H 10-K & 10-Q changes, risk factors and insider trading

•New distribution channels, including potential AI platforms, alternatives to traditional hotels, significant increases in the volume of sales made through third-party internet travel intermediaries, and industry consolidation among our competitors could have an adverse impact on consumer loyalty to our brands and hospitality-related businesses and may negatively impact our business.

•We may seek to expand our business through acquisitions of and investments in other businesses and properties, or through alliances, and these activities may be unsuccessful, divert our management's attention, or take longer or be more difficult than anticipated to integrate, including with respect to the implementation of internal controls over financial reporting.

•the financial and general business condition of the airline, automotive, and other transportation-related industries and its impact on travel;

•decreased airline capacities or routes and routesincreased travel costs;

•cyclical over-building in the hotel, all-inclusive, and vacation ownership industries; and

•organized labor activities, which could cause a diversion of business from hotels involved in labor negotiations and loss of group business for our hotels generally as a result of certain labor tactics.tactics; and

Consumer demand for our products and services is closely linked to global and regional economic conditions and is sensitive to business and personal discretionary spending levels. Changes in consumer demand and general business cycles can subject, and have subjected, our revenues to significant volatility. Adverse general economic conditions, health and safety concerns, risks or restrictions affecting or reducing travel patterns, lower consumer confidence, high unemployment, adverse political conditions, among other factors, can result in a decline in consumer demand, which can lower the revenues and profitability of our owned and leased properties, decrease the amount of management, franchise, and license fee revenues we are able to generate from our managed and franchised properties, strategic alliances, and the Unlimited Vacation Club paid membership program, and decrease the demand for vacation packages sold through ALG Vacations. In addition, a portion of our expenses associated with managing, franchising, providing services to, licensing, owning, or leasing hotels as well as residential and vacation units are fixed. These costs include certain personnel costs, interest, rent, property taxes, insurance, and utilities, all of which may increase at a greater rate than our revenues and/or may not be able to be reduced at the same rate as declining revenues. Where cost-cutting efforts are insufficient to offset declines in revenues, we could experience a material decline in margins and reduced or negative cash flows. If we are unable to decrease costs significantly or rapidly when demand for our hotels and other properties decreases, the decline in our revenues could have a particularly adverse impact on our net cash flows and profits. Economic downturns generally affect the results derived from owned and leased properties more significantly than those derived from managed and franchised properties due to the proportion of fixed costs associated with operating an owned or leased property and the greater exposure owners have to the properties' performance. While we have reduced the proportion of our earnings from owned and leased properties significantly since 2017, our proportion of owned and leased properties, compared to the number of properties we manage, franchise, or provide services to for third-party owners and franchisees, is larger than that of many of our competitors and, as a result, an environment of depressed demand could have a greater adverse effect on our results of operations. As a result, changes in consumer demand and general business cycles can subject, and have subjected, our revenues, earnings, and results of operations to volatility.

Risks relating to natural or man-made disasters, weather and climate-related events, contagious diseases, terrorist activity, and war could reduce the demand for lodging,lodging and hospitality-related businesses, which may adversely affect our financial condition and results of operations.

Hurricanes, earthquakes, tsunamis, tornadoes, droughts, wildfires, and other man-made or natural disasters, as well as the spread or fear of the spread of contagious diseases in locations where we own, lease, manage, franchise, or provide services to significant properties and areas of the world from which we draw a large number of guests, could cause property damage or a decline in the level of business and leisure travel in certain regions or as a whole and reduce the demand for lodging, which may adversely affect our financial condition and operating performance. In addition, potential concerns about public health or contagious diseases may impact travel demand and consumer confidence in the future, as we experienced during the COVID-19 pandemic.future. Actual or threatened war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty could have a similar effect on our financial condition or our growth strategy. Any one or more of these events may reduce the overall demand for hotel rooms or limit the prices we can obtain for them, both of which could adversely affect our profits and financial results.

Because we operate in a highly competitive industry, our revenues, profits, or market share could be harmed if we are unable to compete effectively, and new distribution channels, including potential AI platforms, alternatives to traditional hotels, and industry consolidation among our competitors may negatively impact our business.

We also face competition from new distribution channels in the travel industry.industry, including potential AI platforms that could change the way that guests discover, search for, and book travel. Additional sources of competition include large companies that offer online travel services as part of their business model, such as Alibaba, financial services providers such as credit card issuers, search engines such as Google, and peer-to-peer inventory sources that allow travelers to book stays on websites that facilitate the short-term rental of homes and apartments from their owners, thereby providing an alternative to hotel rooms, such as Airbnb and Vrbo. Companies or websites that provide generative AI services and recommendations, including large language models ("LLMs") like ChatGPT, Claude, Gemini, Grok, and others, represent an additional source of competition because they may currently or in the future serve as alternative distribution channels.

We expect to continue to derive most of our business from our direct distribution channels, including our digital platforms. However, consumers worldwide routinely use internet travel intermediaries such as Expedia.com, Priceline.com, Booking.com, Travelocity.com, and Orbitz.com,Trip.com, as well as lesser-known online travel service providers, to book travel. These intermediaries initially focused on leisure travel, but now also provide offerings for corporate travel and group meetings. Some of these intermediaries are attempting to increase the importance of generic quality indicators, such as "four-star downtown hotel," at the expense of brand identification. These intermediaries hope that consumers will eventually develop brand loyalties to their reservation systems rather than to our brands. Some of these intermediaries have launched their own loyalty programs to further develop loyalties to their reservation systems. The introduction of AI into these intermediaries' platforms may also accelerate their ability to deliver quicker and more personalized travel recommendations. In addition, these intermediaries typically obtain higher commissions or other potentially significant contract concessions, increasing the overall cost of these third-party distribution channels. If the volume of sales made through internet travel intermediaries continues to increase, consumers may develop stronger loyalties to these intermediaries rather than to our brands, our distribution costs could increase significantly, and our business revenues and profits could be harmed.

In addition, the success of ALG Vacations is dependent on distribution arrangements with various third parties such as hotel companies, travel agencies, and tour operators who provide the various components of vacation packages offered to customers, and certain cooperative marketing agreements with governments in various jurisdictions to market a particular destination for travel. In addition, certain of our marketing and distribution agreements with airline vacation brands are generally terminable at will by either party with short notice periods. The loss of participation by third-party providers or the failure to maintain distribution arrangements or cooperative agreements on favorable terms could adversely impact these businesses.

We compete for guests at hotels and resorts and for customers of our services as well as the Unlimited Vacation Club business that we manage based primarily on brand name recognition and reputation, location, customer satisfaction, room rates, quality of service, amenities, quality of accommodations, security, our cancellation policy, and the ability to earn and redeem loyalty program points.

We compete for management and hotel services agreements based primarily on the value and quality of our management and hotel services, our brand name recognition and reputation, loyalty program penetration, the level of our management fees, room rate expectations, costs associated with system-wide services, the terms of our management and hotel services agreements, including compared to the terms our competitors offer, and the economic advantages to the property owner of retaining our management and hotel services and using our brand name. We compete for franchise agreements based primarily based on brand name recognition and reputation, loyalty program penetration, the room rate that can be realized, costs associated with system-wide services, and the royalty fees charged. Other competitive factors for management and hotel services agreements and franchise agreements are relationships with property owners and investors, availability and affordability of financing, marketing support, loyalty programs, reservation and e-commerce system capacity and efficiency, distribution channels, limitations on the expansion of one or more of our brands in certain geographic areas due to restrictions previously agreed to in order to secure management and franchise opportunities, and the ability to provide capital that may be necessary to obtain management and hotel services agreements and franchise agreements.

Our operations outside the United States represented approximately 24%30% of our revenues for the year ended December 31, 2024.2025. Our properties outside of the United States representrepresented approximately 54%55% of the rooms in our system-wide inventory at December 31, 2024.2025. Over the long term, we expect our international operations will continue to account for an increasing portion of our total revenues and rooms.

The World of Hyatt loyalty program and our digital platforms build loyalty for our brands and drive hotel revenuerevenues which could be negatively impacted if we are unable to successfully operate the World of Hyatt loyalty program or further evolve the development and implementation of our digital platforms.

