Hyatt Hotels Corp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions of dollars, unless otherwise indicated)

1. ORGANIZATION

Hyatt Hotels Corporation, a Delaware corporation, and its consolidated subsidiaries have offerings that consist 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. We also offer distribution and destination management services through ALG Vacations and distribution services through Mr & Mrs Smith, a boutique and luxury global travel platform. At December 31, 2025, our hotel portfolio included 1,528 hotels (372,763 rooms) throughout the world, of which 736 hotels (169,288 rooms) are located in the United States and 156 are all-inclusive resorts (58,513 rooms). At December 31, 2025, our portfolio of properties operated in 83 countries around the world. Additionally, we provide certain reservation and/or loyalty program services to hotels that are unaffiliated with our hotel portfolio and operate under other trade names or marks owned by such hotels or licensed by third parties.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation—Our consolidated financial statements present the results of operations, financial position, and cash flows of Hyatt Hotels Corporation and its majority owned and controlled subsidiaries as well as entities consolidated under the variable interest entity ("VIE") model. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates—We are required to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying Notes. Our estimates and assumptions are subject to inherent risk and uncertainty, and actual results could differ materially from our estimated amounts.

Reclassifications—Certain prior year amounts have been reclassified to conform to the current year presentation.

Revenue Recognition—Our revenues are primarily derived from products and services provided to our customers and are generally recognized when control of the product or service has transferred to the customer. Our customers primarily include third-party owners and franchisees, the unconsolidated hospitality venture that owns the Unlimited Vacation Club business, guests at owned and leased hotels, customers using our distribution and destination management services through ALG Vacations and distribution services through Mr & Mrs Smith, a third-party partner associated with our co-branded credit card programs, and owners and guests of residential and vacation units. Our revenue streams include:

•Gross fees—Gross fees include base management fees, incentive management fees, and franchise and other fees. Base management fees are generally calculated as a percentage of gross revenues, and incentive management fees are generally computed based on a hotel profitability measure. Management fees include fees earned for providing access to our intellectual property ("IP"). Franchise and other fees consist of (i) initial application fees from franchisees and ongoing royalty fees computed as a percentage of gross room revenues and as applicable, food and beverage revenues, (ii) design services fees, (iii) termination fees, (iv) license fees associated with the licensing of the Hyatt brand names through our co-branded credit card programs and with sales of our branded residential units, (v) management and royalty fees related to the management and licensing of certain of our brands to the Unlimited Vacation Club following the UVC Transaction, and (vi) fees from hotel services provided to certain all-inclusive resorts.

•Net fees—Net fees represent gross fees reduced by payments to customers, including performance cure payments and amortization of key money assets. Consideration provided to customers related to key money assets is recorded in other assets and amortized to contra revenue over the expected customer life, which is typically the initial term of the management and hotel services agreement or franchise agreement.

•Owned and leased revenues—Owned and leased revenues are derived from room rentals and services provided at owned and leased hotels. We present revenues net of sales, occupancy, and other taxes. Taxes collected on behalf of, and remitted to, governmental taxing authorities are excluded from the transaction price of the underlying products and services.

•Distribution revenues—Distribution revenues include revenues from the sale of vacation packages, experiences, and charter flights through ALG Vacations, destination services and excursions offered through Amstar, and commission fees related to Mr & Mrs Smith for bookings made directly through the platform and through third-party partners.

•Other revenues—Other revenues include revenues related to the redemption of free night awards through our co-branded credit programs prior to the integration into the loyalty program during the year ended December 31, 2025 as

F- 12 discussed below, the paid membership program prior to the UVC Transaction (see Note 4), and the Destination Residential Management business, prior to its sale during the year ended December 31, 2023 (see Note 7).

•Revenues for reimbursed costs—Revenues for reimbursed costs represent 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.

The products and services we offer to our customers are comprised of the following performance obligations:

Management and hotel services agreements and franchise agreements

•Access to Hyatt's IP, including the Hyatt brand names—We receive sales-based fees from property owners and the Unlimited Vacation Club business in exchange for providing access to our IP, including Hyatt brand names and/or systems. These fees are generally payable monthly as third-party owners, franchisees, and certain unconsolidated hospitality ventures derive value from access to our IP. Fees are recognized over time as services are rendered. Under our franchise agreements, we also receive initial application fees from franchisees, which do not represent a distinct performance obligation. These fees are deferred and recognized in franchise and other fees on our consolidated statements of income (loss) over the expected customer life, which is typically the initial term of the franchise agreement.

•Management and hotel services agreement services—Under our management and hotel services agreements, we provide management and hotel services, which form a single performance obligation that qualifies as a series. In exchange, we receive variable consideration in the form of base and/or incentive management fees. Base management fees are generally due and payable monthly, and revenues are recognized over time as services are rendered. Incentive management fees are typically subject to achieving specified profitability targets, and revenues are recognized over time to the extent it is probable that a significant reversal will not occur in a subsequent period. Determining the amount of incentive management fee to recognize requires judgment and is based on internal forecasts and historical performance trends. Incentive management fees are due and payable based on the terms of the agreement, but at a minimum, incentive fees are billed and collected annually.

Under certain management agreements, primarily in the U.S., we are the employer of hotel employees and are reimbursed for employee-related costs with no added margin. These reimbursements are recognized over time as services are rendered in revenues for reimbursed costs on our consolidated statements of income (loss). In arrangements where we are the employer, we have discretion over how employee management services are provided, and therefore, we are the principal.

•Design services—We provide certain hotel design and construction review services to third-party owners and franchisees, generally prior to a hotel's opening or during renovation or redevelopment. Design services fees are deferred and recognized over time in franchise and other fees using the percentage-of-completion method based on the achievement of design and/or renovation or construction milestones.

•System-wide services—We provide system-wide services on behalf of owners of managed and franchised properties. The promise to provide these services is not a distinct performance obligation as it is attendant to the access to our IP, and therefore is combined with the access to our IP to form a single performance obligation.

We account for system-wide services under a fund model whereby third-party owners and franchisees are invoiced a system-wide assessment fee monthly. We recognize revenues over time as services are provided in revenues for reimbursed costs on our consolidated statements of income (loss). We have discretion over how we spend program funds, and therefore, we are the principal. Expenses related to these system-wide services are recognized as incurred in reimbursed costs on our consolidated statements of income (loss). Over the long term, we intend to manage these programs to break-even and intend to not generate a profit or bear a loss on these services. However, differences in the timing of revenues and expenses recognized will impact our net income (loss).

Room rentals and other services provided at owned and leased hotels

We provide room rentals and other services to our guests, including food and beverage, spa, laundry, and parking. These products and services each represent individual performance obligations, for which we receive fixed amounts based on published rates or negotiated contracts. Payment is due in full at the time the services are rendered or the goods are provided. If a guest enters into a package including multiple goods or services, the fixed price is allocated to each distinct good or service based on the standalone selling price for each item. Revenues are recognized over time as control of the

F- 13 good or service transfers to the customer. Room rental revenues are recognized daily as the guest occupies the room, and revenues for other products and services are recognized when the product or service is provided to the guest.

We may enter into arrangements with online travel agencies, trade associations, and other entities that require payment to third parties in the form of a commission or rebate based on the revenues generated through that channel. Revenues are recognized gross or net of rebates and commissions, depending on the terms of each contract. Revenues described above are recognized in owned and leased revenues on our consolidated statements of income (loss).

Global travel platform bookings

Through Mr & Mrs Smith, we offer direct booking access primarily to properties that are unaffiliated with our hotel portfolio and operate under other trade names or marks owned by such hotels or licensed by third parties. Mr & Mrs Smith also has arrangements with third-party partners that market hotel offerings through their respective booking channels. In exchange for these bookings, we receive variable consideration representing a commission fee from hotel owners, which is based on the total transaction value of the associated booking. Commission fee revenues are recognized at the time of the guest's stay in distribution revenues on our consolidated statements of income (loss). Certain bookings require prepayment for travel prior to stay. These deposits are deferred until the stay occurs, at which point revenues are recognized in distribution revenues, net of amounts paid to hotel owners or third-party partners.

Distribution and destination management

ALG Vacations offers leisure travel products and services on an individual and package basis, primarily to destinations in Mexico and the Caribbean. These products and services include air transportation, hotel accommodations, travel insurance, car rentals, and ground transportation. Revenues associated with these products and services are recognized in distribution revenues on our consolidated statements of income (loss). We are responsible for providing chartered air transportation through ALG Vacations and ground transportation and excursions through Amstar, and therefore, we are the principal. Revenues are recognized at the time of departure and return. We have certain arrangements in which third-party suppliers are responsible for providing the goods and services, including commercial air transportation, hotel accommodations, travel insurance, car rental reservations, and excursions, and therefore, we are the agent. Revenues are recognized net of the related payments or costs as follows: for commercial air transportation and travel insurance, at the time of booking; for hotel accommodations, as the guest occupies the room; for car rentals, as the customer uses the rental car; and for excursions, on the excursion date.

We receive fixed and variable consideration from these arrangements, which is allocated between the performance obligations based on their relative standalone selling prices. The standalone selling prices are generally determined using a cost plus margin approach or observable transaction prices. Customers pay for travel prior to trip departure, and these deposits are deferred until the transfer of control of the related performance obligation occurs, at which point the related revenues are recognized.

We also earn commissions through global distribution systems related to certain airline, hotel, and car rental bookings that provide the computer systems through which travel supplier inventory is made available and reservations are booked. Revenues are recognized in distribution revenues on our consolidated statements of income (loss) at the time of booking. In addition, we provide advertising services to travel suppliers through various channels. Revenues from advertising are recognized in distribution revenues on our consolidated statements of income (loss) as services are provided.

Loyalty and co-branded credit card programs

Under our management and hotel services agreements and franchise agreements, we administer the World of Hyatt loyalty program for the benefit of participating properties. Loyalty 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. Loyalty program points can be redeemed for the right to stay at participating properties, as well as for other goods and services from third parties. Points earned by loyalty program members represent a material right to free or discounted goods or services in the future.

With the exception of our co-branded credit card agreement discussed below, the loyalty program has a single performance obligation consisting of marketing and managing the program and arranging for award redemptions by members. These two promises are not distinct because the promise to market and manage the program does not benefit the customer without the related arrangement for award redemptions. The costs of administering the loyalty program are charged to the properties through an assessment fee based on members' qualified expenditures. The assessment fee is billed and collected monthly, and revenues received by the program are deferred until a member redeems points. We are

F- 14 responsible for arranging for the redemption of free night awards, but we do not directly fulfill the free night obligation at managed and franchised properties, and therefore, we are the agent. We recognize revenues for reimbursed costs on our consolidated statements of income (loss), net of redemption expense paid to managed and franchised hotels. We are the principal with respect to owned and leased hotels. A portion of our owned and leased revenues is deferred upon initial stay as points are earned by program members at owned or leased hotels, and revenues are recognized upon redemption at owned or leased hotels.

Revenues recognized each period are based on the number of loyalty points redeemed and the revenue per point, including estimated breakage. We engage third-party actuaries to assist us in estimating the ultimate redemption ratios used in the breakage calculations and the amount of revenues recognized upon redemption. Changes to the expected ultimate redemption assumptions are reflected in the current period. Any revenues in excess of the anticipated future redemptions are used for the payment of operating costs, which are expensed as incurred and recognized in reimbursed costs on our consolidated statements of income (loss).

During the fourth quarter of 2025, we amended our co-branded credit card agreement with a third-party, and as of the effective date of the amendment, the co-branded credit card programs were integrated into our loyalty program. Under our co-branded credit card agreement, we have performance obligations to grant a license to the Hyatt name, arrange for the redemption of loyalty points issued to cardholders, and award cardholders with free room nights upon achievement of certain program milestones. The loyalty points and free night awards represent material rights that can be redeemed for free or discounted services in the future.

