VCSA.Vacasa, INC
10-K/A: Vacasa Files Amendment to 10-K to Include Omitted Information on Directors, Executive Compensation, and Related Matters
Sentiment:
Form 10-K/A (Amendment No. 1)
Vacasa, Inc. files an amendment to its 2024 Annual Report on Form 10-K to include previously omitted information regarding directors, executive officers, compensation, and related items.
Summary
- Vacasa, Inc. has filed an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
- The amendment includes information required by Items 10 through 14 of Part III of Form 10-K, which were previously omitted from the original report.
- The amendment also includes the signature page, certifications required of the principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002, and Item 15 of Part IV of Form 10-K.
- The original report was filed with the SEC on March 13, 2025.
- As of April 15, 2025, there were 20,432,518 shares of Class A Common Stock outstanding, 2,119,723 shares of Class B Common Stock outstanding, and 316,666 shares of Class G Common Stock outstanding.
- The aggregate market value of the Class A common stock held by non-affiliates of the registrant, based upon the closing price of a share of the registrant's common stock on June 28, 2024, was $53,290,852.
Sentiment
Score: 5
Explanation: The document is a routine regulatory filing, so the sentiment is neutral.
Future Outlook
The document does not reflect events occurring after the filing of the Original Report and does not modify or update the disclosures contained in the Original Report.
Industry Context
This filing is a routine amendment to include information previously omitted, and does not directly reflect on broader industry trends.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Interim Chief Financial Officer | Bruce Schuman | William Atkins | March 2025 | Bruce Schuman's employment with the Company ended, effective March 14, 2025. |
| Former Chief Financial Officer | Bruce Schuman | NA | March 14, 2025 | Employment with the Company ended. |
| Former Chief Operating Officer | John Banczak | NA | March 31, 2024 | Employment with the Company ended. |
Related Party Transactions
- Vacasa Holdings has entered into homeowner property management agreements with Eric Breon, a former member of our Board, and John Banczak, our former Chief Operating Officer, to manage certain of their respective vacation rental properties.
- The aggregate rental income earned by each individual pursuant to these agreements for the years ended December 31, 2024 and December 31, 2023 was, for Mr. Breon, approximately $1.1 million and $1.3 million, respectively, and for Mr. Banczak, approximately $160,000 and $124,000, respectively.
- During 2020, the Company entered into an agreement with Silver Lake Management Company V, L.L.C. (SLMC), an affiliate of Silver Lake Group, L.L.C., a beneficial owner of the Company, under which the Company will reimburse SLMC for certain services performed on behalf of the Company (the 'Services Agreement').
- The amounts paid to SLMC and its affiliates under the Services Agreement did not exceed $120,000 in either 2023 or 2024.
Key Dates
| Date | Description |
|---|---|
| March 7, 2021 | Contribution Agreement by and among TurnKey Vacation Rentals, Inc., Turnkey Vacations, Inc. and Vacasa Holdings LLC. |
| July 28, 2021 | Business Combination Agreement date by and among TPG Pace Solutions Corp., TK Newco, Vacasa Holdings LLC, and certain other parties named therein. |
| December 6, 2021 | Consummation of the Business Combination. |
| December 8, 2021 | Amendment No. 1 to the Credit Agreement, dated as of October 7, 2021, by and among Vacasa Holdings LLC, V-Revolver Sub LLC, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. |
| August 22, 2022 | Offer Letter between Vacasa LLC and Robert Greyber. |
| September 6, 2022 | Change in Control and Retention Agreement between Vacasa LLC and Robert Greyber. |
| May 3, 2023 | Transition Agreement between Vacasa LLC and Jamie Cohen. |
| May 23, 2023 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Vacasa, Inc. |
| June 7, 2023 | Director Designation Agreements between Vacasa, Inc. and the Silver Lake Stockholders, the Riverwood Stockholders, the Level Equity Stockholders, and the EB Stockholders. |
| June 20, 2023 | Amendment No. 2 to the Credit Agreement, dated June 20, 2023, between Vacasa Holdings LLC, V-Revolver Sub LLC, and JPMorgan Chase Bank, N.A. |
| October 2, 2023 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Vacasa, Inc. |
| October 6, 2023 | Supplement No. 1 to the Collateral Agreement, dated as of December 6, 2021, by and among Vacasa Holdings LLC, V-Revolver Sub LLC, the other grantors party thereto, and JPMorgan Chase Bank, N.A., as Collateral Agent. |
| February 24, 2024 | Transition Agreement between Vacasa LLC and John Banczak. |
| August 7, 2024 | Note Purchase Agreement among Vacasa, Inc., Vacasa Holdings LLC, V-Revolver Sub LLC, the purchasers party thereto and Acquiom Agency Services LLC. |
| August 7, 2024 | Amended and Restated Registration Rights Agreement, dated as of August 7, 2024, among Vacasa, Inc., a Delaware corporation, and each of the Holders party thereto |
| October 25, 2024 | Amendment No. 1, dated as of October 25, 2024, to the Note Purchase Agreement, dated as of August 7, 2024, among Vacasa Holdings LLC, V-Revolver Sub LLC, each purchaser party thereto and Acquiom Agency Services LLC, as administrative agent and collateral agent. |
| December 30, 2024 | Agreement and Plan of Merger, dated as of December 30, 2024, by and among Vacasa, Inc., Vacasa Holdings LLC, Casago Holdings, LLC, Vista Merger Sub II Inc. and Vista Merger Sub LLC |
| December 30, 2024 | Amendment No. 4 to Revolving Credit Agreement, dated as of December 30, 2024, by and between Vacasa Holdings LLC, V-Revolver Sub LLC, each lender party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and issuing bank. |
| March 12, 2025 | Transition Agreement, dated March 12, 2025, between Vacasa LLC and Bruce Schuman. |
| April 14, 2025 | The Company delivered a Major Transaction Notice (as defined in the Note Purchase Agreement) to the Purchaser for the full redemption of the Convertible Notes upon the closing of the Mergers. |
| April 15, 2025 | Beneficial ownership of our voting shares as of April 15, 2025. |
| April 30, 2025 | Date of certifications of Principal Executive Officer and Principal Financial Officer. |
Keywords
Form 10-K, amendment, directors, executive compensation, corporate governance, Vacasa
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