Additionally, our reputation could be harmed if we fail, or are perceived to fail, to comply with various regulatory requirements or if we fail to meet stakeholder expectations in a number of areas such as health, safety and security; data security; diversityhuman andcapital; inclusioncorporate culture; group events with controversial groups or speakers; sustainability; responsible tourism; environmental stewardship; supply chain management; climate change; human rights; circular economy; biodiversity and natural capital; geopolitical crises; philanthropy and support for local communities; and corporate governance. Various policymakers, including the European Union and State of California, have adopted or are considering adopting requirements for companies to undertake certain disclosures or other actions regarding climate or other environmental and social matters that have historically been addressed primarily through corporate responsibility programs. Policymakers' approaches are not uniform, which may increase the cost or complexity of compliance and any associated risks. We manage a broad range of corporate responsibility matters, taking into consideration their expected impact on the sustainability of our business over time, and the potential impact of our business on society and the environment. Such efforts can be costly and complex, and we may not ultimately accomplish our desired goals or initiatives, either as intended or at all. Despite our efforts, consumer travel preferences may shift due to sustainability-related concerns or costs. In addition, stakeholder expectations regarding such matters are evolving, and navigating these issues will require us to successfully manage engagement with stakeholders of differing, or in some cases conflicting, views on these matters. Adverse incidents with respect to our corporate responsibility efforts could impact the value of our brands or our reputation, the cost of our operations, and relationships with investors and stakeholders, all of which could adversely affect our business and results of operations.

The continued expansion in the use and influence of social media has compounded the potential scope of negative publicity that could be generated, which may lead to litigation or governmental investigations,investigations or the damage of our reputation. Adverse incidents have occurred at our properties in the past and may occur in the future. Negative incidents could lead to tangible adverse effects on our business, including lost sales, boycotts, reduced enrollment and/or participation in the loyalty program, or paid membership program that we manage, disruption of access to our digital platforms, loss of development opportunities, or reduced colleague retention and increased recruiting difficulties. In addition, the increasing prevalence and adoption of generative AI tools and LLMs, including ChatGPT, Claude, Gemini, Grok, and others, means that information about Hyatt, our brands, and our properties can be accessed quickly and easily. The manner in which these AI tools decide what information to provide in response to a given user query may also result in our properties receiving less attention by users of these tools. In cases where the information provided is inaccurate, incomplete, misguided, or misleading, the reputation of Hyatt and our brands could be impacted based on the contents of information provided, and there is no guarantee that our efforts to correct such issues will be successful. Any decline in the reputation or perceived quality of our brands or corporate image could adversely affect our market share, business, financial condition, or results of operations. Many of our suppliers, customers, and other stakeholders may be subject to similar risks, which may expand or create new risks, including in ways that may not be known to us.

We have experienced challenges hiring for certain on-property and corporate positions due to various factors, such as competition for labor from other industries, and these circumstances could continue or worsen in the future to an extent and for durations that we are not able to predict. Labor shortages have resulted and could continue to result in higher wages and initial hiring costs, increasing our labor costs at our hotels,costs, which could reduce our revenues and profits.

Generally, termination rights under performance tests are based on the property's individual performance, its performance when compared to a specified set of competitive hotels branded by other hotel operators, or both. Some agreements require a failure of one test, and other agreements require a failure of more than one test, before termination rights are triggered. These termination rights are usually triggered if we do not meet the performance tests over multiple years. Generally, we have the option to cure performance failures by making an agreed-upon cure payment. However, our cure rights may be limited, and the failure to meet the performance tests may result in the termination of our management and hotel services agreement. In the past, we have (1) failed performance tests, received notices of termination, and elected to make cure payments, (2) failed performance tests and negotiated an alternative resolution, and (3) failed performance tests and elected not to make a cure payment. When any termination notice is received, we evaluate all relevant facts and circumstances at the time in deciding whether to cure. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements" for moreadditional information related to performance cure payments. In addition, some of our management and hotel services agreements give third-party owners the right to terminate upon payment of a termination fee to us after a certain period of time, upon sale of the property, or another stated event. Our franchise agreements typically require franchisees to pay a fee to us before terminating. In addition, if an owner files for bankruptcy, our management and hotel services agreements and franchise agreements may be terminable under applicable law. If a management and hotel services agreement or franchise agreement terminates, we would lose the revenues we derive from that agreement and could incur costs related to ending our relationship with the third party and exiting the property.

The terms of certain guarantees to hotel owners may require us to fund shortfalls if the hotels do not attain specified levels of operating profit. This guaranteed funding to hotel owners may not be recoverable to us and could lower our profits and reduce our cash flows. Through acquisitions, we acquired certain management and hotel services agreements with performance guarantees based on annual performance levels and with expiration dates between 2027 and 2045. We have in the past, and could in the future, be required to make payments, which could be material, pursuant to these guarantees. While neither the cumulative payments to date, nor expected payments, under thisour and otherperformance guarantees have been, or are expected to be, significant to our liquidity, future payments under these performance guarantees may adversely affect our financial performance and results of operations. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements" for moreadditional information related to our guarantees.

Our proportion of owned and leased properties, compared to the number of properties that we manage, franchise, or provide services to for third-party owners and franchisees, is larger than that of many of our competitors. Real estate ownership and leasing is subject to risks not applicable to managed or franchised properties, which could adversely affect our results of operations, cash flow, business, and overall financial condition, including:

As part of our capital strategy, we have sold, and plan to continue from time to time to sell, certain properties, subject to a management and hotel services agreement or franchise agreement, with the primary purpose of reinvesting the proceeds to support the growth of our businessbusiness, return capital to our stockholders, and/or to repay indebtedness. As we actively market and look to sell selected properties, general economic conditions, rising interest rates, and/or property-specific issues may negatively affect the value of our properties, prevent us from selling properties on acceptable terms or at expected values, or prevent us from selling properties within committed timeframes. We cannot guarantee that we will be able to consummate any such sales on commercially reasonable terms or at all, or that we will realize any anticipated benefits from such sales. Real estate investments often cannot be sold quickly. Dispositions of real estate assets can be particularly difficult in a challenging economic environment as financing alternatives are often limited for potential buyers. As a result, economic conditions and rising interest rates may prevent potential purchasers from obtaining financing on acceptable terms, if at all, thereby delaying or preventing our ability to sell the properties selected for disposition.

We consider strategic and complementary acquisitions of and investments in other businesses, properties, brands, or other assets as part of our growth strategy. For instance, (i) in 2021, we acquired Apple Leisure Group ("ALG" or the "ALG Acquisition"), a leading luxury resort-management services, travel, and hospitality group, which also included the Unlimited Vacation Club paid membership program and ALG Vacations; (ii) in 2023, we completed the acquisitions of Dream Hotel Group's lifestyle hotel brands and management platform and Mr & Mrs Smith's boutique and luxury global travel platform, and (iii) in 2024, we completed the acquisition of Standard International's lifestyle hotel brands and management platform and acquired a controlling financial interest in a consolidated hospitality venture that manages Bahia Principe Hotels & Resorts-branded properties and owns the Bahia Principe brand.brand, and (iv) in 2025, we completed the Playa Hotels Acquisition. We may also pursue opportunities in alliance with existing or prospective owners of managed or franchised properties. In many cases, we will be competing for these opportunities with third parties that may have substantially greater financial resources than we do. Acquisitions of or investments in hospitality companies, businesses, properties, brands, or assets, as well as these alliances, are subject to risks that could affect our business, including risks related to:

Further, we are required to assess the effectiveness of the internal control over financial reporting for companies we acquire or that are consolidated in our financial reporting pursuant to the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act"). In order to comply with the Sarbanes-Oxley Act, we will need to implement or enhance internal control over financial reporting at any company we acquire or consolidate, and we may identify control deficiencies that require remediation as part of our evaluation and testing of internal controls. Companies we acquire or consolidate may not have had previous public reporting obligations and therefore may not have instituted or evaluated internal controls in the context of the Sarbanes-Oxley Act. Implementing, remediating, or enhancing effective internal controls as part of our integration of acquisitions or investments may be time-consuming, and we may encounter difficulties assimilating or integrating internal controls. We may be required to hire or engage additional resources and incur substantial costs to implement the necessary new internal controls as part of our acquisition or investment activities. Any failure to implement and maintain effective internal control over financial reporting could result in material weaknesses in our internal controls, and could result in a material misstatement of our consolidated financial statements or otherwise cause us to fail to meet our financial reporting obligations, which could have an adverse effect on our business, financial condition, results of operations, or stock price.