Under the co-branded credit card agreement, we receive fixed and variable consideration, which is allocated between the performance obligations based on their relative standalone selling prices. We may receive prepayments from our third-party partner for certain future services, which are deferred and recognized as revenues as the services are provided. Judgment is involved in determining the relative standalone selling prices. To estimate revenues allocated to each performance obligation, we use discounted cash flow models. We use a relief from royalty method to determine the revenues allocated to the license, and the revenues are recognized over time as the licensee derives value from access to our brand name in franchise and other fees on our consolidated statements of income (loss). In order to estimate the revenues allocated to loyalty points and free night awards, we use a cost plus margin approach. The standalone selling prices are determined using assumptions and judgments, including projected cardholder activity, royalty rates, discount rates, margin, and estimated breakage for loyalty points and free night awards. Revenues allocated to loyalty points and free night awards are deferred and recognized as revenues upon redemption or expiration, net of redemption expense when we are the agent. We are responsible for arranging for the redemption of free night awards, but we do not directly fulfill the free night obligation except at owned and leased hotels. Therefore, we are the agent for managed and franchised hotels, and we are the principal with respect to owned and leased hotels. The costs of managing the co-branded credit card programs are recognized as operating costs of our loyalty program in reimbursed costs on our consolidated statements of income (loss).

Prior to the integration, certain amounts related to our co-branded credit card programs were recognized in other revenues, other direct costs, and general and administrative expenses on our consolidated statements of income (loss). Following the integration into the loyalty program, these amounts are recognized in revenues for reimbursed costs and reimbursed costs on our consolidated statements of income (loss). License fee revenues continue to be recognized within franchise and other fees.

Methodology, Practical Expedients, and Exemptions

We satisfy the following performance obligations over time: access to our IP, services provided under management and hotel services agreements, administration of the loyalty program, and the license of our brand name through our co-branded credit card agreements. Each of these performance obligations is considered a sales-based royalty or a series of distinct services, and although the activities to fulfill each of these promises may vary from day to day, the nature of each promise is the same and the customer benefits from the services every day.

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For each performance obligation satisfied over time, we recognize revenues using an output method based on the value transferred to the customer. Revenues are recognized based on the transaction price and the observable outputs related to each performance obligation. We deem the following to represent our progress in satisfying these performance obligations:

•revenues and operating profits earned by the hotels and certain unconsolidated hospitality ventures during the reporting period for access to Hyatt's IP as it is indicative of the value third-party owners, franchisees, and the Unlimited Vacation Club business derive;

•achievement of design and/or renovation or construction milestones for hotel design and construction review services;

•revenues and operating profits of the hotels and certain unconsolidated hospitality ventures for the promise to provide services to the hotels and Unlimited Vacation Club business under management and hotel services agreements;

•award night redemptions or point redemptions with strategic loyalty alliance partners for the administration of the loyalty program performance obligation; and

•cardholder spend for the license to the Hyatt name through our co-branded credit card programs as it is indicative of the value our partner derives from the use of our name.

Within our management and hotel services agreements, we havetwo performance obligations: providing access to our IP and providing management and hotel services. Both obligations represent services that are satisfied over time, and we recognize revenues using an output method based on hotel performance. Therefore, we have not allocated the transaction price between thesetwo performance obligations as the allocation would result in the same pattern of revenue recognition.

Revenues are adjusted for the effects of a significant financing component when the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year.

We have applied the practical expedient that permits the omission of prior-period information about revenues allocated to future performance obligations, and we do not estimate revenues allocated to remaining performance obligations for the following:

•deferred revenue related to the loyalty program, base management fees, and incentive management fees as the revenues are allocated to a wholly unperformed performance obligation in a series;

•revenues related to royalty fees as they are considered sales-based royalty fees;

•revenues received for free night awards granted through our co-branded credit card programs as the awards have an original duration of 12 months;

•revenues related to advanced bookings at owned and leased hotels as each stay has a duration of 12 months or less; and

•revenues related to ALG Vacations and Mr & Mrs Smith distribution services as bookings are generally for travel within 12 months or less.

Contract Balances—Our payments from customers are based on the billing terms established in our contracts. Customer billings are recorded as accounts receivable when our right to consideration is unconditional. If our right to consideration is conditional on future performance under the contract, the balance is recorded as a contract asset in receivables, net on our consolidated balance sheets. Due to profitability hurdles in certain management and hotel services agreements, incentive management fees are considered contract assets until the risk related to achieving the profitability metric no longer exists. When the profitability hurdle is met, the incentive management fee receivable is recorded in accounts receivable in receivables, net on our consolidated balance sheets. Payments received in advance of performance under the contract are recorded as current or long-term contract liabilities on our consolidated balance sheets and recognized as revenues as we perform under the contract.

Foreign Currency—The functional currency of our consolidated entities located outside the U.S. is generally the local currency. Assets and liabilities of these entities are translated into U.S. dollars at period-end exchange rates, and the related gains and losses, net of applicable deferred income taxes, are recorded in accumulated other comprehensive income (loss) on

F- 16 our consolidated balance sheets. Gains and losses from foreign currency transactions, including those related to intercompany receivables and payables, are recognized in other income (loss), net on our consolidated statements of income (loss).

Fair Value—We apply the provisions of fair value measurement to various financial instruments, which we measure at fair value on a recurring basis, and to various financial and nonfinancial assets and liabilities, which we measure at fair value on a nonrecurring basis. We disclose the fair value of our financial assets and liabilities based on observable market information, where available, or market participant assumptions. These assumptions are subjective in nature and require judgment. When determining fair value, we maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy are as follows:

•Level One—Fair values based on unadjusted quoted prices in active markets for identical assets and liabilities;

•Level Two—Fair values based on quoted market prices for similar assets and liabilities in active markets, quoted prices in inactive markets for identical assets and liabilities, and inputs other than quoted market prices that are observable for the asset or liability; and

•Level Three—Fair values based on inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Valuation techniques may include discounted cash flow models, certain of which utilize probability weighting, and similar techniques and may be internally developed.

We recognize transfers in and transfers out of the levels of the fair value hierarchy at the end of each quarterly reporting period.

We typically utilize market and income approaches for valuing our financial instruments. The market approach uses prices and information generated by market transactions involving identical or similar assets and liabilities, and the income approach uses valuation techniques to convert future cash flows or earnings to a single, discounted present value. When inputs fall within different levels of the fair value hierarchy, the classification is determined based on the lowest-level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy.

The carrying values of our current financial assets and current financial liabilities approximate fair values with the exception of debt and equity securities as discussed below and in Note 4 and financing receivables as discussed in Note 6. The fair value of long-term debt is discussed in Note 11, and the fair value of our guarantee liabilities and contingent consideration receivables and liabilities is discussed below and in Note 4, Note 7, and Note 15. We do not have nonfinancial assets or nonfinancial liabilities required to be measured at fair value on a recurring basis.

Cash Equivalents—We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Except for time deposits as discussed below and in Note 4, cash equivalents are classified as Level One in the fair value hierarchy.

Restricted Cash—We classify cash deposited or held in escrow under contractual or regulatory requirements as restricted cash.

Variable Interest Entities—At the inception of each arrangement, we determine whether the entity in which we have made an investment or in which we have other variable interests is a VIE. We consolidate a VIE when we are the primary beneficiary, which occurs when we have both the power to direct activities that most significantly affect the VIE's economic performance and the obligation to absorb losses or the right to receive benefits that could be significant to the VIE. If we are not the primary beneficiary, we account for the investment or other variable interests in a VIE in accordance with the applicable GAAP. Quarterly, we determine whether any changes in the interest or relationship with the entity impact the determination of whether we are still the primary beneficiary. For additional information about VIEs, see Note 4.

Equity Method Investments—We have investments in unconsolidated hospitality ventures accounted for under the equity method. When we receive distributions, we determine whether they represent a return on or return of our investment based on the underlying nature of the distribution. Certain equity method investments are reported on a lag of up to three months. When intervening events occur during the time lag, we recognize the impact in our consolidated financial statements.

We assess equity method investments for impairment quarterly, and when there is an indication that a loss in value has occurred, we may evaluate the carrying value in comparison to the estimated fair value of the investment, among other factors, to determine if the loss in value is other than temporary. Fair value is determined using internally developed discounted cash flow models, third-party appraisals, and, if appropriate, pending third-party offers. The discounted cash flow approach utilizes assumptions requiring judgment, including projected cash flows, discount rates, and capitalization rates, which are primarily Level Three inputs.

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In determining whether a loss in value is other than temporary, we apply judgment and consider factors such as the duration and severity of the decline, financial condition and near-term financial projections, our intent and ability to recover the lost value, and current economic conditions. If the estimated fair value is less than the carrying value and the loss in value is deemed other than temporary, we recognize an impairment charge in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income (loss).

For additional information about equity method investments, see Note 4.

Debt and Equity Securities—Excluding equity method investments, debt and equity securities consist of the following:

•Equity securities consist of interest-bearing money market funds, mutual funds, exchange-traded funds, common shares, and preferred shares. Equity securities with a readily determinable fair value are recorded at fair value based on listed market prices or dealer quotations, where available, and are classified as Level One in the fair value hierarchy. Equity securities without a readily determinable fair value are recorded at cost, less impairment, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. Realized and unrealized gains and losses, as well as impairment charges, are recognized in other income (loss), net on our consolidated statements of income (loss).

•Debt securities include preferred shares, time deposits, and fixed income instruments, including U.S. government obligations, other government agency obligations, corporate debt, mortgage-backed and asset-backed securities, and municipal and provincial notes and bonds. Debt securities are classified as trading, available-for-sale ("AFS"), or HTM.

•Trading securities are recorded at fair value based on listed market prices or dealer quotations, where available. Realized and unrealized gains and losses are recognized in net gains (losses) and interest income from marketable securities held to fund rabbi trusts or other income (loss), net on our consolidated statements of income (loss), depending on the nature of the investment.

•AFS securities are recorded at fair value based on listed market prices or dealer quotations, where available, and where not available, we generally utilize a Monte Carlo simulation to model the probability of possible outcomes. Unrealized gains and losses are recorded in accumulated other comprehensive income (loss) on our consolidated balance sheets, and realized gains and losses are recognized in other income (loss), net on our consolidated statements of income (loss). AFS securities are assessed for expected credit losses quarterly. Credit losses are recognized in other income (loss), net on our consolidated statements of income (loss), to the extent the fair value is less than the amortized cost. In determining the allowance for credit losses, we evaluate AFS securities at the individual security level and consider our investment strategy, current market conditions, the financial strength of the underlying investments, term to maturity, credit ratings, and our intent and ability to sell the securities.

•HTM securities are investments that we have the intent and ability to hold until maturity and are recorded at amortized cost, net of expected credit losses and unamortized discounts calculated using an imputed interest rate. HTM securities are assessed for expected credit losses quarterly. Credit losses are recognized in other income (loss), net on our consolidated statements of income (loss). In determining the allowance for credit losses, we evaluate HTM securities individually due to the unique risks associated with each security and consider the financial strength of the underlying assets, including the current and forecasted performance of the property, term to maturity, credit quality of the owner, and current market conditions. We determine if HTM securities are nonperforming based on facts and circumstances of the individual security. Nonperforming securities are placed on nonaccrual status.

We classify debt securities as current or long-term based on their contractual maturity dates and our intent and ability to hold the investment. Our debt securities are primarily classified as Level Two in the fair value hierarchy. Time deposits are recorded at par value, which approximates fair value, and are therefore classified as Level Two. The remaining securities, other than our investments in preferred shares, are classified as Level Two due to the use and weighting of multiple market inputs being considered in the final price of the security. Preferred equity investments are classified as Level Three as discussed in Note 4.

