SCHEDULE 13D/A 0000902664-24-003017 0001595082 XXXXXXXX LIVE 5 Class A common stock, par value $0.00001 per share 03/14/2025 true 0001874944 91854V206 Vacasa, Inc.

850 NW 13TH AVENUE PORTLAND OR 097209

Shulamit Leviant, Esq. 212-446-4053 Davidson Kempner Capital Management LP 520 Madison Avenue, 30th Floor New York NY 10022 Ele Klein & Adriana Schwartz ###-##-#### Schulte Roth & Zabel LLP 919 Third Avenue New York NY 10022 0001336624 N M.H. Davidson & Co. b WC N NY 0.00 555.00 0.00 555.00 555.00 N 0 PN 0001981303 N Davidson Kempner Opportunistic Credit LP b WC N E9 0.00 71559.00 0.00 71559.00 71559.00 N 0.45 PN 0002015526 N DKOF VI Trading Subsidiary LP b WC N E9 0.00 1270442.00 0.00 1270442.00 1270442.00 N 8.01 PN 0002033017 N DK VCSA Lender LLC b WC OO N DE 0.00 12523352.00 0.00 12523352.00 12523352.00 N 19.99 OO Includes 12,348,527 shares of Class A Common Stock issuable upon conversion of Notes (including 4,807,692 shares of Class A Common Stock issuable upon conversion of the DK Option Notes. The conversion of the Notes reported herein is subject to (i) prior to receipt of Stockholder, the change of control provisions of the Revolving Credit Agreement, NASDAQ Listing Standard Rule 5635(b) and NASDAQ Listing Standard Rule 5635(d); and (ii) after receipt of Stockholder Approval, the change of control provisions of the Revolving Credit Agreement (the "Change of Control Rules"), and the percentage set forth in row (13) gives effect to clause (i) of the definition of the Change of Control Rules. However, rows (8), (10) and (11) show the number shares of Common Stock that would be issuable upon the conversion of the Notes in full and does not give effect to the Change of Control Rules. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Change of Control Rules, is less than the number of securities reported in rows (8), (10) and (11). The beneficial ownership percentage of such Reporting Person without giving effect to the Change of Control Rules is 44.40%. 0001595082 N Davidson Kempner Capital Management LP b AF N DE 0.00 13865908.00 0.00 13865908.00 13865908.00 N 19.99 OO Includes 12,348,527 shares of Class A Common Stock issuable upon conversion of Notes (including 4,807,692 shares of Class A Common Stock issuable upon conversion of the DK Option Notes. The conversion of the Notes reported herein is subject to the Change of Control Rules, and the percentage set forth in row (13) gives effect to clause (i) of the definition of the Change of Control Rules. However, rows (8), (10) and (11) show the number shares of Common Stock that would be issuable upon the conversion of the Notes in full and does not give effect to the Change of Control Rules. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Change of Control Rules, is less than the number of securities reported in rows (8), (10) and (11). The beneficial ownership percentage of such Reporting Person without giving effect to the Change of Control Rules is 49.16%. 0001308274 N Anthony A. Yoseloff b AF N X1 0.00 13865908.00 0.00 13865908.00 13865908.00 N 19.99 IN Includes 12,348,527 shares of Class A Common Stock issuable upon conversion of Notes (including 4,807,692 shares of Class A Common Stock issuable upon conversion of the DK Option Notes. The conversion of the Notes reported herein is subject to the Change of Control Rules, and the percentage set forth in row (13) gives effect to clause (i) of the definition of the Change of Control Rules. However, rows (8), (10) and (11) show the number shares of Common Stock that would be issuable upon the conversion of the Notes in full and does not give effect to the Change of Control Rules. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Change of Control Rules, is less than the number of securities reported in rows (8), (10) and (11). The beneficial ownership percentage of such Reporting Person without giving effect to the Change of Control Rules is 49.16%. Class A common stock, par value $0.00001 per share Vacasa, Inc. 850 NW 13TH AVENUE PORTLAND OR 097209 This Amendment No. 5 ("Amendment No. 5") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on April 22, 2024 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"). This Amendment No. 5 supplements Items 4 and 7 and amends and restates Item 5(a) and (b) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D. As reported in Amendment No. 2 to the Schedule 13D, on February 3, 2025, DK submitted to the Special Committee a letter (the "Initial Offer") setting forth a non-binding offer to acquire all of the outstanding share capital of the Issuer not owned by DK. The Initial Offer was improved, as reported in Amendment No. 3 to the Schedule 13D filed on March 3, 2025, removing the credit agreement amendment condition contained in the Initial Offer, and as reported in Amendment No. 4 to the Schedule 13D filed on March 12, 2025, outlining a proposed efficient two-step transaction structure, which (i) aligned the estimated transaction closing date for the proposed DK transaction with the existing Casago agreement, (ii) reduced the minimum liquidity threshold by 33%, and (iii) provided the ability to obtain interim funding between the signing and closing period for the proposed DK transaction (the "Further Updated Offer"). On March 14, 2025, DK sent a letter to the Special Committee (the "Second Further Updated Offer") further enhancing the terms of the Further Updated Offer by increasing the cash consideration purchase price to $5.75 per share. A copy of the Second Further Updated Offer is filed as Exhibit 99.10 to this Amendment No. 5, and the information set forth in the Second Further Updated Offer is incorporated by reference herein. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Class A Common Stock and percentages of the shares of Class A Common Stock beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon an aggregate of 15,856,348 shares of Class A Common Stock outstanding as of March 10, 2025, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission on March 13, 2025, and assumes the conversion of Notes held by the Reporting Persons, subject, except as otherwise noted, to the Change of Control Rules. See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Class A Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. Exhibit 99.10: Offer Letter, dated March 14, 2025, from Davidson Kempner to the Special Committee of the Board. M.H. Davidson & Co. /s/ Anthony A. Yoseloff 03/14/2025 Davidson Kempner Opportunistic Credit LP /s/ Anthony A. Yoseloff 03/14/2025 DKOF VI Trading Subsidiary LP /s/ Anthony A. Yoseloff 03/14/2025 DK VCSA Lender LLC /s/ Anthony A. Yoseloff 03/14/2025 Davidson Kempner Capital Management LP /s/ Anthony A. Yoseloff 03/14/2025 Anthony A. Yoseloff /s/ Anthony A. Yoseloff 03/14/2025