Similarly,We must maintain and renovate the properties that we own and lease in order to remain competitive, maintain the value and brand standards of our properties, and comply with applicable laws and regulations. The cost of funding renovations and capital improvements may exceed budgeted amounts. Additionally, the timing of renovations and capital improvements has in the past, and could in the future, affect property performance, including occupancy and ADR, particularly if we need to close a significant number of rooms or other facilities, such as ballrooms, meeting spaces, or restaurants. Moreover, the investments that we make may fail to improve the performance of the properties in the manner that we expect.

We hold significant amounts of goodwill, intangible assets, property and equipment, operating lease right-of-use ("ROU") assets, and investments. On a quarterly basis, weWe evaluate our assets for impairment quarterly based on various factors, including actual operating results, trends of projected revenues and profitability, potential or actual terminations of underlying management and hotel services agreements and franchise agreements, pending third-party offers, and significant adverse changes in the business climate. During times of economic distress, declining demand and declining earnings often result in declining asset values. As a result, we have incurred impairment charges, and may incur charges in the future, which could be material and may adversely affect our earnings.profits.

Many of the properties owned by third parties, franchisees, or our hospitality ventures are pledged as collateral for mortgage loans entered into when such properties were purchased or refinanced. If our third-party owners, franchisees, or our hospitality venture partners are unable to repay or refinance maturing indebtedness on favorable terms or at all, the lenders could declare a default, accelerate the related debt, and repossess the property. Any sales or repossessions could, in certain cases, result in the termination of our management and hotel services agreements or franchise agreements and eliminate anticipated incomerevenues, profits, and cash flows, which could negatively affect our results of operations.

At times, we make loans to our third-party owners, franchisees, or hospitality venture partners, and in other circumstances, we may provide senior secured financing or subordinated forms of financing to third-party owners or franchisees. We could suffer losses if third-party ownersowners, franchisees, or franchiseeshospitality venture partners default on loans we provide. Additionally, we may provide financial guarantees to third-party lenders related to the timely repayment of all or a portion of the associated debt on certain properties. We typically obtain reimbursement agreements from our hospitality venture partners or other third parties with the intent to limit our exposure to our share of the debt. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 6 to our Consolidated Financial Statements" for moreadditional information related to our loans and other financing arrangements and "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements" for moreadditional information related to our guarantees.

Cash balances not required to fund our daily operating activities are invested in interest-bearing investments with a greater focus placed on capital preservation than on investment return. The majority of our cash and cash equivalent balances are held on deposit with high quality financial institutions that hold long-term ratings of at least BBB or Baa from S&P Global ("S&P") or Moody's Investors Service, Inc. ("Moody's"), respectively, and in AAA-rated money market funds. As such, we are exposed to counterparty risk on our cash and cash equivalent balances. We also have established investment accounts for purposes of investing portions of cash resources for the World of Hyatt loyalty program, certain benefit programs, and our captive insurance company. Although we have not recognized any significant losses to date on these investments, any significant declines in their market values could materially adversely affect our financial condition and results. Credit ratings and pricing of these investments can be negatively affected by liquidity, credit deterioration, financial results, economic risk, political risk, sovereign risk, or other factors. As a result, the value and liquidity of our investments could decline and result in impairments,impairments and/or credit loss reserves, which could materially adversely affect our financial condition and results of operations.

The regulations and contractual obligations applicable to security and privacy are increasingly demanding, both in the United States and in other jurisdictions where we operate, and cyber threat actors regularly target the hospitality industry, including our business. In addition, the scope and complexity of the cyber threat landscape could affect our ability to adapt to and comply with changing regulatory obligations and expectations. Because of the scope and complexity of our information technology structure, our reliance on third-party hardware, software, and services to support and protect our structure and data, and the constantly evolving cyber threat landscape, our systems are vulnerable to cybersecurity risks that threaten the confidentiality, integrity, and availability of our information technology systems and confidential information, including from diverse threat actors and diverse attack vectors, including cyberterrorists, state actors, opportunistic hackers and hacktivists, malware (including ransomware), third-party disruptions, failures, or unauthorized access, as well as malfeasance by insiders, human or technological error, negligence, fraud, and as a result of bugs, misconfigurations, or exploited vulnerabilities in software or hardware. Moreover, our systems, colleagues, and customers have been, and we expect will continue to be, targeted by social engineering/phishing attacks or account takeover tactics that may, among other things, aim to obtain funds or information fraudulently. These or similar occurrences, whether accidental or intentional, have in the past, and could in the future, result in an interruption in the operation of our systems or theft, unauthorized access, disclosure, destruction, encryption by ransomware, loss, and fraudulent or unlawful use of customer, colleague, or Company data, all of which has in the past, and could in the future, impact our business, result in operational interruptions, inefficiencies or loss of business, create negative publicity, cause harm to our reputation, or subject us to remedial and other costs, fines, penalties, investigations, enforcement actions, or lawsuits.lawsuits, including class actions. Additionally, we increasingly rely on third-party owners, franchisees, licensees, and hospitality venture partners who operate their own networks and systems and engage with their own service providers, and a security incident involving such networks or systems could lead to an interruption in, or other adverse effects on, our business, resulting in operational inefficiencies, potential exposure to fines or litigation, or loss of business, and negative publicity and reputational harm.

We have previously detected and disclosed prior incidents involving cyber-threatcyber threat actors who have attacked our systems, as well as those operated by third parties. We expect ongoing attempts to gain access to our systems and those operated by our third-party owners, franchisees, licensees, hospitality venture partners, and vendors. We also may be victims of current or future software supply-chainsupply chain incidents, even if those incidents are not directly targeted at Hyatt. We continue to use an evolving privacy and security risk management framework utilizing risk assessments to identify priorities for enhancements and security updates. While we implement security measures designed to safeguard our systems and data and have business continuity measures, and intend to continue implementing additional measures in the future, our implementation efforts may be incomplete or our measures may not be sufficient or timely enough to maintain the confidentiality, security, or availability of the data we collect, store, and use to operate our business. We work to continuously evaluate our security posture throughout our business and make changes to our operating processes and improve our defenses. Nonetheless, there can be no assurance that our cybersecurity risk management program and processes, including our policies, procedures, standards, and controls, or procedures, will be fully implemented, complied with, or effective in protecting our systems and information. Attackers are also increasingly sophisticated and using techniques and tools, including artificial intelligence ("AI"),AI, that can circumvent security controls, evade detection, and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate, or recover from future attacks or incidents, or to avoid a material adverse impact to our systems, information, or business. Additionally, any integration of AI in our or any third party's operations, products or services is expected to pose new or unknown cybersecurity risks and challenges. Furthermore, although we carry cyber insurance that is designed to protect us against certain losses related to cyber risks, that insurance coverage may not be sufficient or available to cover all expenses or other losses that may occur, such as brand and reputational damage, loss of customers, loss of business partners, regulatory investigations, penalties and fines, legal claimsclaims, including class actions, brought by customers or employees, significant system or data restoration, hardware replacement, remediation or compliance costs, and/or other liabilities that may arise in connection with cyberattacks, security compromises, and other related incidents. Any future occurrences could result in costs and business impacts that may not be covered or may be in excess of any available insurance that we, or our third-party owners, franchisees, licensees, or hospitality venture partners, may have arranged. Furthermore, in the future such insurance may not be available on commercially reasonable terms, or at all. As a result, future incidents could have a material impact on our business and adversely affect our financial condition and results of operations.