Interest income on preferred equity investments that earn a return is recognized in other income (loss), net on our consolidated statements of income (loss). Accrued interest is included in the amortized cost of the security, when applicable. For investments on nonaccrual status, interest income is recognized when cash is received. When the investment becomes contractually current and collection doubts are removed, accrual of interest income resumes and any associated allowance for credit losses may be reversed.

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For additional information about debt and equity securities, including balance sheet classification, see Note 4 and Note 7.

Accounts Receivables—Our accounts receivables primarily consist of amounts due from the following: third-party owners and franchisees with whom we have management and hotel services agreements and franchise agreements for services rendered and reimbursement of costs incurred; the unconsolidated hospitality venture that owns the Unlimited Vacation Club business for management services and licensing of certain of our brands; guests at owned and leased hotels for services rendered; third-party financial institutions for credit and debit card transactions; customers using our distribution services through ALG Vacations and Mr & Mrs Smith; and a third-party partner associated with our co-branded credit card programs.

We assess accounts receivables for credit losses quarterly and establish an allowance to reflect the net amount expected to be collected based on historical collection activity, geographic considerations, and/or current economic conditions. We have applied the practical expedient to assume that current conditions at each reporting date do not change for the remaining life of the receivable. The allowance for credit losses is recognized in general and administrative expenses, owned and leased expenses, or distribution expenses on our consolidated statements of income (loss), depending on the nature of the receivable.

For additional information about accounts receivables, see Note 6.

Financing Receivables—Financing receivables represent contractual rights to receive money on demand or on fixed or determinable dates and are recorded on our consolidated balance sheets at amortized cost, net of expected credit losses and unamortized discounts calculated using an imputed interest rate. We classify financing receivables as current or long-term based on their contractual maturity dates and/or repayment terms in receivables, net and financing receivables, net, respectively, on our consolidated balance sheets. Interest income is recognized as earned, and accrued interest is included in the amortized cost of the receivable.

We may provide seller financing in connection with dispositions. Seller financing is generally accounted for as a significant financing component and recorded as a financing receivable on our consolidated balance sheets. The fair value of such receivables is estimated upon sale using discounted cash flow models that require assumptions and judgments related to discount rates and expected timing of payments, which are primarily Level Three inputs.

Our financing receivables represent one portfolio segment based on the level at which we develop and document a systematic methodology to determine the allowance for credit losses. Based on initial measurement attributes, risk characteristics, and our method for monitoring and assessing credit risk, we have identified the following classes of financing receivables within our portfolio segment:

•Secured financing to hotel owners—Consists of junior and senior secured mortgage loans collateralized by underlying hotel properties.

•Unsecured financing to hotel owners and unconsolidated hospitality ventures—Consists of individual loans provided to hotel owners and unconsolidated hospitality ventures. These financing receivables are generally subordinate to senior financing and have stated maturities and interest rates.

•Deferred fee arrangements—Primarily includes accounts receivables from certain third-party owners, franchisees, and/or unconsolidated hospitality ventures that are at least 90 days past due and for which we have agreed to defer and finance repayment over time. Repayment terms vary and may be dependent on future cash flows of the property or business.

We individually assess financing receivables for expected credit losses quarterly and establish an allowance to reflect the net amount expected to be collected. We estimate credit losses based on an analysis of several factors, including current economic conditions, industry trends, and/or specific risk characteristics of the financing receivable, including capital structure, loan performance, market factors, and/or the underlying hotel or business performance. For certain financing receivables and other financing arrangements with the same borrower, we may utilize discounted cash flow models to estimate credit losses. When we estimate credit losses using a method other than a discounted cash flow approach, we evaluate accrued interest allowances separately from the financing receivable assets. Adjustments to credit losses are recognized in other income (loss), net or general and administrative expenses on our consolidated statements of income (loss), depending on the nature of the financing receivable.

On an ongoing basis, we monitor the credit quality of our financing receivables based on historical and expected future payment activity. We determine if financing receivables are nonperforming based on facts and circumstances of the individual receivable, including if interest or principal is greater than 90 days past due based on the contractual terms of the individual financing receivables or if an allowance has been established for our other financing arrangements with the same borrower. Nonperforming financing receivables are placed on nonaccrual status. For receivables on nonaccrual status, interest income is

F- 19 recognized in other income (loss), net on our consolidated statements of income (loss) when cash is received. When the receivable becomes contractually current and collection doubts are removed, accrual of interest income resumes and any associated allowance for credit loss may be reversed.

After an allowance for credit losses has been established, we may determine the receivable is uncollectible when all commercially reasonable means of recovering the receivable have been exhausted. We write off uncollectible balances by reversing the financing receivable and the related allowance for credit losses.

Financing receivables acquired in a business combination or other purchase arrangements that have experienced more-than-insignificant deterioration in credit quality since origination are considered purchased with credit deterioration ("PCD") assets. PCD assets are accounted for at the purchase price or acquisition date fair value adjusted for expected credit losses to establish an initial amortized cost basis. We use certain indicators, such as past due status and specific risk characteristics of the financing receivable, including capital structure, loan performance, market factors, and/or the underlying hotel performance, to identify and assess PCD assets.

For additional information about financing receivables, see Note 6.

Inventories—Inventories primarily consist of operating supplies and equipment that generally have a consumption period oftwo years or less and food and beverage items at our owned and leased hotels, which are generally valued at the lower of cost (first-in, first-out) or net realizable value.

Property and Equipment and Definite-Lived Intangible Assets—Property and equipment is stated at cost, including interest incurred during development and construction periods, less accumulated depreciation. Definite-lived intangible assets are recorded at the acquisition date fair value, less accumulated amortization. Depreciation and amortization are recognized over the estimated useful lives of the assets, primarily using the straight-line method.

Property and equipment are depreciated over the following useful lives:

Definite-lived intangible assets are amortized over the following useful lives:

We assess property and equipment 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. Under the undiscounted cash flow approach, the primary assumption requiring judgment is our estimate of projected operating cash flows, which are based on historical data, internal estimates, and/or external resources, which are primarily Level Three inputs.

If the projected undiscounted cash flows are less than the net book value of the assets, the fair value is determined based on internally developed discounted cash flows of the assets, third-party appraisals or broker valuations, or, if appropriate, pending third-party offers. The discounted cash flow approach requires assumptions and judgments related to projected cash flows, discount rates, and capitalization rates. The excess of the net book value over the estimated fair value is recognized in asset impairments on our consolidated statements of income (loss).

We evaluate the carrying value of our property and equipment and definite-lived intangible assets based on our plans, at the time, for such assets and consider qualitative factors such as future development in the surrounding area, status of local competition, and any significant adverse changes in the business climate. Changes to our plans, including a decision to dispose of or change the intended use of an asset, may have a material impact on the carrying value of the asset.

For additional information about property and equipment and definite-lived intangible assets, see Note 5 and Note 9, respectively.

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Leases—We primarily lease land, buildings, office space, and equipment. We determine whether an arrangement is an operating or finance lease at inception. For management and hotel services agreements, we apply judgment to determine whether the contract is accounted for as a lease or management or hotel services agreement based on the specific facts and circumstances, including which party controls the assets and obtains substantially all of the economic benefits.

Certain leases include extension options ranging from approximately 1 to 25 years. Lease extension options that we are reasonably certain to exercise are included in our operating lease ROU assets and lease liabilities. Our lease agreements do not contain any significant residual value guarantees or restrictive covenants.

Because our leases do not provide an implicit borrowing rate, we estimate an incremental borrowing rate ("IBR") to determine the present value of our lease payments and apply a portfolio approach. Estimating the IBR requires judgment, including assumptions related to currency risk and our credit risk, and consideration of our recent debt issuances and publicly available data for instruments with similar characteristics.

Our operating leases may include the following terms: (i) fixed minimum lease payments, (ii) variable lease payments based on a percentage of the hotel's profitability measure, as defined in the lease, (iii) lease payments equal to the greater of a fixed minimum or variable amount based on a percentage of the hotel's profitability measure, as defined in the lease, (iv) lease payments adjusted for changes in an index or market value, or (v) variable lease payments based on a percentage split of the total gross revenues, as defined in the lease. Future contingent lease payments are excluded from the measurement of the operating lease liability. Minimum lease payments are recognized on a straight-line basis over the lease term and contingent lease payments are expensed as incurred. Operating lease expenses are recognized in general and administrative expenses, owned and leased expenses, and distribution expenses on our consolidated statements of income (loss), depending on the nature of the lease.

For office space, land, and building leases, we do not separate the lease and nonlease components, which primarily relate to common area maintenance and utilities. We combine lease and nonlease components for leases where we are the lessor, and we exclude leases with terms of 12 months or less from our operating lease ROU assets and lease liabilities.

We assess operating lease ROU 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. If the carrying value is determined to not be recoverable and is in excess of the estimated fair value, we recognize an impairment charge in asset impairments on our consolidated statements of income (loss).

For additional information about leases, see Note 8.

Acquisitions—We evaluate the facts and circumstances of each acquisition to determine whether it is accounted for as an asset acquisition or a business combination.

Under management supervision, third-party valuation specialists estimate the fair value of assets or businesses acquired using recognized valuation methods, including the income, cost, and/or market approaches, primarily using Level Three inputs. Assumptions include historical financial results, projected cash flows, discount rates, capitalization rates, royalty rates, current market conditions, likelihood of contract renewals, and comparable transactions. In business combinations, the fair value is allocated to tangible and intangible assets and liabilities, with any remaining value assigned to goodwill. In asset acquisitions, any difference between the consideration paid and the fair value of the assets acquired is allocated across the identified assets based on the relative fair value.

The results of operations of acquired properties or businesses are included in our consolidated statements of income (loss) beginning on the acquisition date. Assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree are recorded at fair value on our consolidated balance sheets as of the acquisition date. Purchase price allocations in business combinations may be based on preliminary estimates and assumptions and are subject to revision during the measurement period, which is up to one year from the date of acquisition.

For additional information about acquisitions, see Note 7.

Contingent and Non-cash Consideration—As part of our acquisitions and dispositions, we may enter into contingent consideration arrangements whereby the buyer pays the seller additional consideration after transaction close upon the achievement of certain milestones, performance-based metrics, or other objectives as specified in the related agreement. In conjunction with dispositions, we may receive non-cash consideration, such as preferred shares in the buyer entity or its affiliates.

Contingent consideration payable arising from acquisitions is recorded at fair value as a liability on the acquisition date and remeasured quarterly. Fair value is typically estimated using a Monte Carlo simulation and requires assumptions and

F- 21 judgments related to discount rates, the probability of achieving the contractual objectives, and/or expected timing of payments, which are primarily Level Three inputs. Contingent consideration liabilities are recorded in accrued expenses and other current liabilities or other long-term liabilities on our consolidated balance sheets. Changes in fair value are recognized in other income (loss), net on our consolidated statements of income (loss).

We may be entitled to contingent consideration receivable as a result of dispositions. Non-cash consideration and contingent consideration receivable arising from sales of businesses and ownership interests in unconsolidated hospitality ventures are recorded at fair value as assets upon sale. Fair value is typically estimated using a Monte Carlo simulation or a probability-based discounted cash flow approach and requires assumptions and judgments related to probability weighting, discount rates, volatility, estimated probability of achieving the contractual objectives, operating results, and/or expected timing of payments, which are primarily Level Three inputs. Contingent consideration receivables arising from asset dispositions are recorded as contract assets using the expected value method and are estimated using a Monte Carlo simulation to model the probability of possible outcomes.

