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What changed in Hyatt Hotels Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Hyatt Hotels Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+598 added−649 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-13)

Top changes in Hyatt Hotels Corp's 2025 10-K

598 paragraphs added · 649 removed · 463 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

100 edited+61 added−49 removed76 unchanged
Biggest changeOur strategy is guided and refined based on the outcome we seek—that each of our stakeholders choose Hyatt more over time and consider Hyatt to be the most preferred hospitality brand serving guests at the high-end of each segment in which our brands operate. 5 Table of Contents Description of Brands Brand (3) Chain Scale (4) Customer Base December 31, 2024 Rooms (1)(2) Managed (5) Franchised Owned and Leased (6) Luxury Portfolio Luxury Leisure and business; meetings 8,390 — 549 Luxury Leisure and business; meetings; social events 1,942 — — Luxury/Wellness Leisure; meetings — — 383 Luxury All-Inclusive Leisure 323 — — Luxury Leisure and business; meetings 3,104 5,282 — Lifestyle Portfolio Luxury Leisure and business; meetings 5,904 715 507 Luxury Leisure and business; meetings 3,329 662 — Upper Upscale Leisure and business; meetings 942 580 — Upper Upscale Leisure and business; meetings 808 178 — Upper Upscale Leisure 187 — — Luxury All-Inclusive Leisure; adult-only; social events; meetings 2,311 — — Upper Upscale Leisure and business; meetings 2,224 6,270 — Upper Upscale Leisure 598 — — Upper Upscale Leisure and business — 1,137 — 6 Table of Contents Inclusive Collection Luxury All-Inclusive Leisure; adult-oriented 541 — — Luxury All-Inclusive Leisure; meetings; social events; families 438 2,234 — Luxury All-Inclusive Leisure; adult-only; meetings; social events 291 919 — Luxury All-Inclusive Leisure; adult-only; meetings 9,719 — — Luxury All-Inclusive Leisure; families; meetings 13,741 — — Upper Upscale All-Inclusive Leisure; adult-only 400 — — Upper Upscale All-Inclusive Leisure 3,803 — — Upscale All-Inclusive Leisure 6,760 — 2,325 Classics Portfolio Luxury Leisure and business; meetings; social events 32,495 1,331 903 Upper Upscale Business and leisure; meetings; social events; conventions; associations 72,136 20,981 3,355 Luxury Leisure and business; meetings; social events; associations 2,670 3,769 — Upper Upscale Leisure and business; meetings 6,887 6,811 138 Vacation Ownership Owners of vacation units; leisure — — — Upper Upscale Business and leisure; meetings 1,087 1,151 1,298 7 Table of Contents Essentials Portfolio Upscale Leisure and business 390 377 — Upscale Business and leisure; meetings 13,447 49,403 794 Upscale Extended-stay guests; business and leisure; meetings 3,268 16,328 — Upper Midscale Extended-stay guests; business transient — — — Upper Midscale Business and leisure; meetings — 8,083 — (1) Figures include eight properties that Hyatt currently intends to rebrand to the respective brand at a future date and six non-branded managed properties.
Biggest changeDescription of Brands Brand (3) Chain Scale (4) Customer Base Rooms at December 31, 2025 (1), (2) Managed (5) Franchised Owned and Leased (6) Luxury Portfolio Luxury Leisure and business; meetings; social events 8,827 — 549 Luxury Leisure and business; meetings; social events 1,947 — — Luxury/Wellness Leisure and business; adult-only; meetings — — 383 Luxury All-Inclusive Leisure; adult-only 323 — — Luxury Leisure and business; meetings 3,111 6,167 — 6 Table of Contents Lifestyle Portfolio Luxury Leisure and business; meetings; social events 6,748 715 507 Luxury Leisure and business; meetings; social events 3,382 472 — Upper Upscale Leisure and business; meetings; social events 1,386 580 — Upper Upscale Leisure and business; meetings; social events 808 178 — Upper Upscale Leisure 187 — — Luxury All-Inclusive Leisure and business; adult-only; meetings; social events 2,311 — — Upper Upscale Leisure and business; meetings 2,267 6,069 — Upper Upscale Leisure and business; meetings; social events 498 — — Upscale Leisure and business — 1,364 — 7 Table of Contents Inclusive Collection Luxury All-Inclusive Leisure; adult-oriented 543 — — Luxury All-Inclusive Leisure and business; meetings; social events; families 2,578 — — Luxury All-Inclusive Leisure and business; adult-only; meetings; social events 1,320 — — Luxury All-Inclusive Leisure and business; adult-only; meetings; social events 10,697 — — Luxury All-Inclusive Leisure and business; meetings; social events; families 14,712 — — Upper Upscale All-Inclusive Leisure; adult-only 924 — — Upper Upscale All-Inclusive Leisure; social events; families 11,648 — — Upscale All-Inclusive Leisure 7,443 — 1,262 Upper Upscale All-Inclusive Leisure; families 4,147 — — 8 Table of Contents Classics Portfolio Luxury Leisure and business; meetings; social events 32,232 1,331 904 Upper Upscale Leisure and business; meetings; social events; conventions; associations 73,056 22,694 3,355 Luxury Leisure and business; meetings; social events; associations 2,375 4,431 — Upper Upscale Leisure and business; meetings 7,269 7,554 138 Vacation Ownership Owners of vacation units; leisure — — — Upper Upscale Leisure and business; meetings 1,206 969 1,298 9 Table of Contents Essentials Portfolio Upscale Leisure and business 623 377 — Upscale Leisure and business 1,598 256 — Upscale Leisure and business; meetings 14,887 51,735 794 Upscale Extended-stay guests; leisure and business; meetings 3,365 17,031 — Upper Midscale Extended-stay guests; leisure and business — 242 — Upper Midscale Leisure and business — 203 — Upper Midscale Leisure and business; meetings — 10,147 — (1) Figures include properties in our system that are not yet operating under such brand, but are expected to rebrand to such brand at a future date.
In addition to our management and hotel services fees, we charge owners for certain services provided by us on a centralized or regional basis, including, without limitation, reservation functions, certain sales functions, digital and technology, digital media, national advertising, certain marketing and promotional services, human resource services, insurance programs, and other corporate services.
In addition to our management and hotel services fees, we charge owners for certain services provided by us on a centralized or regional basis, including, without limitation, centralized reservation functions, certain sales functions, digital and technology, digital media, national advertising, certain marketing and promotional services, human resource services, insurance programs, and other corporate services.
Members earn points based on their spend at our properties and through our experience platform; by transacting with our strategic loyalty alliances, including American Airlines and Peloton; or in connection with spend on the World of Hyatt co-branded consumer and business credit cards.
World of Hyatt members earn points based on their spend at our properties and through our experience platform; by transacting with our strategic loyalty alliances, including American Airlines and Peloton; or in connection with the co-branded consumer and business credit cards.
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, including without limitation, sales and revenue management, marketing, global care centers (including reservation and customer support), digital and technology, and digital media (collectively, "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 management and hotel services agreements based primarily on the value and quality of our management and hotel services, brand name recognition and reputation, loyalty program penetration, the level of our management fees, room rate expectations, costs associated with system-wide services, including without limitation, sales and revenue management, marketing, global care centers (including reservation and customer support), digital and technology, and digital media (collectively, "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.
All Pritzkers have agreed to cast and submit by proxy to us their votes in a manner consistent with the foregoing voting agreement at least five business days prior to the scheduled date of any annual or special meeting of stockholders.
All Pritzkers have agreed to cast and submit by proxy to us their votes in a manner consistent with the foregoing voting agreement at least five business days prior to the scheduled date of any annual or special meeting of stockholders.
Upon the unanimous affirmative vote of our independent directors (excluding for such purposes any Pritzker), such 25% limitation may, with respect to each such 12 month period, be increased to a higher percentage or waived entirely.
Upon the unanimous affirmative vote of our independent directors (excluding for such purposes any Pritzker), such 25% limitation may, with respect to each such 12 month period, be increased to a higher percentage or waived entirely.
Sales of our common stock, including Class A common stock and Class B common stock, between and among Pritzkers is permitted without regard to the sale restrictions described above and such sales are not counted against the 25% sale limitation.
Sales of our common stock, including Class A common stock and Class B common stock, between and among Pritzkers is permitted without regard to the sale restrictions described above and such sales are not counted against the 25% sale limitation.
S ee Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics Evaluated by Management—Adjusted Earnings Before Interest Expense, Taxes, Depreciation, and Amortization ("Adjusted EBITDA")" for our definition of Adjusted EBITDA, how we utilize it, 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 consolidated Adjusted EBITDA for the periods presented.
S ee Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics Evaluated by Management—Adjusted Earnings Before Interest Expense, Taxes, Depreciation, and Amortization ("Adjusted EBITDA")" for our definition of Adjusted EBITDA, how we utilize it, 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 for the periods presented.
Our existing global presence is widely distributed, our hotels operate in some of the most populous urban centers and highly desirable resort destinations around the globe, and we believe our existing hotels, located in key markets, provide us with a strong platform from which to intently pursue new growth opportunities in markets where our brands are less prevalent. • Deep Culture and Experienced Management Teams.
Our existing global brand presence is widely distributed, our hotels operate in some of the most populous urban centers and highly desirable resort destinations around the globe, and we believe our existing hotels, located in key markets, provide us with a strong platform from which to intently pursue new growth opportunities in markets where our brands are less prevalent. • Deep Culture and Experienced Management Teams.
Insurance Properties we manage, franchise, provide services to, license, own, and lease outright or through hospitality ventures are insured under different insurance programs depending on whether the property participates in our insurance programs or in the insurance programs of the property owner, including hospitality ventures; franchisee; or licensee.
Insurance Properties we manage, franchise, provide services to, license, own, and lease outright or through hospitality ventures are insured under different insurance programs depending on whether the property participates in our insurance programs or in the insurance programs of the property owner, including the hospitality venture, franchisee, or licensee.
A party to the agreement may not solicit others to initiate or be a named plaintiff in such litigation (i) unless two thirds of the independent directors (excluding for such purposes any Pritzker) of a board of directors having at least three independent directors (excluding for such purposes any Pritzker) do not vote in favor of the matter that is the subject of the litigation or (ii) in the case of affiliated transactions reviewed by our board of directors, unless at least one independent director (excluding for such purposes any Pritzker) did not approve the transaction. 20 Table of Contents 2007 Stockholders' Agreement One investor remains party to the 2007 Stockholders' Agreement, which provides for certain rights and obligations as described below.
A party to the agreement may not solicit others to initiate or be a named plaintiff in such litigation (i) unless two thirds of the independent directors (excluding for such purposes any Pritzker) of a board of directors having at least three independent directors (excluding for such purposes any Pritzker) do not vote in favor of the matter that is the subject of the litigation or (ii) 22 Table of Contents in the case of affiliated transactions reviewed by our board of directors, unless at least one independent director (excluding for such purposes any Pritzker) did not approve the transaction. 2007 Stockholders' Agreement One investor remains party to the 2007 Stockholders' Agreement, which provides for certain rights and obligations as described below.
No single customer is material to our business. Our global and regional teams consist of colleagues at global and regional sales offices around the world who are focused on group business, corporate and leisure traveler accounts, and travel agencies.
No single customer is material to our business. Our global, national, and regional teams consist of colleagues at sales offices around the world who are focused on group business, corporate and leisure traveler accounts, and travel agencies.
The new system is designed to make the guest search and booking process even smoother and increase visibility for property availability through flexible calendar search, an enhanced rooms rates and view, and an efficient booking process. We have 15 global care centers that service our global guest, customer, and loyalty member base 24 hours a day, seven days a week.
The new system is designed to make the guest search and booking process even smoother and increase visibility for property availability through flexible calendar search, an enhanced rooms rates and view, and an efficient booking process. We have 21 global care centers that service our global guest, customer, and loyalty member base 24 hours a day, seven days a week.
Marketing We are focused on the high-end traveler, positioning our offerings at the top of each segment in which our brands operate. Our marketing strategy is designed to drive loyalty and community through global, regional, field, and digital marketing efforts. Building and differentiating each of our brands is critical to increasing Hyatt's brand preference.
Marketing We are focused on the high-end traveler, positioning our offerings at the top of each segment in which our brands operate. Our marketing strategy is designed to drive incremental bookings, loyalty, and community through global, regional, field, and digital marketing efforts. Building and differentiating each of our brands is critical to increasing Hyatt's brand preference.
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.
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 18 Table of Contents 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.
The ALG Vacations business includes Amstar, a destination management business, and Trisept Solutions, a technology platform for travel merchandise and distribution. Amstar provides world-class expertise in destination services, transfers, and excursions to individuals, travel agencies, groups, corporations, tour operators, and meeting planners throughout eight countries and 39 destinations in the Americas.
The ALG Vacations business includes Amstar, a destination management business, and Trisept Solutions, a technology platform for travel merchandise and distribution. Amstar provides world-class expertise in destination services, transfers, and excursions to individuals, travel agencies, groups, corporations, tour operators, and meeting planners throughout seven countries and 39 destinations in the Americas.
For additional information, see Part I, Item 1A, "Risk Factors—Risks Related to Our Business—Any failure to protect our trademarks and intellectual property could reduce the value of our brand names and harm our business." Government Regulation We are subject to numerous foreign, federal, state, and local government laws and regulations, including those relating to employment practices, laws and regulations that govern the offer and sale of franchises, health and safety, competition, anti-bribery, and anti-corruption, the preparation and sale of food and beverages, building and zoning requirements, cybersecurity, data privacy, data localization, the handling of personally identifiable information, and general business license and permit requirements, in various jurisdictions.
For additional information, see Part I, Item 1A, "Risk Factors—Risks Related to Our Business—Any failure to protect our trademarks and intellectual property could reduce the value of our brand names and harm our business." Government Regulation We are subject to numerous foreign, federal, state, and local government laws and regulations, including those relating to employment practices, laws and regulations that govern the offer and sale of franchises, health and safety, competition, anti-bribery, and anti-corruption, the preparation and sale of food and beverages, building and zoning requirements, cybersecurity, data privacy, data localization, the handling of personally identifiable information, the development and deployment of AI technologies, and general business license and permit requirements, in various jurisdictions.
We compete for guests at hotels and resorts and for customers of our services 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 guests at hotels and resorts and for customers of our services based primarily on brand name recognition and reputation, location, customer satisfaction, room rates, quality of service, amenities, quality of accommodations, security, and the ability to earn and redeem loyalty program points.
Additionally, certain information we may disclose, particularly in the corporate responsibility context, is informed by the expectations of various stakeholders or third-party frameworks and, as such, may not necessarily be material for purposes of our filings under U.S. federal securities laws, even if we use "material" or similar language in discussing such matters.
Additionally, certain information we may disclose, particularly in the corporate responsibility context, is informed by the expectations of various 24 Table of Contents stakeholders or third-party frameworks and, as such, may not necessarily be material for purposes of our filings under U.S. federal securities laws, even if we use "material" or similar language in discussing such matters.
Competition exists for hotel and resort guests, vacation membership customers, management and hotel services agreements and franchise agreements, sales of vacation and branded residential properties, and online travel customers, including leisure and business travelers as well as travel agencies and tour operators.
Competition exists for hotel and resort guests, vacation membership customers, management and hotel services agreements and franchise agreements, sales of vacation and branded residential units, and online travel customers, including leisure and business travelers as well as travel agencies and tour operators.
Our key accounts consist of major corporations; national, state, and regional associations; specialty market accounts, including social, government, military, educational, religious, and fraternal organizations; travel agency and luxury organizations; and a broad and diverse group of individual consumers. Our global and regional sales teams target multiple brands to key customer accounts within these groups.
Our key accounts consist of major corporations; national, state, and 16 Table of Contents regional associations; specialty market accounts, including social, government, military, educational, religious, and fraternal organizations; travel agency and luxury organizations; and a broad and diverse group of individual consumers. Our global, national, and regional sales teams target multiple brands to key customer accounts within these groups.
The following descriptions of these agreements do not purport to be complete and are subject to, and qualified in their entirety by, the Amended and Restated Global Hyatt Agreement, Amended and Restated Foreign Global Hyatt Agreement, and 2007 Stockholders' Agreement, copies of which have been filed with the Securities and Exchange 18 Table of Contents Commission ("SEC") and are incorporated by reference herein.
The following descriptions of these agreements do not purport to be complete and are subject to, and qualified in their entirety by, the Amended and Restated Global Hyatt Agreement, Amended and Restated Foreign Global Hyatt Agreement, and 2007 Stockholders' Agreement, copies of which have been filed with the Securities and Exchange Commission ("SEC") and are incorporated by reference herein.
Our global mix of managed, franchised, owned, and leased properties provides a broad and diverse base of revenues, profits, and cash flows and provides flexibility to evaluate growth opportunities across our lines of business. • High-Quality Owned Hotels Located in Desirable Markets are a Source of Capital for New Growth Investments.
Our global mix of managed, franchised, owned, and leased properties provides a broad and diverse base of revenues, profits, and cash flows and provides flexibility to evaluate growth opportunities across our lines of business. 5 Table of Contents • High-Quality Owned Hotels Located in Desirable Markets are a Source of Capital for New Growth Investments.
The Luxury Portfolio , includes Park Hyatt, Alila, Miraval, Impression by Secrets, and The Unbound Collection by Hyatt; the Lifestyle Portfolio , includes Andaz, Thompson Hotels, The Standard, Dream Hotels, The StandardX, Breathless Resorts & Spas, JdV by Hyatt, Bunkhouse Hotels, and Me and All Hotels; the Inclusive Collection , includes Zoëtry Wellness & Spa Resorts, Hyatt Ziva, Hyatt Zilara, Secrets Resorts & Spas, Dreams Resorts & Spas, Hyatt Vivid Hotels & Resorts, Sunscape Resorts & Spas, and Alua Hotels & Resorts; the Classics Portfolio , includes Grand Hyatt, Hyatt Regency, Destination by Hyatt, Hyatt Centric, Hyatt Vacation Club, and Hyatt; and the Essentials Portfolio , includes Caption by Hyatt, Hyatt Place, Hyatt House, Hyatt Studios, and UrCove.
The Luxury Portfolio includes Park Hyatt, Alila, Miraval, Impression by Secrets, and The Unbound Collection by Hyatt; the Lifestyle Portfolio includes Andaz, Thompson Hotels, The Standard, Dream Hotels, The StandardX, Breathless Resorts & Spas, JdV by Hyatt, Bunkhouse Hotels, and Me and All Hotels; the Inclusive Collection includes Zoëtry Wellness & Spa Resorts, Hyatt Ziva, Hyatt Zilara, Secrets Resorts & Spas, Dreams Resorts & Spas, Hyatt Vivid Hotels & Resorts, Bahia Principe Hotels & Resorts, Alua Hotels & Resorts, and Sunscape Resorts & Spas; the Classics Portfolio includes Grand Hyatt, Hyatt Regency, Destination by Hyatt, Hyatt Centric, Hyatt Vacation Club, and Hyatt; and the Essentials Portfolio includes Caption by Hyatt, Unscripted by Hyatt, Hyatt Place, Hyatt House, Hyatt Studios, Hyatt Select, and UrCove.
We believe our owned assets provide us the opportunity to unlock additional shareholder value through dispositions that provide cash proceeds to fund additional strategic investments or provide incremental return of capital to stockholders.
We believe our owned assets provide us the opportunity to unlock additional shareholder value through dispositions that provide cash proceeds to fund additional strategic investments or return capital to our stockholders.
UrCove The UrCove brand is designed specifically to meet aspiring travelers' preferences and growing expectations for a seamless, comfortable, and premium travel experience in the upper-midscale market in Mainland China.
UrCove The UrCove brand is designed specifically to meet aspiring travelers' preferences and growing expectations for a seamless, comfortable, and premium travel experience in the upper-midscale market in the Chinese Mainland.
Terms and Renewals The approximate average remaining term of our management and hotel services agreements with third-party owners and consolidated and unconsolidated hospitality ventures (other than for properties currently under development) is 16 years for full service hotels in all regions, 14 years for select service hotels in all regions, and 11 years for all-inclusive resorts in all regions, in each case assuming no renewal options are exercised by either party.
Terms and Renewals The approximate average remaining term of our management and hotel services agreements with third-party owners and consolidated and unconsolidated hospitality ventures in all regions (other than for properties currently under development) is 16 years for full service hotels, 13 years for select service hotels, and 12 years for all-inclusive resorts, in each case assuming no renewal options are exercised by either party.
For additional information, see Part I, Item 1A, "Risk Factors—Risks Related to Our Business." 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, alternatives to traditional hotels, and industry consolidation among our competitors may negatively impact our business.
For additional information, see Part I, Item 1A, "Risk Factors—Risks Related to Our Business." 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.
The exclusive requirement to arbitrate under the Amended and Restated Global Hyatt Agreement shall not apply with respect to the manner in which Hyatt's operations are conducted to the extent the parties (in their capacities as stockholders) and non-Pritzker public stockholders are affected comparably; provided, however, that a party may participate in and benefit from any shareholder litigation initiated by a non-party to the agreement.
The exclusive requirement to arbitrate under the Amended and Restated Global Hyatt Agreement shall not apply with respect to the manner in which Hyatt's operations are conducted to the extent the parties (in their capacities as stockholders) and non-Pritzker public stockholders are affected comparably; provided, however, that a party 21 Table of Contents may participate in and benefit from any shareholder litigation initiated by a non-party to the agreement.
High levels of guest satisfaction lead to increased guest preference for our brands, which we believe results in a strengthened revenue base over the long term. We also believe engaged colleagues will enhance the efficient operation of our 4 Table of Contents properties, resulting in improved financial results.
High levels of guest satisfaction lead to increased guest preference for our brands, which we believe results in a strengthened revenue base over the long term. We also believe engaged colleagues will enhance the efficient operation of our properties, resulting in improved financial results.
The Standard The Standard hotels create culturally-inspired, socially-driven entertainment destinations in some of the world's most inspiring destinations. From its carefully-curated food and beverage offerings to vibrant events that engage both locals and travelers, over the past 25 years, The Standard brand has become one of the most celebrated brands in the industry.
The Standard The Standard hotels create culturally-inspired, socially-driven entertainment destinations in some of the world's most inspiring locations. From its carefully curated food and beverage offerings to vibrant events that engage both locals and travelers, The Standard has become one of the most celebrated brands in the industry for over 25 years.
At January 31, 2025, the investor party to the 2007 Stockholders' Agreement held 2,270,395 shares of Class B common stock.
At January 31, 2026, the investor party to the 2007 Stockholders' Agreement held 2,270,395 shares of Class B common stock.