Our success depends on the efficient and uninterrupted operation of our information technology systems and technology services delivered to Hyatt by third-party or cloud providers. For example, we depend on our central reservation system, which allows bookings by hotels directly, via telephone through our global care centers, by travel agents, through our digital platforms, and through online reservations agencies. We arehave inmade thesignificant process ofprogress migrating to a new central reservation system, which we expect to be able to facilitate a more efficient booking process for our hotels; however, we may experience delays or system interruptions in connection with the migration over the course of 2025.2026. Integration of complex systems and technology presents significant challenges in terms of costs, human resources, and development of effective internal controls. Integration of a third-party system also presents the risk of operational or security inadequacy or interruption, which could materially affect our ability to effectively operate our business. In addition, we depend on information technology to run our day-to-day operations, including, among others, hotel services and amenities such as guest check-in and check-out, guest room access, housekeeping and room service, and systems for tracking and reporting our financial results and the financial results of our hotels.

WeAdditionally, incorporate AI solutions into our information systems, offerings, services, and features, and these solutions, and possible future generative AI solutions, may become more important in our operations over time. Thethe ever-increasing use and evolution of technology, including AI and cloud-based computing and AI,agentic AI solutions, creates opportunities for the potential loss or misuse of personal data that forms part of any data set and was collected, used, stored, or transferred to run our business, and unintentional dissemination or intentional destruction of confidential information stored in our environment or our third-party providers' systems, portable media, or storage devices, which may result in significantly increased business and security costs, a damaged reputation, administrative penalties, or costs related to defending legal claims. If the content, analyses, or recommendations that AI programs assist in producing areare, or are alleged to bebe, deficient, misleading, inaccurate, incomplete, or biased, our business, financial condition, and results of operations and our reputation may be adversely affected. AI programs may be costly and require significant expertise to develop, may be difficult to set upconfigure and manage, and require periodic upgrades. ThereWhile iswe alsotake ameasures riskdesigned thatto ensure the accuracy of AI generated content, those measures may not always be successful, and in some cases, we may not have accessneed to therely technologyon andend qualified AI personnel resourcesusers to adequatelyreport incorporatesuch ongoing advancements into our AI initiatives, including access to the licensing of key intellectual property from third parties. Our competitors or other third parties may incorporate AI into their offerings more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Our competition may have access to greater financial and technological resources, giving them a competitive advantage in recruiting, motivating, and retaining sought-after AI professionals. AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test, and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.inaccuracies.

Sophisticated information technology and other systems are instrumental for the hospitality industry, including systems used for our central reservations, revenue management, property management, and loyalty program, as well as technology systems that we make available to our guests. These information technology and other systems include not only our own, but also any systems that we obtain through acquisition activity, and all such systems must be refined, updated, or replaced with more advanced systems on a regular basis. Developing and maintaining these systems may require significant capital.capital to scale appropriately for our business requirements. If we are unable to replace or introduce information technology and other systems as quickly as our competitors or within budgeted costs or schedules when these systems become outdated or require replacement or if we are unable to achieve the intended benefits of any new information technology or other systems, our operations could be harmed and our ability to compete effectively could be diminished.

As a part of thea UVCprior Transaction,transaction, we agreed to guarantee a portion of our hospitality venture partner's investment upon the occurrence of certain events, and we agreed to indemnify the unconsolidatedour hospitality venture,venture partner, the primary obligor to the foreign taxing authorities, for obligations the entity may incur as a result of pre-existing uncertain tax positions as of the date of the UVCtransaction. Transaction.See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 4 to our Consolidated Financial Statements" for additional information.

If our hospitality ventures fail to provide accurate and/or timely information that is required to be included in our consolidated financial statements, we may be unable to accurately report our financial results.

Preparing our consolidated financial statements requires us to have access to information regarding the results of operations, financial position, and cash flows of our hospitality ventures. Any deficiencies in our hospitality ventures' internal controls over financial reporting may affect our ability to report our financial results accurately or prevent fraud. Such deficiencies could also result in restatements of, or other adjustments to, our previously reported or announced financial results, which could diminish investor confidence and reduce the market price forof our shares.Class A common stock. Additionally, if our hospitality ventures are unable to provide this information for any meaningful period or fail to meet expected deadlines, we may be unable to satisfy our financial reporting obligations or file our periodic reports in a timely manner.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part IV, Item 15, "Exhibits and Financial Statement Schedule—Consolidated Financial Statements." During the year ended December 31, 2024, we realigned our operating and reportable segments and revised certain financial statement line items. As a result, segment operating information and certain financial statement line items within our consolidated results of operations for the years ended December 31, 2023 and December 31, 2022 have been recast to reflect these changes and are included herein. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 1 and Note 19 to our Consolidated Financial Statements" for further information. For our discussion and analysis of our liquidity and capital resources for the year ended December 31, 2023,2024, compared to the year ended December 31, 2022,2023, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 20232024 Form 10-K. In addition to historical data, this discussion contains forward-looking statements about our business, operations, and financial performance based on current expectations that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those discussed in "Disclosure Regarding Forward-Looking Statements" and Part I, Item 1A, "Risk Factors" included elsewhere in this annual report.

•3128 owned and leased properties (10,2529,190 rooms), including 17 owned hotels (6,0596,060 rooms), 6 operating leased all-inclusive resorts (1,2751,262 rooms), 4 operating leased hotels (1,697 rooms), 3 owned all-inclusive resorts (1,050 rooms), and 1 finance leased hotel (171 rooms), all of which we manage;

•5772 franchised properties (8,08310,147 rooms) operated by an unconsolidated hospitality venture in connection with a master license agreement by Hyatt; including 6 of these properties (1,246 rooms) that are leased by the unconsolidated hospitality venture; and

•2223 all-inclusive resorts (11,90311,866 rooms), operated by a consolidated hospitality venture.

•4342 residential units (5,1744,696 rooms), which consist of branded residences andthat servicedare apartments.either Wefor managesale allor ofowned theby serviceda apartmentsthird-party and those branded residential units that participateparticipating in a voluntary rental management program withand anare typically located within or adjacent to a Hyatt-branded hotel.full service hotel or in stand-alone developments.

We believe our business model allows us to pursue more diversified revenue and income streams balancing both the advantages and risks associated with these lines of business. Our expertise and experience in each of these areas givesgive us the flexibility to evaluate growth opportunities across our lines of business. Growth in the number of management and hotel services agreements and franchise agreements and earnings therefrom typically results in higher overall returns on invested capital because the capital investment under a typical management and hotel services agreement or franchise agreement is not significant. The capital required to build and maintain hotels we manage, franchise, or provide services to for third-party owners and franchisees is typically provided by the owner of the respective property with minimal capital required by us as the manager or franchisor. In certain instances, Hyatt has provided funding to owners for the acquisition and development of hotels that Hyatt will manage, franchise, or provide services to in the form of cash, debt repayment or performance guarantees, preferred equity, or mezzanine debt. During periods of increasing demand, we do not share fully in the incremental profits of hotel operations for hotels we manage for third-party owners as our arrangements generally include a base fee that is, typically, a percentage of revenue from the subject hotel and an incentive fee that is, typically, a percentage of hotel profits (in certain circumstances, after satisfying certain financial return thresholds to be earned by the owner), depending on the structure and terms of the management and hotel services agreement. We do not share in the benefits of increases in profits from franchised properties because franchisees pay us an initial application fee and ongoing royalty fees that are calculated as a percentage of gross room revenues, and also at times, as a percentage of food and beverage revenues, with no fees based on profits. Disputes or disruptions may arise with third-party owners and franchisees of hotels we manage, franchise, provide services to, or license to, and these disputes can result in the termination of the relevant agreement.

For the years ended December 31, 2024, December 31, 2023,2025 and December 31, 2022,2024, 69.8% and 75.8%, 76.1%, and 77.4%respectively, of our revenues, respectively,revenues were derived from operations in the United States. At December 31, 20242025 and December 31, 2023,2024, 65.3%66.7% and 73.9%65.3%, respectively, of our long-lived assets, respectively,assets were located in the United States.

