UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): November 6 5, 2025

HYATT HOTELS CORPORATION

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware

001-34521

20-1480589

~~001-34521~~

~~20-1480589~~

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

150 North Riverside Plaza

150 North Riverside Plaza Chicago, IL

60606

8th Floor

Chicago,

Illinois

60606

(Address of principal executive offices)

(Zip Code)

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (312) 750-1234

Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since last ~~Last Report~~report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

~~Trading Symbol~~

~~Name of each exchange on which registered~~

Class A Common Stock, $0.01 par value

New York Stock Exchange

Class A common stock, $0.01 par value

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

~~Item 2.02.~~Emerging growth ~~Results of Operations and Financial Condition.~~company      ¨

OnIf an ~~November 6,~~emerging ~~2025~~growth company, ~~Hyatt~~indicate ~~Hotels~~by ~~Corporation~~check ~~(the~~mark ~~"Company")~~if ~~issued~~the aregistrant ~~press~~has ~~release~~elected ~~announcing~~not ~~its~~to ~~results~~use ~~for~~the ~~its~~extended ~~quarter~~transition ~~ended~~period ~~September 30,~~for ~~2025.~~complying with ~~The~~any ~~full~~new ~~text~~or ofrevised ~~the~~financial ~~press~~accounting ~~release~~standards isprovided ~~attached~~pursuant ~~as Exhibit 99.1~~ to ~~this~~Section 13(a) of ~~Form~~the ~~8-K~~Exchange ~~and is incorporated herein by reference~~Act.   ¨

~~The~~Item ~~information in this Form 8-K and Exhibit 99~~7.101 ~~attached~~Regulation ~~hereto~~FD shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as set forth by specific reference in such filingDisclosure.

~~Item~~As ~~7.01.~~described ~~Regulation~~in FDthe ~~Disclosure~~Hyatt Hotels Corporation’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2024, certain outstanding shares of Class A Common Stock and Class B Common Stock are (or were during the fiscal year ended December 31, 2024) subject to lock-up restrictions contained in the Amended and Restated Global Hyatt Agreement, the Amended and Restated Foreign Global Hyatt Agreement and the 2007 Stockholders’ Agreement.

OnThe ~~November 6,~~Amended ~~2025,~~and Restated Global Hyatt Agreement and the ~~Company~~Amended ~~published~~and aRestated ~~supplemental~~Foreign ~~investor~~Global ~~presentation~~Hyatt ~~which~~Agreement include restrictions on the number of shares that may be ~~accessed~~sold ~~through~~by ~~the~~Pritzker family ~~Company's~~stockholders ~~investor~~in ~~relations~~specified ~~website~~12 month periods commencing November 5th of each year. AIn ~~copy~~accordance with such lock-up restrictions (and assuming such lock-up restrictions are not amended, waived or terminated and that there are no transfers of shares amongst Pritzker family stockholders), during the ~~supplemental~~12 ~~presentation~~month isperiod ~~furnished~~from ~~herewith~~November 5, as2025 ~~Exhibit~~through ~~99.2~~November 4, ~~and~~2026, is14,976,952 ~~incorporated~~restricted ~~herein~~shares will be available for sale by ~~reference~~Pritzker family stockholders in the public market pursuant to the terms of such agreements and applicable securities laws.

~~The~~Another ~~information~~2,270,395 ~~furnished~~restricted ~~under~~shares ~~Item~~of ~~7.01~~Class B Common ~~and~~Stock ~~Exhibit~~held ~~99.2~~by inother ~~this~~stockholders ~~Form~~party ~~8-K~~to ~~shall~~the ~~not~~2007 beStockholders’ ~~deemed~~Agreement ~~"filed"~~are available for ~~purposes~~sale ofin ~~Section 18 of~~ the ~~Exchange~~public ~~Act,~~market orat any ~~otherwise~~time subject to ~~the~~applicable ~~liabilities~~securities oflaws ~~that section~~ and ~~shall~~certain ~~not~~rights beof ~~deemed~~first ~~incorporated~~refusal byof ~~reference in any filing made by~~ the Company ~~under~~pursuant to the ~~Securities~~terms ~~Act~~of or the ~~Exchange~~2007 ~~Act, except as set forth by specific reference in such filing~~Stockholders’ Agreement.

~~Item 9.01.~~An ~~Financial~~additional ~~Statements~~3,252 restricted shares are available for sale in the public market at any time subject to applicable securities laws and ~~Exhibits~~are not subject to any lock-up restrictions contained in the foregoing agreements. The foregoing numbers are based on information as of the date of this filing.

99.1						Hyatt Hotels Corporation Press Release, dated November 6, 2025 (furnished pursuant to Item 2.02)
99.2						Hyatt Hotels Corporation Supplemental Presentation (furnished pursuant to Item 7.01)
101						Interactive Data File - XBRL tags are embedded within the Inline XBRL document
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

For additional information regarding the restrictions contained in the Amended and Restated Global Hyatt Agreement, Amended and Restated Foreign Global Hyatt Agreement and 2007 Stockholders’ Agreement, see Part I, Item 1, “Business—Stockholder Agreements—Amended and Restated Global Hyatt Agreement,” “—Amended and Restated Foreign Global Hyatt Agreement” and “—2007 Stockholders’ Agreement” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The foregoing numbers do not include any shares of Class A Common Stock that may be issued and become eligible for sale in the public market under the Company’s Fifth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan, as amended, the Hyatt Hotels Corporation Second Amended and Restated Employee Stock Purchase Plan, the Amended and Restated Hyatt Corporation Deferred Compensation Plan and the Hyatt International Hotels Retirement Plan.

The information furnished under Item 7.01 in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by Hyatt Hotels Corporation under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.

Forward-Looking Statements

Forward-Looking Statements in this Current Report on Form 8-K, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements about shares eligible for future sale or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, among others, the risks discussed in the Company’s filings with the SEC, including our annual report on Form 10-K and subsequent reports, which filings are available from the SEC. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. We do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

	Hyatt Hotels Corporation			~~Hyatt Hotels Corporation~~
Date: November 6, 2025				By:	/s/ Joan Bottarini
Date: November 7, 2025	By:	/s/ Margaret C. Egan
					Joan Bottarini
		Name:	Margaret C. Egan
					Executive Vice President, Chief Financial Officer
		Title:	Executive Vice President, General Counsel and Secretary

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