The 22 Table of Contents information on the Hyatt Investor Relations website and our social media channels are not incorporated by reference in, or otherwise to be regarded as part of, this annual report.
The information on the Hyatt Investor Relations website and our social media channels are not incorporated by reference in, or otherwise to be regarded as part of, this annual report.
We also engage third-party intermediaries who collect fees by charging our hotels and resorts a commission on room revenues, including travel agencies, travel distribution providers, and meeting and event management companies. World of Hyatt Loyalty Program Inspired by our purpose, the award-winning World of Hyatt loyalty program aims to build community and engagement with high-end travelers.
We also engage third-party intermediaries who collect fees by charging our hotels and resorts a commission on room revenues, including travel agencies, travel distribution providers, and meeting and event management companies. Loyalty and Co-Branded Credit Card Programs Inspired by our purpose, the award-winning World of Hyatt loyalty program aims to build community and engagement with high-end travelers.
Including exercise of extension options in Hyatt's sole discretion, the approximate average remaining term of our management and hotel services agreements (other than for properties currently under development) in all regions is 19 years for full service hotels, 22 years for select service hotels, and 11 years for all-inclusive resorts.
Including exercise of extension options in Hyatt's sole discretion, the approximate average remaining term of our management and hotel services agreements in all regions (other than for properties currently under development) is 19 years for full service hotels, 20 years for select service hotels, and 14 years for all-inclusive resorts.
Item 1. Business. Overview Hyatt Hotels Corporation is a global hospitality company with widely recognized, industry-leading brands and a tradition of innovation developed over our more than 65-year history. Hyatt's portfolio of properties consists of full service hotels and resorts, select service hotels, all-inclusive resorts, and other properties, including timeshare, fractional, and other forms of residential and vacation units.
Item 1. Business. Overview Hyatt Hotels Corporation is a global hospitality company with widely recognized, industry-leading brands and a tradition of innovation developed over our almost 70-year history. Hyatt's portfolio of properties consists of full service hotels and resorts, select service hotels, all-inclusive resorts, and other properties, including timeshare, fractional, and other forms of residential and vacation units.
As one of the largest sellers of vacation packages and charter flights in the United States, ALG Vacations operates a number of leading brands in vacation and travel, including Apple Vacations, Funjet Vacations, Travel Impressions, Blue Sky Tours, CheapCaribbean.com, and BeachBound. ALG Vacations also markets and distributes certain products through affiliations with airline vacation brands Southwest Vacations and United Vacations.
As one of the largest sellers of vacation packages and charter flights in the United States, ALG Vacations operates a number of leading brands in vacation and travel, including Apple Vacations, Funjet Vacations, Travel Impressions, Blue Sky Tours, CheapCaribbean.com, and BeachBound. ALG Vacations also markets and distributes certain products through an affiliation with the airline vacation brand United Vacations.
Our approach is to maintain appropriate levels of financial leverage through industry cycles and downturns. At December 31, 2024, we had $1,383 million of cash and cash equivalents and short-term investments and approximately $1.5 billion of available borrowing capacity under our credit facility.
Our approach is to maintain appropriate levels of financial leverage through industry cycles and downturns. At December 31, 2025, we had $813 million of cash and cash equivalents and short-term investments and approximately $1.5 billion of available borrowing capacity under our revolving credit facility.
We believe our businesses are conducted in substantial compliance with applicable laws and regulations. Human Capital Resources and Corporate Responsibility Commitment Our purpose—we care for people so they can be their best—is at the heart of how we care for our guests, customers, and colleagues.
We believe our businesses are conducted in substantial compliance with applicable laws and regulations. Human Capital Management Our purpose—we care for people so they can be their best—is at the heart of how we care for our guests, customers, and colleagues.
Our Website and Availability of SEC Reports and Other Information The Company maintains a website at the following address: www.hyatt.com . The information on the Company's website is not incorporated by reference in, or otherwise to be regarded as part of, this annual report.
Our Website and Availability of SEC Reports and Other Information We maintain a website at the following address: www.hyatt.com . The information on our website is not incorporated by reference in, or otherwise to be regarded as part of, this annual report.
Certain of our hotel services agreements provide for a single-tier fee structure based on either an agreed-upon percentage of revenue generated from the hotel or a percentage of revenue in excess of an agreed-upon threshold amount.
Certain of our hotel services agreements provide for a 15 Table of Contents single-tier fee structure based on either an agreed-upon percentage of revenues generated from the hotel or a percentage of revenues in excess of an agreed-upon threshold amount.
Seasonality The hospitality industry is typically seasonal in nature. The periods during which our properties experience higher revenues vary from property to property, depending principally on location, the customer base served, and potential impacts due to the timing of certain holidays. Cyclicality The hospitality industry is cyclical and generally follows, on a lagged basis, the overall economy.
Seasonality The hospitality industry is typically seasonal in nature. The periods during which our properties experience higher revenues vary from property to property, depending principally on location, the customer base served, and potential impacts due to the timing of certain holidays. Cyclicality The hospitality industry is cyclical.
Every Hyatt colleague plays a distinct and important role in executing our strategy, and we recognize that our success is dependent on our colleagues delivering care to our guests and customers, therefore our colleagues, and creating a culture of belonging, warmth, and safety, is at the core of our purpose.
Every Hyatt colleague plays a distinct and important role in executing our strategy, and we recognize that our success is dependent on our colleagues delivering care to our guests and customers, and therefore our colleagues are at the core of our purpose.
Environmental Matters In connection with our ownership, management, and development of properties, we are subject to various foreign, federal, state, and local laws, ordinances, and regulations relating to environmental protection.
We believe relations with our employees and colleagues are good. Environmental Matters In connection with our ownership, management, and development of properties, we are subject to various foreign, federal, state, and local laws, ordinances, and regulations relating to environmental protection.
Standstill Under the 2007 Stockholders' Agreement, each stockholder party to the 2007 Stockholders' Agreement agreed that, subject to certain limited exceptions, so long as such stockholder owns shares of common stock, neither such stockholder nor any of its related persons will in any manner, directly or indirectly: • effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate, or encourage any other person to effect or seek, offer or propose 21 Table of Contents (whether publicly or otherwise) to effect or participate in, (a) any acquisition of any of our or our subsidiaries' securities (or beneficial ownership thereof) (except through the proper exercise of preemptive rights granted under the 2007 Stockholders' Agreement), or rights or options to acquire any of our or our subsidiaries' securities (or beneficial ownership thereof), or any of our or our subsidiaries' or affiliates' assets, indebtedness, or businesses, (b) any tender or exchange offer, merger, or other business combination involving us or any of our subsidiaries or affiliates or any assets constituting a significant portion of our consolidated assets, (c) any recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction with respect to us or any of our subsidiaries or affiliates, or (d) any "solicitation" of "proxies" (as such terms are used in the proxy rules under the Exchange Act) or written consents with respect to any of our or our affiliates' voting securities.
At January 31, 2026, the stockholders party to the 2007 Stockholders' Agreement own in the aggregate 2,270,395 shares of Class B common stock or approximately 4.3% of our Class B common stock, approximately 2.4% of the total outstanding shares of our common stock and approximately 4.0% of the total voting power of our outstanding common stock. 23 Table of Contents Standstill Under the 2007 Stockholders' Agreement, each stockholder party to the 2007 Stockholders' Agreement agreed that, subject to certain limited exceptions, so long as such stockholder owns shares of common stock, neither such stockholder nor any of its related persons will in any manner, directly or indirectly: • effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate, or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (a) any acquisition of any of our or our subsidiaries' securities (or beneficial ownership thereof) (except through the proper exercise of preemptive rights granted under the 2007 Stockholders' Agreement), or rights or options to acquire any of our or our subsidiaries' securities (or beneficial ownership thereof), or any of our or our subsidiaries' or affiliates' assets, indebtedness, or businesses, (b) any tender or exchange offer, merger, or other business combination involving us or any of our subsidiaries or affiliates or any assets constituting a significant portion of our consolidated assets, (c) any recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction with respect to us or any of our subsidiaries or affiliates, or (d) any "solicitation" of "proxies" (as such terms are used in the proxy rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act)) or written consents with respect to any of our or our affiliates' voting securities.
A summary of our reportable segments is as follows: • Management and franchising, which consists of the provision of management, franchising, and hotel services, or the licensing of our intellectual property to, (i) our property portfolio, (ii) our co-branded credit card programs, and (iii) other hospitality-related businesses, including the Unlimited Vacation Club following the UVC Transaction; • Owned and leased, which consists of our owned and leased hotel portfolio and, for purposes of owned and leased segment Adjusted EBITDA, our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA based on our ownership percentage of each venture; and • Distribution, which consists of distribution and destination management services offered through ALG Vacations and the boutique and luxury global travel platform offered through Mr & Mrs Smith.
Business Segment, Revenues, and Geographical Information We manage our business within the following reportable segments: • Management and franchising, which consists of the provision of management, franchising, and hotel services, or the licensing of our intellectual property to, (i) our property portfolio, (ii) our co-branded credit card programs, and (iii) other hospitality-related businesses, including the Unlimited Vacation Club; • Owned and leased, which consists of our owned and leased hotel portfolio and, for purposes of owned and leased segment Adjusted EBITDA, our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA based on our ownership percentage of each venture; and • Distribution, which consists of distribution and destination management services offered through ALG Vacations and the boutique and luxury global travel platform offered through Mr & Mrs Smith.
These services may include, without limitation, centralized reservation functions, certain sales functions, digital and technology, digital media, national advertising, certain marketing and promotional services, as well as various revenue management services. Terms and Renewals The standard term of our franchise agreements is typically 20 years, assuming the franchisee has complied with franchise agreement requirements and standards.
These services may include, without limitation, centralized reservation functions, certain sales functions, digital and technology, digital media, national advertising, certain marketing and promotional services, as well as various revenue management services. Terms and Renewals The standard term of our franchise agreements is typically 20 years.
Sales colleagues at our regional offices and at many of our full service hotels use our proprietary sales tool to manage the group rooms forecast, maintain an inventory of definite and tentative group rooms booked each day, streamline the process of checking guest room availability and rate quotes, and determine meeting room availability.
Sales colleagues use our proprietary sales tool to manage the group rooms forecast, maintain an inventory of definite and tentative group rooms booked each day, streamline the process of checking guest room availability and rate quotes, and determine meeting room availability.
Our Purpose, Vision, Mission, and Values Our Purpose We care for people so they can be their best. Our Vision A world of understanding and care. Our Mission We deliver distinctive experiences for our guests. Our Values Empathy, experimentation, inclusion, integrity, respect, and wellbeing.
Our Purpose, Vision, Mission, and Values Our Purpose We care for people so they can be their best. Our Vision A world of understanding and care. Our Mission We deliver distinctive experiences for our guests.
Our purpose, vision, mission, and values are brought to life by our colleagues, whom we refer to as the Hyatt family. We believe our colleagues around the world embody our purpose of caring for people so they can be their best.
Our Values Empathy, experimentation, inclusion, integrity, respect, and wellbeing. 4 Table of Contents Our purpose, vision, mission, and values are brought to life by our colleagues, whom we refer to as the Hyatt family. We believe our colleagues around the world embody our purpose of caring for people so they can be their best.
Mr & Mrs Smith Mr & Mrs Smith is a boutique and luxury global travel platform offering direct booking access to a carefully curated and growing collection of approximately 2,200 boutique and luxury properties in some of the world's most desirable locations, of which approximately 1,000 are available through hyatt.com.
Mr & Mrs Smith Mr & Mrs Smith is a boutique and luxury global travel platform offering direct booking access to a carefully curated and growing collection of approximately 2,400 boutique and luxury properties in some of the world's most desirable locations.
A party to the agreement may not solicit others to initiate or be a named plaintiff in such litigation (i) unless two thirds of the independent directors (excluding for such purposes any Pritzker) of a board of directors having at least three independent directors (excluding for such purposes any Pritzker) do not vote in favor of the matter that is the subject of the litigation or (ii) in the case of affiliated transactions reviewed by our board of directors, unless at least one independent director (excluding for such purposes any Pritzker) did not approve the transaction. 19 Table of Contents Amended and Restated Foreign Global Hyatt Agreement The trustees of the non-U.S. situs trusts for the benefit of certain lineal descendants of Nicholas J.
A party to the agreement may not solicit others to initiate or be a named plaintiff in such litigation (i) unless two thirds of the independent directors (excluding for such purposes any Pritzker) of a board of directors having at least three independent directors (excluding for such purposes any Pritzker) do not vote in favor of the matter that is the subject of the litigation or (ii) in the case of affiliated transactions reviewed by our board of directors, unless at least one independent director (excluding for such purposes any Pritzker) did not approve the transaction.
Our Business Strategy Our strategy to drive long-term sustainable growth and create value for guests, customers, colleagues, owners, and stockholders is guided and refined by our desired outcome focused on the following areas: • Maximize Our Core Business: We continue to grow and operate our core business with excellence in order to be best-in-class while generating profits to fuel our growth. • Integrate New Growth Platforms: We seek to identify and integrate new opportunities to advance care for our guests and customers and strengthen loyalty to our brands. • Optimize Capital Deployment: We take a comprehensive and disciplined approach to our deployment of capital to expand our management and franchising business, invest in new growth platforms, and, when appropriate, return capital to our stockholders.
Our Business Strategy Our enterprise strategy to drive long-term sustainable growth and create value for all stakeholders remains grounded in: • Maximizing Our Core Business: We continue to grow and operate our core business with excellence in order to be best-in-class while generating profits for owners and to fuel our growth. • Integrating New Growth Platforms: We seek to identify and integrate new opportunities to advance care for our guests and customers and strengthen loyalty to our brands. • Optimizing Capital and Resource Deployment: We take a comprehensive and disciplined approach to our deployment of capital and resources to expand our management and franchising business, invest in new growth platforms, and, when appropriate, return capital to our stockholders.
The remaining colleagues are employed by third-party owners and franchisees of our properties. Approximately 17% of our employees (approximately 21% of our U.S.-based employees) were either represented by a labor union or had terms of employment that were determined under a labor agreement. We believe relations with our employees and colleagues are good.
We directly employ approximately 50,000 of these colleagues. The remaining colleagues are employed by third-party owners and franchisees of Hyatt properties. Approximately 18% of our employees (approximately 22% of our U.S.-based employees) were either represented by a labor union or had terms of employment that were determined under a labor agreement.
At December 31, 2024, the Mr & Mrs Smith platform included 2,251 properties and approximately 105,000 rooms that pay commissions through our distribution segment revenues. (2) At December 31, 2024, we had 43 residential units with 5,174 rooms, certain of which are included in the figures above.
At December 31, 2025, the Mr & Mrs Smith platform included approximately 2,400 properties (approximately 109,000 rooms) that pay commissions through our distribution segment revenues. (2) At December 31, 2025, we had 42 residential units (4,696 rooms), certain of which are included in the figures above.
The new software is intended to allow colleagues to benefit from enhanced modularity and flexibility, increased automation and efficiency, and the ability to drive deeper collaboration across commercial teams. The goal of revenue management is to secure the right customers, on the right date, at the right price.
Our revenue management leaders use proprietary software that enables colleagues to benefit from enhanced modularity and flexibility, increased automation and efficiency, improved rate management, and the ability to drive deeper collaboration across commercial teams. The goal of revenue management is to secure the right customers, on the right date, at the right price, and help drive hotel margins.
The regional teams are responsible for large accounts that typically do business within multiple hotels in one region. The global and regional sales teams coordinate efforts with the hotel sales teams. The in-house sales colleagues are focused on local and regional business opportunities, as well as securing business generated from our key global and regional accounts.
The global, national, and regional sales teams coordinate efforts with the hotel sales teams. In-house hotel sales colleagues are focused on local and regional business opportunities, as well as securing business generated from our key global, national, and regional accounts.
Changes in industry demand related to economic conditions, other factors such as those experienced with the COVID-19 pandemic, or in the supply of hotel rooms, or any combination thereof, can result in significant volatility in results for owners, managers, and franchisors of hotel properties. The costs of running a hotel tend to be more fixed than variable.
Changes in industry demand due to economic conditions or changes in the supply of hotel rooms can result in significant volatility in results for owners, managers, and franchisors of hotel properties. The costs of running a hotel tend to be more fixed than variable.
Each location offers a supervised kids club and teen zone for younger guests, along with an array of activities for the entire family. Sunscape provides comfortable accommodations, various dining options, including kid-friendly menus, and exciting features like waterparks and splash zones.
Each location offers a supervised kids club for younger guests, along with an array of activities and entertainment. Sunscape Resorts & Spas provide comfortable accommodations, flexible dining options, including kid-friendly menus, and exciting features like water parks and splash zones.
We approve the plans for, and the location of, franchised hotels and review the operation of these hotels to ensure our standards are maintained. 13 Table of Contents In general, our franchisees pay us an initial application fee and/or a design services fee as well as ongoing royalty fees, the amount of which depends on the brand under which the franchised property is licensed as well as the region where the property is located.
In general, our franchisees pay us an initial application fee and/or a design services fee as well as ongoing royalty fees, the amount of which depends on the brand under which the franchised property is licensed as well as the region where the property is located.
Conversely, in an environment of increasing demand and room rates, the rate of increase in earnings is typically higher than the rate of increase in revenues. 16 Table of Contents Intellectual Property In the highly competitive hospitality industry in which we operate, trademarks, service marks, trade names, and logos are very important in the sales and marketing of our hotels, residential and vacation units and services, our distribution and destination management services business, and the paid membership program.
Intellectual Property In the highly competitive hospitality industry in which we operate, trademarks, service marks, trade names, and logos are very important in the sales and marketing of our hotels, residential and vacation units and services, our distribution and destination management services business, and the paid membership program that we manage.
We believe our brand portfolios are differentiated from competitors and intently focused on serving the high-end guest and customer in each segment in which our brands operate. • Global Platform with Compelling Growth Potential.
Inspired by a deep understanding of customer, owner, and guest needs, our offering includes a global suite of distinct brands across five portfolios. We believe our brand portfolios are differentiated from competitors and intently focused on serving guests and customers at the high end of each segment in which our brands operate. • Global Platform with Compelling Growth Potential.
(3) The UrCove brand is owned by an unconsolidated hospitality venture between a Hyatt affiliate and an unrelated third party. (4) Chain scale primarily represents industry standard hotel groupings with the exception of wellness, all-inclusive, and vacation ownership, which represent internal designations. (5) Includes properties that we manage or provide services to. (6) Figures do not include unconsolidated hospitality ventures.
(3) The UrCove brand is owned by an unconsolidated hospitality venture, and the Bahia Principe Hotels & Resorts brand is owned by a consolidated hospitality venture, each between a Hyatt affiliate and an unrelated third party. (4) Chain scale primarily represents industry standard hotel groupings with the exception of wellness, all-inclusive, and vacation ownership, which represent internal designations.
Because of this, in an environment of declining revenues, the rate of decline in earnings will be higher than the rate of decline in revenues.
Because of this, in an environment of declining revenues, the rate of decline in earnings will be higher than the rate of decline in revenues. Conversely, in an environment of increasing demand and room rates, the rate of increase in earnings is typically higher than the rate of increase in revenues.
World of Care In 2021, we launched World of Care, our global platform for communicating Hyatt's commitment to care for the planet, people, and responsible business. Our focus areas and goals reflect our continuous engagement with colleagues, guests, customers, owners, investors, and communities to understand what is important to them.
World of Care World of Care is our commitment to caring for people, the planet, and responsible business and a reflection of our purpose. Our World of Care pillars reflect our continuous engagement with colleagues, guests, customers, owners, investors, and communities to understand what is important to them.
At January 31, 2025, Pritzker family business interests own, directly or indirectly, 52,008,958 shares, or 54.1%, of our total outstanding common stock and control approximately 88.8% of our total voting power.
At January 31, 2026, Pritzker family business interests own, directly or indirectly, 51,627,853 shares, or 54.7%, of our total outstanding common stock and control approximately 89.0% of our total voting power.
At January 31, 2025, Pritzker family business interests own, directly or indirectly, 52,008,958 shares, or 54.1%, of our total outstanding common stock and control approximately 88.8% of our total voting power.
At January 31, 2026, Pritzker family business interests own, directly or indirectly, 51,627,853 shares, or 54.7%, of our total outstanding common stock and control approximately 89.0% of our total voting power.
Loyalty program points can be redeemed at properties across our brands, converted into airline miles with numerous participating airlines, and redeemed with our strategic loyalty alliances and other third parties. The loyalty program is operated for the benefit of participating properties and is primarily funded through contributions from eligible revenues generated from loyalty program members.
Loyalty program points can be redeemed at properties across our brands, converted into airline miles with numerous participating airlines, and redeemed with our strategic loyalty alliances and other third parties.
We use a U.S.-based and licensed captive insurance company that is a wholly owned subsidiary of the Company to generally insure our deductibles and retentions, but we exclude most property insurance deductibles and retentions.
We use a U.S.-based and licensed captive insurance company that is a wholly owned subsidiary of the Company to generally insure our deductibles and retentions, but we exclude most property insurance deductibles and retentions. 20 Table of Contents Stockholder Agreements The following is a summary of the provisions of the Amended and Restated Global Hyatt Agreement, the Amended and Restated Foreign Global Hyatt Agreement, and the Global Hyatt Corporation 2007 Stockholders' Agreement (the "2007 Stockholders' Agreement").
We seek to maximize revenues in each hotel we operate through a team of revenue management professionals, and we also provide revenue management services to franchisees upon request. Our revenue management leaders are currently using or transitioning to a new proprietary technology tool called Hyatt PrO.
We seek to maximize revenues in each hotel we operate through a team of revenue management professionals, and we also provide revenue management services to franchisees upon request.
For the year ended December 31, 2024, revenues totaled $6,648 million, net income attributable to Hyatt Hotels Corporation totaled $1,296 million, and Adjusted EBITDA totaled $1,096 million.
For the year ended December 31, 2025, revenues totaled $7,101 million, net loss attributable to Hyatt Hotels Corporation totaled $52 million, and Adjusted EBITDA totaled $1,159 million.
These funds are applied to reimburse hotels for room nights when members redeem loyalty program points and pay for administrative expenses and marketing initiatives to support the loyalty program. At December 31, 2024, World of Hyatt had approximately 53.5 million members. During 2024, member stays represented approximately 45% of total system-wide room nights, excluding our all-inclusive properties.
These funds are applied to reimburse hotels for room nights when members redeem loyalty program points and pay for administrative expenses and marketing initiatives to support the loyalty program and our co-branded credit card programs. At December 31, 2025, World of Hyatt had approximately 63 million members.