We report our consolidated operations in U.S. dollars. Amounts are reported in millions, unless otherwise noted. Percentages may not recompute due to rounding, and percentage changes that are not meaningful are presented as "NM." Constant currencydollar disclosures used throughout Management's Discussion and Analysis of Financial Condition and Results of Operations are not measures recognized in accordance with accounting principles generally accepted in the United States of America ("GAAP"). See "—Key Business Metrics Evaluated by Management—Constant Dollar Currency" for further discussion of constant currency disclosures.discussion.

SegmentWe operatingmanage informationour forbusiness thewithin yearsthree endedreportable Decembersegments. 31,Within 2023overhead, andwe Decemberinclude 31,unallocated 2022corporate have been recast to reflect these segment changes.expenses. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 1 and Note 19 to our Consolidated Financial Statements" for furtheradditional discussioninformation ofregarding our segment structure and financial statement line item changes.segments.

We primarily derive our revenues from provision of management, franchising, and hotel services, licensing of our portfolio of brands to franchisees and other hospitality-related businesses, including the Unlimited Vacation Club, operation of our owned and leased hotel portfolio, and provision of distribution and destination management services. Management uses gross fee revenues, owned and leased revenues, distribution revenues, and othersegment revenues to assess the overall performance of our business and to analyze trends such as consumer demand, brand preference, and competition. For a detailed discussion of our primary revenue sources, see "—Principal Factors Affecting Our Results of Operations—Revenues."

We use the term Adjusted EBITDA throughout this annual report. Adjusted EBITDA, as we define it, is a non-GAAP measure. We define consolidated Adjusted EBITDA as net income (loss) attributable to Hyatt Hotels Corporation plus net income (loss) attributable to noncontrolling interests and our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDAEBITDA, primarily based on our ownership percentage of each owned and leased venture, adjusted to exclude the following items:

Our board of directors and executive management team focus on Adjusted EBITDA as one of the key performance and compensation measures both on a segment and on a consolidated basis. Adjusted EBITDA assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operations both on a segment and on a consolidated basis. Our President and Chief Executive Officer, who is our CODM,chief operating decision maker ("CODM"), also evaluates the performance of each of our reportable segments and determines how to allocate resources to those segments, in part, by assessing the Adjusted EBITDA of each segment. In addition, the talent and compensation committee of our board of directors determines the annual variable compensation and long-term incentive compensation for certain members of our management based in part on financial measures including and/or derived from consolidated Adjusted EBITDA, segment Adjusted EBITDA, or some combination of both.

We believe Adjusted EBITDA is useful to investors because it provides investors with the same information that we use internally for purposes of assessing our operating performance and making compensation decisions and facilitates our comparison of results with our prior-period and forecasted results fromas otherwell companies withinas our industry.industry and competitors.

We exclude revenues for reimbursed costs and reimbursed costs which relate to the reimbursement of payroll costs and for system-wide services and programs that we operate for the benefit of our hotel owners as contractually we do not provide services or operate the related programs to generate a profit or bear a loss over the termslong of the respective contracts.term. If we collect amounts in excess of amounts spent, we have a commitment to our hotel owners to spend these amounts on the related system-wide services and programs. Additionally, if we spend in excess of amounts collected, we have a contractual right to adjust future collections or expenditures to recover prior-period costs. These timing differences are due to our discretion to spend in excess of revenues earned or less than revenues earned in a single period to ensure that the system-wide services and programs are operated in the best long-term interests of our hotel owners. Over the long term, these programs and services are not designed to impact our economics, either positively or negatively.negatively, and instead are designed to result in a cumulative break-even balance. Therefore, we exclude the net impact when evaluating period-over-period changes in our operating results. Adjusted EBITDA includes reimbursed costs related to system-wide services and programs that we do not intend to recover from hotel owners. Finally, we exclude other items that are not core to our operations and may vary in frequency or magnitude, such as transaction and integration costs, asset impairments, unrealized and realized gains and losses on marketable securities, and gains and losses on sales of real estate and other.

Adjusted EBITDA is not a substitute for net income (loss) attributable to Hyatt Hotels Corporation, net income (loss), or any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to our performance. Because of these limitations, Adjusted EBITDA should not be considered as a measure of the income (or loss) generated by our business. Our management compensates for these limitations by referencing our GAAP results and using Adjusted EBITDA supplementally. See our consolidated statements of income (loss) in our consolidated financial statements included elsewhere in this annual report.

See "—Non-GAAP Measure Reconciliation" for a reconciliation of net income (loss) attributable to Hyatt Hotels Corporation to consolidated Adjusted EBITDA.

Adjusted general and administrative expenses, as we define it, is a non-GAAP measure. Adjusted general and administrative expenses excludeexcludes the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense. Adjusted general and administrative expenses assistassists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operations, both on a segment and consolidated basis. See "—Results of Operations" for a reconciliation of general and administrative expenses to Adjusted general and administrative expenses.

ADR represents hotel room revenues,revenues divided by the total number of rooms sold in a given period. ADR measures the average room price attained by a hotel,property, and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotelproperty or group of hotels.properties. ADR is a commonly used performance measure in our industry, and we use ADR to assess the pricing levels that we are able to generate by customer group, as changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described below.

"Comparable system-wide" represents all properties we manage, franchise, or provide services to, including owned and leased properties, that are operated for the entirety of the periods being compared and that have not sustained substantial damage, business interruption, or undergone large-scale renovations during the periods being compared. Comparable system-wide also excludes properties for which comparable results are not available. We may use variations of comparable system-wide to specifically refer to comparable system-wide hotels or our all-inclusive resorts, for those properties that we manage, franchise, or provide services to within theour management and franchising segment. "Comparable owned and leased" represents all properties we ownowned or leaseleased hotels and/or all-inclusive resorts that are operated and consolidated for the entirety of the periods being compared and have not sustained substantial damage, business interruption, or undergone large-scale renovations during the periods being compared. Comparable owned and leased also excludes properties for which comparable results are not available. We may use variations of comparable owned and leased to specifically refer to comparable owned and leased hotels or our all-inclusive resorts, for those properties that we own or lease within the owned and leased segment. Comparable system-wide and comparable owned and leased are commonly used as a basis of measurement in our industry. "Non-comparable system-wide" or "non-comparable owned and leased" represent all propertiesproperties, including those that do not meet the respectiveabove definition of "comparablecomparable." as defined above.

We report the results of our operations both on an as-reportedas reported basis, as well as on a constant dollar basis. Constant Dollar Currency, which is a non-GAAP measure, excludes the effects of movements in foreign currency exchange rates between comparative periods. We believe constant dollar analysis provides valuable information regarding our results as it removes currency fluctuations from our operating results. We calculate Constant Dollar Currency by restating prior-period local currency financial results at current-period exchange rates. These restated amounts are then compared to our current-period reported amounts to provide operationally driven variances in our results.

Net Package ADR represents net package revenues divided by the total number of rooms sold in a given period. Net package revenues generally include revenue derived from the sale of packages at all-inclusive resorts comprised of rooms, food and beverage, and entertainment revenues, net of compulsory tips paid to employees. Net Package ADR measures the average room price attained by a hotel,property, and Net Package ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotelproperty or group of hotels.properties. Net Package ADR is a commonly used performance measure in our industry, and we use Net Package ADR to assess the pricing levels that we are able to generate by customer group, as changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described below.

Net Package RevPAR is the product of the Net Package ADR and the average daily occupancy percentage. Net Package RevPAR generally includes revenue derived from the sale of packages comprised of rooms, food and beverage, and entertainment revenues, net of compulsory tips paid to employees. Our management uses Net Package RevPAR to identify trend information with respect to room revenues from comparable properties and to evaluate hotelproperty performance on a geographical and segment basis. Net Package RevPAR is a commonly used performance measure in our industry.

RevPAR is the product of the ADR and the average daily occupancy percentage. RevPAR does not include non-room revenues, which consist of ancillary revenues generated by a hotel property, such as food and beverage, parking, and other guest service revenues. Our management uses RevPAR to identify trend information with respect to room revenues from comparable properties and to evaluate hotelproperty performance on a geographical and segment basis. RevPAR is a commonly used performance measure in our industry.

