capital expenditures, and debt service obligations for at least the next 12 months.

Our future capital requirements will depend on many factors, including, but not limited to, our growth, our ability to attract and retain new homeowners and guests that utilize our services, the continuing market acceptance of our offerings, the timing and extent of spending to enhance our technology, and the expansion of sales and marketing activities. Further, we may in the future enter into arrangements to acquire or invest in businesses, products, services, and technologies.

Revolving Credit Facility

In October 2021, we entered into a credit agreement, which, as subsequently amended in December 2021 (as amended, the "Credit Agreement"), provides for a senior secured revolving credit facility in an aggregate principal amount of $105.0 million ("Revolving Credit Facility"). The Revolving Credit Facility includes a sub-facility for letters of credit in an aggregate face amount of $40.0 million, which reduces borrowing availability under the Revolving Credit Facility. As of March 31, 2023, there were no borrowings outstanding under the Revolving Credit Facility. As of March 31, 2023, $23.4 million of letters of credit were issued under the Revolving Credit Facility, and $81.6 million was available for borrowings.

Borrowings under the Revolving Credit Facility are subject to interest, determined as follows:

•Alternate Base Rate ("ABR") borrowings accrue interest at a rate per annum equal to the ABR plus a margin of 1.50%. The ABR is equal to the greatest of (i) the Prime Rate, (ii) the New York Federal Reserve Bank Rate plus 0.50%, and (iii) the Adjusted London Interbank Offered ("LIBO") Rate for a one-month interest period plus 1.0%, subject to a 1.0% floor.

•Eurocurrency borrowings accrue interest at a rate per annum equal to the Adjusted LIBO Rate plus a margin of 2.50%. The Adjusted LIBO Rate is calculated based on the applicable LIBOR for U.S. dollar deposits, subject to a 0% floor, multiplied by a fraction, the numerator of which is one and the denominator of which is one minus the maximum effective reserve percentage for Eurocurrency funding.

In addition to paying interest on the principal amounts outstanding under the Revolving Credit Facility, we are required to pay a commitment fee on unused amounts at a rate of 0.25% per annum. We are also required to pay customary letter of credit and agency fees.

The Credit Agreement contains customary covenants. In addition, we are required to maintain a minimum amount of consolidated revenue, measured on a trailing four-quarter basis, as of the last date of each fiscal quarter, provided that such covenant will only apply if, on such date, the aggregate principal amount of outstanding borrowings under the Revolving Credit Facility and letters of credit (excluding undrawn amounts under any letters of credit in an aggregate face amount of up to $20.0 million and letters of credit that have been cash collateralized) exceeds 35% of the then-outstanding revolving commitments. We are also required to maintain liquidity of at least $15.0 million as of the last date of each fiscal quarter.

See Note 9, Debt to our condensed consolidated financial statements for additional information.

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Cash Flows

The following table summarizes our cash flows for the periods indicated:

 

			Three Months Ended March 31,
			2023						2022
			(in thousands)
Net cash provided by operating activities			$	158,636					$	142,488
Net cash used in investing activities			(4,304)						(19,534)
Net cash used in financing activities			(9,203)						(7,993)
Effect of exchange rate fluctuations on cash, cash equivalents, and restricted cash			(534)						148
Net increase in cash, cash equivalents and restricted cash			$	144,595					$	115,109

Operating Activities

Net cash provided by operating activities was $158.6 million for the three months ended March 31, 2023, primarily due to a net loss of $43.6 million, offset by $30.2 million of non-cash items including depreciation, amortization of intangible assets, impairment of right-of-use assets, reduction in the carrying amount of operating lease right-of-use assets, fair value adjustment on derivative liabilities, and equity-based compensation expense. Additional sources of cash flows resulted from changes in working capital, including a $76.5 million increase in funds payable to owners, a $55.5 million increase in deferred revenue and future stay credits, a $20.2 million increase in hospitality and sales taxes payable, and a $12.8 million decrease in prepaid expenses and other assets.