While we continue to provide full reservation services via telephone through these global care centers, we continue to make significant investments in internet booking capabilities as well as an online chat communication function on hyatt.com and mobile platforms.
Hyatt utilizes both proprietary and third-party booking engines, and reservations are managed through a central reservations system. While we continue to provide full reservation services via telephone, chat, and email through these global care centers, we continue to make significant investments in internet booking capabilities on hyatt.com and mobile platforms.
Our principal competitors are other operators of full service, select service, extended-stay, all-inclusive, and wellness properties, including other major hospitality chains with well-established and recognized brands, as well as cruise line operators. We also compete against smaller hotel chains and independent and local owners and operators and face competition from new distribution channels in the travel industry.
Our principal competitors are other operators of full service, select service, extended-stay, all-inclusive, and wellness properties, including other major hospitality chains with well-established and recognized brands, as well as cruise line operators.
We maintain insurance coverage for our owned and leased hotels under our insurance programs for liability, property, workers' compensation, and other risks with respect to our business. Hotels owned by hospitality ventures, hotels we manage, and certain franchises are permitted to participate in our insurance programs by mutual agreement with our hospitality venture partners or third-party owners and franchisees.
Hotels owned by hospitality ventures, hotels we manage and provide services to, and certain franchises are permitted to participate in our insurance programs by mutual agreement with our hospitality venture partners or third-party owners and franchisees. The majority of hotels owned by hospitality ventures and managed hotels owned by third parties participate in our insurance programs.
Pritzker, deceased, that own, directly or indirectly, shares of our common stock, and the adult beneficiaries of such trusts, including Mr. Thomas J. Pritzker and Mr.
Amended and Restated Foreign Global Hyatt Agreement The trustees of the non-U.S. situs trusts for the benefit of certain lineal descendants of Nicholas J. Pritzker, deceased, that own, directly or indirectly, shares of our common stock, and the adult beneficiaries of such trusts, including Mr. Thomas J. Pritzker and Mr.
Unlimited Vacation Club The Unlimited Vacation Club is a paid membership program that provides its members with preferred rates and benefits exclusively at participating Hyatt branded all-inclusive resorts primarily within Latin America and the Caribbean.
If this methodology had been applied in 2024, member stays would have represented approximately 47% of total system-wide room nights, excluding our all-inclusive properties. Unlimited Vacation Club The Unlimited Vacation Club is a paid membership program that provides its members with preferred rates and benefits exclusively at participating Hyatt-branded all-inclusive resorts primarily within Latin America and the Caribbean.
The loyalty program focuses on deepening relationships with members, driving repeat stays, guest satisfaction, recognition, and differentiated services and experiences for our most loyal guests. Our digital platforms are our primary distribution channels providing guests, customers, and members with an efficient 14 Table of Contents source of information about our hotels, distinct brand experiences, and a seamless booking experience.
Our digital platforms are our primary distribution channels providing guests, customers, and members with an efficient source of information about our hotels, distinct brand experiences, and a seamless booking experience.
We offer a short-term vacation rental platform, Homes & Hideaways by World of Hyatt, that features direct booking for short-term private home rentals in the United States ("U.S.").
We consult with third parties on the design and development of such mixed-use projects. We license certain of our trademarks with respect to vacation units, which are part of Hyatt Vacation Club. We offer a short-term vacation rental platform, Homes & Hideaways by World of Hyatt, that features direct booking for short-term private home rentals in the United States ("U.S.").
The StandardX The StandardX brand brings The Standard brand's signature "cool factor" to smaller hotels, and up-and-coming neighborhoods, with properties that pack style, culture, and attitude into a smaller footprint. Each The StandardX hotel embodies a stripped-back, potent sense of style, often located in areas on the cusp of transformation, where X marks the spot for the next big thing.
The StandardX The StandardX brand brings The Standard brand's signature "cool factor" to smaller hotels, and up-and-coming neighborhoods, with properties that pack style, culture, and attitude into a smaller footprint.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisk Factors Summary The following is a summary of the principal risks and uncertainties described in more detail in this annual report: • Global economic conditions and the cyclical nature of the hospitality industry could adversely affect demand for travel and lodging, and hospitality-related businesses, and, as a result, our revenues, profitability, and future growth. • 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 and hospitality-related businesses, which may adversely affect our financial condition and results of operations. • We operate in a highly competitive industry, and our revenues, profits, or market share could be harmed if we are unable to compete effectively. • New distribution channels, 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. • If we are unable to establish and maintain key distribution arrangements for our properties and hospitality-related businesses, the demand for our rooms, hospitality-related services, and revenues could decrease. • Because we derive a portion of our revenues from operations outside the United States, we are subject to various risks of doing business internationally. • If we are unable to successfully operate the World of Hyatt loyalty program or further evolve the development and implementation of our digital platforms, loyalty for our brands, and our revenues, could be negatively impacted. • Adverse incidents at, or adverse publicity concerning, our hotels or businesses or our corporate responsibility efforts could harm our brands and reputation, as well as adversely affect our market share, business, financial condition, or results of operations. • Labor shortages could restrict our ability to operate our properties or grow our business or result in increased labor costs that could reduce our profits. • If we are unable to maintain good relationships with third-party owners and franchisees and/or if our management and hotel services agreements or franchise agreements terminate, our revenues could decrease and our costs could increase. • Our growth strategy depends on attracting third-party owners and franchisees to our platform, and future arrangements with these third parties may be less favorable to us, depending on the terms offered by our competitors. • Some of our existing development pipeline may not be developed into new hotels or may not open on the anticipated timeline, which could affect our growth prospects. • If we or our third-party owners or franchisees are not able to maintain our brand standards or develop, redevelop, or renovate properties successfully, our business, profitability, and ability to compete effectively could be harmed. • We may be unable to sell selected owned properties at acceptable terms and conditions, if at all, and are exposed to risks resulting from investments in owned and leased real estate. 23 Table of Contents • 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 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. • If we or our third-party owners, franchisees, or development partners are unable to repay or refinance loans secured by mortgaged properties, access the capital necessary to fund current operations, or implement our plans for growth, our revenues, profits, and capital resources could be reduced and our business could be harmed. • If we become liable for losses related to loans we have provided or guaranteed to third parties or contractual arrangements with third-party owners and franchisees, our profits could be reduced. • Cyber risk and the failure to maintain the integrity of customer, colleague, or Company data could adversely affect our business, harm our reputation, and/or subject us to costs, fines, penalties, investigations, enforcement actions, or lawsuits. • Information technology system failures, delays in the operation of our information technology systems, or system enhancement failures could reduce our revenues and profits and harm the reputation of our brands and our business. • We have a limited ability to manage third-party risks associated with our hospitality venture investments, which could reduce our revenues, increase our costs, lower our profits, and/or increase our liabilities. • Our ability to successfully manage the Unlimited Vacation Club paid membership program is dependent on offering preferred rate hotel inventory and access to key sales locations, including onsite sale opportunities.
Biggest changeRisk Factors Summary The following is a summary of the principal risks and uncertainties described in more detail in this annual report: • Global economic conditions and the cyclical nature of the hospitality industry could adversely affect demand for travel and lodging, and hospitality-related businesses, and, as a result, our revenues, profitability, and future growth. • 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 and hospitality-related businesses, which may adversely affect our financial condition and results of operations. • We operate in a highly competitive industry, and our revenues, profits, or market share could be harmed if we are unable to compete effectively. • 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. • If we are unable to establish and maintain key distribution arrangements for our properties and hospitality-related businesses, the demand for our rooms, hospitality-related services, and revenues could decrease. • Because we derive a portion of our revenues from operations outside the United States, we are subject to various risks of doing business internationally. • If we are unable to successfully operate the World of Hyatt loyalty program or further evolve the development and implementation of our digital platforms, loyalty for our brands, and our revenues, could be negatively impacted. • Adverse incidents at, or adverse publicity concerning, our hotels or businesses or our corporate responsibility efforts could harm our brands and reputation, as well as adversely affect our market share, business, financial condition, or results of operations. • Labor shortages could restrict our ability to operate our properties or grow our business or result in increased labor costs that could reduce our profits. • If we are unable to maintain good relationships with third-party owners and franchisees and/or if our management and hotel services agreements or franchise agreements terminate, our revenues could decrease and our costs could increase. • Our growth strategy depends on attracting third-party owners and franchisees to our platform, and future arrangements with these third parties may be less favorable to us, depending on the terms offered by our competitors. • Some of our existing development pipeline may not be developed into new hotels or may not open on the anticipated timeline, which could affect our growth prospects. 25 Table of Contents • If we or our third-party owners or franchisees are not able to maintain our brand standards or develop, redevelop, or renovate properties successfully, our business, profitability, and ability to compete effectively could be harmed. • We may be unable to sell selected owned properties at acceptable terms and conditions, if at all, and are exposed to risks resulting from investments in owned and leased real estate. • 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. • If we or our third-party owners, franchisees, or development partners are unable to repay or refinance loans secured by mortgaged properties, access the capital necessary to fund current operations, or implement our plans for growth, our revenues, profits, and capital resources could be reduced and our business could be harmed. • If we become liable for losses related to loans we have provided or guaranteed to third parties or contractual arrangements with third-party owners and franchisees, our profits could be reduced. • Cyber risk and the failure to maintain the integrity of customer, colleague, or Company data could adversely affect our business, harm our reputation, and/or subject us to costs, fines, penalties, investigations, enforcement actions, or lawsuits. • The success of our business depends on complex internal and third-party information technology, cloud, and AI systems, and any failures, security incidents, data issues, regulatory challenges, integration difficulties, or inability to effectively develop, govern, or access these technologies could disrupt operations, reduce revenues, and harm our reputation and competitiveness. • We have a limited ability to manage third-party risks associated with our hospitality venture investments, which could reduce our revenues, increase our costs, lower our profits, and/or increase our liabilities. • If we are unable to successfully manage the Unlimited Vacation Club paid membership program, our results of operations, including the collection of management and royalty fees related to the program, and cash flows could be negatively impacted. • Our debt service obligations may adversely affect our cash flow and reduce our operational flexibility, and we are exposed to counterparty and credit risk and fluctuations in the market values of our investment portfolio. • Our failure, or the failure by third-party owners, franchisees, or hospitality venture partners, to comply with applicable laws and regulations may increase our costs, reduce our profits, or limit our growth. • Adverse judgments or settlements resulting from legal proceedings in which we may be involved could reduce our profits or limit our ability to operate our business. • Changes in federal, state, local, or foreign tax law, interpretations of existing tax law, or agreements or disputes with tax authorities could affect our profitability and financial condition by increasing our tax costs. • Any failure to protect our trademarks and intellectual property could reduce the value of our brand names and harm our business. • There can be no assurance that we will declare or pay dividends in the future or that we will repurchase shares pursuant to our share repurchase program consistent with historical amounts or at all. • Anti-takeover provisions in our organizational documents and Delaware law, as well as agreements with our major stockholders, may discourage or prevent a change of control transaction or any attempt by stockholders to replace or remove our board of directors or management. • Pritzker family business interests have substantial control over us and have the ability to control the election of directors and other matters submitted to stockholders for approval. 26 Table of Contents Risks Related to the Hospitality Industry We are subject to macroeconomic and other factors beyond our control, as well as the business, financial, operating, and other risks of the hospitality industry, all of which may adversely affect our financial results and growth.
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 management and hotel services agreements based primarily on the value and quality of our management and hotel services, 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 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.
We compete for franchise agreements based primarily 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.
Over the long term, we expect our international operations will continue to account for an increasing portion of our total revenues and rooms. 28 Table of Contents As a result, we are subject to the risks of doing business outside the United States, including: • the costs of complying with laws, regulations, and policies, including taxation policies, of foreign governments relating to investments and operations; the costs or desirability of complying with local practices and customs; and the impact of various anti-corruption and other laws affecting the activities of U.S. companies abroad; • currency exchange rate fluctuations or currency restructurings; • evolving local data residency requirements that require data to be stored only in and, in some cases, also to be accessed only from within a certain jurisdiction; • U.S. taxation of income earned abroad; • limitations on the redeployment of non-U.S. earnings; • import and export licensing requirements and regulations, as well as unforeseen changes in regulatory requirements, including the imposition of tariffs or embargoes, export regulations, controls, and other trade restrictions; • political and economic instability; • health and safety protocols, including fire, life, and safety, at our portfolio of properties; • the complexity of managing an organization doing business in many jurisdictions; • uncertainties as to local laws and enforcement of contract and intellectual property rights and occasional requirements for onerous contract clauses; and • rapid changes in government, economic, and political policies; political or civil unrest; acts of war or terrorism; or the threat of international boycotts or U.S. anti-boycott legislation.
Over the long term, we expect our international operations will continue to account for an increasing portion of our total revenues and rooms. 30 Table of Contents As a result, we are subject to the risks of doing business outside the United States, including: • the costs of complying with laws, regulations, and policies, including taxation policies, of foreign governments relating to investments and operations; the costs or desirability of complying with local practices and customs; and the impact of various anti-corruption and other laws affecting the activities of U.S. companies abroad; • currency exchange rate fluctuations or currency restructurings; • evolving local data residency requirements that require data to be stored only in and, in some cases, also to be accessed only from within a certain jurisdiction; • U.S. taxation of income earned abroad; • limitations on the redeployment of non-U.S. earnings; • import and export licensing requirements and regulations, as well as unforeseen changes in regulatory requirements, including the imposition of tariffs or embargoes, export regulations, controls, and other trade restrictions; • political and economic instability; • health and safety protocols, including fire, life, and safety, at our portfolio of properties; • the complexity of managing an organization doing business in many jurisdictions; • uncertainties as to local laws and enforcement of contract and intellectual property rights and occasional requirements for onerous contract clauses; and • rapid changes in government, economic, and political policies; political or civil unrest; acts of war or terrorism; or the threat of international boycotts or U.S. anti-boycott legislation.
These factors include: • changes and volatility in general economic conditions, including as a result of rising interest rates, and the impact on consumer discretionary spending, including the severity and duration of any economic downturn in the U.S., Americas, Europe, Asia Pacific, or global economy and financial markets; • war, political conditions or uncertainty, civil unrest, protests, terrorist activities or threats, and heightened travel security measures instituted in response to these events; • global outbreaks of pandemics, epidemics, endemics, or contagious diseases, such as the COVID-19 pandemic, or fear of such outbreaks; • climate change and resource scarcity, such as water and energy scarcity; • natural or man-made disasters, weather and climate-related events, such as hurricanes, earthquakes, tsunamis, tornadoes, droughts, floods, wildfires, oil spills, and nuclear incidents; • changes in the desirability of particular locations or travel patterns of customers; • decreased corporate profits, which may negatively impact corporate budgets and spending allocated to group and individual business travel; • decreased demand for business-related travel for in-person meetings due to technological advancements in, and consumer acceptance and adaptation to, virtual meetings and conferences and/or changes in guest and consumer preferences; • global supply chain constraints and interruptions, rising costs of construction-related labor and materials, and increased costs due to inflation or other factors that may not be fully offset by increases in revenues in our business; • low consumer confidence, high levels of unemployment, and depressed housing prices; • the financial condition of the airline, automotive, and other transportation-related industries and its impact on travel; • decreased airline capacities and routes; • increasing awareness around sustainability, corporate responsibility, the impact of air travel on climate change and the impact of over-tourism; • travel-related accidents; • oil prices and travel costs; • statements, actions, or interventions by governmental officials related to travel and corporate travel-related activities and the resulting negative public perception of such travel and activities; • domestic and international political and geopolitical conditions, including changes in trade policy; • changes in taxes and governmental regulations that influence or set wages, prices, interest rates, or construction and maintenance procedures and costs; • the costs and administrative burdens associated with compliance with applicable laws and regulations; • changes in operating costs, including, but not limited to, labor (including minimum wage increases), energy, food, workers' compensation, benefits and healthcare, insurance, and unanticipated costs resulting from force majeure events; 25 Table of Contents • the lack of availability, or increase in the cost, of capital for us or our existing and potential property owners; • the attractiveness of our properties and services to consumers and potential owners and competition from other hotels and alternative lodging marketplaces, including online accommodation search and/or reservation services, and hospitality-related businesses; • 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.
These factors include: • changes and volatility in general economic conditions, including as a result of rising interest rates, and the impact on consumer discretionary spending, including the severity and duration of any economic downturn in the U.S., Americas, Europe, Asia Pacific, or global economy and financial markets; • war, political conditions or uncertainty, civil unrest, protests, terrorist activities or threats, and heightened travel security measures instituted in response to these events; • climate change and resource scarcity, such as water and energy scarcity; • natural or man-made disasters, weather and climate-related events, such as hurricanes, earthquakes, tsunamis, tornadoes, droughts, floods, wildfires, oil spills, and nuclear incidents; • changes in the desirability of particular locations or travel patterns of customers; • decreased corporate profits, which may negatively impact corporate budgets and spending allocated to group and individual business travel; • decreased demand for business-related travel for in-person meetings due to technological advancements in, and consumer acceptance and adaptation to, virtual meetings and conferences and/or changes in guest and consumer preferences; • global supply chain constraints and interruptions, rising costs of construction-related labor and materials, and increased costs due to inflation or other factors that may not be fully offset by increases in revenues in our business; • low consumer confidence, high levels of unemployment, and depressed housing prices; • 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 increased travel costs; • increasing awareness around sustainability, corporate responsibility, the impact of air travel on climate change and the impact of over-tourism; • travel-related accidents; • oil prices and travel costs; • statements, actions, or interventions by governmental officials related to travel and corporate travel-related activities and the resulting negative public perception of such travel and activities; • domestic and international political and geopolitical conditions, including changes in trade policy; • changes in taxes and governmental regulations that influence or set wages, prices, interest rates, or construction and maintenance procedures and costs; • the costs and administrative burdens associated with compliance with applicable laws and regulations; • changes in operating costs, including, but not limited to, labor (including minimum wage increases), energy, food, workers' compensation, benefits and healthcare, insurance, and unanticipated costs resulting from force majeure events; • the lack of availability, or increase in the cost, of capital for us or our existing and potential property owners; 27 Table of Contents • the attractiveness of our properties and services to consumers and potential owners and competition from other hotels and alternative lodging marketplaces, including online accommodation search and/or reservation services, and hospitality-related businesses; • cyclical over-building in the hotel, all-inclusive, and vacation ownership industries; • 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; and • global outbreaks of pandemics, epidemics, endemics, or contagious diseases or fear of such outbreaks.
While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval. • Lock-up agreements entered into with stockholders party to our 2007 Stockholders' Agreement limit the ability of these stockholders to sell their shares to any person who would be required to file a Schedule 13D with the SEC 46 Table of Contents disclosing an intent to acquire the shares other than for investment purposes and, in certain instances, to competitors of ours in the hospitality, lodging, or gaming industries. • Stockholders party to our 2007 Stockholders' Agreement have agreed, subject to certain limited exceptions, to "standstill" provisions that prevent the stockholders from acquiring additional shares of our common stock, making or participating in acquisition proposals for us, or soliciting proxies in connection with meetings of our stockholders, unless the stockholders are invited to do so by our board of directors. • Our board of directors is divided into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at an annual meeting. • Our directors may be removed only for cause, which prevents stockholders from being able to remove directors without cause other than those directors who are being elected at an annual meeting. • Our amended and restated certificate of incorporation does not provide for cumulative voting in the election of directors.
While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval. • Lock-up agreements entered into with stockholders party to our 2007 Stockholders' Agreement limit the ability of these stockholders to sell their shares to any person who would be required to file a Schedule 13D with the SEC disclosing an intent to acquire the shares other than for investment purposes and, in certain instances, to competitors of ours in the hospitality, lodging, or gaming industries. • Stockholders party to our 2007 Stockholders' Agreement have agreed, subject to certain limited exceptions, to "standstill" provisions that prevent the stockholders from acquiring additional shares of our common stock, making or participating in acquisition proposals for us, or soliciting proxies in connection with meetings of our stockholders, unless the stockholders are invited to do so by our board of directors. • Our board of directors is divided into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at an annual meeting. • Our directors may be removed only for cause, which prevents stockholders from being able to remove directors without cause other than those directors who are being elected at an annual meeting. • Our amended and restated certificate of incorporation does not provide for cumulative voting in the election of directors.
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, controls, or procedures, will be fully implemented, complied with, or effective in protecting our systems and information.
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, will be fully implemented, complied with, or effective in protecting our systems and information.
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 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.
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.
The continued expansion in the use and influence of social media has compounded the potential scope of negative publicity that could be generated, lead to litigation or governmental investigations, or damage our reputation. Adverse incidents have occurred at our properties in the past and may occur in the future.
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 or the damage of our reputation. Adverse incidents have occurred at our properties in the past and may occur in the future.
From time to time, the U.S. federal, state, local, and foreign governments make substantive changes to tax rules and the application thereof. The Organization for Economic Cooperation and Development ("OECD") introduced Base Erosion and Profit Shifting Pillar Two rules that impose a global minimum tax rate of 15%.
From time to time, the U.S. federal, state, local, and foreign governments make substantive changes to tax rules and the application thereof. The Organization for Economic Cooperation and Development introduced Base Erosion and Profit Shifting Pillar Two rules that impose a global minimum tax rate of 15%.
We could be subject to liability under some of these laws for the costs of investigating or remediating hazardous substances or wastes on, under, or in real property we currently or formerly manage, own, or develop, or third-party sites where we sent hazardous substances or wastes for disposal.
We could be subject to liability under some of these laws for the costs of investigating or remediating hazardous substances or wastes on, under, or in real property we currently or formerly manage, own, lease, or develop, or third-party sites where we sent hazardous substances or wastes for disposal.
The interest rate on borrowings and the facility fee under our revolving credit facility are determined by a pricing grid, which is dependent in part on our credit ratings by S&P, Moody's, and Fitch. Lower ratings result in a higher cost of funds.
The interest rate on borrowings and the facility fee under our revolving credit facility are determined by a pricing grid, which is dependent in part on our credit ratings by S&P, Moody's, and Fitch Ratings, Inc. ("Fitch"). Lower ratings result in a higher cost of funds.
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: • governmental regulations relating to real estate ownership; 32 Table of Contents • real estate, insurance, zoning, tax, environmental, and eminent domain laws; • the ongoing need for owner-funded capital improvements and expenditures to maintain or upgrade properties; • risks associated with mortgage debt, including the possibility of default, fluctuating interest rate levels, and the availability of replacement financing; • risks associated with the possibility that cost increases will outpace revenue increases and that in the event of an economic slowdown, the high proportion of fixed costs will make it difficult to reduce costs to the extent required to offset declining revenues; • fluctuations in real estate values or potential impairments in the value of our assets; and • the relative illiquidity of real estate compared to some other assets.