Contingent consideration receivables are recorded in receivables, net or other assets on our consolidated balance sheets. Changes in the carrying value of contingent consideration receivables related to business dispositions are recognized when realizable, and if it is determined that the contingent consideration receivable is not recoverable, a loss is recognized in gains (losses) on sales of real estate and other or equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income (loss), depending on the nature of the transaction. We assess contingent consideration receivables related to asset dispositions on a recurring basis, and changes are recognized in gains (losses) on sales of real estate and other on our consolidated statements of income (loss).

Non-cash consideration is generally recorded in other assets on our consolidated balance sheets based on the underlying nature of the consideration.

For additional information about contingent and non-cash consideration, see Note 3, Note 7, and Note 15.

Goodwill—Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified or separately recognized. We evaluate goodwill for impairment by performing a quantitative assessment annually during the fourth quarter, using balances at October 1, and at interim dates if a triggering event occurs.

Fair value is estimated using income and/or market approaches and valuation models that are either internally developed or prepared by third-party valuation specialists, third-party appraisals or broker valuations, and, if appropriate, pending third-party offers. Income-based valuations require assumptions and judgment related to projected cash flows, discount rates, and capitalization rates, which are primarily Level Three inputs. For one of our reporting units, we apply a weighting of an income-based approach and a market-based approach, which utilizes the guideline public companies method and is based on earnings multiples of publicly traded peer group companies. If the carrying value exceeds the fair value, we recognize an impairment charge in asset impairments on our consolidated statements of income (loss) based on the amount by which the carrying value of the reporting unit exceeded the fair value, limited to the carrying amount of goodwill.

For additional information about goodwill, see Note 9.

Indefinite-Lived Intangible Assets—We acquired certain brand and other indefinite-lived intangible assets through asset acquisitions and business combinations. These assets are evaluated for impairment annually during the fourth quarter, using balances at October 1, and at interim dates if indicators of impairment exist. Fair value is estimated using the relief from royalty method and valuation models that are either internally developed or prepared by third-party valuation specialists and require assumptions and judgments related to projected cash flows, discount rates, and market royalty rates, which are primarily Level Three inputs. If the carrying value exceeds the fair value, we recognize an impairment charge in asset impairments on our consolidated statements of income (loss).

For additional information about indefinite-lived intangible assets, see Note 9.

Guarantees—We enter into performance guarantees related to certain managed hotels and debt repayment and other guarantees with respect to certain unconsolidated hospitality ventures, hospitality venture partners, and managed or franchised hotels. In addition, we provide indemnifications as a result of certain dispositions for liabilities incurred prior to sale. We record guarantee liabilities at fair value at inception. The nonrecurring fair value is typically estimated using either scenario-based weighting, which utilizes a Monte Carlo simulation or a probability-based weighting approach, or the with and without method. The valuation methodology includes assumptions and judgments related to probabilities, discount rates, volatility, hotel operating results, hotel property sales prices, and expected timing of cash flows, which are primarily Level Three inputs. The corresponding non-cash offset depends on the circumstances in which the guarantee was issued and is generally recorded to equity method investments or key money assets on our consolidated balance sheets. Guarantee liabilities are amortized into

F- 22 income over the term of the guarantee using a systematic and rational, risk-based approach in other income (loss), net or equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income (loss), depending on the nature of the guarantee.

•Performance and other guarantees—Quarterly, we evaluate the likelihood of funding under a guarantee. To the extent we determine an obligation to fund is both probable and estimable based on performance during the period or facts and circumstances of the underlying indemnification liability, we record a separate contingent liability and recognize expense in other income (loss), net on our consolidated statements of income (loss).

•Debt repayment guarantees—At inception and quarterly, we evaluate the risk of funding under the guarantee and estimate expected credit losses. We assess credit risk based on the historical, current, and forecasted performance of the underlying property, whether the property owner is current on debt service, and current market conditions. To the extent we determine expected credit losses are probable, we record a separate liability and recognize expense in other income (loss), net or equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income (loss), depending on the nature of the guarantee.

For additional information about guarantees, see Note 4, Note 7, and Note 15.

Income Taxes—We account for income taxes to recognize the amount of taxes payable or refundable for the current year and the amount of deferred tax assets and liabilities resulting from the future tax consequences of differences between the financial statements and tax basis of the respective assets and liabilities. We assess the realizability of our deferred tax assets and record a valuation allowance when it is more likely than not that some or all of our deferred tax assets are not realizable. This assessment is completed by tax jurisdiction and relies on the weight of both positive and negative evidence available with significant weight placed on recent financial results. When necessary, we use systematic and logical methods to estimate when deferred tax liabilities will reverse and generate taxable income and when deferred tax assets will reverse and generate tax deductions.

We recognize the financial statement effect of a tax position when, based on the technical merits of the uncertain tax position, it is more likely than not to be sustained on a review by taxing authorities. We review these estimates and make changes to recorded amounts of uncertain tax positions as facts and circumstances warrant.

For additional information about income taxes, see Note 14.

Stock-Based Compensation—As part of our LTIP and the Playa Hotels Plan, we award time-vested stock appreciation rights ("SARs"), time-vested restricted stock units ("RSUs"), and performance-vested restricted stock units ("PSUs") to certain employees and non-employee directors. In addition, non-employee directors may elect to receive their annual fees and/or annual equity retainers in the form of shares of our Class A common stock. Under the LTIP and the Playa Hotels Plan, we are authorized to issue up to 29,346,000 shares:

•SARs—Each vested SAR gives the holder the right to the difference between the value of one share of our Class A common stock at the exercise date and the value of one share of our Class A common stock at the grant date.

SARs are valued using the closing stock price of our Class A common stock at the grant date and assumptions under the Black-Scholes-Merton option-pricing model. SARs generally vest 25% annually over four years, beginning on the first anniversary of the grant date, and can be exercised over their contractual life in accordance with the LTIP. All SARs have a 10-year contractual term, are settled in shares of our Class A common stock, and are accounted for as equity instruments.

Compensation expense is recognized on a straight-line basis from the grant date through the requisite service period, which is generally the vesting period, unless the employee meets retirement eligibility criteria resulting in immediate recognition. Forfeitures are recognized as they occur.

•RSUs—Each vested RSU will generally be settled by delivery of a single share of our Class A common stock and therefore is accounted for as an equity instrument. In limited circumstances, we grant cash-settled RSUs, which are recorded as liability instruments.

RSUs are valued using the closing stock price of our Class A common stock at the grant date. Awards are generally settled as each tranche vests. Compensation expense is recognized over the requisite service period of the individual grant, which is generally a vesting period ofone tofour years, unless the employee meets retirement eligibility criteria resulting in immediate recognition. Forfeitures are recognized as they occur.

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In certain circumstances, we grant time-vested RSUs with performance conditions that vest based on continued employment and the achievement of specified performance-vesting conditions that are established annually and eligible to be earned in tranches. Generally, these RSUs fully vest and settle in Class A common stock to the extent performance requirements for the applicable tranche are achieved, and if the requisite service period, which is generally three tofive years, is satisfied. The value of the RSUs is set at award issuance or is determined using the closing stock price of our Class A common stock at the grant date. Because performance conditions are established annually, each tranche typically has a separate grant date. During the year ended December 31, 2024, we issued $15 million of these RSUs, of which $9 million had not met the grant date criteria and were therefore not deemed granted at December 31, 2025. We did not issue these RSUs during the years ended December 31, 2025 and December 31, 2023.

•PSUs—PSUs vest and are settled in Class A common stock based on Company performance over the applicable performance period relative to specified performance targets and are generally subject to continued employment through the end of the performance period. PSUs vest only if applicable performance thresholds and service requirements are satisfied, with no interim performance metrics, except in certain change in control transactions.

PSUs are valued using the closing stock price of our Class A common stock at the grant date. Certain PSUs include a relative total shareholder return ("TSR") modifier to determine the number of shares earned at the end of the performance period. Under management supervision, third-party valuation specialists estimate the fair value of the PSUs with a TSR modifier using a Monte Carlo simulation that includes assumptions related to the risk-free interest rate, expected volatility, and annual dividend yield. Generally, the fair value of the PSUs estimated using a Monte Carlo simulation does not significantly differ from the fair value based on the grant date stock price.

Compensation expense is recognized over the requisite performance period, which is generally a vesting period of approximatelyone tosix years, based on management's quarterly assessment of the expected achievement relative to the applicable performance targets. Forfeitures are recognized as they occur.

For additional information about stock-based compensation, including where we recognize compensation expense on our consolidated statements of income (loss), see Note 17.

Restructuring Costs—We provide certain benefits to employees impacted by restructuring activities, including severance, insurance benefits, and special or contractual termination benefits such as outplacement services, and we may incur other related costs such as advisory fees. Restructuring costs are recognized in other income (loss), net on our consolidated statements of income (loss) when restructuring activities are probable and the amounts are estimable.

Transaction and Integration Costs—We incur transaction costs for potential and completed transactions, primarily related to professional fees for acquisitions and dispositions, as well as integration costs primarily related to the integration of recently acquired businesses, including certain compensation expenses, professional fees, sales and marketing expenses, and technology expenses. We recognize transaction costs for potential acquisitions and dispositions and integration costs in transaction and integration costs on our consolidated statements of income (loss) in the period incurred. Acquisition-related costs incurred in conjunction with completed business combinations are recognized in transaction and integration costs on our consolidated statements of income (loss). In asset acquisitions, these costs are included in the total consideration paid and allocated to the acquired assets. During the period of a completed disposition and thereafter, transaction costs are recognized in gains (losses) on sales of real estate and other or equity earnings (losses) from unconsolidated hospitality ventures, depending on the nature of the transaction, on our consolidated statements of income (loss).

Loyalty Program—The loyalty program is primarily funded through contributions from participating properties and strategic loyalty alliances based on members' eligible revenues, returns on marketable securities, and certain payments received pursuant to our co-branded credit card programs. Program funds are generally invested in marketable securities, which are included in cash and cash equivalents, short-term investments, and other assets on our consolidated balance sheets (see Note 4). From time to time, excess funds may be loaned to the Company at a market interest rate. Such loans are repayable on demand, if needed to fund expenses of the loyalty program. The costs of administering the loyalty program, including estimated award redemption costs, are charged to the participating properties and strategic loyalty alliances based on members' qualified expenditures.

Advertising Costs—We expense costs to produce advertising in the period incurred and costs to communicate advertising as the communication occurs. Advertising costs are generally reimbursed by our third-party owners and franchisees and are recognized in revenues for reimbursed costs and reimbursed costs on our consolidated statements of income (loss). Certain advertising costs associated with our distribution segment are not reimbursable. During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, we recognized $58 million, $67 million, and $67 million, respectively, of advertising costs in distribution expenses on our consolidated statements of income (loss).

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Government Assistance—We receive government subsidies, primarily in the form of cash, related to payroll and related expenses. Subsidies are recorded when there is reasonable assurance that the conditions will be met and the assistance will be received and are recognized as a benefit against the related expense on our consolidated statements of income (loss) over the period that the subsidies are intended to compensate. Government assistance received primarily relates to programs under the Coronavirus Aid, Relief, and Economic Security Act and the American Rescue Plan Act of 2021, including an employee retention and COBRA-related refundable tax credits. During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, we received $1 million, $2 million, and $19 million, respectively, of cash assistance related to these programs. At December 31, 2025 and December 31, 2024, we had $4 million and $5 million, respectively, related to these programs recorded inreceivables, net on our consolidated balance sheets.

Adopted Accounting Standards

Income Taxes—In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires enhanced annual income tax disclosures for disaggregation of effective tax rate reconciliation categories and income taxes paid by jurisdiction. The provisions of ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. We adopted the provisions of ASU 2023-09 for the year ended December 31, 2025 on a prospective basis and included enhanced disclosures on our consolidated statements of cash flows and in Note 14.