Net cash provided by operating activities was $142.5 million for the three months ended March 31, 2022, primarily attributable to a net loss of $55.9 million, offset by $22.1 million of non-cash items including depreciation, amortization of intangible assets, amortization of operating lease right-of-use assets, fair value adjustment on derivative liabilities, and equity-based compensation expense. Additional sources of cash flows resulted from changes in working capital, including a $103.3 million increase in funds payable to owners, a $36.9 million increase in deferred revenue and future stay credits, and a $20.8 million increase in hospitality and sales taxes payable, each as a result of increased bookings on our platform.

Investing Activities

Net cash used in investing activities was $4.3 million for the three months ended March 31, 2023, primarily due to $2.6 million of cash paid for capitalized internally developed software costs and $1.1 million of cash paid for purchases of property and equipment.

Net cash used in investing activities was $19.5 million for the three months ended March 31, 2022, primarily due to $13.3 million of cash paid for business combinations, net of cash and restricted cash acquired, $4.0 million of cash paid for purchases of property and equipment, and $2.2 million of cash paid for capitalized internally developed software costs.

Financing Activities

Net cash used in financing activities was $9.2 million for the three months ended March 31, 2023, primarily due to $7.9 million of cash payments for business combinations and $1.7 million of repayment of financed insurance premiums.

Net cash used in financing activities was $8.0 million for the three months ended March 31, 2022, primarily attributable to $7.3 million of cash payments for business combinations.

Material Cash Requirements from Contractual and Other Obligations

As of March 31, 2023, there were no material changes outside the ordinary course of business to the contractual obligations from the information disclosed in our 2022 Annual Report.

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Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes to our critical accounting policies and estimates from those disclosed in our 2022 Annual Report. For a description of our critical accounting policies, see Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," in our 2022 Annual Report.

JOBS Act Accounting Election

We meet the definition of an emerging growth company under the JOBS Act, which permits us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As of January 1, 2022, we elected to irrevocably opt out of the extended transition period.

Recent Accounting Pronouncements

See Note 2, Significant Accounting Policies to our condensed consolidated financial statements included in this Quarterly Report for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

We are exposed to market risks in connection with our business, which primarily relate to inflation and fluctuations in interest rates.

Inflation Risk

In recent periods, inflation has increased in the United States and other markets in which we operate. To date, we do not believe these increases have had a material impact on our business, results of operations, cash flows, or financial condition. The prospective impact of inflation on our business, results of operations, cash flows, and financial condition is uncertain and will depend on future developments that we may not be able to accurately predict.

Interest Rate Fluctuation Risk

We are exposed to interest rate risk related primarily to our investment portfolio. Changes in interest rates affect the interest earned on our total cash, cash equivalents, and marketable securities and the fair value of those securities. Future borrowings under our Revolving Credit Facility, if any, may also be susceptible to interest rate risk.

Our cash and cash equivalents primarily consist of cash deposits and marketable securities. We do not enter into investments for trading or speculative purposes. Because our cash equivalents generally have short maturities, the fair value of our portfolio is relatively insensitive to interest rate fluctuations. Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 100 basis points increase or decrease in interest rates would not have had a material impact on our condensed consolidated financial statements as of March 31, 2023.

As we do not have any borrowing under our Revolving Credit Facility as of March 31, 2023, we are not currently exposed to the risk related to fluctuations in interest rates to the extent the ABR exceeds the floor.

Item 4. Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

As permitted by related SEC staff interpretive guidance for newly acquired businesses, the operations of one of our portfolio transactions (the "Acquired Business") were excluded from the evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2023. The operations of the Acquired Business were excluded from the evaluation of the effectiveness of our disclosure controls and procedures only for the period (not beyond one year from the date of acquisition) and extent to which the operations had not yet been integrated into our existing control environment. The Acquired Business represented approximately 2.4% of our total assets (excluding goodwill and intangible assets) as of March 31, 2023. The Acquired Business represented approximately 3.0% of our total revenue for the three months ended March 31, 2023.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended March 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth under Note 14, Commitments and Contingencies to our condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report, is incorporated herein by reference.