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: • governmental regulations relating to real estate ownership; • real estate, insurance, zoning, tax, environmental, and eminent domain laws; • the ongoing need for owner-funded capital improvements and expenditures to maintain or upgrade properties; • risks associated with mortgage debt, including the possibility of default, fluctuating interest rate levels, and the availability of replacement financing; • risks associated with the possibility that cost increases will outpace revenue increases and that in the event of an economic slowdown, the high proportion of fixed costs will make it difficult to reduce costs to the extent required to offset declining revenues; • fluctuations in real estate values or potential impairments in the value of our assets; and • the relative illiquidity of real estate compared to some other assets.
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.
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 profits.
If the content, analyses, or recommendations that AI programs assist in producing are or are alleged to be deficient, misleading, inaccurate, or biased, our business, financial condition, and results of operations and our reputation may be adversely affected.
If the content, analyses, or recommendations that AI programs assist in producing are, or are alleged to be, deficient, misleading, inaccurate, incomplete, or biased, our business, financial condition, and results of operations and our reputation may be adversely affected.
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.
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, including class actions.
Our repurchase program does not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares and the timing and amount of repurchases, if any, will depend on several factors, including market and business conditions, applicable debt covenants, the timing and amount of cash proceeds from asset dispositions, the timing and amount of any like-kind exchange transactions and other tax-planning matters, the trading price of our common stock, the nature of other investment opportunities, and other factors as our board of directors may deem relevant from time to time.
Our repurchase program does not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares and the timing and amount of repurchases, if any, will depend on several factors, including market and business conditions, applicable debt covenants, the timing and amount of cash proceeds from asset dispositions, the timing and amount of any like-kind exchange transactions and other tax-planning matters, the trading price of our Class A common stock, the nature of other investment opportunities, and other factors as our board of directors may deem relevant from time to time.
If our digital platforms do not evolve in a way that is able to adapt to future technology or keep pace with changes in consumer preferences and customer needs, our hotel performance could become increasingly challenged. 29 Table of Contents Adverse incidents at, or adverse publicity concerning, our hotels or businesses or our corporate responsibility efforts could harm our brands and reputation, as well as adversely affect our market share, business, financial condition, or results of operations.
If our digital platforms do not evolve in a way that is able to adapt to future technology or keep pace with changes in consumer preferences and customer needs, our hotel performance could become increasingly challenged. 31 Table of Contents Adverse incidents at, or adverse publicity concerning, our hotels or businesses or our corporate responsibility efforts could harm our brands and reputation, as well as adversely affect our market share, business, financial condition, or results of operations.
Attackers are also increasingly sophisticated and using techniques and tools, including artificial intelligence ("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.
Attackers are also increasingly sophisticated and using techniques and tools, including 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.
Numerous countries, including European Union member states, enacted legislation effective as of January 1, 2024, with general implementation of a global minimum tax by January 1, 2025.
Numerous countries, including European Union member states, enacted legislation effective as of January 1, 2024, with general implementation of a global minimum tax as of January 1, 2025.
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 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, and the ability to earn and redeem loyalty program points.
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 claims 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.
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 claims, 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.
See also "—Voting agreements entered into with or among our major stockholders, including Pritzker family business interests, will result in a substantial number of our shares being voted consistent with the recommendation of our board of directors, and may limit your ability to influence the election of directors and other matters submitted to stockholders for approval." 47 Table of Contents In addition, the difference in the voting rights between our Class A common stock and Class B common stock could diminish the value of the Class A common stock to the extent that investors or any potential future purchasers of our common stock ascribe value to the superior voting rights of the Class B common stock.
See also "—Voting agreements entered into with or among our major stockholders, including Pritzker family business interests, will result in a substantial number of our shares being voted consistent with the recommendation of our board of directors, and may limit your ability to influence the election of directors and other matters submitted to stockholders for approval." In addition, the difference in the voting rights between our Class A common stock and Class B common stock could diminish the value of the Class A common stock to the extent that investors or any potential future purchasers of our common stock ascribe value to the superior voting rights of the Class B common stock.
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; diversity and inclusion; 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.
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; human capital; corporate 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.
These risks include the possibility that our hospitality ventures or our partners: • go bankrupt or otherwise are unable to meet their capital contribution obligations, especially in times of adverse economic conditions; 38 Table of Contents • have economic or business interests or goals that are or become inconsistent with our business interests or goals; • are in a position to take action contrary to our instructions, our requests, our policies, our objectives, or applicable laws; • subject the property to liabilities exceeding those contemplated; • take actions that reduce our return on investment; or • take actions that harm our reputation or restrict our ability to run our business.
These risks include the possibility that our hospitality ventures or our partners: • go bankrupt or otherwise are unable to meet their capital contribution obligations, especially in times of adverse economic conditions; • have economic or business interests or goals that are or become inconsistent with our business interests or goals; • are in a position to take action contrary to our instructions, our requests, our policies, our objectives, or applicable laws; • subject the property to liabilities exceeding those contemplated; • take actions that reduce our return on investment; or • take actions that harm our reputation or restrict our ability to run our business.
On a quarterly basis, we evaluate our assets for impairment 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.
We 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.
Legislative and tax treaty changes and the interpretation thereof could result in materially higher corporate taxes than would be incurred under existing or prior tax law or interpretation and could adversely impact profitability. As tax authorities increase their efforts to increase revenue, changes in tax laws and the frequency of tax audits could increase our future tax liabilities.
Legislative and tax treaty changes and the interpretation thereof could result in materially higher corporate taxes than would be incurred under existing or prior tax law or interpretation and could adversely impact profitability. As tax authorities increase their efforts to increase revenues, changes in tax laws and the frequency of tax audits could increase our future tax liabilities.
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 more information related to performance cure payments.
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 additional information related to performance cure payments.
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, which could materially adversely affect our financial condition and results of operations.
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 and/or credit loss reserves, which could materially adversely affect our financial condition and results of operations.
Similarly, although we do not expect changes in interest rates to have a material effect on income or cash flows, primarily due to our current limited reliance on borrowings tied to fluctuating rates, there can be no assurance that interest rates will not increase significantly from current levels.
Similarly, although we do not expect changes in interest rates to have a material effect on profits or cash flows, primarily due to our current limited reliance on borrowings tied to fluctuating rates, there can be no assurance that interest rates will not increase significantly from current levels.
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 business and to repay indebtedness.
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 business, return capital to our stockholders, and/or to repay indebtedness.
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: • spending cash and incurring debt; • assuming contingent liabilities; • contributing properties or related assets to hospitality ventures that could result in recognition of losses; • creating additional transaction, integration, and operating expenses; or • issuing shares of stock that could dilute the interests of our existing stockholders.
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: • spending cash and incurring debt; • assuming contingent liabilities; • contributing properties or related assets to hospitality ventures that could result in recognition of losses; • creating additional transaction, integration, and operating expenses; or 35 Table of Contents • issuing shares of stock that could dilute the interests of our existing stockholders.
If the volume of sales made through internet travel intermediaries continues to increase, consumers may develop stronger loyalties to 27 Table of Contents these intermediaries rather than to our brands, our distribution costs could increase significantly, and our business revenues and profits could be harmed.
If the volume of sales made through internet travel intermediaries continues to increase, consumers may develop stronger loyalties to 29 Table of Contents these intermediaries rather than to our brands, our distribution costs could increase significantly, and our business revenues and profits could be harmed.
If our information technology systems or technology services delivered to Hyatt by third-party or cloud providers fail and redundant systems or disaster recovery plans are not adequate to address such failures or if our property and business interruption insurance does not sufficiently compensate us for any losses that we may incur, our revenues and profits could be reduced and the reputation of our brands and our business could be harmed.
If our 39 Table of Contents information technology systems or technology services delivered to Hyatt by third-party or cloud providers fail and redundant systems or disaster recovery plans are not adequate to address such failures or if our property and business interruption insurance does not sufficiently compensate us for any losses that we may incur, our revenues and profits could be reduced and the reputation of our brands and our business could be harmed.
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, which may adversely affect our financial condition and results of operations .
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 and hospitality-related businesses, which may adversely affect our financial condition and results of operations .
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.
For instance, (i) in 2021, we acquired Apple Leisure Group ("ALG"), 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, (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, and (iv) in 2025, we completed the Playa Hotels Acquisition.
The ever-increasing use and evolution of technology, including cloud-based computing and AI, 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 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.
Additionally, the ever-increasing use and evolution of technology, including AI and cloud-based computing and 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.
The World of Hyatt loyalty program and our digital platforms build loyalty for our brands and drive hotel revenue 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.
The World of Hyatt loyalty program and our digital platforms build loyalty for our brands and drive hotel revenues 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.
Further, we may incur costs related to claims for which we have appropriate third-party indemnity if such third parties fail to fulfill their contractual obligations. 41 Table of Contents Changes in federal, state, local, or foreign tax law, interpretations of existing tax law, or agreements or disputes with tax authorities could affect our profitability and financial condition by increasing our tax costs.
Further, we may incur costs related to claims for which we have appropriate third-party indemnity if such third parties fail to fulfill their contractual obligations. Changes in federal, state, local, or foreign tax law, interpretations of existing tax law, or agreements or disputes with tax authorities could affect our profitability and financial condition by increasing our tax costs.
A company subject to Section 219 of the ITRSHR Act must make detailed disclosures about certain activities knowingly conducted by it or any of its affiliates. We did not identify any 2024 activities required to be disclosed.
A company subject to Section 219 of the ITRSHR Act must make detailed disclosures about certain activities knowingly conducted by it or any of its affiliates. We did not identify any 2025 activities required to be disclosed.
While neither the cumulative payments to date, nor expected payments, under this and other 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.
While neither the cumulative payments to date, nor expected payments, under our performance 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.
Privacy In the operation of our business, we collect, store, use, and transmit large volumes of personal data regarding colleagues, guests, customers, owners, licensees, franchisees, and our own business operations, including credit card numbers, reservation and loyalty data, and other personal data, in various information systems that we maintain and in systems maintained by third 40 Table of Contents parties, including those of our owners, franchisees, licensees, and service providers.
Privacy In the operation of our business, we collect, store, use, and transmit large volumes of personal data regarding colleagues, guests, customers, owners, licensees, franchisees, and our own business operations, including credit card numbers, reservation and loyalty data, and other personal data, in various information systems that we maintain and in systems maintained by third parties, including those of our owners, franchisees, licensees, and service providers.
The rest of the restricted securities, consisting of 51,242,183 shares of Class B common stock, together with 766,775 shares of Class A common stock previously registered, are subject to contractual lock-up and certain other restrictions contained in the Amended and Restated Global Hyatt Agreement and the Amended and Restated Foreign Global Hyatt Agreement as described in Part I, Item 1, "Business—Stockholder Agreements." These contractual restrictions may be amended, waived, or terminated by the parties to those agreements in accordance with the terms of such agreements without our consent and without notice; the 25% limitation on sales of our common stock may, with respect to each 12 month period, be increased to a higher percentage or waived entirely by the unanimous affirmative vote of our independent directors (excluding for such purposes any Pritzker).
The rest of the restricted securities, consisting of 50,861,078 shares of Class B common stock, together with 766,775 shares of Class A common stock previously registered, are subject to contractual lock-up and certain other restrictions contained in the Amended and Restated Global Hyatt Agreement and the Amended and Restated Foreign Global Hyatt Agreement as described in Part I, Item 1, "Business—Stockholder Agreements." These contractual restrictions may be amended, waived, or terminated by the parties to those agreements in accordance with the terms of such agreements without our consent and without notice; the 25% limitation on sales of our common stock may, with respect to each 12 month period, be increased to a higher percentage or waived entirely by the unanimous affirmative vote of our independent directors (excluding for such purposes any Pritzker).
Our due diligence and post-acquisition assessments of an acquiree's cybersecurity controls and procedures and information technology systems may not be sufficient to detect current or prior security incidents that have not yet been detected or to identify security measures that are not sufficient to appropriately address security risks to data and business continuity.
Our due diligence and post-acquisition assessments of an acquiree's cybersecurity controls and procedures and information technology 38 Table of Contents systems may not be sufficient to detect current or prior security incidents that have not yet been detected or to identify security measures that are not sufficient to appropriately address security risks to data and business continuity.
In addition, there are other risks or losses that may fall outside of the general coverage limits of our policies, may be uninsurable, or for which the cost of insurance is too expensive to justify. In some cases, these factors could result in certain losses being completely uninsured.
In addition, there are other risks or losses that may fall outside of the general coverage limits of our policies, may be uninsurable, or for which the cost of insurance is too expensive to justify. In some cases, these factors could result in certain losses being 46 Table of Contents completely uninsured.
Similarly, we cannot assure you that we will be able to obtain financing for acquisitions or investments on attractive 33 Table of Contents terms or at all, or that the ability to obtain financing will not be restricted by the terms of our revolving credit facility, our outstanding notes or bonds, or other indebtedness we may incur.
Similarly, we cannot assure you that we will be able to obtain financing for acquisitions or investments on attractive terms or at all, or that the ability to obtain financing will not be restricted by the terms of our revolving credit facility, our outstanding notes or bonds, or other indebtedness we may incur.
The SEC is required to post this notice of disclosure on its website and send the report to the President and certain Congressional committees. The President thereafter is required to initiate an investigation and, within 44 Table of Contents 180 days of initiating such an investigation, to determine whether sanctions should be imposed on the Company.
The SEC is required to post this notice of disclosure on its website and send the report to the President and certain Congressional committees. The President thereafter is required to initiate an investigation and, within 180 days of initiating such an investigation, to determine whether sanctions should be imposed on the Company.
These shares of Class A common stock will become eligible for sale in the public market once those shares are issued or awarded under our LTIP, subject to provisions of various award agreements and Rule 144, as applicable.
These shares of Class A common stock will become eligible for sale in the public market once those shares are issued or awarded under our LTIP and the Playa Hotels Plan, subject to provisions of various award agreements and Rule 144, as applicable.
There is also a risk that we may not have access to the technology and qualified AI personnel resources to adequately incorporate ongoing advancements into our AI initiatives, including access to the licensing of key intellectual property from third parties.
There is also a risk that we may not have access to the technology and qualified AI personnel resources to adequately incorporate ongoing advancements into our AI initiatives, including access to the licensing of key intellectual property or provision of key hardware from third parties.
We cannot assure you that any of our current arrangements will continue or that we will be 31 Table of Contents able to enter into future arrangements, renew agreements, or enter into new agreements in the future on terms that are as favorable to us as those that exist today.
We cannot assure you that any of our current arrangements will continue or that we will be able to enter into future arrangements, renew agreements, or enter into new agreements in the future on terms that are as favorable to us as those that exist today.
Additionally, if one or more of 35 Table of Contents the financial institutions that support our revolving credit facility fail, we may not be able to find a replacement, which would reduce the availability of funds that we can borrow under the facility.
Additionally, if one or more of the financial institutions that support our revolving credit facility fail, we may not be able to find a replacement, which would reduce the availability of funds that we can borrow under the facility.
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.
The rapid evolution of AI, including existing and potential further government regulation of AI, will require significant resources to develop, test, evaluate, and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.
Our existing leverage may also impair our ability to obtain additional financing for acquisitions, working capital, capital expenditures, or other purposes, if necessary, or require us to accept terms otherwise unfavorable to us. Rating agency downgrades may increase our cost of capital.
Our existing leverage may also impair our ability to obtain additional financing for acquisitions, working capital, capital expenditures, or other purposes, if necessary, or require us to accept terms otherwise unfavorable to us. 42 Table of Contents Rating agency downgrades may increase our cost of capital.
We could suffer losses if third-party owners or franchisees 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 could suffer losses if third-party owners, franchisees, or hospitality 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.
Labor disruptions, which are generally more likely when collective bargaining agreements are being renegotiated, could harm our relationship with our colleagues or cause us to lose guests. Further, adverse publicity in the marketplace related to union messaging could further harm our reputation and reduce customer demand for our services.
Labor disruptions, which are generally more likely when collective bargaining agreements are being 44 Table of Contents renegotiated, could harm our relationship with our colleagues or cause us to lose guests. Further, adverse publicity in the marketplace related to union messaging could further harm our reputation and reduce customer demand for our services.
Risks Related to Our Business Competition Risks 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, alternatives to traditional hotels, and industry consolidation among our competitors may negatively impact our business.
Risks Related to Our Business Competition Risks 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.
In addition, 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.
In addition, certain of our marketing and distribution agreements 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.
As a part of the UVC 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 unconsolidated hospitality venture, 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 UVC Transaction.
As part of a prior 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 our hospitality 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 transaction.
Third-party developers, 30 Table of Contents property owners, and franchisees are focused on maximizing the value of their investment and working with a management company or franchisor that can help them be successful.
Third-party developers, property owners, and franchisees are focused on maximizing the value of their investment and working with a management company or franchisor that can help them be successful.
Any costs, lost revenues, changes to our business, or management attention related to intellectual property claims against us, whether successful or not, could impact our business. The extensive environmental requirements to which we are subject could increase our environmental costs and liabilities, reduce our profits, or limit our ability to run our business.
Any costs, lost revenues, changes to our business, or management attention related to intellectual property claims against us, whether successful or not, could impact our business. 45 Table of Contents The extensive environmental requirements to which we are subject could increase our environmental costs and liabilities, reduce our profits, or limit our ability to run our business.
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 income and cash flows, which could negatively affect our results of operations.
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 revenues, profits, and cash flows, which could negatively affect our results of operations.
However, consumers worldwide routinely use internet travel intermediaries such as Expedia.com, Priceline.com, Booking.com, Travelocity.com, and Orbitz.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.
However, consumers worldwide routinely use internet travel intermediaries such as Expedia.com, Booking.com, and 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.
In addition to the risks described in this section, several factors that could cause the price of our Class A common stock in the public market to fluctuate significantly include, among others, the following: • quarterly variations in our operating results compared to market expectations; • annual variations in our operating results compared to our guidance; • withdrawals or suspensions of our guidance; • announcements of acquisitions of or investments in other businesses and properties or dispositions; • announcements of new services or products or significant price reductions by us or our competitors; • size of our public float; • future conversions to and sales of our Class A common stock by current holders of Class B common stock in the public market, or the perception in the market that the holders of a large number of shares of Class B common stock intend to sell shares; • stock price performance of our competitors; • fluctuations in stock market prices and volumes in the United States and abroad; • low investor confidence; • default on our indebtedness or foreclosure of our properties; • changes in senior management or key personnel; • downgrades or changes in financial estimates by securities analysts or negative reports published by securities analysts about our business or the hospitality industry in general; • negative earnings or other announcements by us or other hospitality companies; • downgrades in our credit ratings or the credit ratings of our competitors; • issuances or repurchases of equity or debt securities; • a decision to pay or not to pay dividends; • cyber incidents and information technology failures; • terrorist activities or threats of such activities, civil or political unrest, or war; and • global economic, legal, and regulatory factors unrelated to our performance. 45 Table of Contents Volatility in the market price of our Class A common stock may prevent investors from being able to sell their Class A common stock at or above the price at which they purchased the stock.
In addition to the risks described in this section, several factors that could cause the price of our Class A common stock in the public market to fluctuate significantly include, among others, the following: • quarterly variations in our operating results compared to market expectations; • annual variations in our operating results compared to our guidance; • withdrawals or suspensions of our guidance; • announcements of acquisitions of or investments in other businesses and properties or dispositions; • announcements of new services or products or significant price reductions by us or our competitors; • size of our public float; • future conversions to and sales of our Class A common stock by current holders of Class B common stock in the public market, or the perception in the market that the holders of a large number of shares of Class B common stock intend to sell shares; • stock price performance of our competitors; • fluctuations in stock market prices and volumes in the United States and abroad; 47 Table of Contents • low investor confidence; • default on our indebtedness or foreclosure of our properties; • changes in senior management or key personnel; • downgrades or changes in financial estimates by securities analysts or negative reports published by securities analysts about our business or the hospitality industry in general; • negative earnings or other announcements by us or other hospitality companies; • downgrades in our credit ratings or the credit ratings of our competitors; • issuances or repurchases of equity or debt securities; • a decision to pay or not to pay dividends; • cyber incidents and information technology failures; • terrorist activities or threats of such activities, civil or political unrest, or war; and • global economic, legal, and regulatory factors unrelated to our performance.
Operational Risks The risks of doing business internationally, or in a particular country or region, could lower our revenues, increase our costs, reduce our profits, or disrupt our business. Our operations outside the United States represented approximately 24% of our revenues for the year ended December 31, 2024.
Operational Risks The risks of doing business internationally, or in a particular country or region, could lower our revenues, increase our costs, reduce our profits, or disrupt our business. Our operations outside the United States represented approximately 30% of our revenues for the year ended December 31, 2025.
Pritzker and/or certain of her lineal descendants that resulted in such entities holding fewer shares than are registered for resale on the May 2023 shelf registration statement, as of the date of this filing, 8,594,255 shares of the 9,245,902 shares originally registered for resale on the May 2023 shelf registration statement continue to be eligible to be sold pursuant to the May 2023 shelf registration statement during the 12 month period commencing November 5, 2024 through November 4, 2025 under the lock-up restrictions contained in the Amended and Restated Global Hyatt Agreement and the Amended and Restated Foreign Global Hyatt Agreement.
Pritzker and/or certain of her lineal descendants that resulted in such entities holding fewer shares than are registered for resale on the May 2023 shelf registration statement, as of the date of this filing, 8,434,635 shares of the 9,245,902 shares originally registered for resale on the May 2023 shelf registration statement continue to be eligible to be sold pursuant to the May 2023 shelf registration statement during the 12 month period from November 5, 2025 through November 4, 2026 under the lock-up restrictions contained in the Amended and Restated Global Hyatt Agreement and the Amended and Restated Foreign Global Hyatt Agreement.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements" for more information related to our guarantees. We are exposed to the risks resulting from investments in owned and leased real estate, which could increase our costs, reduce our profits, limit our ability to respond to market conditions, or restrict our growth strategy.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements" for additional information related to our guarantees. 34 Table of Contents We are exposed to the risks resulting from investments in owned and leased real estate, which could increase our costs, reduce our profits, limit our ability to respond to market conditions, or restrict our growth strategy.
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.
If a management and hotel services agreement or franchise 33 Table of Contents 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.