RevPAR changes that are driven predominantly by changes in occupancy have different implications for overall revenue levels and incremental profitability than do changes that are driven predominantly by changes in average room rates. For example, increases in occupancy at a hotelproperty would lead to increases in room revenues and additional variable operating costs, including housekeeping services, utilities, and room amenity costs, and could also result in increased ancillary revenues, including food and beverage. In contrast, changes in average room rates typically have a greater impact on margins and profitability as average room rate changes result in minimal direct impacts to variable operating costs.

Our revenues and expenses are affected by a variety of factors. Revenues are principallyprimarily affected by consumer demand, which is closely linked to global and regional economic conditions and is sensitive to business and personal discretionary spending levels. Certain expenses associated with our business, including certain personnel costs, interest, rent, property taxes, insurance, certain salaries and wages, and utilities costs,utilities, are relatively fixed and may increase at a greater rate than our revenues and/or may not be able to be reduced at the same rate as declining revenues. The fixed-cost nature of these expenses limits our ability to offset reductions in revenue through cost-cutting measures, which could adversely affect our net cash flows and profits. This effect can be especially pronounced during periods of economic contraction or slow economic growth,growth and/or when demand rapidly and significantly decreases, as we experienced with the COVID-19 pandemic.decreases. See Part I, Item 1A, "Risk Factors—Risks Related to the Hospitality Industry,Industry" and "Risk Factors—Risks Related to Our Business."

Gross fees. Represents revenues derived from management fees earned from managed hotels and residential units, usually under long-term management and hotel services agreementsunits; franchise fees received in connection with the franchising of our brands, usually under long-term franchise agreementsbrands; license fees received in connection with the licensing of the Hyatt brand names through our co-branded credit card programs and vacation units; management and royalty fees related to the management and licensing of certain of our brands to the Unlimited Vacation Club business; fees from hotel services provided to certain all-inclusive resorts within Latin America and the Caribbean; initial application fees from franchisees; design services fees from third-party owners and franchisees; and termination fees. For a detailed discussion of our management and franchise fees, see Part I, Item 1, "Business—Management and Hotel Services Agreements" and Part I, Item 1, "Business—Franchise Agreements."

Owned and leased revenues. Represents revenues derived from hotel operations, including room rentals and food and beverage sales and other ancillary revenuesservices at our owned and leased properties.hotels. Revenues from the majority of our hotel operations depend heavily on demand from group and transient travelers.

Revenues from room rentals and ancillary revenuesservices are primarily derived from three categories of customers: transient, group, and contract. Transient guests are individual travelers who are traveling for business or leisure. Our groupGroup guests are travelingtravel for group events that reserve a minimum of 10 rooms for meetings or social functions sponsored by corporations, associations, corporate,and social, government, military, educational, religious, fraternal, or other organizations. Group business usually includes a block of room accommodations as well as other ancillary services, such as catering and banquet services. Our contractContract guests are travelingtravel under a contract negotiated for a block of rooms for more than 30 days in duration at agreed-upon rates. Airline crews are typical generators of contract demand for our hotels.

Distribution revenues. Represents revenues derived from the offering of travel products and services through ALG Vacations, including some or all of the following: air transportation,transportation; ground transportation and excursions; hotel accommodations primarily provided by third-party resorts,resorts; and travel insurance,insurance ground transportation,and car rental reservations, and excursionsrentals provided by third parties. Distribution revenues also include commission fees related to Mr & Mrs Smith for bookings made directly through the platform and through third-party partners.

Other revenues. Represents revenues related to our co-branded credit card programs asprior wellto the integration into the loyalty program as discussed above, the Unlimited Vacation Club paid membership program prior to the UVC Transaction as defined in "—Other Items" below, and the Destination Residential Management business, whichprior wasto soldits sale during the year ended December 31, 2023.

Intersegment eliminations. Represents management fee revenues and expenses related to our owned and leased hotels, commission fee revenues and expenses related to certain ALG Vacations bookings, and promotionalfree night award redemption revenues and expenses related to our co-branded credit card programs at our owned and leased hotels, all of which are eliminated in consolidation.

Competition. The hospitality industry is highly competitive. Increased supply can put significant pressure on ADR at our properties as well as those of our competitors. We face competition from new distribution channels in the travel industry, including potential AI platforms; large companies that offer travel services as part of their business model,model; financial services providers such as credit card issuers; search engines; peer-to-peer inventory sources,sources; and industry consolidation. We believe our brand strength and ability to manage our operations in an efficient manner will help us to continue competing successfully within the hospitality industry.

General and administrative expenses. Consists primarily of compensation expenses, including deferred compensation plans funded through contributions to rabbi trusts for certain employees, for our colleagues at our corporate and regional offices, including those that support our management and franchising segment; professional fees, including consulting, audit, and legal fees; travel and entertainment expenses; sales and marketing expenses; credit loss reserves on certain accounts receivables; and office administrative and related expenses, including rent expenses.

Other direct costs. Represents expenses related to direct costs associated with our co-branded credit card programs prior to the integration into the loyalty program as welldiscussed asabove, the paid membership program prior to the UVC Transaction as defined in "—Other Items" below, and the Destination Residential Management business, whichprior wasto soldits sale during the year ended December 31, 2023.

Transaction and integration costs. Consists of expenses related to transaction costs for potential and completed transactions, primarily related to professional fees incurred for acquisitions and dispositions, as well as integration costs incurred primarily related to the integration of recently acquired businesses, including certain compensation expenses, professional fees, sales and marketing expenses, and technology expenses. Transaction costs incurred during the period of a completed disposition and thereafter are recognized in gains (losses) on sales of real estate and other.other or equity earnings (losses) from unconsolidated hospitality ventures, depending on the nature of the transaction.

Depreciation and amortization expenses. Depreciation expenses represent non-cash depreciation of fixed assets such as buildings, furniture, fixtures, and equipment at our consolidated owned and leased propertieshotels and our corporate headquarters and regional offices. Amortization expenses primarily consist of amortization of customer relationships intangibles and management and hotel services agreement and franchise agreement intangibles and customer relationships intangibles. Changes in depreciation and amortization expenses may be driven by renovations of existing properties, acquisition or development of new properties and/or businesses, or the disposition of existing properties and/or businesses through sale or closure.

From time to time, we may acquire businesses to support our long-term growth strategy. We also routinelymay acquire, dispose, or undertake large-scale renovations of hotel properties. The results of operations derived from these properties do not, therefore, meet the definition of comparable as defined in "—Key Business Metrics Evaluated by Management—Comparable system-wide and Comparable owned and leased." TheOur results of operations from the acquisition and disposition of these properties,businesses however,and/or properties may havebe amaterially material effect on our results fromimpacted period to periodperiod. andThese are,key therefore,transactions are discussed separately in "—Results of Operations," when material.

At MarchJune 31,30, 2026, there have been no material changes from the risk factors previously disclosed in response to Item 1A to Part I of our 2025 Form 10-K.

During the threesix months ended MarchJune 31,30, 2026, we revised our definition of Adjusted EBITDA to no longer include our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA, and we recast prior-period results to provide comparability. The revised definition is consistent with information provided to our CODM. See "—Key Business Metrics Evaluated by Management" for an explanation of how we utilize Adjusted EBITDA, why we present it, and material limitations on its usefulness, as well as a reconciliation of our net income (loss) attributable to Hyatt Hotels Corporation to Adjusted EBITDA.

Additionally, during the fourth quarter of 2025, we amended our co-branded credit card agreement with a third party, and as of the effective date of the amendment, the co-branded credit card programs were integrated into our loyalty program. Prior to the integration, certain amounts related to our co-branded credit card programs were recognized in other revenues, other direct costs, and general and administrative expenses on our condensed consolidated statements of income.income (loss). Following the integration into the loyalty program, these amounts are recognized in revenues for reimbursed costs and reimbursed costs on our condensed consolidated statements of income.income (loss). License fee revenues continue to be recognized within franchise and other fees.