Item 1A. Risk Factors

Other than the risk factors below, there have been no material changes to the risk factors disclosed in Part I, Item 1A, "Risk Factors" in our 2022 Annual Report. Our business, operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, "Risk Factors" in our 2022 Annual Report, which could materially adversely affect our business, results of operations, financial condition, and the trading price of our Class A Common Stock. You should carefully read and consider the risks and uncertainties described below as well as those included in our 2022 Annual Report, together with all of the other information in our 2022 Annual Report and this Quarterly Report and other documents that we file with the U.S. Securities and Exchange Commission. The risks and uncertainties described in our 2022 Annual Report and this Quarterly Report may not be the only ones we face.

Our 2022 Annual Report includes a detailed discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in the 2022 Annual Report.

Risks Related to Ownership of our Class A Common Stock

If we fail to regain compliance with the continued listing requirements of Nasdaq, our common stock may be delisted and the price and liquidity of our common stock may be negatively impacted.

On April 27, 2023, we received a written notification from the Listing Qualifications Department of the NASDAQ Stock Market LLC, notifying us that the closing bid price for our common stock had been below the minimum $1.00 per share for 30 consecutive business days, and that we were not in compliance with the minimum bid price requirement for continued listing under Nasdaq. In accordance with Nasdaq Listing Rules, we were provided an initial period of 180 calendar days from the date of notification, or until October 24, 2023, to regain compliance with the bid price requirement.

We intend to monitor the closing bid price of our common stock and assess potential actions to regain compliance with the Nasdaq Listing Rules, which may include a reverse stock split. On April 24, 2023, we filed a definitive proxy statement for our annual meeting of stockholders to be held on May 23, 2023, which included a proposal to amend the Company’s amended and restated certificate of incorporation to effect a reverse stock split of our common stock at a reverse stock split ratio ranging from 1:5 to 1:20, and to authorize our board of directors to determine, at its discretion, the timing of the amendment and the specific ratio of the reverse stock split. There can be no assurance that stockholders will approve the reverse stock split proposal at the annual meeting of stockholders, that a reverse stock split, if implemented, will increase the market price of our common stock in proportion to the reduction in the number of shares of our common stock outstanding before the reverse stock split or, even if it does, that such price will be maintained for any period of time.

If we are unable to meet the continued listing requirements under Nasdaq, our common stock could be delisted, and any such delisting could have an adverse effect on the market price of, and efficiency of the trading market for, our common stock, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and less coverage of us by securities analysts. In addition, without a Nasdaq market listing, stockholders may have a difficult time getting a quote for the sale or purchase of our common stock, the sale or purchase of our stock would likely be made more difficult and the trading volume and liquidity of our common stock could decline. Delisting from Nasdaq could also result in negative publicity, potential loss of confidence by employees, loss of institutional investor interest, fewer business development opportunities and make it more difficult for us to raise additional capital. Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our common stock and the ability of our stockholders to sell our common stock in the secondary market. We cannot assure you that our common stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the counter quotation system.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The documents listed in the Exhibit Index of this Quarterly Report are herein incorporated by reference or are filed with this Quarterly Report, in each case as indicated herein.

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Exhibit Index

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Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File Number

Date

Exhibit

Filed/Furnished Herewith

3.1

Amended and Restated Certificate of Incorporation of the Company.

8-K

001-41130

12/9/21

3.1

3.2

Amended and Restated Bylaws of the Company.

8-K

001-41130

12/9/21

3.2

10.1#

Amended and Restated Offer Letter, dated February 6, 2023, between Vacasa LLC and John Banczak

*

31.1

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*

31.2

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

*

Filed herewith.

**

Furnished herewith.

#

Indicates management contract or compensatory plan.

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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 thereunto duly authorized.

						Vacasa, Inc.
						(Registrant)
May 9, 2023						By:			/s/ Robert Greyber
(Date)						Name:			Robert Greyber
						Title:			Chief Executive Officer
									(Principal Executive Officer)

May 9, 2023						By:			/s/ Jamie Cohen
(Date)						Name:			Jamie Cohen
						Title:			Chief Financial Officer
									(Principal Financial Officer)

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