[Form 4] Playa Hotels & Resorts N.V. Insider Trading Activity

Rhea-AI Filing Summary

Hyatt Hotels Corporation and its subsidiaries reported significant insider trading activity in Playa Hotels & Resorts N.V. (PLYA) as part of a major corporate restructuring transaction. On June 17, 2025, the reporting persons acquired 1,094,911 ordinary shares at $13.50 per share.

This transaction was part of a complex triangular merger where:

• Playa Hotels & Resorts merged with Playa Hotels & Resorts Merger Sub B.V.
• Playa Hotels & Resorts New TopCo B.V. became the surviving entity
• New TopCo issued Class A shares to regular shareholders and Class B shares to Hyatt-related entities
• All outstanding New TopCo A Shares were cancelled prior to merger completion

The shares are indirectly owned through a chain of wholly-owned subsidiaries: HI Holdings Playa B.V. → Hyatt International Holdings Co. → Hyatt International Corporation → AIC Holding Co. → Hyatt Hotels Corporation. Following this transaction, no ordinary shares of the original issuer remain outstanding.

Positive

• Hyatt Hotels Corporation acquired 1,094,911 shares at $13.50 per share, representing a significant investment of approximately $14.8 million
• The transaction is part of a strategic merger where Playa Hotels & Resorts merged with Playa Hotels & Resorts Merger Sub B.V., indicating a major corporate restructuring

Negative

• The merger structure results in the delisting of original Playa Hotels & Resorts (PLYA) ordinary shares, with shareholders receiving new class A and B shares in New TopCo

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
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hours per response:			0.5

X

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^*

Hyatt Hotels Corp

(Last) (First) (Middle)

C/O HYATT HOTELS CORPORATION

150 NORTH RIVERSIDE PLAZA, 8TH FLOOR

(Street)

CHICAGO, IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Playa Hotels & Resorts N.V. [ PLYA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Ordinary Shares	06/17/2025		P		1,094,911	A	$13.5	0(2)	I	See Footnote(1)

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

1. Name and Address of Reporting Person^*

Hyatt Hotels Corp

(Last) (First) (Middle)

C/O HYATT HOTELS CORPORATION

150 NORTH RIVERSIDE PLAZA, 8TH FLOOR

(Street)

CHICAGO, IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

AIC Holding Co.

(Last) (First) (Middle)

C/O HYATT HOTELS CORPORATION

150 NORTH RIVERSIDE PLAZA, 8TH FLOOR

(Street)

CHICAGO, IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HYATT INTERNATIONAL CORP

(Last) (First) (Middle)

C/O HYATT HOTELS CORPORATION

150 NORTH RIVERSIDE PLAZA, 8TH FLOOR

(Street)

CHICAGO, IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hyatt International Holdings Co.

(Last) (First) (Middle)

C/O HYATT HOTELS CORPORATION

150 NORTH RIVERSIDE PLAZA, 8TH FLOOR

(Street)

CHICAGO, IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HI Holdings Playa B.V.

(Last) (First) (Middle)

C/O HYATT HOTELS CORPORATION

150 NORTH RIVERSIDE PLAZA, 8TH FLOOR

(Street)

CHICAGO, IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

	Hyatt Hotels Corporation, /s/ Margaret C. Egan, Executive Vice President, General Counsel and Secretary	06/20/2025
	AIC Holding Co, /s/ Margaret C. Egan, as Attorney-in-Fact	06/20/2025
	Hyatt International Corporation, /s/ Margaret C. Egan, Executive Vice President and Secretary	06/20/2025
	Hyatt International Holdings Co., /s/ Margaret C. Egan, as Attorney-in-Fact	06/20/2025
	HI Holdings Playa B.V., /s/ Margaret C. Egan, as Attorney-in-Fact	06/20/2025
	** 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).
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FAQ

What was the size of Hyatt's recent stock purchase of PLYA shares on June 17, 2025?

According to the Form 4 filing, Hyatt acquired 1,094,911 ordinary shares of PLYA at a price of $13.50 per share on June 17, 2025.

Who filed this Form 4 for PLYA and what is their relationship to the company?

The Form 4 was filed by multiple Hyatt-related entities including Hyatt Hotels Corporation, AIC Holding Co., Hyatt International Corp, Hyatt International Holdings Co., and HI Holdings Playa B.V. All are listed as 10% owners of PLYA.

What happened to PLYA shares after the June 17, 2025 transaction?

Following the transaction, PLYA underwent a Triangular Merger where the company merged with Playa Hotels & Resorts Merger Sub B.V. As a result, New TopCo allotted class A shares to regular shareholders and class B shares to the Reporting Persons (Hyatt entities). No Ordinary Shares of PLYA remain outstanding after this transaction.

What is the ownership structure between Hyatt and PLYA as disclosed in the Form 4?

The shares are held by HI Holdings Playa B.V., which is a wholly owned subsidiary of Hyatt International Holdings Co., which is owned by Hyatt International Corporation, which is owned by AIC Holding Co., which is ultimately owned by Hyatt Hotels Corporation. All these entities share beneficial ownership of the reported securities.