Hyatt Hotels CORP 8-K Filing

Key Financial Figures

• $0.01 — ch registered Class A common stock, $0.01 par value H New York Stock Exchange
• $400,000,000 — ation (the " Company ") issued and sold $400,000,000 of its 5.400% Senior Notes due 2035 (th
• $396.2 m — eeds from the Offering of approximately $396.2 million, after deducting underwriters' di

Filing Documents

• tm2532262d1_8k.htm (8-K) — 42KB
• tm2532262d1_ex1-1.htm (EX-1.1) — 165KB
• tm2532262d1_ex4-1.htm (EX-4.1) — 155KB
• tm2532262d1_ex5-1.htm (EX-5.1) — 23KB
• tm2532262d1_ex5-1img001.jpg (GRAPHIC) — 10KB
• 0001104659-25-116442.txt ( ) — 641KB
• h-20251126.xsd (EX-101.SCH) — 3KB
• h-20251126_lab.xml (EX-101.LAB) — 33KB
• h-20251126_pre.xml (EX-101.PRE) — 22KB
• tm2532262d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Offering of the Notes On November 26, 2025, Hyatt Hotels Corporation (the " Company ") issued and sold $400,000,000 of its 5.400% Senior Notes due 2035 (the " Notes ") in a public offering (the " Offering ") pursuant to an effective Registration Statement on Form S-3 (Registration No. 333-274272) (the " Registration Statement "). The Company received net proceeds from the Offering of approximately $396.2 million, after deducting underwriters' discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to repay all of the 4.850% notes due 2026 (the " 2026 Notes "). The Company will use any remaining net proceeds for general corporate purposes the Company may deem necessary or advisable, and to pay fees and expenses related to the Offering. Indenture The Notes were issued pursuant to an indenture, dated August 30, 2023 (the " Base Indenture "), between the Company and Computershare Trust Company, N.A., as trustee (the " Trustee "), as supplemented by a fourth supplemental indenture, dated November 26, 2025 (the " Fourth Supplemental Indenture " and, together with the Base Indenture, the " Indenture "), between the Company and the Trustee, setting forth the terms of the Notes. The Base Indenture was included as Exhibit 4.5 to the Company's Registration Statement on Form S-3 (No. 333-274272), filed on August 30, 2023, and is incorporated herein by reference. The Fourth Supplemental Indenture and the form of the Notes are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference. The Fourth Supplemental Indenture and the form of the Notes are also filed with reference to, and are hereby incorporated by reference in, the Registration Statement. Terms of the Notes Interest and Maturity. The Notes will bear interest at a rate of 5.400% per annum, which will be payable semi-annually on June 15 and Decembe

01. Other Events

Item 8.01. Other Events. Underwriting Agreement The Notes were sold pursuant to an Underwriting Agreement, dated as of November 17, 2025 (the " Underwriting Agreement "), by and among the Company and Deutsche Bank Securities Inc., PNC Capital Markets LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein. The Underwriting Agreement sets forth the terms and conditions pursuant to which the Company agreed to sell the Notes to the underwriters and the underwriters agreed to purchase the Notes from the Company for resale to the public in the Offering. The Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The Underwriting Agreement is also filed with reference to, and is hereby incorporated by reference in, the Registration Statement. Legal Opinion Letter In connection with the Offering, a legal opinion letter of Latham & Watkins LLP regarding the validity of the Notes is attached as Exhibit 5.1 hereto. The legal opinion letter is also filed with reference to, and is hereby incorporated by reference in, the Registration Statement. Redemption of the 2026 Notes On November 20, 2025, the Company issued a notice of redemption to holders of its 2026 Notes for the redemption of all $400,000,000 outstanding aggregate principal amount of the 2026 Notes. The redemption date for the 2026 Notes will be December 15, 2025. The redemption price for the 2026 Notes will be calculated in accordance with the indenture governing the 2026 Notes and will be equal to the sum of 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date. After such redemption, no 2026 Notes will remain outstanding. The Company intends to fund the redemption with the proceeds from the Offering. The foregoing does not constitute a notice of redemption with respect to the 2026 Notes.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Document Description 1.1 Underwriting Agreement, dated as of November 17, 2025, by and among the Company and Deutsche Bank Securities Inc., PNC Capital Markets LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein. 4.1 Fourth Supplemental Indenture, dated as of November 26, 2025, between the Company and Computershare Trust Company, N.A., as trustee. 4.2 Form of 5.400% Senior Note due 2035 (included in Exhibit 4.1). 5.1 Opinion of Latham & Watkins LLP, dated November 26, 2025. 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Hyatt Hotels Corporation Date: November 26, 2025 By: /s/ Joan Bottarini Name: Joan Bottarini Title: Executive Vice President, Chief Financial Officer

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