STOCK TITAN

Pritzker group keeps control of Hyatt (NYSE: H) after large share sales

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Pritzker-affiliated trusts updated their Hyatt Hotels ownership in an Amendment No. 10 to Schedule 13D after recent stock transactions. The filing details a January 2025 donation of 19,001 Class B shares that converted into Class A, a May 2025 block sale of 364,620 Class B shares at $132.75 per share for $48,403,305, and an April 2026 block sale of 291,696 Class B shares at $167.75 per share for $48,932,004, each automatically converting into Class A upon sale. As of March 23, 2026 (as adjusted), the reporting persons beneficially own 1,289,059 Class B shares, representing 1.4% of Hyatt’s total common stock and 2.3% of its total voting power. The broader Pritzker Family Group is reported to hold 50,560,412 Class B shares (and related Class A equivalents), representing 54.5% of common shares and 88.9% of voting power, maintaining effective control of Hyatt.

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Insights

Pritzker group discloses large Hyatt share sales but retains clear voting control.

The Amendment No. 10 shows Pritzker-related trusts executed sizeable block trades in Hyatt stock while updating detailed ownership data. A May 2025 sale of 364,620 Class B shares at $132.75 per share and an April 2026 sale of 291,696 Class B shares at $167.75 per share both converted into Class A under Hyatt’s dual-class structure.

After these moves, the reporting persons together hold 1,289,059 Class B shares, equal to 1.4% of common stock and 2.3% of total voting power as of March 23, 2026, as adjusted. More importantly, the wider Pritzker Family Group is disclosed as beneficially owning 50,560,412 Class B shares, equal to 95.7% of Class B and 88.9% of total voting power, keeping firm control.

The filing clarifies how Class B carries ten votes per share and converts 1-for-1 into Class A, and it maps roles of entities like Robin Road Trust Company LLC and TAWANI Enterprises, Inc. Future company filings may refine this picture as additional conversions or sales occur.

May 2025 block sale 364,620 shares at $132.75/share Class B shares sold May 14, 2025; aggregate price $48,403,305
April 2026 block sale 291,696 shares at $167.75/share Class B shares sold April 17, 2026; aggregate price $48,932,004
Reporting persons’ Class B holdings 1,289,059 shares Represents 1.4% of Hyatt common stock as of March 23, 2026, as adjusted
Reporting persons’ voting power 2.3% of total votes Voting power in Hyatt common stock as of March 23, 2026, as adjusted
Pritzker Family Group Class B stake 50,560,412 shares Represents 95.7% of Class B outstanding, assuming no further conversions
Pritzker Family Group voting power 88.9% of total votes Total voting power in Hyatt common stock as of March 23, 2026, as adjusted
Common shares outstanding 94,139,969 shares Hyatt common stock outstanding as of March 23, 2026, as adjusted
Donation conversion 19,001 shares Class B shares donated January 30, 2025, converted 1-for-1 into Class A
Schedule 13D regulatory
"This Amendment No. 10 to ("Amendment No. 10") amends and supplements the originally filed by the Reporting Persons"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Class B Common Stock financial
"Represents shares of the Issuer's Class A Common Stock issuable upon conversion of shares of the Issuer's Class B Common Stock."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
beneficial owners financial
"the Reporting Persons in the aggregate may be deemed to be the beneficial owners of 1,289,059 shares of Class B Common Stock"
Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.
block trade financial
"sold an aggregate of 364,620 shares of Class B Common Stock in a block trade with a broker-dealer"
A block trade is a large, privately arranged sale or purchase of a company's shares or bonds between big investors, often negotiated to avoid upsetting the public market price. Think of it like selling a truckload of goods directly to one buyer instead of unloading it on a busy street — it moves a lot of supply at once and can signal shifting demand, affect immediate liquidity, and influence short-term stock prices.
voting power financial
"represents 1.4% of the total number of shares of Common Stock outstanding and 2.3% of the total voting power of the shares of Common Stock outstanding"
Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.
dual-class structure financial
"each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share."
A dual-class structure is a way companies organize their ownership by creating two types of shares: one that gives shareholders more voting power and another with less or no voting rights. This approach allows certain shareholders, often company founders or insiders, to maintain control even if they own a smaller portion of the total shares. For investors, it matters because it can influence how much influence they have over company decisions and how the company's leadership is held accountable.





