UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, 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 (Date of earliest event reported): May 5 16, 2025

____________________________________________________________

PLAYA HOTELS & RESORTS N.V.

(Exact Name of Registrant as Specified in Charter)

____________________________________________________________

The Netherlands

1-38012

98-1346104

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer
Identification Number)

The	Netherlands		1-38012	98-1346104
Keizersgracht 5551017 DR Amsterdam, the Netherlands		Not Applicable
(State or other jurisdiction of incorporation or organization)			(Commission File Number)	(IRS Employer Identification Number)
(Address of Principal Executive Offices)		(Zip Code)

Keizersgracht 555

1017 DR

Amsterdam,

the

Netherlands

Not Applicable

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: Tel: +31 6 82 55 84 30

Registrant’s telephone number, including area code: Tel: + 31 20 240 9000

_____________________________________________________________

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		TradingSymbol(s)	~~Trading Symbol(s)~~	Name of Each Exchangeon Which Registered		~~Name of Each Exchange on Which Registered~~
Ordinary Shares, €0.10 par value		PLYA	~~PLYA~~	The Nasdaq Stock Market LLC		~~The Nasdaq Stock Market LLC~~

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Item 2 1.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

OnAmendment ~~May 5,~~to ~~2025,~~Purchase ~~Playa~~Agreement Hotels & Resorts N.V. (“Playa” or the “Company”) issued a press release reporting the Company’s financial results for the three months ended March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~The~~On ~~information~~May 16, in2025, ~~this~~Playa ~~Item~~Hotels 2& Resorts N.02V., ~~(including~~a ~~Exhibit~~public ~~99.1~~limited liability company (naamloze vennootschap) ~~shall~~organized ~~not~~under bethe ~~deemed~~Laws toof beThe Netherlands (“~~filed~~Playa”), ~~for~~Hyatt ~~purposes~~Hotels ofCorporation ~~Section 18~~(“Hyatt”), ofa ~~the~~Delaware ~~Securities~~corporation, ~~Exchange~~and ~~Act~~HI ofHoldings ~~1934~~Playa B.V., asa ~~amended~~Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the ~~“Exchange~~Laws ~~Act~~of the Netherlands and an indirect wholly owned subsidiary of Hyatt (“Buyer”), orentered ~~otherwise~~into ~~subject~~an amendment (the “Amendment”) to the ~~liability~~Purchase ofAgreement, ~~that~~dated ~~section~~February 9, ~~and~~2025 ~~shall~~(the ~~not~~“Purchase beAgreement”). ~~incorporated~~The byAmendment ~~reference~~clarifies ~~into~~that any ~~registration~~Company ~~statement~~Restricted orShares ~~other~~(as ~~document~~defined ~~filed~~in ~~under~~the Purchase Agreement), which by their terms cannot be tendered in the ~~Securities~~tender ~~Act~~offer ofthe ~~1933,~~Buyer asis ~~amended,~~currently orconducting pursuant to the ~~Exchange~~Purchase ~~Act~~Agreement, ~~except~~are asexcluded ~~shall~~from bePlaya’s ~~expressly~~issued ~~set~~and ~~forth~~outstanding byshare ~~specific~~capital ~~reference~~for purposes of the definition of “Minimum Condition” in ~~such~~the ~~filing~~Purchase Agreement. There are no other changes to the Purchase Agreement.

The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.	Description	~~Description~~
99.1		Press release dated May 5, 2025 announcing the Company’s financial results for the three months ended March 31, 2025.
2.1	Amendment to Purchase Agreement, dated as of May 16, 2025, by and among Hyatt Hotels Corporation, HI Holdings Playa B.V., and Playa Hotels & Resorts N.V.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document	~~Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document~~

Additional Information and Where to Find It

This Form 8-K is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Playa or any other securities, nor is it a substitute for the tender offer materials that Hyatt and Buyer have filed with the SEC upon commencement of the Buyer’s tender offer. On February 24, 2025, a tender offer statement on Schedule TO (the “Tender Offer Statement”), including an offer to purchase, a letter of transmittal and related documents, was filed with the SEC by Hyatt and Buyer and a solicitation/recommendation statement on Schedule 14D-9 (the “Solicitation/Recommendation Statement”) was filed with the SEC by Playa with respect to the tender offer. The offer to purchase all of the outstanding ordinary shares of Playa is only being made pursuant to the Tender Offer Statement (as amended from time to time).

THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND THE OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF PLAYA ARE URGED TO READ THESE DOCUMENTS CAREFULLY (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES.

The Tender Offer Statement (including the offer to purchase, the related letter of transmittal and the other tender offer documents), the Solicitation/Recommendation Statement and other documents filed with the SEC by Hyatt or Playa may be obtained free of charge at the SEC’s website at www.sec.gov or at Playa’s website at investors.playaresorts.com or by contacting Playa’s investor relations department at ir@playaresorts.com or at Hyatt’s website at investors.hyatt.com or by contacting Hyatt’s investor relations department at investorrelations@hyatt.com. In addition, investors and shareholders of Playa may obtain free copies of the tender offer materials by contacting Georgeson LLC, the information agent for the tender offer, toll free at (866) 828-4304 (for shareholders) or collect at (210) 664-3693 (for banks and brokers), or by email at HyattOffer@georgeson.com.

SIGNATURE

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 duly authorized.

		PLAYA HOTELS & RESORTS N.V.	~~PLAYA HOTELS & RESORTS N.V.~~
Date:	May 5, 2025		By:	/s/ Ryan Hymel
Date: May 16, 2025		By:	/s/ Ryan Hymel
				Ryan Hymel
			Ryan HymelChief Financial Officer
				Chief Financial Officer

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