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Hyatt Hotels (H) director reports Class B ownership changes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Hyatt Hotels Corp insider Thomas J. Pritzker, Executive Chairman, director and member of a 10% owner group, reported changes in his beneficial ownership of Class B Common Stock as of 01/01/2026 on a Form 4 filing. The filing notes that each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock and also converts automatically to Class A upon most transfers. A transaction dated 01/01/2026 with transaction code "G" involved 7,857,587 derivative securities tied to 7,857,587 shares of Class A Common Stock at a price of $0, after which 9,474,171 such derivative securities were beneficially owned indirectly. The filing also details additional direct and indirect holdings through several limited liability companies and trusts, including positions referencing 50,963 and 11,338,027 underlying shares of Class A Common Stock, and explains that Pritzker may be deemed to beneficially own these interests while disclaiming beneficial ownership beyond his pecuniary interest.

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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Pritzker Thomas

(Last) (First) (Middle)
150 NORTH RIVERSIDE PLAZA, SUITE 3300

(Street)
CHICAGO, IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hyatt Hotels Corp [ H ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 01/01/2026 G 7,857,587 (1) (1) Class A Common Stock 7,857,587 $0 9,474,171(2) I See Footnote(3)
Class B Common Stock (1) (1) (1) Class A Common Stock 50,963 50,963 D
Class B Common Stock (1) (1) (1) Class A Common Stock 11,338,027 11,338,027 I See Footnote(4)
Class B Common Stock (1) (1) (1) Class A Common Stock 3,413 3,413 I See Footnote(5)
Class B Common Stock (1) (1) (1) Class A Common Stock 5,971 5,971 I See Footnote(6)
Class B Common Stock (1) (1) (1) Class A Common Stock 5,971 5,971 I See Footnote(7)
Explanation of Responses:
1. As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation.
2. Includes 1,616,584 shares of Class B Common Stock previously reported as indirectly held by the Reporting Person that were transferred by certain trusts for which Maroon Private Trust Company, LLC serves as trustee on January 1, 2026.
3. Represents shares of Class B Common Stock held of record by 1902 Capital, LLC, a manager-managed limited liability company managed by a limited liability company controlled by the Reporting Person, and in such capacity, the Reporting Person may, for purposes hereof, be deemed to beneficially own such shares.
4. Represents shares of Class B Common Stock held of record by THHC, L.L.C. and previously reported as indirectly held by the Reporting Person. As of January 1, 2026, THHC, L.L.C. is a manager-managed limited liability company managed by a limited liability company controlled by the Reporting Person, and in such capacity, the Reporting Person may, for purposes hereof, be deemed to beneficially own such shares.
5. Represents shares of Class B Common Stock previously reported as indirectly held by the Reporting Person and held by JNP ECI Investments, LLC, a manager-managed limited liability company wholly owned by a trust for which Maroon Private Trust Company, LLC serves as trustee. Maroon Private Trust Company, LLC is a manager-managed limited liability company, the sole member of which is Maroon Trust. The Reporting Person is the trustee of Maroon Trust and in such capacity may, for the purposes hereof, be deemed to beneficially own the shares held by JNP ECI Investments, LLC.
6. Represents shares of Class B Common Stock previously reported as indirectly held by the Reporting Person and held by BTP ECI Investments, LLC, a manager-managed limited liability company wholly owned by a trust for which Maroon Private Trust Company, LLC serves as trustee. Maroon Private Trust Company, LLC is a manager-managed limited liability company, the sole member of which is Maroon Trust. The Reporting Person is the trustee of Maroon Trust and in such capacity may, for the purposes hereof, be deemed to beneficially own the shares held by BTP ECI Investments, LLC.
7. Represents shares of Class B Common Stock previously reported as indirectly held by the Reporting Person and held by DTP ECI Investments, LLC, a manager-managed limited liability company wholly owned by a trust for which Maroon Private Trust Company, LLC serves as trustee. Maroon Private Trust Company, LLC is a manager-managed limited liability company, the sole member of which is Maroon Trust. The Reporting Person is the trustee of Maroon Trust and in such capacity may, for the purposes hereof, be deemed to beneficially own the shares held by DTP ECI Investments, LLC.
Remarks:
Executive Chairman of Board of Directors. Member of 10% owner group. The Reporting Person may be deemed to be a member of a group because the Reporting Person has agreed to certain voting agreements and limitations on transfers of shares of Class A Common Stock and Class B Common Stock. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
/s/ Thomas J. Pritzker 01/02/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity at Hyatt Hotels Corp (H) is reported in this Form 4?

The Form 4 reports that Thomas J. Pritzker, Executive Chairman, director and member of a 10% owner group, recorded changes in his beneficial ownership of Class B Common Stock, including a 01/01/2026 transaction and updated direct and indirect holdings linked to Class A Common Stock.

When did the earliest reported transaction for Thomas J. Pritzker occur?

The earliest reported transaction in this filing occurred on 01/01/2026, as shown in the transaction date field and referenced in the explanation of responses regarding transfers involving certain trusts.

How are Hyatt Hotels Corp Class B shares treated in relation to Class A shares?

The filing explains that each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock, and that each Class B share will also convert automatically into one Class A share upon any transfer, except for certain permitted transfers described in the company’s Amended and Restated Certificate of Incorporation.

What was the size of the Class B-related transaction reported on 01/01/2026?

The 01/01/2026 transaction, coded "G" in the form, involved 7,857,587 derivative securities related to 7,857,587 shares of Class A Common Stock at a stated price of $0, with 9,474,171 such derivative securities beneficially owned indirectly after the transaction.

What other significant indirect holdings are reported for Thomas J. Pritzker?

The filing lists indirect holdings of Class B Common Stock through entities such as 1902 Capital, LLC and THHC, L.L.C., with amounts tied to 11,338,027 shares of Class A Common Stock, as well as smaller positions of 3,413 and 5,971 shares (two separate entries) held through various investment LLCs associated with trusts.

How does Thomas J. Pritzker describe his beneficial ownership of these Hyatt shares?

The remarks state that the Reporting Person "disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein," and that he may be deemed part of a group due to voting agreements and transfer limitations on Class A and Class B Common Stock.

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