Consolidated revenues increased $30$21 million, or 1.8%,1.2%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. Gross fee revenues and revenues for reimbursed costs increased $26$23 million and $59$78 million, respectively, primarily driven by higher revenues and improved operating performance at our existing properties as well as growth of our hotel portfolio compared to the three months ended MarchJune 31,30, 2025. DistributionOwned and leased revenues decreased by $41$30 million, compared to the three months ended MarchJune 31,30, 2025, primarily driven by the sale of the Playa Hotels Portfolio. Distribution revenues decreased by $37 million, compared to the three months ended June 30, 2025, driven by lower booking volumes, in part due to reduced travel demand to certain destinations following security-related incidents in Mexico and Hurricane Melissa in Jamaica.destinations.

Comparable system-wide hotels Revenue per Available Room ("RevPAR") for the three months ended MarchJune 31,30, 2026 was $143.04,$158.70, which represented a 5.4%5.9% improvementincrease compared to the three months ended MarchJune 31,30, 2025 in constant dollars. Comparable system-wide all-inclusive resorts Net Package RevPAR for the three months ended MarchJune 31,30, 2026 was $284.36,$197.45, which represented a 7.4%1.2% increasedecrease compared to the three months ended MarchJune 31,30, 2025 in reported dollars. See "—RevPAR and Net Package RevPAR Statistics" for further discussion.

During the three months ended MarchJune 31,30, 2026, leisure transient and group RevPAR improvedimproved, driven by strong leisureperformance transient travel across Asia Pacific andin the United States throughout the quarter, in part due to the impact of the FIFA World Cup, compared to the three months ended MarchJune 31,30, 2025. GroupLeisure transient RevPAR improvedalso drivenbenefited byfrom strongcontinued resortstrength performanceacross inAsia the Americas (excluding United States) as well as the impact of the Winter Olympics in Europe.Pacific. Business transient RevPAR improved driven by strong performance from United States full service and select service properties asand wellAsia as ASPACPacific (excluding Greater China). At MarchJune 31,30, 2026, group booking pace for AprilJuly through December 2026 at our comparable full service managed hotels in the United States is up 4.7%5.7% compared to the same period in 2025.

During the three months ended MarchJune 31,30, 2026, we reported $38$110 million of net income attributable to Hyatt Hotels Corporation, representing a $18$113 million increase, compared to the three months ended MarchJune 31,30, 2025, primarily driven by an increase in fee revenues and decreases in distribution expenses and provision for income taxes, partially offset by a decrease in distributiontransaction and integration costs and increases in other income (loss), net and net fee revenues. During the three months ended MarchJune 31,30, 2026, Adjusted EBITDA was $266$297 million, aan $5$11 million increase compared to the three months ended MarchJune 31,30, 2025. See "—Results of Operations" and "—Segment Results" for further discussion.

RevPAR at our comparable system-wide hotels increased during the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, primarily driven by strongcontinued strength in leisure transient travel across Asia Pacific andin the United States.States Duringand Asia Pacific. RevPAR at our comparable system-wide hotels also benefited from strong ADR as well as strong group travel in the United States, in part due to the impact of the FIFA World Cup during the three months ended MarchJune 31,30, 2026. During the three and six months ended June 30, 2026, the Middle East & Africa was negatively impacted by geopolitical conflict in the Middle East.

Net Package RevPAR at our comparable all-inclusive resorts increaseddecreased during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, drivenprimarily bydue higherto Netthe Packageimpact ADR, despiteof reduced demand for travel to certain destinations following security-related incidents in Mexico. Net Package RevPAR at our comparable all-inclusive resorts increased during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, as the impact from reduced demand for travel was more than offset by higher Net Package ADR in the first quarter of 2026.

RevPAR at our comparable owned and leased hotels increased during the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, primarily driven by strong ADR as well as strong group and leisure transient demand.

Three and Six Months Ended MarchJune 31,30, 2026 Compared with Three and Six Months Ended MarchJune 31,30, 2025

For additional information regarding our consolidated results, refer to our condensed consolidated statements of income (loss) included in this Quarterly Report.

TheChanges impactin fromthe ourfair value of marketable securities held in rabbi trusts to fund our deferred compensation plans throughare rabbidriven trustsby wasthe market performance of the underlying invested assets. The changes in fair value were recognized onin the following financial statement line items and had no impact on net income (loss):

Base and incentive management fees increased during the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, primarily driven by new long-term management agreements with the third-party buyer of the Playa Hotels PortfolioPortfolio. andThe increase in base management fees was also driven by strong leisure transient demand.demand, most notably in the United States and Asia Pacific. Incentive management fees also benefited from improved hotel performance in Asia Pacific, partially offset by the impact of reduced demand for travel to certain destinations in the Americas (excluding United States), andas well as the Middle East & Africa in part due to reduced demand for travel following security-related incidents in Mexico, Hurricane Melissa in Jamaica, and the geopolitical conflict in the Middle East.

Franchise and other fees increased during the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, primarily driven by license fees, which benefited from our co-branded credit card programs, and franchise fees due to hotel performance in the United States and license fees, which benefited in part from our co-branded credit card programs,States, partially offset by franchise fees recognized in 2025 related to properties that are now subject to long-term management agreements with the third-party buyer of the Playa Hotels Portfolio.

Contra revenue increased during the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025, primarily due to accelerated amortization of key money assets, partially offset by a payment made to a third-party owner and accrued performance cure payments in 2025.

Comparable owned and leased revenues increased during the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, primarily driven by strong ADR and leisure transient travel.demand.

Non-comparable owned and leased revenues decreased during the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, primarily driven by the sale of the Playa Hotels Portfolio and the sale of the shares of the entities that own three Alua properties in the fourth quarter of 2025.

Distribution revenues. During the three and six months ended MarchJune 31,30, 2026, distribution revenues decreased $41$37 million and $78 million, respectively, compared to the three and six months ended MarchJune 31,30, 2025, driven by lower booking volumes, in part due to reduced travel demand to certain destinations following security-related incidents in Mexico and Hurricane Melissa in Jamaica.

Other revenues. During the three and six months ended MarchJune 31,30, 2026, other revenues decreased $11 million and $22 million, respectively, compared to the three and six months ended MarchJune 31,30, 2025, driven by the integration of our co-branded credit card programs into the loyalty program in the fourth quarter of 2025.

Revenues for reimbursed costs increased during the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, primarily driven by higher reimbursements for payroll and related expenses at managed properties where we are the employer and an increase in reimbursed costs related to system-wide services provided to managed and franchised properties. The higher reimbursements for expenses were due to increased demand at our existing properties and portfolio growth.

General and administrative expenses increased during the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, primarily due to creditthe lossmarket reservesperformance onof certainthe receivablesunderlying asinvestments wellin asmarketable securities held to fund our deferred compensation plans through rabbi trusts and payroll and related costs, which increased in part due to the Playa Hotels Acquisition. During the three months ended June 30, 2026, compared to the three months ended June 30, 2025, the increase was partially offset by the reversal of credit loss reserves on certain receivables.

Comparable owned and leased expenses increased during the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, primarily due to increased variable expenses at certain hotels, most notably payroll and related costs.

Non-comparable owned and leased expenses decreased during the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, primarily driven by the sale of the Playa Hotels Portfolio and the sale of the shares of the entities that own three Alua properties in the fourth quarter of 2025.

Distribution expenses. During the three and six months ended MarchJune 31,30, 2026, distribution expenses decreased $21 million and $42 million, compared to the three and six months ended MarchJune 31,30, 2025, driven by lower booking volumes, in part due to reduced travel demand to certain destinations following security-related incidents in Mexico and Hurricane Melissa in Jamaica, as well as cost managementreduction strategies.actions.

Other direct costs. During the three and six months ended MarchJune 31,30, 2026, other direct costs decreased $24$20 million and $44 million, respectively, compared to the three and six months ended MarchJune 31,30, 2025, driven by the integration of our co-branded credit card programs into the loyalty program in the fourth quarter of 2025.