448579102

(CUSIP Number)
C. Birkeland & A. Berlin
Latham & Watkins LLP, 330 N. Wabash Avenue, Suite 2800
Chicago, IL, 60611
312-876-7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/17/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents shares of the Issuer's Class A Common Stock, $0.01 par value per share (the "Class A Common Stock"), issuable upon conversion of shares of the Issuer's Class B Common Stock, $0.01 par value per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"). As provided in the Issuer's Amended and Restated Certificate of Incorporation (the "Charter"), 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. The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the Schedule 13D), which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a "group," within the meaning of Section 13(d)(3) of the Act (as defined in the Schedule 13D), comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership. All references to the number of shares outstanding are as of March 23, 2026, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 2, 2026, as adjusted to account for (i) the conversion of an aggregate 8,970 shares of Class B Common Stock into 8,970 shares of Class A Common Stock in connection with sales by a certain Separately Filing Group Member on April 16, 2026 and (ii) the conversion of an aggregate 291,696 shares of Class B Common Stock into 291,696 shares of Class A Common Stock in connection with sales by the Reporting Persons on April 17, 2026. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 94,139,969 shares of Common Stock outstanding as of March 23, 2026, as adjusted.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents shares of the Issuer's Class A Common Stock issuable upon conversion of shares of the Issuer's Class B Common Stock. As provided in the Charter, 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. The Reporting Person is party to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a "group," within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership. All references to the number of shares outstanding are as of March 23, 2026, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 2, 2026, as adjusted to account for (i) the conversion of an aggregate 8,970 shares of Class B Common Stock into 8,970 shares of Class A Common Stock in connection with sales by a certain Separately Filing Group Member on April 16, 2026 and (ii) the conversion of an aggregate 291,696 shares of Class B Common Stock into 291,696 shares of Class A Common Stock in connection with sales by the Reporting Persons on April 17, 2026. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 94,139,969 shares of Common Stock outstanding as of March 23, 2026, as adjusted.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents shares of the Issuer's Class A Common Stock issuable upon conversion of shares of the Issuer's Class B Common Stock. As provided in the Charter, 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. The Reporting Person is party to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a "group," within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership. All references to the number of shares outstanding are as of March 23, 2026, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 2, 2026, as adjusted to account for (i) the conversion of an aggregate 8,970 shares of Class B Common Stock into 8,970 shares of Class A Common Stock in connection with sales by a certain Separately Filing Group Member on April 16, 2026 and (ii) the conversion of an aggregate 291,696 shares of Class B Common Stock into 291,696 shares of Class A Common Stock in connection with sales by the Reporting Persons on April 17, 2026. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 94,139,969 shares of Common Stock outstanding as of March 23, 2026, as adjusted.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents shares of the Issuer's Class A Common Stock issuable upon conversion of shares of the Issuer's Class B Common Stock. As provided in the Charter, 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. The Reporting Person is party to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a "group," within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership. All references to the number of shares outstanding are as of March 23, 2026, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 2, 2026, as adjusted to account for (i) the conversion of an aggregate 8,970 shares of Class B Common Stock into 8,970 shares of Class A Common Stock in connection with sales by a certain Separately Filing Group Member on April 16, 2026 and (ii) the conversion of an aggregate 291,696 shares of Class B Common Stock into 291,696 shares of Class A Common Stock in connection with sales by the Reporting Persons on April 17, 2026. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 94,139,969 shares of Common Stock outstanding as of March 23, 2026, as adjusted.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents shares of the Issuer's Class A Common Stock issuable upon conversion of shares of the Issuer's Class B Common Stock. As provided in the Charter, 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. The Reporting Person is party to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a "group," within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership. All references to the number of shares outstanding are as of March 23, 2026, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 2, 2026, as adjusted to account for (i) the conversion of an aggregate 8,970 shares of Class B Common Stock into 8,970 shares of Class A Common Stock in connection with sales by a certain Separately Filing Group Member on April 16, 2026 and (ii) the conversion of an aggregate 291,696 shares of Class B Common Stock into 291,696 shares of Class A Common Stock in connection with sales by the Reporting Persons on April 17, 2026. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 94,139,969 shares of Common Stock outstanding as of March 23, 2026, as adjusted.


