Hyatt Hotels Corp - Jun 17, 2025 Form 4 Insider Report for Playa Hotels & Resorts N.V. (PLYA)

Role: 10%+ Owner
Signature: Hyatt Hotels Corporation, /s/ Margaret C. Egan, Executive Vice President, General Counsel and Secretary
Stock symbol: PLYA
Transactions as of: Jun 17, 2025
Transactions value $: $14,781,299
Form type: 4
Date filed: 6/20/2025, 04:30 PM
Previous filing: Jun 16, 2025
SEC: View on sec.gov

Reporting Owners (5)

Name	Relationship	Address	Signature	Signature date	CIK
Hyatt Hotels Corp	10%+ Owner	C/O HYATT HOTELS CORPORATION, 150 NORTH RIVERSIDE PLAZA, 8TH FLOOR, CHICAGO,	Hyatt Hotels Corporation, /s/ Margaret C. Egan, Executive Vice President, General Counsel and Secretary	2025-06-20	0001468174
AIC Holding Co.	10%+ Owner	C/O HYATT HOTELS CORPORATION, 150 NORTH RIVERSIDE PLAZA, 8TH FLOOR, CHICAGO,	AIC Holding Co, /s/ Margaret C. Egan, as Attorney-in-Fact	2025-06-20	0001701356
HYATT INTERNATIONAL CORP	10%+ Owner	C/O HYATT HOTELS CORPORATION, 150 NORTH RIVERSIDE PLAZA, 8TH FLOOR, CHICAGO,	Hyatt International Corporation, /s/ Margaret C. Egan, Executive Vice President and Secretary	2025-06-20	0000313137
Hyatt International Holdings Co.	10%+ Owner	C/O HYATT HOTELS CORPORATION, 150 NORTH RIVERSIDE PLAZA, 8TH FLOOR, CHICAGO,	Hyatt International Holdings Co., /s/ Margaret C. Egan, as Attorney-in-Fact	2025-06-20	0001701349
HI Holdings Playa B.V.	10%+ Owner	C/O HYATT HOTELS CORPORATION, 150 NORTH RIVERSIDE PLAZA, 8TH FLOOR, CHICAGO,	HI Holdings Playa B.V., /s/ Margaret C. Egan, as Attorney-in-Fact	2025-06-20	0001700878

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PLYA	Ordinary Shares	Purchase	$14.8M	+1.09M		$13.50	0	Jun 17, 2025	See Footnote	F1, F2

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

Hyatt Hotels Corp is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	The Ordinary Shares reported herein were held of record by HI Holdings Playa B.V., which is a wholly owned subsidiary of Hyatt International Holdings Co., which is a wholly owned subsidiary of Hyatt International Corporation, which is a wholly owned subsidiary of AIC Holding Co., which is a wholly owned subsidiary of Hyatt Hotels Corporation. Each of Hyatt Hotels Corporation, AIC Holding Co., Hyatt International Corporation and Hyatt International Holdings Co. may be deemed to share beneficial ownership of the securities reported herein.
F2	Pursuant to the Purchase Agreement dated February 9, 2025, by and between the Issuer, Hyatt Hotels Corporation and its subsidiary, HI Holdings Playa B.V., and as part of the consummation of the Back-End Transaction (as defined in the Purchase Agreement), on June 17, 2025, the Issuer merged with and into Playa Hotels & Resorts Merger Sub B.V., with Playa Hotels & Resorts New TopCo B.V. ("New TopCo") allotting class A shares of New TopCo to the Issuer's shareholders (other than the Reporting Persons) and class B shares of New TopCo to the Reporting Persons in accordance with the terms of the Purchase Agreement (the "Triangular Merger"). Prior to consummation of the Triangular Merger, the Issuer, in its capacity as sole shareholder of New TopCo, effectuated the cancellation of all outstanding New TopCo A Shares. No Ordinary Shares of the Issuer remain outstanding following this transaction.

Content

The Ordinary Shares reported herein were held of record by HI Holdings Playa B.V., which is a wholly owned subsidiary of Hyatt International Holdings Co., which is a wholly owned subsidiary of Hyatt International Corporation, which is a wholly owned subsidiary of AIC Holding Co., which is a wholly owned subsidiary of Hyatt Hotels Corporation. Each of Hyatt Hotels Corporation, AIC Holding Co., Hyatt International Corporation and Hyatt International Holdings Co. may be deemed to share beneficial ownership of the securities reported herein.

Pursuant to the Purchase Agreement dated February 9, 2025, by and between the Issuer, Hyatt Hotels Corporation and its subsidiary, HI Holdings Playa B.V., and as part of the consummation of the Back-End Transaction (as defined in the Purchase Agreement), on June 17, 2025, the Issuer merged with and into Playa Hotels & Resorts Merger Sub B.V., with Playa Hotels & Resorts New TopCo B.V. ("New TopCo") allotting class A shares of New TopCo to the Issuer's shareholders (other than the Reporting Persons) and class B shares of New TopCo to the Reporting Persons in accordance with the terms of the Purchase Agreement (the "Triangular Merger"). Prior to consummation of the Triangular Merger, the Issuer, in its capacity as sole shareholder of New TopCo, effectuated the cancellation of all outstanding New TopCo A Shares. No Ordinary Shares of the Issuer remain outstanding following this transaction.