Transaction and integration costs. During the three and six months ended MarchJune 31,30, 2026, transaction and integration costs decreased $7$74 million and $81 million, respectively, compared to the three and six months ended MarchJune 31,30, 2025, primarily due to transaction costs in 2025 related to the Playa Hotels Acquisition, partially offset by integration costs in 2026 related to the Playa Hotels Acquisition.

Depreciation and amortization expenses. During the three and six months ended MarchJune 31,30, 2026, depreciation and amortization expenses decreased $4$9 million and $13 million, respectively, compared to the three and six months ended MarchJune 31,30, 2025, primarily driven by lower amortization expense due to certain fully amortized intangible assets and lower depreciation and amortization expenses as a result of the sale of the shares of the entities that own three Alua properties in the fourth quarter of 2025.

Reimbursed costs increased during the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, primarily driven by increased payroll and related expenses at managed properties where we are the employer and expenses related to system-wide services provided to managed and franchised properties. The higher expenses were due to increased demand at our existing properties and portfolio growth.

AssetInterest impairments.expense. During the three and six months ended MarchJune 31,30, 20262026, andinterest Marchexpense 31,decreased 2025, we recognized $21$10 million and $4$11 million, respectively, compared to the three and six months ended June 30, 2025, primarily driven by the repayment of impairmentthe chargesDDTL Loans, redemptions of certain of our senior notes, and bridge commitment fees related to intangiblethe assets.Playa Hotels Acquisition, partially offset by issuances of senior notes, all of which occurred in 2025. See Part I, Item 1, "Financial Statements—Note 710 to our Condensed Consolidated Financial Statements" for additional information.

OtherAsset incomeimpairments. (loss),During net.the three and six months ended June 30, 2026, we recognized $5 million and $26 million, respectively, of impairment charges related to intangible assets. During the three months ended MarchJune 31,30, 2026,2025, otherwe incomerecognized (loss), net increased $7$10 million comparedof impairment charges related to property and equipment, operating lease ROU assets, and intangible assets. During the threesix months ended MarchJune 31,30, 2025.2025, we recognized an additional $4 million of impairment charges related to intangible assets. See Part I, Item 1, "Financial Statements—Note 185 and Note 8 to our Condensed Consolidated Financial Statements" for additional information.

Provision for income taxes increased and the effective tax rate decreased during the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, primarily due to aincreased taxpre-tax benefit recognized in 2026 related to the settlement of an assumed tax liability that was triggered by the Playa Hotels Acquisition. Additionally, the decrease was driven by tax expense recognized in 2025 related to a foreign tax audit.income. See Part I, Item 1, "Financial Statements—Note 1112 to our Condensed Consolidated Financial Statements" for additional information.

Adjusted EBITDA increased during the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, primarily driven by increases in gross fee revenues, partially offset by increased general and administrative expenses, primarily due to credit loss reserves on certain receivables as well as payroll and related costs, which increased in part due to the Playa Hotels Acquisition. During the three months ended June 30, 2026, compared to the three months ended June 30, 2025, the increase in general and administrative expenses was partially offset by the reversal of credit loss reserves on certain receivables. Additionally, the results of our co-branded credit card programs recognized in other revenues and other direct costs prior to the integration into the loyalty program in the fourth quarter of 2025 negatively impacted Adjusted EBITDA during the three and six months ended MarchJune 31,30, 2025.

Adjusted EBITDA is not a substitute for net income (loss) attributable to Hyatt Hotels Corporation, net income (loss), or any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to our performance. Because of these limitations, Adjusted EBITDA should not be considered as a measure of the income or loss generated by our business. Our management compensates for these limitations by referencing our GAAP results and using Adjusted EBITDA supplementally. See our condensed consolidated statements of income (loss) in our condensed consolidated financial statements included elsewhere in this Quarterly Report.

See below for a reconciliation of net income (loss) attributable to Hyatt Hotels Corporation to Adjusted EBITDA.

ADR represents hotel room revenues divided by the total number of rooms sold in a given period. Net Package ADR measuresrepresents net package revenues divided by the total number of rooms sold in a given period. Net package revenues generally include revenue derived from the sale of packages at all-inclusive resorts comprised of rooms, food and beverage, and entertainment revenues, net of compulsory tips paid to employees. ADR and Net Package ADR measure the average room price attained by a property, and ADRtrends trendsin these metrics provide useful information concerning the pricing environment and the nature of the customer base of a property or group of properties. ADR isand aNet Package ADR are commonly used performance measuremeasures in our industry, and we use ADRthese metrics to assess the pricing levels that we are able to generate by a customer group, as changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described in "—RevPAR and Net Package RevPAR" below.

RevPAR is the product of the ADR and the average daily occupancy percentage.percentage RevPARand does not includeexcludes non-room revenues, which consist of ancillary revenues generated by a property, such as food and beverage, parking, and other guest service revenues. OurNet management usesPackage RevPAR is the product of Net Package ADR and the average daily occupancy percentage and generally includes revenue derived from the sale of packages at all-inclusive resorts comprised of rooms, food and beverage, and entertainment revenues, net of compulsory tips paid to employees. RevPAR and Net Package RevPAR are commonly used performance measures in our industry, and we use these metrics to identify trend information with respect to room revenues from comparable properties and to evaluate property performance on a geographical and segment basis. RevPAR is a commonly used performance measure in our industry.

Changes in RevPAR changesand Net Package RevPAR that are driven predominantly by changes in occupancy have different implications for overall revenue levels and incremental profitability than do changes that are driven predominantly by changes in average room rates. For example, increases in occupancy at a property would lead to increases in room revenues or net package revenues, as applicable, and additional variable operating costs, including housekeeping services, utilities, and room amenity costs,costs. andIncreases in occupancy at properties measured using RevPAR could also result in increased ancillary revenues, includingsuch as food and beverage. In contrast, changes in average room rates typically have a greater impact on margins and profitability as average room rate changes result in minimal direct impacts to variable operating costs.

The tabletables below providesprovide a reconciliation of net income (loss) attributable to Hyatt Hotels Corporation to Adjusted EBITDA:

At MarchJune 31,30, 2026, we had $2,168$2,103 million of total liquidity, including $671$606 million of cash, cash equivalents, and short-term investments and $1,497 million of availability under our revolving credit facility, net of outstanding letters of credit.credit outstanding.

Cash flows from financingoperating activities. During the threesix months ended MarchJune 31,30, 2026, cash flows from financingoperating activities decreased,increased, compared to the threesix months ended MarchJune 31,30, 2025, primarily due to proceedsdecreases fromin thecash issuancepaid offor thetransaction 2028costs Notes and 2032 Notes, which were usedrelated to finance the Playa Hotels Acquisition,Acquisition partiallyand offsetcash bypaid thefor repaymentincome of the 2025 Notes.taxes.

We routinely make capital expenditures to enhance our business primarily through renovations at our owned properties, investments in technology, and other capital projects. We have been, and will continue to be, disciplined with respect to our capital spending, taking into account our cash flows from operations. During the three months ended March 31, 2026, capital expenditures decreased $7 million, compared to the three months ended March 31, 2025, primarily driven by lower investments in technology and renovation spend.

At MarchJune 31,30, 2026, we had $4.3 billion of total debt outstanding, of which $605 million is due in the short term. Interest on our Senior Notes is payable semi-annually. Our total debt, excluding finance lease obligations, unamortized discounts, and unamortized deferred financing fees, had a weighted-average interest rate of 5.3% and a weighted-average maturity of approximately 4four years. At MarchJune 31,30, 2026, we were in compliance with all applicable covenants under the indenture governing our Senior Notes.

Our revolving credit facility is intended to provide financing for working capital and general corporate purposes, including commercial paper backup and permitted investments and acquisitions. At MarchJune 31,30, 2026, we had no balance outstanding, and we were in compliance with all applicable covenants under theour revolving credit facility.

We issue letters of credit either under our revolving credit facility or directly with financial institutions. At MarchJune 31,30, 2026, we had $111 million in letters of credit issued directly with financial institutions outstanding. These letters of credit mature on various dates through 2027 and had weighted-average fees of approximately 92 basis points.