Maria M. Miller - Jun 11, 2025 Form 4 Insider Report for Playa Hotels & Resorts N.V. (PLYA)

Role: Director
Signature: /s/ Dayna Blank, as Attorney-in-Fact
Stock symbol: PLYA
Transactions as of: Jun 11, 2025
Transactions value $: -$629,330
Form type: 4
Date filed: 6/12/2025, 06:14 PM
Previous filing: Jan 21, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
MILLER MARIA M	Director	C/O PLAYA HOTELS & RESORTS N.V., 3950 UNIVERSITY DRIVE, SUITE 301, FAIRFAX	/s/ Dayna Blank, as Attorney-in-Fact	2025-06-12	0001066039

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PLYA	Ordinary Shares	Disposition pursuant to a tender of shares in a change of control transaction	-$629K	-46.6K	-83.43%	$13.50	9.26K	Jun 11, 2025	Direct	F1
transaction	PLYA	Ordinary Shares	Disposed to Issuer		-9.26K	-100%		0	Jun 11, 2025	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Maria M. Miller is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On February 9, 2025, Playa Hotels & Resorts N.V. (the "Issuer") entered into a purchase agreement with Hyatt Hotels Corporation ("Hyatt") and its subsidiary, HI Holdings Playa B.V. (the "Buyer"), which was subsequently amended on May 16, 2025 (as amended to date, the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, the Buyer commenced a tender offer for all the issued and outstanding ordinary shares, par value EUR 0.10 per share ("Shares"), of the Issuer (the "Offer"), and, on June 11, 2025 (the "Acceptance Time"), the Buyer accepted all of the Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time, including the Shares tendered by the reporting person, in exchange for a cash payment equal to $13.50 per Share, without interest and less applicable withholding taxes (the "Offer Consideration"), which Offer Consideration will be paid as soon as practicable following the Acceptance Time (the "Closing").
F2	Represents restricted ordinary shares subject to time-based vesting conditions granted to the reporting person. Pursuant to the Purchase Agreement, at the Closing, each restricted ordinary share held by continuing employees of the Issuer (including the reporting person) was assumed by Hyatt or Buyer and exchanged for a corresponding award of restricted stock units covering a number of shares of Hyatt shares (rounded up to the nearest whole number of shares) equal to the product obtained by multiplying (i) the number of ordinary shares underlying each restricted ordinary share as of immediately prior to the Closing by (ii) the Exchange Ratio of 0.101879.

Content

On February 9, 2025, Playa Hotels & Resorts N.V. (the "Issuer") entered into a purchase agreement with Hyatt Hotels Corporation ("Hyatt") and its subsidiary, HI Holdings Playa B.V. (the "Buyer"), which was subsequently amended on May 16, 2025 (as amended to date, the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, the Buyer commenced a tender offer for all the issued and outstanding ordinary shares, par value EUR 0.10 per share ("Shares"), of the Issuer (the "Offer"), and, on June 11, 2025 (the "Acceptance Time"), the Buyer accepted all of the Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time, including the Shares tendered by the reporting person, in exchange for a cash payment equal to $13.50 per Share, without interest and less applicable withholding taxes (the "Offer Consideration"), which Offer Consideration will be paid as soon as practicable following the Acceptance Time (the "Closing").

Represents restricted ordinary shares subject to time-based vesting conditions granted to the reporting person. Pursuant to the Purchase Agreement, at the Closing, each restricted ordinary share held by continuing employees of the Issuer (including the reporting person) was assumed by Hyatt or Buyer and exchanged for a corresponding award of restricted stock units covering a number of shares of Hyatt shares (rounded up to the nearest whole number of shares) equal to the product obtained by multiplying (i) the number of ordinary shares underlying each restricted ordinary share as of immediately prior to the Closing by (ii) the Exchange Ratio of 0.101879.