Some of 43 Table of Contents these laws make each covered person responsible for all of the costs involved, even if more than one person may have been responsible for the contamination.
Some of these laws make each covered person responsible for all of the costs involved, even if more than one person may have been responsible for the contamination.
The remaining 22,253 outstanding shares of Class A common stock and 53,512,578 outstanding shares of Class B common stock are deemed "restricted securities," as that term is defined in Rule 144.
The remaining 22,253 outstanding shares of Class A common stock and 53,131,473 outstanding shares of Class B common stock are deemed "restricted securities," as that term is defined in Rule 144.
In addition, 695,210 shares of our Class A common stock were reserved for issuance under the Hyatt Hotels Corporation Second Amended and Restated Employee Stock Purchase Plan ("ESPP"), 1,169,195 shares of our Class A common stock remained available for issuance pursuant to the 49 Table of Contents Amended and Restated Hyatt Corporation Deferred Compensation Plan ("DCP"), and 300,000 shares of Class A common stock remained available for issuance pursuant to the Hyatt International Hotels Retirement Plan, commonly known as the Field Retirement Plan ("FRP").
In addition, 630,191 shares of our Class A common stock were reserved for issuance under the Hyatt Hotels Corporation Second Amended and Restated Employee Stock Purchase Plan ("ESPP"), 1,169,195 shares of our Class A common stock remained available for issuance pursuant to the Amended and Restated Hyatt Corporation Deferred Compensation Plan ("DCP"), and 300,000 shares of Class A common stock remained available for issuance pursuant to the Hyatt International Hotels Retirement Plan, commonly known as the Field Retirement Plan ("FRP").
Some of our existing development pipeline may not be developed into new hotels or may not open on the anticipated timeline, which could materially adversely affect our growth prospects. At December 31, 2024, our executed contract base consisted of approximately 720 hotels, or approximately 138,000 rooms.
Some of our existing development pipeline may not be developed into new hotels or may not open on the anticipated timeline, which could materially adversely affect our growth prospects. At December 31, 2025, our executed contract base consisted of approximately 830 hotels, or approximately 148,000 rooms.
As a result, holders of our Class B common stock will control the election of directors and the ability of holders of our Class A common stock to elect director candidates will be limited. • Vacancies on our board of directors, and any newly created director positions created by the expansion of the board of directors, may be filled only by a majority of remaining directors then in office. • Actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent. • Special meetings of our stockholders can be called only by the Chairman of the Board or by our corporate secretary at the direction of our board of directors. • Advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our Company. • Our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying, or preventing a change of control. • An affirmative vote of the holders of at least 80% of the voting power of our outstanding capital stock entitled to vote is required to amend any provision of our certificate of incorporation or bylaws.
As a result, holders of our Class B common stock will control the election of directors and the ability of holders of our Class A common stock to elect director candidates will be limited. • Vacancies on our board of directors, and any newly created director positions created by the expansion of the board of directors, may be filled only by a majority of remaining directors then in office. • Actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent. • Special meetings of our stockholders can be called only by the Chairman of the Board or by our corporate secretary at the direction of our board of directors. • Advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our Company. • Our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying, or preventing a change of control. • An affirmative vote of the holders of at least 80% of the voting power of our outstanding capital stock entitled to vote is required to amend any provision of our certificate of incorporation or bylaws. 49 Table of Contents Pritzker family business interests have substantial control over us and have the ability to control the election of directors and other matters submitted to stockholders for approval, which will limit your ability to influence corporate matters or result in actions that you do not believe to be in our interests or your interests.
Subsequent to November 4, 2025, and assuming no further sales, 8,811,255 of the 9,245,902 shares originally registered for resale on the May 2023 shelf registration statement will continue to be eligible to be sold pursuant to the May 2023 shelf registration statement.
Subsequent to November 4, 2026, and assuming no further sales, 8,446,635 of the 9,245,902 shares originally registered for resale on the May 2023 shelf registration statement will continue to be eligible to be sold pursuant to the May 2023 shelf registration statement.
At January 31, 2025, 42,662,820 shares of Class A common stock are freely tradable in the public market without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act") unless these shares are held by any of our "affiliates," as that term is defined in Rule 144 under the Securities Act ("Rule 144").
At January 31, 2026, 41,314,039 shares of Class A common stock are freely tradable in the public market without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act") unless these shares are held by any of our "affiliates," as that term is defined in Rule 144 under the Securities Act ("Rule 144").
We are in the process of 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.
We have made significant progress 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 2026.
Holders of 53,512,578 shares of our Class B common stock or 55.7% of our total outstanding shares of common stock at January 31, 2025, including Pritzker family business interests, have rights, subject to certain conditions, to require us to file registration statements registering sales of shares of Class A common stock acquired upon conversion of such Class B common stock or to include sales of such shares of Class A common stock in registration statements that we may file for ourselves or for other stockholders.
Holders of 53,131,473 shares of our Class B common stock or 56.2% of our total outstanding shares of common stock at January 31, 2026, including Pritzker family business interests, have rights, subject to certain conditions, to require us to file registration statements registering sales of shares of Class A common stock acquired upon conversion of such Class B common stock or to include sales of such shares of Class A common stock in registration statements that we may file for ourselves or for other stockholders.
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.
These information technology and other systems include not only our own, but 40 Table of Contents 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 to scale appropriately for our business requirements.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 6 to our Consolidated Financial Statements" for more information related to our loans and other financing arrangements and "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements" for more information related to our guarantees.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 6 to our Consolidated Financial Statements" for additional information related to our loans 37 Table of Contents and other financing arrangements and "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements" for additional information related to our guarantees.
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. Actual or threatened war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty could have 26 Table of Contents a similar effect on our financial condition or our growth strategy.
In addition, potential concerns about public health or contagious diseases may impact travel demand and consumer confidence in the 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.
Similarly, 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.
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 36 Table of Contents significant number of rooms or other facilities, such as ballrooms, meeting spaces, or restaurants.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels, and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. 51 Table of Contents Key elements of our cybersecurity risk management program include: • cybersecurity and information technology governance departments principally responsible for (i) our cybersecurity risk assessment, management, and compliance processes, (ii) development and maintenance of our security controls, and (iii) our monitoring for and response to cybersecurity incidents; • engagements with external professionals and internal subject matter experts designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise information technology environment, including, but not limited to risk and compliance assessments, security scanning and testing, and periodic updating of our risk management framework; • the use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls, including, but not limited to cybersecurity tools and technology, cybersecurity services, threat intelligence information, professional services consulting, and contract staff augmentation; • training of our employees in cybersecurity awareness and payment card compliance and additional training for cybersecurity personnel, software developers, and senior management in cybersecurity-related topics including, but not limited to, incident response, secure software development, and training commensurate with job responsibilities; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management program designed to evaluate the cybersecurity capabilities of new and existing centrally managed vendors based on their criticality to our business and risk profile.
Biggest changeKey elements of our cybersecurity risk management program include, but are not limited to, the following: • cybersecurity and information technology governance, risk management, and compliance ("ITGRC") departments principally responsible for (i) our cybersecurity risk assessment, management, and compliance processes, (ii) the development and maintenance of our security controls, and (iii) our monitoring for and response to cybersecurity incidents; • risk assessments designed to help identify material cybersecurity threats to our critical systems and information, including, but not limited to, risk and compliance assessments, security scanning and testing, and periodic updating of our risk management framework; • the use of external service providers, where appropriate, to assess, evaluate, or otherwise assist with aspects of our security processes, including, but not limited to, cybersecurity tools and technology, cybersecurity services, threat intelligence information, professional services consulting, and contract staff augmentation; • training of our employees in cybersecurity awareness and payment card compliance, such as training for incident response personnel, software developers, and senior management in cybersecurity-related topics including, but not limited to, incident response, secure software development, and training commensurate with job responsibilities; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management program designed to evaluate the cybersecurity capabilities of key vendors based on our assessment of their criticality to our business and respective risk profile.
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.
There can be no assurance that our cybersecurity risk management program and processes, including our policies, procedures, standards, and controls, will be fully implemented, complied with, or effective in protecting our systems and information.
In addition, our cybersecurity and information technology governance departments provide reporting to our Risk Council that is led by our Senior Vice President of Internal Audit and is comprised of certain members of management from diverse functional areas and business units, including risk, finance, legal, accounting, tax, operations, cybersecurity, privacy, human resources, and environmental sustainability.
In addition, our cybersecurity and ITGRC departments provide reporting to our Risk Council that is led by our Senior Vice President of Internal Audit and is comprised of certain members of management from diverse functional areas and business units, including risk, finance, legal, accounting, tax, operations, cybersecurity, privacy, human resources, and environmental sustainability.
See Part I, Item 1A, "Risk Factors—Risks Related to Our Business—Cyber risk and the failure to maintain the availability or security of our systems or customer, colleague, or Company data could adversely affect our business, harm our reputation, and/or subject us to costs, fines, penalties, investigations, enforcement actions, or lawsuits." Cybersecurity Governance Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks.
See Part I, Item 1A, "Risk Factors—Risks Related to Our Business—Cyber risk and the failure to maintain the availability or security of our systems or customer, colleague, or Company data could adversely affect our business, harm our reputation, and/or subject us to costs, fines, penalties, investigations, enforcement actions, or lawsuits." Cybersecurity Governance Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and risks, including management's implementation of our cybersecurity risk management program.
The Audit Committee oversees management's implementation of our cybersecurity risk management program. Our board of directors and the Audit Committee receive periodic reports from our Chief Information Security Officer ("CISO") on our cybersecurity risks. In addition, our CISO updates the Audit Committee, as necessary, regarding significant cybersecurity incidents or updates.
Our board of directors and the Audit Committee receive periodic reports from our Chief Information Security Officer ("CISO") on our cybersecurity risks. In addition, our CISO updates the Audit Committee, when deemed appropriate, regarding cybersecurity incidents the CISO considers to be significant or potentially significant.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
From time to time, board members receive presentations on cybersecurity topics from our CISO, internal cybersecurity personnel, and/or external experts as part of the board of directors' continuing education on topics that impact public companies.
Board members receive presentations on cybersecurity topics from our CISO, internal cybersecurity personnel, and/or external experts as part of the board of directors' continuing education on topics that impact public companies. Our cybersecurity department, comprised of various levels of management and led by our CISO, is responsible for assessing and managing our material risks from cybersecurity threats.
Our CISO and cybersecurity and information technology governance departments collectively possess relevant expertise in cybersecurity architecture, engineering, governance, risk management, and compliance, operations, vulnerability 52 Table of Contents management, third-party risk management, threat intelligence, and cloud security areas.
Our CISO and cybersecurity and ITGRC departments collectively possess relevant expertise in cybersecurity architecture, engineering, governance, risk management, compliance, operations, vulnerability management, third-party risk management, threat intelligence, and cloud security areas. Our CISO has more than twenty years of experience in information technology and/or information security, including more than eight years in such positions in the hospitality industry.
Our CISO and the personnel of our cybersecurity and information technology governance departments are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents through various means, which include briefings with internal security personnel and external consultants and information from governmental, private, and industry threat intelligence sources, as well as through alerts and reports produced by security tools and technologies deployed in and around the information technology environment. 53 Table of Contents
Our CISO and the personnel of our cybersecurity and ITGRC departments take steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public, or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our information technology environment. 55 Table of Contents
Our cybersecurity department, comprised of various levels of management and led by our CISO, is responsible for assessing and managing our material risks from cybersecurity threats. The cybersecurity and information technology governance departments have primary responsibility for our overall cybersecurity risk management program and supervise both our internal cybersecurity personnel and our retained external cybersecurity consultants and suppliers.
The cybersecurity and ITGRC departments have primary responsibility for our overall cybersecurity risk management program and supervise both our internal cybersecurity personnel and our retained external cybersecurity consultants and suppliers.
Added
Our cybersecurity risk management program is integrated into our overall risk management program, and shares common methodologies, reporting channels, and governance processes that apply across the risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Added
The franchisees, licensees, hospitality venture partners, or other applicable counterparties of properties that are not owned, leased, or managed by Hyatt are generally responsible for cybersecurity at such properties and the information systems, security measures, and related business processes that are under their direction and control.
Added
Franchisees, licensees, and hospitality venture partners are typically required to comply with Hyatt brand standards relating to cybersecurity, which include an obligation to report relevant information security incidents to us. 54 Table of Contents We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeDecember 31, 2024 Managed (1) Franchised Owned and Leased (2) Total Properties Rooms Properties Rooms Properties Rooms Properties Rooms United States 183 65,053 524 89,104 14 5,672 721 159,829 Americas (excluding United States) 35 9,655 39 6,009 4 1,196 78 16,860 Greater China 107 32,387 78 13,004 — — 185 45,391 Asia Pacific (excluding Greater China) 129 31,407 11 2,839 — — 140 34,246 Europe 51 11,863 69 11,551 4 1,059 124 24,473 Middle East & Africa 43 10,243 2 551 — — 45 10,794 System-wide hotels (3) 548 160,608 723 123,058 22 7,927 1,293 291,593 Americas (excluding United States) 90 37,916 8 3,153 — — 98 41,069 Europe (4) 42 12,314 — — 9 2,325 51 14,639 System-wide all-inclusive resorts 132 50,230 8 3,153 9 2,325 149 55,708 System-wide (5) 680 210,838 731 126,211 31 10,252 1,442 347,301 Mr & Mrs Smith (6) 1,031 36,347 Hyatt Vacation Club 22 1,997 Residential 43 5,174 December 31, 2023 Managed (1) Franchised Owned and Leased (2) Total Properties Rooms Properties Rooms Properties Rooms Properties Rooms United States 170 61,319 510 86,151 18 9,278 698 156,748 Americas (excluding United States) 33 9,329 36 5,660 5 1,555 74 16,544 Greater China 101 30,988 52 9,718 — — 153 40,706 Asia Pacific (excluding Greater China) 115 30,195 11 2,954 — — 126 33,149 Europe 47 11,171 66 11,012 5 1,197 118 23,380 Middle East & Africa 41 9,937 1 250 — — 42 10,187 System-wide hotels (3) 507 152,939 676 115,745 28 12,030 1,211 280,714 Americas (excluding United States) 70 25,588 8 3,153 — — 78 28,741 Europe (4) 40 11,411 — — 6 1,275 46 12,686 System-wide all-inclusive resorts 110 36,999 8 3,153 6 1,275 124 41,427 System-wide (5) 617 189,938 684 118,898 34 13,305 1,335 322,141 Hyatt Vacation Club 22 1,997 Residential 39 4,407 56 Table of Contents December 31, 2022 Managed (1) Franchised Owned and Leased (2) Total Properties Rooms Properties Rooms Properties Rooms Properties Rooms United States 165 60,897 488 80,445 18 9,303 671 150,645 Americas (excluding United States) 34 9,358 33 5,283 5 1,555 72 16,196 Greater China 95 28,559 31 5,499 — — 126 34,058 Asia Pacific (excluding Greater China) 109 29,368 8 2,636 — — 117 32,004 Europe 49 11,578 61 10,493 5 1,197 115 23,268 Middle East & Africa 40 9,627 1 250 — — 41 9,877 System-wide hotels (3) 492 149,387 622 104,606 28 12,055 1,142 266,048 Americas (excluding United States) 62 21,543 10 3,882 — — 72 25,425 Europe (4) 43 11,356 — — 6 1,279 49 12,635 System-wide all-inclusive resorts 105 32,899 10 3,882 6 1,279 121 38,060 System-wide (5) 597 182,286 632 108,488 34 13,334 1,263 304,108 Hyatt Vacation Club 22 2,383 Residential 39 4,522 (1) Includes properties that the Company manages or provides services to.
Biggest changeDecember 31, 2025 Managed (1) Franchised Owned and Leased (2) Total Properties Rooms Properties Rooms Properties Rooms Properties Rooms United States 178 64,048 544 99,568 14 5,672 736 169,288 Americas (excluding United States) 39 10,210 49 7,719 4 1,197 92 19,126 Greater China 115 34,252 98 16,527 — — 213 50,779 Asia Pacific (excluding Greater China) 145 35,259 12 3,528 — — 157 38,787 Europe 54 12,310 67 11,629 4 1,059 125 24,998 Middle East & Africa 45 10,493 4 779 — — 49 11,272 System-wide hotels (3) 576 166,572 774 139,750 22 7,928 1,372 314,250 Americas (excluding United States) 107 44,108 — — — — 107 44,108 Europe (4) 43 13,143 — — 6 1,262 49 14,405 System-wide all-inclusive resorts 150 57,251 — — 6 1,262 156 58,513 System-wide (5) 726 223,823 774 139,750 28 9,190 1,528 372,763 Mr & Mrs Smith (6) 1,260 42,129 Hyatt Vacation Club 22 1,997 Residential 42 4,696 December 31, 2024 Managed (1) Franchised Owned and Leased (2) Total Properties Rooms Properties Rooms Properties Rooms Properties Rooms United States 183 65,053 524 89,104 14 5,672 721 159,829 Americas (excluding United States) 35 9,655 39 6,009 4 1,196 78 16,860 Greater China 107 32,387 78 13,004 — — 185 45,391 Asia Pacific (excluding Greater China) 129 31,407 11 2,839 — — 140 34,246 Europe 51 11,863 69 11,551 4 1,059 124 24,473 Middle East & Africa 43 10,243 2 551 — — 45 10,794 System-wide hotels (3) 548 160,608 723 123,058 22 7,927 1,293 291,593 Americas (excluding United States) 90 37,916 8 3,153 — — 98 41,069 Europe (4) 42 12,314 — — 9 2,325 51 14,639 System-wide all-inclusive resorts 132 50,230 8 3,153 9 2,325 149 55,708 System-wide (5) 680 210,838 731 126,211 31 10,252 1,442 347,301 Mr & Mrs Smith (6) 1,031 36,347 Hyatt Vacation Club 22 1,997 Residential 43 5,174 58 Table of Contents December 31, 2023 Managed (1) Franchised Owned and Leased (2) Total Properties Rooms Properties Rooms Properties Rooms Properties Rooms United States 170 61,319 510 86,151 18 9,278 698 156,748 Americas (excluding United States) 33 9,329 36 5,660 5 1,555 74 16,544 Greater China 101 30,988 52 9,718 — — 153 40,706 Asia Pacific (excluding Greater China) 115 30,195 11 2,954 — — 126 33,149 Europe 47 11,171 66 11,012 5 1,197 118 23,380 Middle East & Africa 41 9,937 1 250 — — 42 10,187 System-wide hotels (3) 507 152,939 676 115,745 28 12,030 1,211 280,714 Americas (excluding United States) 70 25,588 8 3,153 — — 78 28,741 Europe (4) 40 11,411 — — 6 1,275 46 12,686 System-wide all-inclusive resorts 110 36,999 8 3,153 6 1,275 124 41,427 System-wide (5) 617 189,938 684 118,898 34 13,305 1,335 322,141 Hyatt Vacation Club 22 1,997 Residential 39 4,407 (1) Includes properties that we manage or provide services to.
Corporate Headquarters and Regional Offices Our corporate headquarters are located at 150 North Riverside Plaza, Chicago, IL, pursuant to an operating lease. At December 31, 2024, we lease approximately 262,000 square feet.
Corporate Headquarters and Regional Offices Our corporate headquarters are located at 150 North Riverside Plaza, Chicago, IL, pursuant to an operating lease. At December 31, 2025, we lease approximately 262,000 square feet.
Item 2. Properties. The following table sets forth a description of each owned or leased property in our portfolio of properties at December 31, 2024.
Item 2. Properties. The following table sets forth a description of each owned or leased property in our portfolio of properties at December 31, 2025.
In addition to our corporate headquarters, we lease space for our regional offices, service centers, data centers, and sales offices in multiple domestic and international locations, including Cancún, Mexico; Chandler, AZ; Coral Gables, FL; Franklin Park, IL; Gurgaon, India; Hong Kong, People's Republic of China; Melbourne, Australia; Moore, OK; New York, NY; Omaha, NE; Palma de Mallorca, Spain; Shenzhen, China; Tokyo, Japan; and Zurich, Switzerland.
In addition to our corporate headquarters, we lease space for our regional offices, service centers, data centers, and sales offices in multiple domestic and international locations, including Cancún, Mexico; Chandler, AZ; Coral Gables, FL; Franklin Park, IL; Gurgaon, India; Hong Kong, People's Republic of China; Mainz, Germany; Moore, OK; New York, NY; Omaha, NE; Palma de Mallorca, Spain; Shenzhen, People's Republic of China; Singapore, Republic of Singapore; Sunrise, FL; Tokyo, Japan; and Zurich, Switzerland.
(2) Figures do not include unconsolidated hospitality ventures. (3) Figures do not include all-inclusive properties. (4) Certain resorts in Europe operate under a hybrid all-inclusive model, which includes various all-inclusive package options as well as rooms-only options. (5) Figures do not include vacation and certain residential units.
(2) Figures do not include unconsolidated hospitality ventures. (3) Figures do not include all-inclusive properties. (4) Certain resorts in Europe operate under a hybrid all-inclusive model, which includes various all-inclusive package options as well as rooms-only options. (5) Figures do not include Hyatt Vacation Club, Mr & Mrs Smith, and certain residential units.
(6) Represents unaffiliated Mr & Mrs Smith properties available through hyatt.com, which are not reflected in the system-wide figures above. At December 31, 2024, the Mr & Mrs Smith platform included 2,251 properties and approximately 105,000 rooms that pay commissions through our distribution segment revenues.
(6) Represents unaffiliated Mr & Mrs Smith properties available through hyatt.com, which are not reflected in the system-wide figures above. At December 31, 2025, the Mr & Mrs Smith platform included approximately 2,400 properties (approximately 109,000 rooms) that pay commissions through our distribution segment revenues.