SCHEDULE 13D


Robin Road Trust Company LLC, as trustee of Robin Road Trust and the trusts listed on Appendix 1 of Exhibit 99.1
Signature:/s/ Mary F. Falcon
Name/Title:President
Date:04/21/2026
TAWANI Enterprises, Inc.
Signature:/s/ Michelle M. Nakfoor
Name/Title:General Counsel
Date:04/21/2026
Jennifer N. Pritzker, not individually, but as Chairwoman of and trustee of the sole stockholder of TAWANI Enterprises, Inc.
Signature:/s/ Jennifer N. Pritzker
Name/Title:Jennifer N. Pritzker, not individually, but as Chairwoman of and trustee of the sole stockholder of TAWANI Enterprises, Inc.
Date:04/21/2026
Mary F. Falcon, not individually, but solely as the trustee of Tal - 2010 ECI Family Mirror Trust #4
Signature:/s/ Mary F. Falcon
Name/Title:Mary F. Falcon, not individually, but solely as the trustee of Tal - 2010 ECI Family Mirror Trust #4
Date:04/21/2026
JP Morgan Trust Company (Bahamas) Limited, not individually, but solely as trustee of the trusts listed on Appendix 2 of Exhibit 99.1
Signature:/s/ Rhonda Finley /s/ Thurl Edwards
Name/Title:Rhonda Finley, Authorized Signatory* Thurl Edwards, Authorized Signatory*
Date:04/21/2026
Comments accompanying signature:
*A Managing Director's Certificate evidencing the authority of such persons to sign and file this Amendment No. 10 on behalf of JP Morgan Trust Company (Bahamas) Limited was filed as Exhibit 24 to this Schedule 13D.

FAQ

What was the size of the May 2025 Hyatt (H) block trade by the Pritzker trusts?

On May 14, 2025, the sellers completed a block trade of 364,620 shares of Hyatt Class B Common Stock at $132.75 per share, for total proceeds of $48,403,305. Those Class B shares automatically converted into Class A shares immediately upon the sale.

What percentage of Hyatt (H) does the reporting group own after this Schedule 13D/A?

The reporting persons beneficially own 1,289,059 shares of Class B stock, representing 1.4% of Hyatt’s total common stock and 2.3% of total voting power. These percentages are based on 94,139,969 common shares outstanding as of March 23, 2026, as adjusted.

Does the Pritzker Family Group still control Hyatt (H) after these sales?

Yes. The filing states the Pritzker Family Group beneficially owns 50,560,412 Class B shares, plus 766,775 currently issued Class A shares. That equates to 54.5% of common shares and 88.9% of total voting power, maintaining effective control of Hyatt.

How does Hyatt’s (H) dual-class structure affect Pritzker voting power?

Hyatt’s Class A and Class B shares vote together as a single class, but Class A carries one vote per share while Class B carries ten votes. Because the Pritzker Family Group holds most Class B shares, it controls 88.9% of total voting power despite a lower economic percentage.

What was the 2025 donation of Hyatt (H) shares mentioned in the filing?

On January 30, 2025, THP 2010 Trust N2 donated 19,001 shares of Hyatt Class B Common Stock. Under the company’s charter, those Class B shares automatically converted into 19,001 shares of Class A Common Stock immediately upon the donation.