Credit Losses—In July 2025, the FASB issued Accounting Standards Update No. 2025-05 ("ASU 2025-05"), Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification 606, Revenue from Contracts with Customers. The provisions of ASU 2025-05 are effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years, with early adoption permitted, and are to be applied prospectively. We early adopted the provisions of ASU 2025-05 in the fourth quarter of 2025 and elected to apply the practical expedient. ASU 2025-05 did not materially impact our consolidated financial statements upon adoption.

Future Adoption of Accounting Standards

Disclosure Improvements—In October 2023, the FASB issued Accounting Standards Update No. 2023-06 ("ASU 2023-06"), Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. ASU 2023-06 modifies the disclosure and presentation requirements for certain FASB Accounting Standards Codification topics to align with SEC regulations. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from its regulations becomes effective, if the SEC removes the disclosure by June 30, 2027. The provisions of ASU 2023-06 are to be applied prospectively, with early adoption prohibited. We do not expect the adoption of ASU 2023-06 to have a material impact on our consolidated financial statements and accompanying Notes.

Expense Disaggregation Disclosures—In November 2024, the FASB issued Accounting Standards Update No. 2024-03 ("ASU 2024-03"), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of disaggregated information about certain costs and expenses presented on the consolidated statements of income (loss), including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, as clarified by Accounting Standards Update No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, and may be applied either prospectively or retrospectively for any or all prior periods presented. We are currently assessing the impact of adopting ASU 2024-03.

Internal-Use Software—In September 2025, the FASB issued Accounting Standards Update No. 2025-06 ("ASU 2025-06"), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 removes all references to prescriptive and sequential software development stages and requires entities to begin capitalizing software costs when both of the following occur: (1) management authorizes and commits to funding the software project and (2) it is probable that the project will be completed and the software will be used for its intended purpose. The provisions of ASU 2025-06 are effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted, and may be applied prospectively, retrospectively, or with a modified transition approach. We are currently assessing the impact of adopting ASU 2025-06.

Government Grants—In December 2025, the FASB issued Accounting Standards Update No. 2025-10 ("ASU 2025-10"), Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. ASU 2025-10 establishes

F- 25 authoritative guidance on the accounting and presentation of government grants received by a business entity. The provisions of ASU 2025-10 are effective for fiscal years beginning after December 15, 2028 and interim periods within those fiscal years, with early adoption permitted, and may be applied retrospectively or with a modified prospective or retrospective approach. We are currently assessing the impact of adopting ASU 2025-10.

Interim Reporting—In December 2025, the FASB issued Accounting Standards Update No. 2025-11 ("ASU 2025-11"), Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies the applicability of interim reporting guidance, provides a comprehensive list of required interim disclosures, and establishes a disclosure principle that requires disclosure of material events that occurred after the end of the last annual reporting period. The provisions of ASU 2025-11 are effective for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied prospectively or retrospectively. We are currently assessing the impact of adopting ASU 2025-11.

Codification Improvements—In December 2025, the FASB issued Accounting Standards Update No. 2025-12 ("ASU 2025-12"), Codification Improvements. The amendments in ASU 2025-12 represent changes to certain FASB Accounting Standards Codification topics that clarify, correct errors, or make minor improvements. The provisions of ASU 2025-12 are effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years, with early adoption permitted, and may be applied prospectively or retrospectively. Early adoption and transition method may be elected on an issue-by-issue basis. We do not expect the adoption of ASU 2025-12 to have a material impact on our consolidated financial statements and accompanying Notes.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregated Revenues

See Note 19 for our revenues disaggregated by the nature of the product or service.

Contract Balances

Contract assets related to incentive management fees recorded in receivables, net on our consolidated balance sheets were insignificant at both December 31, 2025 and December 31, 2024.

In conjunction with the Tortuga sale (see Note 7), we recorded a $14 million contingent consideration receivable as a contract asset within other assets on our consolidated balance sheet. We estimate contingent consideration arising from asset dispositions on a recurring basis using the expected value method. During the year ended December 31, 2025, there were no changes in estimate recognized.

Contract liabilities were comprised of the following:

Revenue recognized during the years ended December 31, 2025 and December 31, 2024 included in the contract liabilities balance at the beginning of each year was $1,303 million and $1,208 million, respectively. This revenue primarily related to distribution and destination management services and the loyalty program.

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Revenue Allocated to Remaining Performance Obligations

Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted revenue expected to be recognized in future periods was approximately $135 million at December 31, 2025. This was primarily related to design services fees from third-party owners and initial application fees from franchisees. Design services fees are recognized as revenues over multiple years, typically over a period of less than five years, using the percentage-of-completion method based on the achievement of design and/or renovation or construction milestones, timing of which is inherently uncertain. Initial application fees are recognized as revenues using the straight-line method over the initial term of the franchise agreement, which is generally 20 years. Of the $135 million of contracted revenue, we expect to recognize approximately 10% within the next 12 months, with the remainder to be recognized thereafter.

4. DEBT AND EQUITY SECURITIES

We invest in debt and equity securities that we believe are strategically and operationally important to our business. These investments take the form of (i) investments in variable interest entities, (ii) equity method investments where we have the ability to significantly influence the operations of the entity, (iii) marketable securities held to fund operating programs and for investment purposes, and (iv) other types of investments.

Variable Interest Entities

Bahia Principe—During the year ended December 31, 2024, we entered into a shareholders' agreement with an unrelated third party and acquired 50% of the outstanding shares of Management Hotelero Piñero, S.L. The joint venture, which is a VIE, owns the Bahia Principe brand and manages Bahia Principe Hotels & Resorts-branded properties (see Note 7). Through our variable interest, we have the power to direct the activities that most significantly affect the economic performance of the VIE and have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE and therefore, we are the primary beneficiary. We consolidate the operating results and financial position of this VIE in our consolidated financial statements within our management and franchising segment.

The following table summarizes the VIE's assets and liabilities, including the effect of foreign currency translation, recorded on our consolidated balance sheets at December 31, 2025 and December 31, 2024. The assets may only be used to settle obligations of the consolidated VIE, if any. In addition, there is no recourse to us for the consolidated VIE's liabilities.

The resorts managed by the joint venture increase our all-inclusive portfolio and provide guests and loyalty program members more opportunities to experience all-inclusive travel. In conjunction with the transaction, we entered into various agreements with the joint venture and its related parties to provide certain commercial and management support services to the joint venture and to support the growth of the Bahia Principe brand and the operation of the Bahia Principe Hotels & Resorts-branded properties.

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UVC Transaction—During the year ended December 31, 2024, we completed the UVC Transaction. As a result of the transaction, we deconsolidated the entity as we no longer have a controlling financial interest, and we account for our remaining 20% ownership interest as an equity method investment in an unconsolidated hospitality venture. We received $41 million of proceeds, net of $39 million of cash disposed; recorded a $20 million equity method investment representing the fair value of our retained investment in the entity; and recorded $86 million of guarantee liabilities as described below. The transaction was accounted for as a business disposition and resulted in a $231 million pre-tax gain, which was recognized in gains (losses) on sales of real estate and other on our consolidated statements of income (loss) during the year ended December 31, 2024. We continue to manage the Unlimited Vacation Club business under a long-term management agreement and license and royalty agreement. The operating results of the Unlimited Vacation Club business prior to the UVC Transaction are reported within our distribution segment.

The fair value of our retained investment in the entity was determined using a Black-Scholes-Merton option-pricing model of our common shares in the entity. The valuation methodology included assumptions and judgments regarding volatility and discount rates, which are primarily Level Three inputs.

In conjunction with the transaction, we agreed to guarantee up to $70 million of our hospitality venture partner's investment upon the occurrence of certain events, and we recorded a $25 million guarantee liability at fair value in other long-term liabilities on our consolidated balance sheet. The fair value was estimated using the with and without method, which included projected cash flows based on contract terms. The valuation methodology included assumptions and judgments regarding discount rates and length of time, which are primarily Level Three inputs.

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 uncertain tax positions. Following the transaction, we accounted for the indemnification as a guarantee. We derecognized the long-term income taxes payable related to the uncertain tax positions and recorded a $61 million guarantee liability at fair value in other long-term liabilities on our consolidated balance sheet. The fair value of the indemnification was estimated using a probability-based weighting approach to determine the likelihood of payment of the tax liability, penalties, and interest related to the 2013 through 2018 tax years. The valuation methodology included assumptions and judgments regarding probability weighting, discount rates, and expected timing of cash flows, which are primarily Level Three inputs. At December 31, 2025, the indemnification for open tax years had a maximum exposure of $79 million.

The entity that owns the Unlimited Vacation Club business is classified as a VIE in which we hold a variable interest but are not the primary beneficiary, and we account for our common ownership interest as an equity method investment. At December 31, 2025 and December 31, 2024, we had $80 million and $68 million, respectively, recorded in other long-term liabilities (see Note 13) on our consolidated balance sheets related to our guaranteed obligations of this unconsolidated VIE. At December 31, 2025 and December 31, 2024, our maximum exposure to loss was$149 million and $142 million, respectively, which includes the maximum exposure under the guarantee and indemnification (see Note 15).

Equity Method Investments

The following table summarizes our investments in unconsolidated hospitality ventures accounted for under the equity method:

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During the years ended December 31, 2025 and December 31, 2024, we recognized $36 million and $15 million, respectively, of impairment charges in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income (loss). The impairment charges were related to certain investments in unconsolidated hospitality ventures in which the estimated fair values were less than the carrying values, and the impairments were deemed other than temporary. We estimated the fair values of our investments, which are classified as Level Three in the hierarchy, using pending third-party offers or internally developed cash flow models.

Juniper Hotels Limited—During the year ended December 31, 2023, we acquired 50% of the outstanding shares of a third-party entity that owns three of our managed properties in India in exchange for the non-cash redemption of a HTM debt security. Upon completion, Juniper Hotels Limited acquired 100% of the outstanding shares of the entity, and we recorded a $32 million equity method investment.

On September 28, 2023, our unconsolidated hospitality venture publicly filed a draft red herring prospectus with the Securities and Exchange Board of India in conjunction with a proposed initial public offering ("IPO") of equity shares, subject to market conditions and regulatory approvals. On February 28, 2024, Juniper Hotels Limited completed its IPO and issued 50,000,000 equity shares on the BSE Limited and National Stock Exchange of India Limited stock exchanges. Both prior and subsequent to the IPO, we hold 86,251,192 equity shares in the entity. At December 31, 2025, the aggregate value of our equity shares was$245 million based on the price per share of the principal market.

As a result of the IPO, our ownership interest in the unconsolidated hospitality venture was diluted from 50.0% to 38.8%. As we maintain the ability to significantly influence the operations of the entity, we recorded an increase to our equity method investment and recognized a $79 million non-cash pre-tax dilution gain in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income (loss) during the year ended December 31, 2024.

Hyatt of Baja, S. de. R.L. de C.V.—During the year ended December 31, 2024, we received$21 million of proceeds related to the sale of our ownership interest inan equity method investment and recognized an $8 million pre-tax gain in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income (loss), net of a $2 million reclassification from accumulated other comprehensive loss (see Note 16). At the time of sale, we had $28 million of outstanding financing receivables related to the unconsolidated hospitality venture, which were repaid in conjunction with the sale. Additionally, we retained long-term management and licensing agreements for the related hotel and residential units, respectively, upon sale.

We provided $10 million of seller financing with a maturity date oftwo years. Upon sale, we estimated the fair value of the seller financing to be approximately $8 million and recorded an unsecured financing receivable on our consolidated balance sheet(see Note 6). The fair value was estimated using a discounted cash flow model and included assumptions and judgments regarding the discount rate, which is primarily a Level Three input.