Property Location Rooms Owned and leased hotels Andaz West Hollywood (1) West Hollywood, CA 240 Hyatt Centric The Pike Long Beach (2) Long Beach, CA 138 Hyatt Grand Central New York (2) New York, NY 1,298 Hyatt Place Atlanta / Buckhead (3) Atlanta, GA 171 Hyatt Regency Baltimore Inner Harbor (2) Baltimore, MD 488 Hyatt Regency Irvine Irvine, CA 516 Hyatt Regency Long Beach (2) Long Beach, CA 531 Hyatt Regency Phoenix Phoenix, AZ 693 Hyatt Regency San Francisco (1) San Francisco, CA 821 Miraval Arizona Resort and Spa Tucson, AZ 145 Miraval Austin Resort and Spa Austin, TX 117 Miraval Berkshires Resort and Spa Lenox, MA 121 Park Hyatt Chicago Chicago, IL 182 Park Hyatt New York New York, NY 211 United States 5,672 Grand Hyatt Rio de Janeiro Rio de Janeiro, Brazil 436 Grand Hyatt São Paulo São Paulo, Brazil 467 Hyatt Place Macaé Macaé, Brazil 141 Hyatt Place Sao Jose do Rio Preto São José do Rio Preto, Brazil 152 Americas (excluding United States) 1,196 Andaz London Liverpool Street (4) London, England 267 Hyatt Place Amsterdam Airport (1) Amsterdam, Netherlands 330 Hyatt Regency Cologne (1) Cologne, Germany 306 Park Hyatt Paris-Vendôme Paris, France 156 Europe 1,059 Owned and leased all-inclusive resorts (5) Alua Atlántico Golf Resort Tenerife, Spain 410 Alua Calas de Mallorca Resort (1) Mallorca, Spain 474 Alua Illa de Menorca (1) Menorca, Spain 228 AluaSoul Menorca (1) Menorca, Spain 133 AluaSoul Orotava Valley Tenerife, Spain 202 AluaSun Cala Antena (1) Mallorca, Spain 334 AluaSun Far Menorca (1) Menorca, Spain 34 AluaSun Mediterraneo (1) Menorca, Spain 72 Alua Tenerife Tenerife, Spain 438 Europe 2,325 Total owned and leased hotels and all-inclusive resorts (6) 10,252 54 Table of Contents Property Location Rooms Ownership (7) Unconsolidated hospitality venture hotels Caption by Hyatt Beale Street Memphis Memphis, TN 136 50 % Hyatt Centric Buckhead Atlanta Atlanta, GA 218 50 % Hyatt Centric Center City Philadelphia Philadelphia, PA 332 40 % Hyatt House Denver / Downtown Denver, CO 113 50 % Hyatt Place Atlanta / Centennial Park Atlanta, GA 175 50 % Hyatt Place Boston / Seaport District (2) Boston, MA 297 50 % Hyatt Place Denver / Downtown Denver, CO 248 50 % Hyatt Regency Columbus (2) Columbus, OH 633 24 % Hyatt Regency Crystal City at Reagan National Airport Arlington, VA 686 50 % Hyatt Regency Huntington Beach Resort and Spa Huntington Beach, CA 519 40 % Hyatt Regency Miami (2) Miami, FL 615 50 % United States 3,972 Andaz Mayakoba Resort Riviera Maya Playa del Carmen, Mexico 214 40 % Americas (excluding United States) 214 Andaz Vienna Am Belvedere Vienna, Austria 303 50 % Park Hyatt Milan Milan, Italy 108 30 % Europe 411 Andaz Bali Bali, Indonesia 149 10 % Andaz Delhi (2) New Delhi, India 401 39 % Grand Hyatt Bali Bali, Indonesia 636 10 % Grand Hyatt Mumbai Hotel & Residences Mumbai, India 548 39 % Hyatt Place Hampi (2) Bellary, India 115 39 % Hyatt Raipur Raipur, India 105 39 % Hyatt Regency Ahmedabad Ahmedabad, India 269 39 % Hyatt Regency Bali Bali, Indonesia 373 10 % Hyatt Regency Lucknow Lucknow, India 205 39 % Asia Pacific (excluding Greater China) 2,801 Total unconsolidated hospitality venture hotels (8) 7,398 (1) Property is accounted for as an operating lease and we own a 100% interest in the entity that is the operating lessee.
Property Location Rooms Owned and leased hotels Andaz West Hollywood (1) West Hollywood, CA 240 Hyatt Centric The Pike Long Beach (2) Long Beach, CA 138 Hyatt Grand Central New York (2) New York, NY 1,298 Hyatt Place Atlanta/Buckhead (3) Atlanta, GA 171 Hyatt Regency Baltimore Inner Harbor (2) Baltimore, MD 488 Hyatt Regency Irvine Irvine, CA 516 Hyatt Regency Long Beach (2) Long Beach, CA 531 Hyatt Regency Phoenix Phoenix, AZ 693 Hyatt Regency San Francisco (1) San Francisco, CA 821 Miraval Arizona Resort and Spa Tucson, AZ 145 Miraval Austin Resort and Spa Austin, TX 117 Miraval Berkshires Resort and Spa Lenox, MA 121 Park Hyatt Chicago Chicago, IL 182 Park Hyatt New York New York, NY 211 United States 5,672 Grand Hyatt Rio de Janeiro Rio de Janeiro, Brazil 436 Grand Hyatt São Paulo São Paulo, Brazil 468 Hyatt Place Macaé Macaé, Brazil 141 Hyatt Place Sao Jose do Rio Preto São José do Rio Preto, Brazil 152 Americas (excluding United States) 1,197 Andaz London Liverpool Street (4) London, England 267 Hyatt Place Amsterdam Airport (1) Amsterdam, Netherlands 330 Hyatt Regency Cologne (1) Cologne, Germany 306 Park Hyatt Paris-Vendôme Paris, France 156 Europe 1,059 Owned and leased all-inclusive resorts (5) Alua Calas de Mallorca Resort (1) Mallorca, Spain 469 Alua Illa de Menorca (1) Menorca, Spain 228 AluaSoul Menorca (1) Menorca, Spain 133 AluaSun Cala Antena (1) Mallorca, Spain 334 AluaSun Far Menorca (1) Menorca, Spain 26 AluaSun Mediterraneo (1) Menorca, Spain 72 Europe 1,262 Total owned and leased hotels and all-inclusive resorts (6) 9,190 56 Table of Contents Property Location Rooms Ownership (7) Unconsolidated hospitality venture hotels Hyatt Centric Buckhead Atlanta Atlanta, GA 218 50 % Hyatt Centric Center City Philadelphia Philadelphia, PA 332 40 % Hyatt House Denver/Downtown Denver, CO 113 50 % Hyatt Place Atlanta / Centennial Park Atlanta, GA 175 50 % Hyatt Place Boston / Seaport District (2) Boston, MA 297 50 % Hyatt Place Denver/Downtown Denver, CO 248 50 % Hyatt Regency Columbus (2) Columbus, OH 633 24 % Hyatt Regency Crystal City at Reagan National Airport Washington, DC 686 50 % Hyatt Regency Huntington Beach Resort and Spa Orange County, CA 519 40 % Hyatt Regency Miami (2) Miami, FL 615 50 % Thompson Denver Denver, CO 216 50 % United States 4,052 Alila Mayakoba Playa del Carmen, Mexico 214 40 % Americas (excluding United States) 214 Andaz Vienna Am Belvedere Vienna, Austria 303 50 % Park Hyatt Milan Milan, Italy 108 30 % Europe 411 Andaz Bali Bali, Indonesia 149 10 % Andaz Delhi (2) New Delhi, India 401 39 % Grand Hyatt Bali Bali, Indonesia 636 10 % Grand Hyatt Mumbai Hotel & Residences Mumbai, India 547 39 % Hyatt Place Hampi (2) Bellary, India 115 39 % Hyatt Raipur Raipur, India 105 39 % Hyatt Regency Ahmedabad Ahmedabad, India 269 39 % Hyatt Regency Bali Bali, Indonesia 373 10 % Hyatt Regency Lucknow Lucknow, India 205 39 % Asia Pacific (excluding Greater China) 2,800 Total unconsolidated hospitality venture hotels (8) 7,477 (1) Property is accounted for as an operating lease and we own a 100% interest in the entity that is the operating lessee.
(8) Excludes six UrCove hotels where we own a 49% interest in an unconsolidated hospitality venture that is the operating lessee. 55 Table of Contents Below is a summary of our managed, franchised, and owned and leased system-wide hotels and all-inclusive resorts by geography for all periods presented.
(8) Excludes six UrCove hotels where we own a 49% interest in an unconsolidated hospitality venture that is the operating lessee. 57 Table of Contents The following tables summarize our system-wide managed, franchised, and owned and leased hotels and all-inclusive resorts by geography.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed3 unchanged
Biggest changeSee Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 14 and Note 15 to our Consolidated Financial Statements" for more information related to tax and legal contingencies, respectively. 57 Table of Contents
Biggest changeSee Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 14 and Note 15 to our Consolidated Financial Statements" for additional information related to tax and legal contingencies, respectively.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

23 edited+6 added−5 removed16 unchanged
Biggest changeJavier Águila was appointed Executive Vice President, Group President—EAME in October 2022. In this role, Mr. Águila is responsible for leading the strategic growth and overall operations of Hyatt's portfolio in Europe, Africa, the Middle East, and Central Asia. Effective March 1, 2025, Mr. Águila will also serve as President, Inclusive Collection, leading Hyatt's global all-inclusive portfolio.
Biggest changeEgan serves on the Board of Directors of Sarah's Circle and ADL Midwest. Marc Jacheet was appointed as Executive Vice President, Group President—EAME in July 2025. In this role, Mr. Jacheet is responsible for leading Hyatt's operations and growth strategy across Europe, Africa, and the Middle East. Prior to joining Hyatt, Mr.
Lalvani began his career in hospitality over 25 years ago at Starwood Capital Group, where he served as Assistant to Chairman Barry Sternlicht and later led Global Development for W Hotels. In 2013, Mr. Lalvani acquired The Standard brand and formed Standard International. In 2015, Mr.
Mr. Lalvani began his career in hospitality over 25 years ago at Starwood Capital Group, where he served as Assistant to Chairman Barry Sternlicht and later led Global Development for W Hotels. In 2013, Mr. Lalvani acquired The Standard brand and formed Standard International. In 2015, Mr.
Vondrasek was appointed Executive Vice President, Chief Commercial Officer in March 2018. In this role, Mr. Vondrasek oversees global sales, revenue management, distribution strategy, corporate marketing, brands, communications, digital, consumer insights, and analytics, global care centers, information technology, and the World of Hyatt loyalty platform. He is also charged with integrating and scaling new business opportunities, products, and services. Mr.
Vondrasek was appointed Executive Vice President, Chief Commercial Officer in March 2018. In this role, Mr. Vondrasek oversees global sales, revenue management, distribution strategy, corporate marketing, digital, consumer insights and analytics, global care centers, information technology, and the World of Hyatt loyalty platform. He is also charged with integrating and scaling new business opportunities, products, and services. Mr.
Udell held senior management positions in Hyatt properties in Bangkok, Seoul, Hong Kong, and Tokyo, including as the opening General Manager of Park Hyatt Tokyo and General Manager of Grand Hyatt Hong Kong. He began his career with Hyatt as a Corporate Management Trainee at Hyatt Regency Singapore in 1982. 60 Table of Contents Mark R.
Udell held senior management positions in Hyatt properties in Bangkok, Seoul, Hong Kong, and Tokyo, including as the opening General Manager of Park Hyatt Tokyo and General Manager of Grand Hyatt Hong Kong. He began his career with Hyatt as a Corporate Management Trainee at Hyatt Regency Singapore in 1982. 61 Table of Contents Mark R.
If he is not re-elected to the board of directors, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment was terminated by us without cause. 61 Table of Contents Part II
If he is not re-elected to the board of directors, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment was terminated by us without cause. 62 Table of Contents Part II
If he is not re-appointed as executive chairman, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment was terminated by us without cause. Pursuant to our employment letter with Mr. Mark S.
If he is not re-appointed as executive chairman, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment was terminated by us without cause. Pursuant to our employment letter with Mr.
Bottarini served as Vice President, Hotel Finance—Asia 59 Table of Contents Pacific (Hong Kong) of the Company from 2014 to 2016 and as Vice President, Strategic Financial Planning and Analysis of the Company from 2007 to 2014. Prior to her roles at Hyatt, Ms.
Bottarini served as Vice President, Hotel Finance—Asia Pacific (Hong Kong) of the Company from 2014 to 2016 and as Vice President, Strategic Financial Planning and Analysis of the Company from 2007 60 Table of Contents to 2014. Prior to her roles at Hyatt, Ms.
Vondrasek 57 Executive Vice President, Chief Commercial Officer Thomas J. Pritzker has been a member of our board of directors since August 2004 and our Executive Chairman since August 2004. Mr. Pritzker served as our Chief Executive Officer from August 2004 to December 2006. Mr.
Vondrasek 58 Executive Vice President, Chief Commercial Officer Thomas J. Pritzker has been a member of our board of directors since August 2004 and our Executive Chairman since August 2004. Mr. Pritzker served as our Chief Executive Officer from August 2004 to December 2006. Mr.
Each of the executive officers is elected by and serves at the pleasure of the board of directors. Name Age Position Thomas J. Pritzker 74 Executive Chairman of the Board Mark S.
Each of the executive officers is elected by and serves at the pleasure of the board of directors. Name Age Position Thomas J. Pritzker 75 Executive Chairman of the Board Mark S.
Item 4. Mine Safety Disclosures. Not applicable. 58 Table of Contents Information about our Executive Officers. The following chart names each of the Company's executive officers and their ages and positions at February 13, 2025. Also included below is biographical information relating to each of the Company's executive officers.
Item 4. Mine Safety Disclosures. Not applicable. 59 Table of Contents Information about our Executive Officers. The following chart names each of the Company's executive officers and their ages and positions at February 13, 2026. Also included below is biographical information relating to each of the Company's executive officers.
Vondrasek joined Hyatt in September 2017 with 15 years of hospitality leadership experience at Starwood Hotels and Resorts, where he most recently served in a similar role as Senior Vice President, Commercial Services Officer. Prior to entering the hospitality industry, he spent 10 years in the Financial Services industry, overseeing operational teams at Fidelity Investments and Kemper Financial Services. Mr.
Vondrasek joined Hyatt in September 2017 with 15 years of hospitality leadership experience at Starwood Hotels and Resorts, where he served as Senior Vice President, Commercial Services. Prior to entering the hospitality industry, he spent 10 years in the financial services industry, overseeing operational teams at Fidelity Investments and Kemper Financial Services. Mr.
Lalvani led Standard International's acquisition of a majority stake in The Bunkhouse Group and he served on the Board of Directors and as CEO of both companies until 2021, guiding their strategic and creative direction, capital raising efforts, team and infrastructure development, and global expansion. Malaika L. Myers was appointed Executive Vice President, Chief Human Resources Officer in September 2017.
Lalvani led Standard International's acquisition of a majority stake in The Bunkhouse Group and he served on the Board of Directors and as CEO of both companies until 2021, guiding their strategic and creative direction, capital raising efforts, team and infrastructure development, and global expansion. Kristin L. Oliver was appointed Executive Vice President, Chief Human Resources Officer in May 2025.
Sears is responsible for the growth and successful operation of Hyatt's portfolio in the United States, Canada, the Caribbean, Mexico, Central America, and South America. Prior to his current role, he was the Senior Vice President—Operations, Asia Pacific. Mr.
Sears was appointed Executive Vice President, Group President—Americas in September 2014. Mr. Sears is responsible for the growth and successful operation of Hyatt's portfolio in the United States, Canada, the Caribbean, Mexico, Central America, and South America. Prior to his current role, he was the Senior Vice President—Operations, Asia Pacific. Mr.
Vondrasek serves on the Board of Directors of Denny's Corporation. Pursuant to our employment letter with Mr. Thomas J.
Vondrasek served on the Board of Directors of Denny's Corporation from 2024 to 2026. Pursuant to our employment letter with Mr. Thomas J.
Joan Bottarini was appointed Executive Vice President, Chief Financial Officer in November 2018. In this role, Ms. Bottarini is responsible for the global finance function, including financial reporting, planning, treasury, tax, investor relations, internal audit, asset management, and procurement. Ms. Bottarini previously served as the Company's Senior Vice President, Finance—Americas from 2016 to 2018. Prior to that position, Ms.
Bottarini is responsible for the global finance function, including financial reporting, planning, treasury, tax, investor relations, internal audit, and procurement. Ms. Bottarini previously served as the Company's Senior Vice President, Finance—Americas from 2016 to 2018. Prior to that position, Ms.
Lalvani leads a dedicated lifestyle group headquartered in New York City that pairs Hyatt's best-in-class operational and loyalty infrastructure with distinct leadership across key functions including experience creation, design, marketing, programming, public relations, restaurants, nightlife, and entertainment. Mr.
Amar Lalvani was appointed Executive Vice President, President & Creative Director, Lifestyle in October 2024 following the Company's acquisition of Standard International. Mr. Lalvani leads a dedicated lifestyle group headquartered in New York City that pairs Hyatt's best-in-class operational and loyalty infrastructure with distinct leadership across key functions including experience creation, design, marketing, programming, public relations, restaurants, nightlife, and entertainment.
Egan was appointed Executive Vice President, General Counsel and Secretary in January 2018. Ms. Egan is responsible for Hyatt's global legal and corporate secretarial services. Ms. Egan previously served as Senior Vice President and Associate General Counsel at Hyatt from March 2013 to January 2018 overseeing the Company's legal global transactions teams. From October 2003 to March 2013, Ms.
Egan is responsible for Hyatt's global corporate affairs and legal department, including legal, risk management, communications, and sustainability and social impact. Ms. Egan previously served as Senior Vice President and Associate General Counsel at Hyatt from March 2013 to January 2018 overseeing the Company's legal global transactions teams. From October 2003 to March 2013, Ms.
Egan 55 Executive Vice President, General Counsel and Secretary Amar Lalvani 50 Executive Vice President, President & Creative Director, Lifestyle Malaika L. Myers 57 Executive Vice President, Chief Human Resources Officer Peter J. Sears 60 Executive Vice President, Group President—Americas David Udell 64 Executive Vice President, Group President—Asia Pacific Mark R.
Egan 56 Executive Vice President, General Counsel and Secretary Marc Jacheet 54 Executive Vice President, Group President—EAME Amar Lalvani 51 Executive Vice President, President & Creative Director, Lifestyle Kristin L. Oliver 53 Executive Vice President, Chief Human Resources Officer Peter J. Sears 61 Executive Vice President, Group President—Americas David Udell 65 Executive Vice President, Group President—Asia Pacific Mark R.
Most recently, he served as Group President, AMResorts Europe and Global Strategy at ALG, which became part of Hyatt in 2021. Prior to that, Mr. Águila founded Alua Hotels and Resorts, a Spanish hotel group of all-inclusive and leisure properties and served as Chief Executive Officer until the company was acquired by ALG in 2019.
Prior to joining ALG, Mr. Águila founded Alua Hotels and Resorts, a Spanish hotel group of all-inclusive and leisure properties and served as Chief Executive Officer until the company was acquired by ALG in 2019. Previously, he served as Chief Operating Officer at Orizonia Corporation, a vertically integrated travel group in Spain.
Previously, he served as Chief Operating Officer at Orizonia Corporation, a vertically integrated travel group in Spain. Before starting his career in the hospitality and travel sector Mr. Águila worked for more than 10 years in private equity and management consulting at The Carlyle Group, McKinsey & Company, and Booz Allen Hamilton.
Before starting his career in the hospitality and travel sector, Mr. Águila worked for more than 10 years in private equity and management consulting at The Carlyle Group, McKinsey & Company, and Booz Allen Hamilton. Joan Bottarini was appointed Executive Vice President, Chief Financial Officer in November 2018. In this role, Ms.
Hoplamazian 61 President, Chief Executive Officer and Director (Principal Executive Officer) Javier Águila 49 Executive Vice President, Group President—EAME Joan Bottarini 53 Executive Vice President, Chief Financial Officer (Principal Financial Officer) James K. Chu 61 Executive Vice President, Chief Growth Officer Margaret C.
Hoplamazian 62 President, Chief Executive Officer and Director (Principal Executive Officer) Javier Águila 50 Executive Vice President, President—Inclusive Collection Joan Bottarini 54 Executive Vice President, Chief Financial Officer (Principal Financial Officer) Margaret C.
In this role, Ms. Myers is responsible for setting and implementing Hyatt's global human resources enterprise strategy. Ms. Myers joined Hyatt with over 25 years of experience in human resources across a diverse group of industries. Prior to assuming her role at Hyatt, Ms.
In this role, Ms. Oliver is responsible for setting and implementing Hyatt's global human resources enterprise strategy. Prior to joining Hyatt, Ms.
Bottarini served as the Controller - Development at Essex Property Trust and an Assurance Manager at KPMG LLP. Ms. Bottarini serves as co-chair of the No Room for Trafficking Council of the American Hotel and Lodging Association Foundation and as an advisory board member of Salt and Light Coalition in Chicago. James K.
Bottarini also serves as co-chair of the No Room for Trafficking Council of the American Hotel and Lodging Association Foundation and as a board member of Salt and Light Coalition in Chicago. Margaret C. Egan was appointed Executive Vice President, General Counsel and Secretary in January 2018. Ms.
Removed
Chu was appointed Executive Vice President, Chief Growth Officer in May 2022. His current responsibilities include overseeing Hyatt's global strategy for development and owner relations, transactions, global product and design strategy, as well as the company's Global Franchise and Owner Relations Group. Prior to his current position, he served as the Company's Executive Vice President of Global Franchising and Development.
Added
Javier Águila was appointed Executive Vice President, President—Inclusive Collection in March 2025 and leads Hyatt's global all-inclusive portfolio. Prior to his current role, Mr. Águila served as Executive Vice President, Group President—EAME from October 2022 to July 2025. He previously served as Group President, AMResorts Europe and Global Strategy at ALG, which became part of Hyatt in 2021.
Removed
He also served as the Company's Global Head of Development from 2018 to 2021 and Global Head of Select Service and Franchise Strategy from 2016 to 2018. Before joining Hyatt, Mr. Chu held various roles with Wyndham International, including General Manager, Vice President of Sales, and Senior Vice President of Business Development. Margaret C.
Added
Bottarini served as the Controller - Development at Essex Property Trust and as an Assurance Manager at KPMG LLP. Ms. Bottarini serves on the Board of Directors and as a member of the Audit and Compensation and Talent committees of the Board of Directors of General Mills, Inc. Ms.
Removed
Egan serves on the Board of Directors of Sarah's Circle and ADL Midwest. Amar Lalvani was appointed Executive Vice President, President & Creative Director, Lifestyle in October 2024 following the Company's acquisition of Standard International. Mr.
Added
Jacheet held senior leadership roles at global brands such as De Beers Group from 2022 to 2024, Tiffany & Co. from 2013 to 2021, Louis Vuitton, Moët & Chandon, and Danone. He previously served as a senior advisor at Boston Consulting Group from 2024 to 2025.
Removed
Myers served as Senior Vice President, Human Resources for Jarden Corporation, a global consumer products company, where she was responsible for the effectiveness of human resources strategies and programs for Jarden Corporation worldwide. Prior to Jarden, Ms. Myers served as Chief Human Resources Officer for Arysta LifeScience, a global agricultural chemical company. Ms.