As part of total consideration, we may earn up to $13 million of contingent consideration. The contingent consideration will be earned upon the achievement of certain performance-based metrics subsequent to hotel opening. Upon sale, we recorded a $5 million contingent consideration receivable at fair value within other assets on our consolidated balance sheet. The fair value of the contingent consideration receivable was estimated using a Monte Carlo simulation to model the likelihood of achieving the performance-based metrics. The valuation methodology included assumptions and judgments regarding discount rates and operating results, which are primarily Level Three inputs.

Other—During the year ended December 31, 2024, we received $16 million of proceeds related to the sale of our ownership interest in an equity method investment and recognized a $12 million pre-tax gain in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income (loss). Following the sale, we continue to manage the related property under a long-term management agreement.

Marketable Securities

We hold marketable securities with readily determinable fair values to fund certain operating programs and for investment purposes. We periodically transfer available cash and cash equivalents to purchase marketable securities for investment purposes.

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Marketable Securities Held to Fund Operating Programs—Marketable securities held to fund operating programs, which are recorded at fair value on our consolidated balance sheets, were as follows:

At December 31, 2025 and December 31, 2024, marketable securities held to fund operating programs included:

•$583 million and $473 million, respectively, of AFS debt securities with contractual maturity dates ranging from 2026 through 2070. The amortized cost of our AFS debt securities approximates fair value;

•$153 million and $25 million, respectively, of time deposits classified as HTM debt securities with contractual maturities on various dates through 2027. The amortized cost of our time deposits approximates fair value;

•$20 million and $17 million, respectively, of equity securities with a readily determinable fair value.

Net unrealized and realized gains (losses) from marketable securities held to fund operating programs recognized on our consolidated financial statements were as follows:

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Marketable Securities Held for Investment Purposes—Marketable securities held for investment purposes, which are recorded at cost or fair value, depending on the nature of the investment, on our consolidated balance sheets, were as follows:

Prior to the Playa Hotels Acquisition (see Note 7), we held ordinary shares in Playa Hotels, which were accounted for as equity securities with a readily determinable fair value as we did not have the ability to significantly influence the operations of the entity. The following table summarizes net gains recognized in other income (loss), net on our consolidated statements of income (loss) (see Note 21):

Fair Value—We measure marketable securities at fair value on a recurring basis:

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During both the years ended December 31, 2025 and December 31, 2024, there were no transfers between levels of the fair value hierarchy.

Other Investments

HTM Debt Securities—We hold investments in third-party entities associated with certain of our hotels. The investments are recorded as HTM debt securities within other assets on our consolidated balance sheets:

The following table summarizes the activity in our HTM debt securities allowance for credit losses:

We estimated the fair value of these HTM debt securities to be approximately $315 million and $270 million at December 31, 2025 and December 31, 2024, respectively. Our preferred equity investments, which are redeemable on various dates through 2032, are classified as Level Three in the fair value hierarchy. The fair values were estimated using probability-based discounted cash flow models based on current market inputs for similar types of arrangements. The primary sensitivity in these models is the selection of appropriate discount rates and probability weighting. Fluctuations in these assumptions could result in different estimates of fair value. The remaining HTM debt security, which is redeemable in 2062, is classified as Level Two in the fair value hierarchy due to the use and weighting of multiple market inputs being considered in the final price of the security.

Preferred Equity Investment—During the year ended December 31, 2025, we received a $200 million preferred equity investment in conjunction with the Tortuga sale (see Note 7). Upon sale, we estimated the fair value of the investment to be

F- 32 approximately $104 million. The debt security, which is classified as AFS and recorded within other assets on our consolidated balance sheet, is mandatorily redeemable at the earlier of March 31, 2033 or the occurrence of a contractual redemption event, which includes a change in control, at an amount that can vary based on the profitability of the underlying properties. During the year ended December 31, 2025, there wereno unrealized or realized gains or losses recognized on our investment.

Convertible Debt Security—During the year ended December 31, 2025, a $30 million convertible debt investment associated withone of our franchised properties was extinguished in conjunction with the recapitalization of the franchisee. The uncollectible investment, which was classified as AFS and recorded within other assets on our consolidated balance sheets, was written off upon extinguishment. As part of the recapitalization, we maintained the long-term franchise agreement for the property.

During the year ended December 31, 2025, we recognized a $30 million credit loss provision in other income (loss), net on our consolidated statements of income (loss) (see Note 21) related to this investment. Prior to the extinguishment, we remeasured the fair value of our investment on a recurring basis using a discounted cash flow model. At December 31, 2024, we estimated the fair value of the investment, which was classified as Level Three in the fair value hierarchy, to be $42 million.

Net unrealized gains (losses) recognized on our consolidated financial statements were as follows:

Equity Securities Without A Readily Determinable Fair Value—At December 31, 2025 and December 31, 2024, we held $11 million and $12 million, respectively, of investments in equity securities without a readily determinable fair value, which are recorded within other assets on our consolidated balance sheets and represent investments in entities where we do not have the ability to significantly influence the operations of the entity.

Due to ongoing operating cash flow shortfalls in the business underlying an equity security during the year ended December 31, 2024, we recognized a $5 million impairment charge of our full investment balance in other income (loss), net on our consolidated statements of income (loss) (see Note 21) as the carrying value was in excess of the fair value.

5. PROPERTY AND EQUIPMENT, NET

During the years ended December 31, 2025 and December 31, 2024, we identified changes in circumstances that indicated that the carrying values of certain asset groups, inclusive of property and equipment and operating lease ROU assets (see Note 8), may not be recoverable. We assessed the recoverability of the net book values and determined that the carrying values of certain asset groups were not fully recoverable. We then estimated the fair values of these assets, which are classified as Level Three in the hierarchy, using pending third-party offers or internally developed cash flow models, which incorporated cash flow assumptions based on current economic trends, historical experience, and future growth projections. We determined that the carrying values of certain asset groups were in excess of the fair values, and we allocated the impairment charges to the long-lived assets within the asset groups. During the years ended December 31, 2025 and December 31, 2024, we recognized $6 million and $21 million, respectively, ofimpairment charges related to property and equipment in asset impairments on our consolidated statements of income (loss) within our owned and leased segment.

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For additional information about acquisition and disposition activity impacting property and equipment, see Note 7.

6. RECEIVABLES

Receivables

At December 31, 2025 and December 31, 2024, we had $1,123 million and $1,121 million, respectively, of net receivables recorded on our consolidated balance sheets.

The following table summarizes the activity in our receivables allowance for credit losses:

Financing Receivables

Allowance for Credit Losses—The following table summarizes the activity in our financing receivables allowance for credit losses:

Credit Monitoring—Our financing receivables were as follows:

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Fair Value—We estimated the fair value of financing receivables to be approximately $493 million and $440 million at December 31, 2025 and December 31, 2024, respectively. The fair values, which are classified as Level Three in the fair value hierarchy, were estimated using discounted cash flow models. The principal inputs used are projected cash flows and the discount rate, which is generally the effective interest rate of the loan.

7. ACQUISITIONS AND DISPOSITIONS

Acquisitions

Playa Hotels—During the year ended December 31, 2025, we completed a tender offer process to purchase all of the issued and outstanding ordinary shares of Playa Hotels at a cash price of $13.50 per share (the "Offer Consideration"). Immediately prior to the acquisition date, we held 9.9% of Playa Hotels' outstanding shares (see Note 4). On June 11, 2025, the acquisition date, we paid cash of $1,497 million, obtained control over a majority of the outstanding shares, and repaid Playa Hotels' existing term loan for $1,078 million, inclusive of $3 million of accrued interest (see Note 11). All remaining shares were acquired from June 12, 2025 to June 17, 2025. The impact of the noncontrolling interest during the intervening period was insignificant. On June 17, 2025, we completed the Playa Hotels Acquisition, which was financed through proceeds from debt (see Note 11). We accounted for the transaction as a business combination.

Upon acquisition, each unvested restricted share and restricted stock unit award held by non-executive directors of Playa Hotels and certain terminating employees (collectively, the "Terminating Employees") became fully vested and was automatically converted into the right to receive cash, equal to the Offer Consideration multiplied by the total number of unvested ordinary shares as of immediately prior to the closing of the Playa Hotels Acquisition. Vesting for awards eligible to vest based on performance goals was determined based on relevant provisions in underlying award agreements, with such vesting occurring either (i) as though the greater of target performance or actual performance had been achieved or (ii) as though target performance had been achieved, except that, all such awards granted during 2024 vested at the applicable maximum performance level. We paid $55 million to Terminating Employees, of which $25 million was attributable to pre-combination vesting and was therefore included in the purchase consideration. The remaining $30 million was attributable to post-combination vesting and was recognized in transaction and integration costs on our consolidated statements of income (loss) during the year ended December 31, 2025.

Additionally, we assumed outstanding unvested restricted shares and restricted stock unit awards (the "Continuing Awards") that were previously granted to continuing employees under the Playa Hotels Plan and converted each award into RSUs (see Note 17). The fair value of these replacement awards, which was estimated based on the closing stock price of our Class A common stock on the acquisition date, was $17 million, of which $3 million was attributable to pre-combination vesting and was therefore included in the purchase consideration. The remaining $14 million was attributable to post-combination vesting and will be recognized as compensation expense on a straight-line basis over the requisite service period on our consolidated statements of income (loss) (see Note 17).

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Total purchase consideration was determined as follows:

The acquisition primarily consisted of 15 all-inclusive resorts across Mexico, the Dominican Republic, and Jamaica. On June 29, 2025, we entered into a definitive agreement with an unrelated third party to sell the entirety of the Playa Hotels Portfolio. During the year ended December 31, 2025, we completed the sale of the Playa Hotels Portfolio as discussed in "—Dispositions" below.

Upon acquisition, we recorded estimates of the fair value of the assets acquired and liabilities assumed based on available information as of the acquisition date. Assets and liabilities associated with the Playa Hotels Portfolio were classified as held for sale and were recorded at their estimated fair values less costs to sell. The fair value of the acquired property and equipment that was classified as held for sale was estimated using a market approach and market participant assumptions, which incorporated the agreed-upon sales price of the Playa Hotels Portfolio, less amounts for committed capital expenditures to be incurred prior to the sale as well as the fair values of the preferred equity investment, contingent consideration, and agreed-upon tax indemnifications, which were estimated using the same valuation methodology upon sale as discussed in "—Dispositions" below. In addition, we recorded an assumed liability within accrued expenses and other current liabilities related to tax liabilities triggered by the acquisition. The liability was estimated using the cumulative-probability approach to determine the expected payment amount. The valuation methodology included assumptions and judgments regarding the cumulative probabilities, which are primarily Level Three inputs. The remaining assets and liabilities were recorded at their carrying values, which approximated their fair values.

During the year ended December 31, 2025, the fair values and classification of certain assets acquired and liabilities assumed were revised. Measurement period adjustments recorded on our consolidated balance sheet at December 31, 2025 primarily included a $4 million decrease in property and equipment and a $1 million decrease in accrued expenses and other current liabilities, both of which resulted in a corresponding $3 million increase in goodwill. Following the sale of the Playa Hotels Portfolio, we will continue to evaluate the fair values and classification of the remaining assets acquired and liabilities assumed. Accordingly, these estimates, along with any related tax impacts, are subject to change during the measurement period, which is up to one year from the date of acquisition.

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The following table summarizes the preliminary fair value of the identifiable net assets acquired at the acquisition date:

Following the acquisition date, the operating results of Playa Hotels were recognized on our consolidated statements of income (loss). For the period from the acquisition date through December 31, 2025, total revenues attributable to Playa Hotels were $366 million and the net loss attributable to Playa Hotels was $11 million, including $60 million of non-recurring transaction costs that were incurred and recognized by Playa Hotels as included below.