Added
Oliver served as Executive Vice President, Chief Human Resources Officer of Hanesbrands Inc. from September 2020 to April 2025, including additional roles as Chief Legal Officer from January 2025 to April 2025 and Interim Chief Legal Officer from December 2023 to January 2025. From 2018 to 2020, Ms.
Removed
Myers also previously served in various senior management roles at Diageo PLC and PepsiCo. Ms. Myers serves on the Board of Directors of Skills for Chicagoland's Future, Cielo, Inc., Wella Company, and HR Policy Association. Peter J. Sears was appointed Executive Vice President, Group President—Americas in September 2014. Mr.
Added
Oliver served as Senior Vice President and Chief Human Resources Officer at Walgreens, a retail pharmacy leader and a division of Walgreens Boots Alliance, Inc. From 2016 to 2018, she served as Executive Vice President and Chief Human Resources Officer at Chico's FAS, Inc., a publicly traded women's clothing and accessories retailer. Previously in her career, Ms.
Added
Oliver served in various roles at Walmart, including as Executive Vice President, Walmart US, People division from 2013 to 2015, Senior Vice President and head of Human Resources, International Division from 2010 to 2012, Vice President and Division General Counsel, Employment from 2008 to 2010, and Associate General Counsel from 2004 to 2009. Peter J.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+1 added−0 removed3 unchanged
Biggest changeThe graph assumes the value of the investment in our Class A common stock and each index was $100 at December 31, 2019 and all dividends and other distributions were reinvested. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Hyatt Hotels Corporation 100.0 83.0 107.2 101.1 146.3 176.8 S&P 500 100.0 118.4 152.3 124.7 157.5 196.9 Russell 1000 Hotel 100.0 94.8 125.1 104.5 141.3 178.8 Recent Sales of Unregistered Securities None. 63 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers Issuer Purchases of Equity Securities The following table sets forth information regarding our purchases of shares of Class A common stock on a settlement date basis during the quarter ended December 31, 2024: Total number of shares purchased (1) Weighted-average price paid per share Total number of shares purchased as part of publicly announced plans Maximum number (or approximate dollar value) of shares that may yet be purchased under the program October 1 to October 31, 2024 — $ — — $ 982,007,137 November 1 to November 30, 2024 — — — $ 982,007,137 December 1 to December 31, 2024 69,194 158.99 69,194 $ 971,005,888 Total 69,194 $ 158.99 69,194 (1) On May 8, 2024, our board of directors approved an expansion of our share repurchase program.
Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers Issuer Purchases of Equity Securities The following table sets forth information regarding our purchases of shares of our common stock on a settlement date basis during the quarter ended December 31, 2025: Total number of shares purchased (1) Weighted-average price paid per share Total number of shares purchased as part of publicly announced plans Maximum number (or approximate dollar value) of shares that may yet be purchased under the program (2) October 1 to October 31, 2025 344,067 $ 145.32 344,067 $ 741,631,410 November 1 to November 30, 2025 414,568 154.38 414,568 $ 677,631,610 December 1 to December 31, 2025 — — — $ 677,631,610 Total 758,635 $ 150.27 758,635 (1) On May 8, 2024, our board of directors approved an expansion of our share repurchase program.
The following graph compares the cumulative total stockholder return since December 31, 2019, with the S&P 500 Index ("S&P 500") and the Russell 1000 Hotel/Motel Index (the "Russell 1000 Hotel").
The following graph compares the cumulative total stockholder return since December 31, 2020 with the S&P 500 Index ("S&P 500") and the Russell 1000 Hotel/Motel Index (the "Russell 1000 Hotel").
The share repurchase program does not obligate us to repurchase any dollar amount or number of shares, and the program may be suspended or discontinued at any time and does not have an expiration date. At December 31, 2024, we had approximately $971 million remaining under the share repurchase program.
The share repurchase program does not obligate us to repurchase any dollar amount or number of shares, and the program may be suspended or discontinued at any time and does not have an expiration date. At December 31, 2025, we had approximately $678 million remaining under the share repurchase program.
At January 31, 2025, our Class B common stock was held by 54 stockholders of record, and there were 53,512,578 shares of Class B common stock outstanding. Dividends We currently pay a quarterly cash dividend and expect to continue paying regular dividends on a quarterly basis.
At January 31, 2026, our Class B common stock was held by 52 stockholders of record, and there were 53,131,473 shares of Class B common stock outstanding. Dividends We currently pay a quarterly cash dividend and expect to continue paying regular dividends on a quarterly basis.
See Part IV, Item 15, "Exhibits and Financial Statements Schedule—Note 16 to our Consolidated Financial Statements" for additional information. 62 Table of Contents Performance Graph The following performance graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
Performance Graph The following performance graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 16 to our Consolidated Financial Statements" for additional information.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 16 to our Consolidated Financial Statements" for additional information. (2) Excludes related insignificant expenses. Item 6. [Reserved]. 64 Table of Contents
At January 31, 2025, our Class A common stock was held by 25 stockholders of record, and there were 42,645,073 shares of Class A common stock outstanding.
Market Information Our Class A common stock is listed on the New York Stock Exchange under the symbol "H." At January 31, 2026, our Class A common stock was held by 25 stockholders of record, and there were 41,336,292 shares of Class A common stock outstanding.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. Market Information On November 5, 2009, our Class A common stock began trading publicly on the New York Stock Exchange under the symbol "H." Prior to that time, there was no public market for our Class A common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
Added
The graph assumes the value of the investment in our Class A common stock and each index was $100 at December 31, 2020 and all dividends and other distributions were reinvested. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Hyatt Hotels Corporation $ 100.00 $ 129.20 $ 121.80 $ 176.30 $ 213.10 $ 218.56 S&P 500 100.00 128.70 105.40 133.00 166.30 195.98 Russell 1000 Hotel 100.00 131.90 110.20 149.00 188.60 207.15 63 Table of Contents Recent Sales of Unregistered Securities None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

178 edited+38 added−113 removed50 unchanged
Biggest changeCash Flows from Investing Activities 2024 Activity: • We received $723 million of net proceeds from the sale of Hyatt Regency Orlando and an adjacent undeveloped land parcel. • We received approximately $244 million of net proceeds from the sale of Park Hyatt Zurich. • We received $226 million of net proceeds from the sale of Hyatt Regency San Antonio Riverwalk. • We received $173 million of net proceeds from the sale of the shares of entities that own Hyatt Regency Aruba Resort Spa and Casino. • We received $62 million of proceeds related to the sales activity related to certain equity method investments and redemption of HTM debt securities. • We received $51 million of proceeds from financing receivables. • We received $41 million of net proceeds from the UVC Transaction. • We received $11 million of net proceeds from the sale of Hyatt Regency O'Hare Chicago. • We received $3 million of net proceeds from the sale of Hyatt Regency Green Bay. • We invested $437 million of net proceeds from the sale of marketable securities and short-term investments . • We completed the Bahia Principe Transaction for approximately $372 million, net of cash acquired. • We invested $170 million in capital expenditures (see "—Capital Expenditures"). • We acquired 100% of the issued and outstanding equity interests of certain entities collectively doing business as Standard International for $148 million, net of cash acquired. • We issued $136 million of financing receivables. • We acquired the Alua Portfolio for approximately $61 million, net of cash acquired. • We invested $53 million in HTM debt securities. • We contributed $35 million to unconsolidated hospitality ventures. • We acquired the Me and All Hotels brand name for $28 million, inclusive of closing costs. 89 Table of Contents 2023 Activity: • We invested $198 million in capital expenditures (see "—Capital Expenditures"). • We acquired Dream Hotel Group for $125 million of cash. • We acquired Mr & Mrs Smith for approximately $50 million, net of cash acquired. • We issued $43 million of financing receivables. • We invested $30 million in a convertible debt security. • We transferred $10 million of cash related to advanced deposits to the buyer of the Destination Residential Management business. • We received $93 million of net proceeds from the sale of marketable securities and short-term investments .
Biggest changeCash Flows from Investing Activities 2025 Activity: • We received $1,603 million of proceeds, net of cash disposed, transaction costs, and proration adjustments, from the sale of the Playa Hotels Portfolio. • We received $244 million of net proceeds from the sale of marketable securities and short-term investments . • We received approximately $72 million of proceeds, net of cash disposed and debt assumed by the buyer, from the sale of the shares of the entities that own the Alua Portfolio. • We received $20 million of proceeds related to distributions from certain equity method investments and the redemption of held-to-maturity ("HTM") debt securities. • We received $14 million of proceeds from financing receivables. • We acquired all of the issued and outstanding ordinary shares of Playa Hotels for $1,274 million, net of cash acquired. • We invested $220 million in capital expenditures (see "—Capital Expenditures"). • We invested $45 million in HTM debt securities. • We contributed $37 million to unconsolidated hospitality ventures. • We issued $16 million of financing receivables. 2024 Activity: • We received $723 million of proceeds, net of cash disposed, transaction costs, and proration adjustments, from the sale of Hyatt Regency Orlando and an adjacent undeveloped land parcel. • We received $244 million of proceeds, net of transaction costs and proration adjustments, from the sale of Park Hyatt Zurich. • We received $226 million of proceeds, net of transaction costs and proration adjustments, from the sale of Hyatt Regency San Antonio Riverwalk. • We received $173 million of proceeds, net of cash disposed, transaction costs, and proration adjustments, from the sale of the shares of entities that own Hyatt Regency Aruba Resort Spa and Casino. • We received $62 million of proceeds related to distributions from certain equity method investments and the redemption of HTM debt securities. 81 Table of Contents • We received $51 million of proceeds from financing receivables. • We received $41 million of proceeds, net of cash disposed, from the UVC Transaction. • We received $11 million of proceeds, net of transaction costs and proration adjustments, from the sale of Hyatt Regency O'Hare Chicago. • We received $3 million of proceeds, net of transaction costs and proration adjustments, from the sale of Hyatt Regency Green Bay. • We invested $437 million in net purchases of marketable securities and short-term investments . • We completed the Bahia Principe Transaction for approximately $372 million, net of cash acquired. • We invested $170 million in capital expenditures (see "—Capital Expenditures"). • We acquired 100% of the issued and outstanding equity interests of certain entities collectively doing business as Standard International for $148 million, net of cash acquired. • We issued $136 million of financing receivables. • We acquired the Alua Portfolio for approximately $61 million, net of cash acquired. • We invested $53 million in HTM debt securities. • We contributed $35 million to unconsolidated hospitality ventures. • We acquired the Me and All Hotels brand name for $28 million, inclusive of transaction costs.
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.
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 Adjusted EBITDA.
If a change of control triggering event occurs, as defined in the indenture governing the Senior Notes, we will be required to offer to purchase the Senior Notes at a price equal to 101% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase.
If a change of control triggering event, as defined in the indenture governing the Senior Notes, occurs, we will be required to offer to purchase the Senior Notes at a price equal to 101% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase.
The results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis.
The results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of our analysis.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 16 and Note 18 to our Consolidated Financial Statements." We believe that our cash position, short-term investments, cash from operations, borrowing capacity under our revolving credit facility, and access to the capital markets will be adequate to meet all of our funding requirements and capital deployment objectives in both the short term and long term.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 16 to our Consolidated Financial Statements." We believe that our cash position, short-term investments, cash from operations, borrowing capacity under our revolving credit facility, and access to the capital markets will be adequate to meet all of our funding requirements and capital deployment objectives in both the short term and long term.
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.
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 receivables; and office administrative and related expenses, including rent expenses.
When an indicator of impairment exists, judgment is also required in determining the assumptions and estimates to use within the recoverability analysis and when calculating the fair value of the asset or asset group, if applicable. Changes in economic and operating conditions impacting these estimates and judgments could result in impairments to our long-lived assets in future periods.
When an indicator of impairment exists, judgment is required in determining the assumptions and estimates to use within the recoverability analysis and in calculating the fair value of the asset or asset group, if applicable. Changes in economic and operating conditions impacting these estimates and judgments could result in impairments to our long-lived assets in future periods.
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 the management and franchising segment.
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 our management and franchising segment.
In contrast, changes in average room rates typically have a greater impact on margins and profitability as average room rate changes result in minimal impacts to variable operating costs. Principal Factors Affecting Our Results of Operations Our revenues and expenses are affected by a variety of factors.
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. Principal Factors Affecting Our Results of Operations Our revenues and expenses are affected by a variety of factors.
Changes in the estimates, including the anticipated timing of future point redemptions and an estimate of the breakage for points that will not be redeemed, could result in further material changes to our liability and the amount of revenues we recognize when redemptions occur.
Changes in the estimates, including the anticipated timing of future point redemptions and an estimate of the breakage for loyalty points that will not be redeemed, could result in further material changes to our liability and the amount of revenues we recognize when redemptions occur.
As a part of the UVC Transaction, we agreed to guarantee up to $70 million of our hospitality venture partner's investment upon the occurrence of certain events in the long term.
As part of the UVC Transaction, we agreed to guarantee up to $70 million of our hospitality venture partner's investment upon the occurrence of certain events in the long term.
Distribution revenues also include commission fees related to Mr & Mrs Smith for bookings made directly through platform and through third-party partners. Other revenues.
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.
Percentages may not recompute due to rounding, and percentage changes that are not meaningful are presented as "NM." Constant currency 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").
Percentages may not recompute due to rounding, and percentage changes that are not meaningful are presented as "NM." Constant dollar 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").
The amount of any make-whole payment depends, in part, on the yield of U.S. Treasury securities with a comparable maturity to the Senior Notes at the date of redemption. We are in compliance with all applicable covenants under the indenture governing our Senior Notes at December 31, 2024.
The amount of any make-whole payment depends, in part, on the yield of U.S. Treasury securities with a comparable maturity to the Senior Notes at the date of redemption. We are in compliance with all applicable covenants under the indenture governing our Senior Notes at December 31, 2025.
Adjusted general and administrative expenses assist 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.
Adjusted general and administrative expenses 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 consolidated 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.
Net Package RevPAR is a commonly used performance measure in our industry. Net Package 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 hotel 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.
For example, increases in occupancy at a property 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.
Our contract guests are traveling 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.
Contract guests travel 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.
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.
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 65 Table of Contents gross room revenues, and also at times, as a percentage of food and beverage revenues, with no fees based on profits.
Adjusted General and Administrative Expenses Adjusted general and administrative expenses, as we define it, is a non-GAAP measure. Adjusted general and administrative expenses exclude the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense.
Adjusted General and Administrative Expenses Adjusted general and administrative expenses, as we define it, is a non-GAAP measure. Adjusted general and administrative expenses excludes the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense.
The availability of capital or the conditions under which we or our third-party owners, franchisees, or development partners can obtain capital can have a significant impact on the overall level, cost, and pace of future development and therefore, the ability to grow our revenues. 72 Table of Contents Expenses We primarily incur the following expenses: General and administrative expenses.
The availability of capital or the conditions under which we or our third-party owners, franchisees, or development partners can obtain capital can have a significant impact on the overall level, cost, and pace of future development and therefore, the ability to grow our revenues. Expenses We primarily incur the following expenses: General and administrative expenses.
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 (loss) generated by our business.
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 67 Table of Contents EBITDA should not be considered as a measure of the income or loss generated by our business.
Certain expenses associated with our business, including interest, rent, property taxes, insurance, certain salaries and wages, and utilities costs, 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.
Certain expenses associated with our business, including certain personnel costs, interest, rent, property taxes, insurance, and 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.
Excluding assets recently impaired, changes in the aforementioned assumptions and estimates would not result in a material impairment charge for our remaining goodwill reporting units or indefinite-lived intangible assets. In periods close to an acquisition, we would expect fair value to approximate carrying value and do not consider this to be indicative of an impairment risk, absent other factors.
Excluding assets recently impaired or discussed above, changes in our assumptions and estimates would not result in a material impairment charge for our remaining goodwill reporting units or indefinite-lived intangible assets. In periods close to an acquisition, we expect fair value to approximate carrying value and do not consider this to be indicative of an impairment risk, absent other factors.
Represents revenues derived from the offering of travel products and services through ALG Vacations, including some or all of the following: air transportation, hotel accommodations primarily provided by third-party resorts, travel insurance, ground transportation, car rental reservations, and excursions provided by third parties.
Represents revenues derived from the offering of travel products and services through ALG Vacations, including some or all of the following: air transportation; ground transportation and excursions; hotel accommodations primarily provided by third-party resorts; and travel insurance and car rentals provided by third parties.
In addition, we must pay a fronting fee to the issuer of each letter of credit of 0.10% per annum on the face amount of such letter of credit.
In addition, we must pay a fronting fee to the issuer of each letter of credit of 0.100% per annum on the face amount of such letter of credit.
The revolving credit facility also contains a financial covenant that limits our maximum leverage, consisting of the ratio of Consolidated Adjusted Funded Debt to Consolidated EBITDA, each as defined in the revolving credit facility, to not more than 4.5 to 1. The financial covenant is measured quarterly.
The revolving credit facility also contains a financial covenant that limits our maximum leverage, consisting of the ratio of Consolidated Adjusted Funded Debt to Consolidated EBITDA, each as defined in the revolving credit facility, to not more than 4.5 to 1.
In certain instances, Hyatt has provided funding to owners for the acquisition and development of hotels 65 Table of Contents that Hyatt will manage, franchise, or provide services to in the form of cash, debt repayment or performance guarantees, preferred equity, or mezzanine debt.
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.
Our President and Chief Executive Officer, who is our 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.
Our President and Chief Executive Officer, who is our 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.
During the year ended December 31, 2024, we recognized $213 million of impairment charges related to $163 million of goodwill, $24 million of intangible assets, $21 million of property and equipment, and $5 million of operating lease ROU assets. During the year ended December 31, 2023, we recognized $30 million of impairment charges, primarily related to intangible assets.
During the year ended December 31, 2024, we recognized $213 million of impairment charges related to $163 million of goodwill, $24 million of intangible assets, $21 million of property and equipment, and $5 million of operating lease ROU assets.
Our expertise and experience in each of these areas gives us the flexibility to evaluate growth opportunities across our lines of business.
Our expertise and experience in each of these areas give us the flexibility to evaluate growth opportunities across our lines of business.
Additionally, we agreed to indemnify the unconsolidated hospitality venture, the primary obligor to the foreign taxing authorities, for obligations the entity may incur as a result of pre-existing uncertain tax positions. At December 31, 2024, the indemnification for open tax years had a maximum exposure of $72 million .
Additionally, we agreed to indemnify the unconsolidated hospitality venture, the primary obligor to the foreign taxing authorities, for obligations the entity may incur as a result of pre-existing uncertain tax positions. At December 31, 2025, the indemnification for open tax years had a maximum exposure of $79 million.
Obligations under these contracts are due in the short term and may be renegotiated based on customer demand. 93 Table of Contents Guarantee Commitments We enter into performance guarantees with third-party owners related to certain hotels we manage, which require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels.
Obligations under these contracts are due in the short term and may be renegotiated based on customer demand. Guarantee Commitments We enter into performance guarantees with third-party owners related to certain managed hotels, which require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels.
See "—Results of Operations" for a reconciliation of general and administrative expenses to Adjusted general and administrative expenses. 68 Table of Contents ADR ADR represents hotel room revenues, divided by the total number of rooms sold in a given period.
See "—Results of Operations" for a reconciliation of general and administrative expenses to Adjusted general and administrative expenses. ADR ADR represents hotel room revenues divided by the total number of rooms sold in a given period.
We use judgment to determine whether or not there is an indication that a loss in value has occurred and whether a decline is deemed to be other than temporary, and we consider our knowledge of the hospitality industry, historical experience, location of the underlying venture property, market conditions, and/or venture-specific information available at the time of the assessment.
Determining whether or not there is an indication that a loss in value has occurred and whether a loss is deemed to be other than temporary requires judgment, and we consider our knowledge of the hospitality industry, historical experience, location of the underlying venture property, market conditions, and/or venture-specific information available at the time of our assessment.
"Non-comparable system-wide" or "non-comparable owned and leased" represent all properties that do not meet the respective definition of "comparable" as defined above. Constant Dollar Currency We report the results of our operations both on an as-reported basis, as well as on a constant dollar basis.
"Non-comparable system-wide" or "non-comparable owned and leased" represent all properties, including those that do not meet the above definition of "comparable." Constant Dollar Currency We report the results of our operations both on an as reported basis, as well as on a constant dollar basis.
Recent Transactions Affecting Our Liquidity and Capital Resources During the years ended December 31, 2024 and December 31, 2023, various transactions impacted our liquidity.
Recent Transactions Affecting our Liquidity and Capital Resources During the years ended December 31, 2025 and December 31, 2024, various transactions impacted our liquidity.
We have the option during the term of the revolving credit facility to increase the revolving credit facility by an aggregate amount of up to an additional $500 million provided that, among other things, new and/or existing lenders agree to provide commitments for the increased amount.
We have the option during the term of the revolving credit facility to increase the revolving credit facility by an aggregate amount of up to an additional $1 billion provided that, among other things, new and/or existing lenders agree to provide commitments for the increased amount.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements." Surety and Other Bonds Surety and other bonds issued on our behalf were $268 million at December 31, 2024 and are generally off-balance sheet arrangements.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements." Surety and Other Bonds Surety and other bonds issued on our behalf were $120 million at December 31, 2025 and are generally off-balance sheet arrangements.
Under these performance guarantees, we may be required to fund up to $29 million within the next 12 months and up to $121 million thereafter. Through acquisitions, we acquired certain management and hotel services agreements with performance guarantees based on annual performance levels.
Under these performance guarantees, we may be required to fund up to $34 million within the next 12 months and up to $98 million thereafter. Through acquisitions, we acquired certain management and hotel services agreements with performance guarantees based on annual performance levels.
See also "—Principal Factors Affecting Our Results of Operations—Expenses" and Part I, Item 1A, "Risk Factors—Risks Related to Our Business—We are exposed to the risks resulting from investments in owned and leased real estate, which could increase our costs, reduce our profits, limit our ability to respond to market conditions, or restrict our growth strategy." For the years ended December 31, 2024, December 31, 2023, and December 31, 2022, 75.8%, 76.1%, and 77.4% of our revenues, respectively, were derived from operations in the United States.
See also "—Principal Factors Affecting Our Results of Operations—Expenses" and Part I, Item 1A, "Risk Factors—Risks Related to Our Business—We are exposed to the risks resulting from investments in owned and leased real estate, which could increase our costs, reduce our profits, limit our ability to respond to market conditions, or restrict our growth strategy." For the years ended December 31, 2025 and December 31, 2024, 69.8% and 75.8%, respectively, of our revenues were derived from operations in the United States.