During the year ended December 31, 2025, we recognized $97 million of transaction costs, including the costs incurred and recognized by Playa Hotels described above, in transaction and integration costs on our consolidated statements of income (loss). The costs primarily related to financial advisory and legal fees, severance payments to Terminating Employees, and payments made to settle unvested awards of Terminating Employees.

Additionally, during the year ended December 31, 2025, we terminated Playa Hotels' third-party owned loyalty program and recognized a $12 million termination fee in transaction and integration costs on our consolidated statements of income (loss). In conjunction with the termination, we acquired certain contracts with customers and accounted for the transaction as an asset acquisition. We recorded a $13 million customer relationships intangible, inclusive of transaction costs, with a useful life offour years within intangibles, net on our consolidated balance sheet (see Note 9).

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Unaudited Pro Forma Combined Financial Information

The following table presents the unaudited pro forma combined results of Hyatt and Playa Hotels as if the Playa Hotels Acquisition had occurred on January 1, 2024:

The unaudited pro forma combined financial information was based on the historical financial information of Hyatt and Playa Hotels, excluding Playa Hotels properties sold prior to the acquisition, and includes adjustments for the following factually supportable transactions, directly attributable to the acquisition:

•Elimination of historical related-party transactions between Hyatt and Playa Hotels that would be considered intercompany transactions;

•Incremental interest expense associated with the DDTL Facility as well as the 5.050% 2028 Notes and 2032 Notes, both as defined in Note 11, that were used to finance the acquisition, repay certain indebtedness of Playa Hotels and its subsidiaries in connection with the acquisition, and pay related fees and expenses as well as the removal of Playa Hotels' historical interest expense;

•Recognition of stock-based compensation expense related to Assumed Awards, as defined in Note 17, issued to continuing employees;

•Recognition of $97 million of non-recurring transaction costs related to the acquisition as of the beginning of the earliest period presented;

•Recognition of expected transaction and integration costs directly attributable to the acquisition, including retention payments to certain continuing employees;

•Recognition of a non-recurring realized gain related to our previously-held ordinary shares in Playa Hotels (see Note 4) as of the beginning of the earliest period presented, and removal of the unrealized gains and losses historically recognized by Hyatt; and

•Tax effects of the acquisition as if Playa Hotels had been part of the combined company since January 1, 2024.

The unaudited pro forma combined financial information does not necessarily reflect what the combined company's financial condition or results of operations would have been had the transaction and the related financing occurred on January 1, 2024. The unaudited pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company following the acquisition. In addition, the unaudited pro forma combined financial information does not give effect to any cost savings, operating synergies, or revenue synergies that may result from the transaction, including the impact of the sale of the Playa Hotels Portfolio, or the costs to achieve any synergies.

Bahia Principe—During the year ended December 31, 2024, we completed the Bahia Principe Transaction (see Note 4) for €419 million of base consideration, including €60 million of deferred consideration payable at future dates. The consideration was subject to customary adjustments related to working capital, cash, and indebtedness, and we may pay additional variable contingent consideration through 2034 primarily related to the achievement of certain milestones for the development of additional hotels to be managed by the joint venture. The contingent consideration is payable at each hotel opening and is based on a multiple of stabilized base and incentive management fee revenues, and therefore, we are unable to reasonably estimate our maximum potential future consideration.

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We closed on the transaction on December 27, 2024, paid cash of €359 million (approximately $374 million), and accounted for the transaction as a business combination as we are the primary beneficiary of the VIE (see Note 4). Upon acquisition, we recorded a $58 million deferred consideration liability at fair value, of which $20 million was recorded in accrued expenses and other current liabilities and $38 million was recorded in other long-term liabilities on our consolidated balance sheet. The fair value was estimated using a discounted cash flow model and included assumptions and judgments regarding the discount rate, which is primarily a Level Three input. We also recorded a $33 million contingent consideration liability at fair value in other long-term liabilities on our consolidated balance sheet. The fair value was estimated using a discounted cash flow model and included assumptions and judgments regardingthe discount rate, estimated probability of achieving the hotel development milestones, and expected amount and timing of payments, which are primarily Level Three inputs. Total purchase consideration was determined as follows:

The acquisition included management and hotel services agreements for operating hotels and the Bahia Principe trade name and contemplated the future management of undeveloped Bahia Principe Hotels & Resorts-branded properties. In addition, the acquisition included expected synergies from the integration and future expansion of our destination management services and our management of and licensing of the Bahia Principe brand to the Unlimited Vacation Club business at Bahia Principe Hotels & Resorts-branded properties through separate contractual agreements. Following the acquisition date, fee revenues and operating expenses of Bahia Principe were recognized on our consolidated statements of income (loss). For the period from the acquisition date through December 31, 2024, total revenues and net income attributable to Bahia Principe were insignificant.

Our consolidated balance sheet at December 31, 2024 reflected estimates of the fair value of the assets acquired, liabilities assumed, and noncontrolling interest in the entity based on available information as of the acquisition date. The fair values of intangible assets acquired were estimated using either discounted cash flow models or the relief from royalty method, both of which included revenue projections based on the expected contract terms and long-term growth rates, which are primarily Level Three inputs. The fair value of the noncontrolling interest related to the equity interests in the VIE held by our venture partner was estimated based on 50% of enterprise value of the entity. The remaining assets and liabilities were recorded at their carrying values, which approximated their fair values.

We finalized the fair values of the assets acquired, liabilities assumed, and noncontrolling interest in the entity in the fourth quarter of 2025. Measurement period adjustments recorded on our consolidated balance sheet at December 31, 2025 included a $183 million increase in intangibles, net, a $47 million increase in other long-term liabilities, and a $5 million increase in the noncontrolling interest, all of which resulted in a corresponding $131 million decrease in goodwill. The measurement period adjustments primarily resulted from further evaluation of the contracts entered into upon acquisition and included the recognition of additional intangibles that were separately identifiable from goodwill as well as the related tax impacts that existed at the acquisition date. During the year ended December 31, 2025, we recognized insignificant amortization expense on our consolidated statements of income (loss) that would have been recognized during the year ended December 31, 2024 if the measurement period adjustments would have been made as of the acquisition date.

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The following table summarizes the fair value of the acquired VIE (see Note 4) and other separately identifiable net assets acquired at the acquisition date:

(1) Relates to value added taxes. We recorded an offsetting payable as amounts to be received are due to a third party.

(2) The goodwill is attributable to the growth opportunities we expect to realize by expanding our all-inclusive resort offerings. During the year ended December 31, 2025, we completed the assignment of goodwill to our reporting units (see Note 9). The goodwill, which is not tax deductible, was recorded on our management and franchising segment.

(3) Relates to the Bahia Principe brand name.

(4) Amortized over useful lives of approximately 25 to 31 years, with a weighted-average useful life of approximately 28 years.

(5) Represents an indemnification asset that we expect to collect under contractual agreements for pre-acquisition tax liabilities as discussed below (see Note 10).

(6) Includes $50 million of pre-acquisition tax liabilities, including interest, related to certain foreign filing positions (see Note 13), which are fully indemnified as described above.

During the year ended December 31, 2024, we recognized $11 million of transaction costs, primarily related to regulatory, financial advisory, and legal fees, in transaction and integration costs on our consolidated statements of income (loss).

Alua Portfolio—During the year ended December 31, 2024, we completed an asset acquisition of Alua Atlántico Golf Resort, Alua Tenerife, and AluaSoul Orotava Valley through a locked box structure. The enterprise value of €117 million was subject to customary adjustments related to indebtedness and net working capital as of the locked box date, as well as a value accrual representing the economic value from the locked box date through the acquisition date. At closing, we paid €61 million of cash (approximately $65 million), including $4 million of cash acquired. Assets acquired primarily included $123 million of property and equipment, and liabilities assumed primarily included $53 million of long-term debt (see Note 11).

Standard International—During the year ended December 31, 2024, we acquired 100% of the issued and outstanding equity interests of certain entities collectively doing business as Standard International for $150 million of base consideration, subject to customary adjustments related to working capital, cash, and indebtedness, and up to an additional $185 million of contingent consideration to be paid upon the achievement of certain milestones related to the development of additional hotels and/or potential new hotels identified by the sellers through 2028.

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We closed on the transaction on October 1, 2024 and paid $151 million of cash. Upon acquisition, we recorded a $108 million contingent consideration liability at fair value in other long-term liabilities on our consolidated balance sheet. The fair value was estimated using a Monte Carlo simulation to model the likelihood of achieving the agreed-upon milestones based on available information as of the acquisition date. The valuation methodology included assumptions and judgments regarding the discount rate, estimated probability of achieving the milestones, and expected timing of payments, which are primarily Level Three inputs. Total purchase consideration was determined as follows:

The acquisition included management, franchise, and license agreements for both operating and additional hotels that are expected to open in the future and the affiliated trade names. Following the acquisition date, fee revenues and operating expenses of Standard International were recognized on our consolidated statements of income (loss). For the period from the acquisition date through December 31, 2024, total revenues and net loss attributable to Standard International were $6 million and $5 million, respectively.

Our consolidated balance sheet at December 31, 2024 reflected estimates of the fair value of the assets acquired and liabilities assumed based on available information as of the acquisition date. The fair values of intangible assets acquired were estimated using either discounted cash flow models or the relief from royalty method, both of which included revenue projections based on the expected contract terms and long-term growth rates, which are primarily Level Three inputs. The fair values of performance guarantee liabilities assumed were estimated using Monte Carlo simulations to model the probability of possible outcomes. The valuation methodology included assumptions and judgments regarding discount rates, volatility, and hotel operating results, which are primarily Level Three inputs (see Note 15). The remaining assets and liabilities were recorded at their carrying values, which approximated their fair values.

We finalized the fair values of the assets acquired and liabilities assumed in the third quarter of 2025. Measurement period adjustments recorded on our consolidated balance sheet at December 31, 2025 included a $41 million decrease in intangibles, net, a $2 million increase in long-term contract liabilities, and a $1 million decrease in other long-term liabilities, all of which resulted in a corresponding $42 million increase in goodwill. The measurement period adjustments primarily resulted from the refinement of certain assumptions, including contract terms, renewal periods, and useful lives, which affected the underlying cash flows in the valuation and were based on facts and circumstances that existed at the acquisition date. During the year ended December 31, 2025, we recognized insignificant income on our consolidated statements of income (loss) that would have been recognized during the year ended December 31, 2024 if the measurement period adjustments would have been made as of the acquisition date.

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(1) The goodwill, which is primarily tax deductible and was recorded on our management and franchising segment, is attributable to the growth opportunities we expect to realize by enhancing our lifestyle portfolio and offering immersive brand experiences.

(2) Relates to The Standard, Bunkhouse Hotels, The Manner, and The StandardX brand names.

(3) Amortized over useful lives of approximately 5 to 24 years, with a weighted-average useful life of approximately 17 years.

During the year ended December 31, 2024, we recognized $10 million of transaction costs, primarily related to financial advisory and legal fees, in transaction and integration costs on our consolidated statements of income (loss).

Me and All Hotels—During the year ended December 31, 2024, we acquired the Me and All Hotels brand name from an unrelated third party for approximately $28 million, inclusive of transaction costs. Upon completion of the asset acquisition, we recorded an indefinite-lived brand intangible within intangibles, net on our consolidated balance sheet (see Note 9).

Mr & Mrs Smith—During the year ended December 31, 2023, we acquired 100% of the outstanding shares of Smith Global Limited, doing business as Mr & Mrs Smith, in a business combination through a locked box structure. The enterprise value of £53 million was subject to customary adjustments related to indebtedness and net working capital as of the locked box date, as well as a value accrual representing the economic value from the locked box date through the acquisition date.