Our management uses Net Package RevPAR to identify trend information with respect to room revenues from comparable properties and to evaluate hotel performance on a geographical and segment basis. Net Package RevPAR is a commonly used performance measure in our industry.
Our management uses RevPAR 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.
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, and when demand rapidly and significantly decreases, as we experienced with the COVID-19 pandemic.
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 and/or when demand rapidly and significantly decreases.
Key Business Metrics Evaluated by Management Revenues 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 .
Key Business Metrics Evaluated by Management Revenues 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, operation of our owned and leased hotel portfolio, and provision of distribution and destination management services .
Net Package ADR measures the average room price attained by a hotel, and Net Package ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels.
Net Package ADR measures the average room price attained by a property, and Net Package ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a property or group of properties.
Outstanding principal amount $450 million senior unsecured notes maturing in 2025—5.375% $ 450 $400 million senior unsecured notes maturing in 2026—4.850% 400 $600 million senior unsecured notes maturing in 2027—5.750% 600 $400 million senior unsecured notes maturing in 2028—4.375% 399 $600 million senior unsecured notes maturing in 2029—5.250% 600 $450 million senior unsecured notes maturing in 2030—5.750% 440 $450 million senior unsecured notes maturing in 2031—5.375% 450 $350 million senior unsecured notes maturing in 2034—5.500% 350 Total Senior Notes $ 3,689 91 Table of Contents In the indenture that governs the Senior Notes, we agreed not to: • create any liens on our principal properties, or on the capital stock or debt of our subsidiaries that own or lease principal properties, to secure debt without also effectively providing that the Senior Notes are secured equally and ratably with such debt for so long as such debt is so secured; or • enter into any sale and leaseback transactions with respect to our principal properties.
Outstanding principal amount $600 million senior unsecured notes maturing in 2027—5.750% $ 600 $400 million senior unsecured notes maturing in 2028—4.375% 399 $500 million senior unsecured notes maturing in 2028—5.050% 500 $600 million senior unsecured notes maturing in 2029—5.250% 600 $450 million senior unsecured notes maturing in 2030—5.750% 440 $450 million senior unsecured notes maturing in 2031—5.375% 450 $500 million senior unsecured notes maturing in 2032—5.750% 500 $350 million senior unsecured notes maturing in 2034—5.500% 350 $400 million senior unsecured notes maturing in 2035—5.400% 400 Total Senior Notes $ 4,239 In the indenture that governs the Senior Notes, we agreed not to: • create any liens on our principal properties, or on the capital stock or debt of our subsidiaries that own or lease principal properties, to secure debt without also effectively providing that the Senior Notes are secured equally and ratably with such debt for so long as such debt is so secured; or • enter into any sale and leaseback transactions with respect to our principal properties.
"Comparable owned and leased" represents all properties we own or lease 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.
"Comparable owned and leased" represents owned or leased 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.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements." Critical Accounting Policies and Estimates Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures in our consolidated financial statements and accompanying notes.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements." 86 Table of Contents Critical Accounting Policies and Estimates Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures in our consolidated financial statements and accompanying footnotes (the "Notes").
ADR measures the average room price attained by a hotel, and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels.
ADR measures the average room price attained by a property, and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a property or group of properties.
At December 31, 2024 and December 31, 2023, 65.3% and 73.9% of our long-lived assets, respectively, were located in the United States. We report our consolidated operations in U.S. dollars. Amounts are reported in millions, unless otherwise noted.
At December 31, 2025 and December 31, 2024, 66.7% and 65.3%, respectively, of our long-lived assets were located in the United States. We report our consolidated operations in U.S. dollars. Amounts are reported in millions, unless otherwise noted.
We use judgment to determine whether indicators of impairment exist and consider our knowledge of the hospitality industry, historical experience, location of the property, market conditions, and/or property-specific information available at the time of the assessment.
Determining whether indicators of impairment exist requires judgment, and we consider our knowledge of the hospitality industry, historical experience, location of the property, market conditions, and/or property-specific information available at the time of our assessment.
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 EBITDA based on our ownership percentage of each owned and leased venture, adjusted to exclude the following items: • management and hotel services agreement and franchise agreement assets ("key money assets") amortization and performance cure payments, which constitute payments to customers ("Contra revenue"); • revenues for reimbursed costs; • stock-based compensation expense; • transaction and integration costs; • depreciation and amortization; • reimbursed costs that we intend to recover over the long term; • equity earnings (losses) from unconsolidated hospitality ventures; • interest expense; • gains (losses) on sales of real estate and other; • asset impairments; • other income (loss), net; and • benefit (provision) for income taxes. 67 Table of Contents We calculate consolidated Adjusted EBITDA by adding the Adjusted EBITDA of each of our reportable segments and eliminations to unallocated overhead expenses.
We define 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 EBITDA, primarily based on our ownership percentage of each owned and leased venture, adjusted to exclude the following items: • payments to customers ("contra revenue"), including performance cure payments and amortization of management and hotel services agreement and franchise agreement assets ("key money assets"); • revenues for reimbursed costs; • reimbursed costs that we intend to recover over the long term; • stock-based compensation expense; • transaction and integration costs; 66 Table of Contents • depreciation and amortization; • equity earnings (losses) from unconsolidated hospitality ventures; • interest expense; • gains (losses) on sales of real estate and other; • asset impairments; • other income (loss), net; and • benefit (provision) for income taxes.
The increase in comparable owned and leased expenses during the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily due to increased variable expenses at certain hotels, most notably payroll and related costs.
Comparable owned and leased expenses increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to increased variable expenses at certain hotels, most notably payroll and related costs.
Revenues for reimbursed costs increased during the years ended December 31, 2024 and December 31, 2023, compared to the same period in the prior years, 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.
Revenues for reimbursed costs increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, 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.
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 over the terms of the respective contracts.
We exclude revenues for reimbursed costs and reimbursed costs which relate to the reimbursement of payroll costs and 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 long term.
Revenues are principally affected by consumer demand, which is closely linked to economic conditions and is sensitive to business and personal discretionary spending levels.
Revenues are primarily affected by consumer demand, which is closely linked to global and regional economic conditions and is sensitive to business and personal discretionary spending levels.
Our debt repayment guarantee commitments include $39 million that expire within the next 12 months and $115 million that expire thereafter. C ertain of the underlying debt agreements have extension periods which are not reflected in the aforementioned figures.
Our debt repayment guarantee commitments include $43 million that expire within the next 12 months and $80 million that expire thereafter. C ertain of the underlying debt agreements have extension periods which are not reflected in these figures.
Our group guests are traveling for group events that reserve a minimum of 10 rooms for meetings or social functions sponsored by associations, corporate, social, military, educational, religious, or other organizations. Group business usually includes a block of room accommodations as well as other ancillary services, such as catering and banquet services.
Group guests travel for group events that reserve a minimum of 10 rooms for meetings or social functions sponsored by corporations, associations, 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 short-term and long-term debt obligations are discussed above and in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements," and our short-term and long-term finance and operating lease obligations are discussed in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 8 to our Consolidated Financial Statements." Our commitments under contingent consideration arrangements are primarily anticipated to be paid in the long term based on the expected timing of achieving the contractual objectives and are discussed in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 7 and Note 15 to our Consolidated Financial Statements." Purchase obligations at December 31, 2024 were $14 million, which are due in the short term and primarily consist of construction and renovation commitments at certain owned hotels.
Our short-term and long-term debt obligations are discussed above and in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements," and our short-term and long-term lease obligations are discussed in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 8 to our Consolidated Financial Statements." Our commitments under contingent consideration arrangements are primarily anticipated to be paid in the long term based on the expected timing of achieving the contractual objectives and are discussed in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 7 and Note 15 to our Consolidated Financial Statements." Purchase obligations at December 31, 2025 were $6 million, which are primarily due in the short term.
Represents revenues derived from management fees earned from managed hotels and residential units, usually under long-term management and hotel services agreements; franchise fees received in connection with the franchising of our brands, usually under long-term franchise agreements; 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; and termination fees.
Represents revenues derived from management fees earned from managed hotels and residential units; franchise fees received in connection with the franchising of our brands; 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.
These reimbursed costs relate primarily to payroll at managed properties where we are the employer, as well as costs associated with system-wide services and the loyalty program operated on behalf of owners. Intersegment eliminations.
Represents revenues for the reimbursement of costs incurred on behalf of third-party owners and franchisees. These reimbursed costs relate primarily to payroll at managed properties where we are the employer, as well as costs associated with system-wide services and the loyalty program operated on behalf of owners. Intersegment eliminations.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements." Other Indebtedness and Future Debt Maturities Excluding $3,689 million of Senior Notes, all other third-party indebtedness was $93 million, net of $27 million of unamortized discounts and deferred financing fees, at December 31, 2024.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements." Other Indebtedness and Future Debt Maturities Excluding $4,239 million of Senior Notes, all other third-party indebtedness was $39 million, net of $34 million of unamortized discounts and deferred financing fees, at December 31, 2025.
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 results from other companies within our industry.
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 as well as our industry and competitors.
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 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. 68 Table of Contents Net Package Revenue Per Available Room ("RevPAR") Net Package RevPAR is the product of the Net Package ADR and the average daily occupancy percentage.
Changes to the significant assumptions or factors used to determine fair value, in particular, assumptions related to the selection of probability weighting, discount rates, probabilities of achieving the contractual objectives, operating results, and/or timing of payments, could affect the fair value measurement upon sale.
Changes to the significant inputs used to determine fair value or expected value, including the selection of probability weighting, discount rates, volatility, probabilities of achieving the contractual objectives, operating results, and/or timing of payments, could affect the measurement upon sale.
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 promotional 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.
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 free night award redemption revenues and expenses related to our co-branded credit card programs at owned and leased hotels, all of which are eliminated in consolidation. Competition. The hospitality industry is highly competitive.
The following table provides a summary of our debt-to-capital ratios: December 31, 2024 December 31, 2023 Consolidated debt (1) $ 3,782 $ 3,056 Stockholders' equity 3,547 3,564 Total capital 7,329 6,620 Total debt-to-total capital 51.6 % 46.2 % Consolidated debt (1) 3,782 3,056 Less: cash and cash equivalents and short-term investments (2) (1,383) (896) Net consolidated debt $ 2,399 $ 2,160 Net debt-to-total capital 32.7 % 32.6 % (1) Excludes approximately $370 million and $548 million of our share of unconsolidated hospitality venture indebtedness at December 31, 2024 and December 31, 2023, respectively, substantially all of which is non-recourse to us and a portion of which we guarantee pursuant to separate agreements.
The following table provides a summary of our debt-to-total capital ratios: December 31, 2025 December 31, 2024 Total debt (1) $ 4,278 $ 3,782 Stockholders' equity 3,334 3,547 Total capital 7,612 7,329 Total debt-to-total capital 56.2 % 51.6 % Total debt (1) 4,278 3,782 Less: cash and cash equivalents and short-term investments (2) (813) (1,383) Net debt $ 3,465 $ 2,399 Net debt-to-total capital 45.5 % 32.7 % (1) Excludes approximately $416 million and $370 million of our share of unconsolidated hospitality venture indebtedness at December 31, 2025 and December 31, 2024, respectively, substantially all of which is non-recourse to us and a portion of which we guarantee pursuant to separate agreements.
These primarily relate to our insurance programs, litigation, customer deposits associated with ALG Vacations, taxes, licenses, liens, and utilities for our lodging operations.
These primarily relate to our insurance programs, customer deposits associated with ALG Vacations, taxes, licenses, liens, and utilities for certain managed and franchised hotels.
In addition, the compensation committee of our board of directors determines the annual variable compensation for certain members of our management based in part on consolidated Adjusted EBITDA, segment Adjusted EBITDA, or some combination of both.
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.
(2) Includes $49 million, $62 million, and $58 million of intersegment revenues for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively.
(2) Includes $51 million and $49 million of intersegment revenues for the years ended December 31, 2025 and December 31, 2024, respectively.
At December 31, 2024, we had $1,497 million of borrowing capacity available under our revolving credit facility, net of outstanding undrawn letters of credit.
At December 31, 2025, we had $3 million outstanding undrawn letters of credit issued under our revolving credit facility, and reduced availability thereunder. At December 31, 2025, we had $1,497 million of borrowing capacity available under our revolving credit facility, net of outstanding undrawn letters of credit.
Revolving Credit Facility On May 18, 2022, we entered into a credit agreement with a syndicate of lenders that provides for a $1.5 billion senior unsecured revolving credit facility (the "revolving credit facility") that matures in May 2027. The credit agreement refinanced and replaced in its entirety our Second Amended and Restated Credit Agreement dated January 6, 2014, as amended.
Revolving Credit Facility On October 30, 2025, we entered into a credit agreement with a syndicate of lenders that provides for a $1.5 billion senior unsecured revolving credit facility (the "revolving credit facility") that matures in October 2030. The credit agreement refinanced and replaced in its entirety our credit agreement dated May 18, 2022 (the "prior revolving credit facility").
With respect to certain of these guarantees, we have reimbursement agreements with our unconsolidated hospitality venture partners or the respective third-party owners or franchisees that reduce our maximum potential future payments and are not reflected above.
With respect to certain of these guarantees, we have reimbursement agreements with our unconsolidated hospitality venture partners or the respective third-party owners or franchisees that reduce our maximum potential future payments and are not reflected above. In addition, we provide indemnifications as a result of certain dispositions for liabilities incurred prior to sale.
The increase in franchise and other fees during the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily driven by franchise fees in the Americas and Europe due to increased demand and portfolio growth, management and royalty fees related to the management of and licensing of certain of our brands to the Unlimited Vacation Club paid membership program following the UVC Transaction, and increased license fees related to our co-branded credit card programs.
Franchise and other fees increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by license fees related to our co-branded credit card programs, management and royalty fees related to the management of and licensing of certain of our brands to the Unlimited Vacation Club paid membership program following the UVC Transaction, and franchise fees due to portfolio growth, partially offset by franchise fees recognized in 2024 related to properties that were acquired in the Playa Hotels Acquisition.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 4 and Note 15 to our Consolidated Financial Statements" for additional information. Interest expense.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 21 to our Consolidated Financial Statements" for additional information. Provision for income taxes .
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 9 to our Consolidated Financial Statements." Property and Equipment, Operating Lease ROU Assets, and Definite-Lived Intangible Assets We evaluate property and equipment, operating lease ROU assets, and definite-lived intangible assets for impairment quarterly, and when events or circumstances indicate the carrying value may not be recoverable, we evaluate the net book value of the assets by comparing it to the projected undiscounted cash flows of the assets.
Property and Equipment, Operating Lease ROU Assets, and Definite-Lived Intangible Assets We evaluate long-lived assets for impairment quarterly, and when events or circumstances indicate the carrying value may not be recoverable, we evaluate the net book value of the assets by comparing it to the projected undiscounted cash flows of the assets.
Revenues from the majority of our hotel operations depend heavily on demand from group and transient travelers. Revenues from room rentals and ancillary revenues are primarily derived from three categories of customers: transient, group, and contract. Transient guests are individual travelers who are traveling for business or leisure.
Revenues from room rentals and ancillary services are primarily derived from three categories of customers: transient, group, and contract. Transient guests are individual travelers who are traveling for business or leisure.
The hospitality industry is a capital-intensive business requiring significant capital expenditures to develop, operate, maintain, and renovate properties. Third-party owners and franchisees are required to fund capital expenditures for the properties they own in accordance with the terms of the applicable management and hotel services agreement or franchise agreement.
Third-party owners and franchisees are required to fund capital expenditures for the properties they own in accordance with the terms of the applicable management and hotel services agreement or franchise agreement.
We believe we have good relationships with our third-party owners, franchisees, and developers in all of our segments and are committed to the continued growth and development of these relationships. These relationships exist with a diverse group of third-party owners, franchisees, and developers and are not heavily concentrated with any particular third party. Access to capital .
We believe we have good relationships with our third-party owners, franchisees, and developers in all of our segments and are committed to the continued growth and development of these relationships.
Represents expenses related to direct costs associated with our co-branded credit card programs as well as the paid membership program prior to the UVC Transaction and the Destination Residential Management business, which was sold during the year ended December 31, 2023. Transaction and integration costs.
Represents expenses related to direct costs associated with our co-branded credit card programs prior to the integration into the loyalty program as discussed above, the paid membership program prior to the UVC Transaction as defined in "—Other Items" below, and the Destination Residential Management business, prior to its sale during the year ended December 31, 2023. Transaction and integration costs.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAt December 31, 2023, we did not hold any interest rate swap contracts. 97 Table of Contents The following table sets forth the contractual maturities and the total fair values at December 31, 2024 for our financial instruments materially affected by interest rate risk: Maturities by Period 2025 2026 2027 2028 2029 Thereafter Total carrying amount (1) Total fair value (1) Fixed-rate debt $ 450 $ 400 $ 600 $ 399 $ 600 $ 1,240 $ 3,689 $ 3,695 Average interest rate (2) 5.31 % Floating-rate debt $ 4 $ 5 $ 5 $ 6 $ 51 $ 45 $ 116 $ 118 Average interest rate (2) 4.85 % (1) Excludes $4 million of finance lease obligations and $27 million of unamortized discounts and deferred financing fees.
Biggest changeSee Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 7 to our Consolidated Financial Statements." The following table sets forth the contractual maturities and the total fair values at December 31, 2025 for our financial instruments materially affected by interest rate risk: Maturities by Period 2026 2027 2028 2029 2030 Thereafter Total carrying amount (1) Total fair value (1) Fixed-rate debt $ — $ 600 $ 899 $ 600 $ 440 $ 1,700 $ 4,239 $ 4,349 Average interest rate (2) 5.37 % Floating-rate debt $ 4 $ 4 $ 4 $ 54 $ 4 $ — $ 70 $ 71 Average interest rate (2) 3.16 % (1) Excludes $3 million of finance lease obligations and $34 million of unamortized discounts and deferred financing fees.
We intend to offset the gains and losses related to our third-party debt and intercompany transactions with gains or losses on our foreign currency forward contracts such that there is a negligible effect on our annual net income.
We intend to offset the gains and losses related to our third-party debt and intercompany transactions with gains or losses on our foreign currency forward contracts such that there is a negligible effect on our annual net income (loss).
We offset the gains and losses on our foreign currency forward contracts with gains and losses related to our intercompany loans and transactions, such that there is a negligible effect on our net income.
We offset the gains and losses on our foreign currency forward contracts with gains and losses related to our intercompany loans and transactions, such that there is a negligible effect on our net income (loss).
We enter into derivative financial arrangements to the extent they meet the objectives described above, and we do not use derivatives for trading or speculative purposes. At December 31, 2024, we were a party to hedging transactions, including the use of derivative financial instruments.
We enter into derivative financial arrangements to the extent they meet the objectives described above, and we do not use derivatives for trading or speculative purposes. At December 31, 2025, we were a party to hedging transactions, including the use of derivative financial instruments.
We enter into interest rate derivative transactions from time to time, including interest rate swaps and interest rate locks, in order to maintain a level of exposure to interest rate variability that we deem acceptable. At December 31, 2024 and December 31, 2023, we did not hold any interest rate lock contracts.
We enter into interest rate derivative transactions from time to time, including interest rate swaps and interest rate locks, in order to maintain a level of exposure to interest rate variability that we deem acceptable. At December 31, 2025 and December 31, 2024, we did not hold any interest rate lock contracts.
In certain situations, we seek to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into financial arrangements to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged.
We may seek to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into financial arrangements to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged.
At December 31, 2024, a hypothetical 10% change in foreign currency exchange rates would result in an immaterial change in the fair value of the hedging instruments.
At December 31, 2025, a hypothetical 10% change in foreign currency exchange rates would result in an immaterial change in the fair value of the hedging instruments.
The U.S. dollar equivalents of the notional amount of the outstanding forward contracts, which relate to intercompany transactions, with terms of less than one year were $129 million and $142 million at December 31, 2024 and December 31, 2023, respectively.
The U.S. dollar equivalents of the notional amount of the outstanding forward contracts, which relate to intercompany transactions, with terms of less than one year were $114 million and $129 million at December 31, 2025 and December 31, 2024, respectively.
During the years ended December 31, 2024, December 31, 2023, and December 31, 2022, the effects of these derivative instruments resulted in $3 million of net gains, $6 million of net losses, and $18 million of net gains, respectively, recognized in other income (loss), net on our consolidated statements of income.
During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, the effects of these derivative instruments resulted in $10 million of net losses, $3 million of net gains, and $6 million of net losses, respectively, recognized in other income (loss), net on our consolidated statements of income (loss).
(2) Average interest rate at December 31, 2024. Foreign Currency Exposures and Exchange Rate Instruments We transact business in various foreign currencies and utilize foreign currency forward contracts to offset our exposure associated with the fluctuations of certain foreign currencies.
(2) Average interest rate at December 31, 2025. 89 Table of Contents Foreign Currency Exposures and Exchange Rate Instruments We transact business in various foreign currencies and utilize foreign currency forward contracts to offset our exposure associated with the fluctuations of certain foreign currencies.
At December 31, 2024, we had $8 million of assets recorded in prepaids and other assets, and at December 31, 2023, we had $1 million of liabilities recorded in accrued expenses and other current liabilities on our consolidated balance sheets related to derivative instruments.
At December 31, 2025, we had an insignificant amount recorded in accrued expenses and other current liabilities on our consolidated balance sheet related to derivative instruments and at December 31, 2024, we had $8 million of assets recorded in prepaids and other assets on our consolidated balance sheet related to derivative instruments.
At December 31, 2024, we had $1 million of derivative liabilities recorded in accrued expenses and other current liabilities on our consolidated balance sheet related to these swaps.
During the year ended December 31, 2024, we assumed €38 million of interest rate swaps in conjunction with the acquisition of the Alua Portfolio and recorded an insignificant amount in accrued expenses and other current liabilities on our consolidated balance sheet.
Removed
At December 31, 2024, we held €38 million of interest rate swap contracts not designated as hedging instruments, each of which expires in 2029 and has a fixed rate of 2.97%. The objective of the derivatives is to mitigate our exposure to changes in the Euro Interbank Offered Rate ("EURIBOR").
Added
During the year ended December 31, 2025, the interest rate swaps were assumed by the buyer in conjunction with the sale of the shares of the entities that own the Alua Portfolio.

Other H 10-K year-over-year comparisons