We closed on the transaction on June 2, 2023 and paid cash of £58 million (approximately $72 million). Total purchase consideration was determined as follows:

The acquisition included technology related to a boutique and luxury global travel platform, brand name, and relationships with affiliated hotel owners. Following the acquisition date, fee revenues and operating expenses of Mr & Mrs Smith were recognized on our consolidated statements of income (loss). For the period from the acquisition date through December 31, 2023, total revenues and net income attributable to Mr & Mrs Smith were $15 million and $2 million, respectively.

Upon acquisition, we recorded estimates of the fair value of the assets acquired and liabilities assumed based on available information as of the acquisition date. The fair values of intangible assets acquired were estimated using discounted cash flow models, the relief from royalty method, or a cost-based approach. Depending on the valuation method, these estimates included revenue projections based on long-term growth rates, expected attrition, historical cost information, and/or an obsolescence factor, all of which are primarily Level Three inputs. The remaining assets and liabilities were recorded at their carrying values, which approximated their fair values.

We finalized the fair values of the assets acquired and liabilities assumed in the second quarter of 2024, which resulted in insignificant measurement period adjustments.

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(1) The goodwill, which was recorded on the distribution segment, is attributable to the growth opportunities we expect to realize through direct booking access to properties within the Mr & Mrs Smith platform through our distribution channels. Goodwill is not tax deductible.

(2) Relates to the Mr & Mrs Smith brand name.

(3) Amortized over a useful life of 12 years.

(4) Amortized over a useful life of 10 years.

During the year ended December 31, 2023, we recognized $5 million of transaction costs, primarily related to financial advisory and legal fees, in transaction and integration costs on our consolidated statements of income (loss).

Dream Hotel Group—During the year ended December 31, 2023, we acquired 100% of the limited liability company interests of each of Chatwal Hotels & Resorts, LLC, DHG Manager, LLC, and each of the subsidiaries of DHG Manager, LLC (collectively, Dream Hotel Group) for $125 million of base consideration, subject to customary adjustments related to working capital and indebtedness, and up to an additional $175 million of contingent consideration to be paid upon the achievement of certain milestones related to the development of additional hotels and/or potential new hotels previously identified by the sellers.

We closed on the transaction on February 2, 2023 and paid $125 million of cash. Upon acquisition, we recorded a $107 million contingent consideration liability at fair value in other long-term liabilities on our consolidated balance sheet. The fair value was estimated using a Monte Carlo simulation to model the likelihood of achieving the agreed-upon milestones based on available information as of the acquisition date. The valuation methodology included assumptions and judgments regarding the discount rate, estimated probability of achieving the milestones, and expected timing of payments, which are primarily Level Three inputs. Total purchase consideration was determined as follows:

The acquisition included management and license agreements for both operating and additional hotels that are expected to open in the future, primarily across North America, and the affiliated trade names. Following the acquisition date, fee revenues and operating expenses of Dream Hotel Group were recognized on our consolidated statements of income (loss). For the period from the acquisition date through December 31, 2023, total revenues and net income attributable to Dream Hotel Group were $7 million and $4 million, respectively.

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During the year ended December 31, 2023, the fair values of certain assets acquired and liabilities assumed, which were estimated based on available information as of the acquisition date, were finalized. The fair values of intangible assets acquired were estimated using either discounted cash flow models or the relief from royalty method, both of which included revenue projections based on the expected contract terms and long-term growth rates, which are primarily Level Three inputs. The remaining assets and liabilities were recorded at their carrying values, which approximated their fair values. During the measurement period, we recorded adjustments to the intangible assets acquired with a corresponding offset to goodwill as a result of the refinement of certain assumptions, including contract terms and useful lives, which affected the underlying cash flows in the valuation and were based on facts and circumstances that existed at the acquisition date.

(1) The goodwill, which is tax deductible and was recorded on our management and franchising segment, is attributable to the growth opportunities we expect to realize by expanding our lifestyle offerings and providing global travelers with an increased number of elevated hospitality experiences.

(2) Includes intangible assets related to the Dream Hotels, The Chatwal, and Unscripted Hotels brand names. Certain brand names are amortized over useful lives of 20 years.

(3) Amortized over useful lives of approximately 9 to 22 years, with a weighted-average useful life of approximately 17 years.

During the year ended December 31, 2023, we recognized $7 million of transaction costs, primarily related to regulatory, financial advisory, and legal fees, in transaction and integration costs on our consolidated statements of income (loss).

Dispositions

Playa Hotels Portfolio—During the year ended December 31, 2025, we soldone of the properties in the Playa Hotels Portfolio to an unrelated third party for $22 million, net of transaction costs and proration adjustments, and we sold the shares of the entities that own the remaining 14 properties to Tortuga Resorts ("Tortuga") for $1,581 million of cash consideration, net of transaction costs and proration adjustments and $55 million of cash disposed. We accounted for the transactions as asset dispositions. At December 31, 2025, we had $41 million and $14 million recorded in receivables, net and other assets, respectively, on our consolidated balance sheet related to proration adjustments and other amounts to be collected from Tortuga in the future.

As part of total consideration in the Tortuga sale, we may earn up to $143 million of contingent consideration. The variable consideration can be earned within five years following the sale upon the achievement of certain performance-based metrics, with payment contingent on the occurrence of a contractual liquidity event of the parent of the third-party entity that owns the properties. Upon sale, we estimated the variable consideration using an expected value method to be approximately $14 million and recorded a contract asset (see Note 3) within other assets on our consolidated balance sheet. In addition, we received a $200 million preferred equity investment in the parent of the third-party entity that owns the properties. Upon sale, we estimated the fair value of the investment to be approximately $104 million (see Note 4). The expected value of the contingent consideration and fair value of the preferred equity investment were each estimated using a Monte Carlo simulation to model the probability of possible outcomes and included assumptions and judgments, as applicable, regarding discount rates, volatility, expected timing of cash flows, estimated probability of achieving the contractual objectives, and hotel operating results, which are primarily Level Three inputs.

Additionally, we agreed to indemnify Tortuga for obligations the entities may incur as a result of certain tax matters as of the sale date. Upon sale, we accounted for the indemnification as a guarantee. We recorded a $16 million guarantee liability at fair value in other long-term liabilities on our consolidated balance sheet. The fair value of the indemnification was estimated using a probability-based weighting approach to determine the likelihood of payment of the potential tax liabilities. The valuation methodology included assumptions and judgments regarding probability weighting, discount rates, outcomes of tax

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In conjunction with the Tortuga sale, we entered into long-term management agreements for 13 of the 14 properties. The sale resulted in a $34 million pre-tax loss, including the reclassification of $1 million of pension liability losses from accumulated other comprehensive loss (see Note 16), which was recognized in gains (losses) on sales of real estate and other on our consolidated statements of income (loss) during the year ended December 31, 2025. The operating results and financial position of the hotels in the Playa Hotels Portfolio prior to the sale remain within our owned and leased segment. Although we concluded the disposal of these properties does not qualify as discontinued operations, the disposal is considered individually significant. Pre-tax net income attributable to the Playa Hotels Portfolio was $31 million during the year ended December 31, 2025.

Alua Portfolio—During the year ended December 31, 2025, we sold the shares of the entities that own the Alua Portfolio to an unrelated third party through a locked box structure and accounted for the transaction as an asset disposition. At the time of sale, we had €51 million of outstanding debt related to the variable rate mortgage loan on the properties, inclusive of accrued interest, which was assumed by the buyer in conjunction with the sale (see Note 11). We received proceeds of €61 million (approximately $72 million), net of $11 million of cash disposed, based on an enterprise value of €119 million, which was subject to customary adjustments related to indebtedness and net working capital as of the locked box date, as well as a value accrual representing the economic value from the locked box date through the closing date. Upon sale, we entered into long-term management agreements for each of the properties. The sale resulted in a $21 million pre-tax gain, including the reclassification of $7 million of currency translation gains from accumulated other comprehensive loss (see Note 16), which was recognized in gains (losses) on sales of real estate and other on our consolidated statements of income (loss) during the year ended December 31, 2025. The operating results and financial position of these hotels prior to the sale remain within our owned and leased segment.

Hyatt Regency O'Hare Chicago—During the year ended December 31, 2024, we sold Hyatt Regency O'Hare Chicago to an unrelated third party and accounted for the transaction as an asset disposition. We received $11 million of proceeds, net of transaction costs and proration adjustments, issued a $20 million secured financing receivable with a maturity date offive years (see Note 6), and committed to loan up to $45 million for a future renovation. Upon sale, we entered into a long-term franchise agreement for the property. The sale resulted in a $5 million pre-tax loss, which was recognized in gains (losses) on sales of real estate and other on our consolidated statements of income (loss) during the year ended December 31, 2024. The operating results and financial position of this hotel prior to the sale remain within our owned and leased segment.

Hyatt Regency Orlando—During the year ended December 31, 2024, we sold Hyatt Regency Orlando and an adjacent undeveloped land parcel to an unrelated third party. We received $723 million of cash consideration, net of cash disposed, transaction costs, and proration adjustments, and accounted for the transaction as an asset disposition.

In conjunction with the sale, we received a $265 million preferred equity investment in the parent of the third-party entity that owns the property. Upon sale, we estimated the fair value of our preferred equity investment, which is redeemable at our option on various dates starting in 2030, to be approximately $188 million and recorded a HTM debt security within other assets on our consolidated balance sheet (see Note 4). The fair value was estimated using a probability-based discounted cash flow model and included assumptions and judgments regarding the probability weighting, discount rates, and expected timing of payments, which are primarily Level Three inputs.

Additionally, we provided $50 million of seller financing with an initial maturity date offive years for the adjacent undeveloped land parcel. Upon sale, we estimated the fair value of the seller financing to be approximately $34 million and recorded an unsecured financing receivable on our consolidated balance sheet (see Note 6). The fair value was estimated using a discounted cash flow model and included assumptions and judgments regarding the discount rate and expected timing of payments, which are primarily Level Three inputs.

Upon sale, we entered into a long-term management agreement for the property and a development agreement for the adjacent undeveloped land parcel. The sale resulted in a $514 million pre-tax gain, which was recognized ingains (losses) on sales of real estate and other on our consolidated statements of income (loss) during the year ended December 31, 2024. The operating results and financial position of this hotel prior to the sale remain within our owned and leased segment.

During the year ended December 31, 2025, we paid $9 million to the buyer for proration adjustments. The liability was recorded in accrued expenses and other current liabilities on our consolidated balance sheet at December 31, 2024.

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Park Hyatt Zurich—During the year ended December 31, 2024, we sold Park Hyatt Zurich to an unrelated third party and accounted for the transaction as an asset disposition. We received proceeds of CHF 220 million (approximately $244 million), net of transaction costs and proration adjustments, and issued a CHF 41 million (approximately $45 million) secured financing receivable with an initial maturity date offive years (see Note 6). Upon sale, we entered into a long-term management agreement for the property. The sale resulted in a $257 million pre-tax gain, including the reclassification of $6 million of currency translation gains from accumulated other comprehensive loss (see Note 16), which was recognized in gains (losses) on sales of real estate and other on our consolidated statements of income (loss) during the year ended December 31, 2024. The operating results and financial position of this hotel prior to the sale remain within our owned and leased segment.

Hyatt Regency San Antonio Riverwalk—During the year ended December 31, 2024, we sold Hyatt Regency San Antonio Riverwalk to an unrelated third party for $226 million, net of transaction costs and proration adjustments, and accounted for the transaction as an asset disposition. Upon sale, we entered into a long-term management agreement for the property. The sale resulted in a $100 million pre-tax gain, which was recognized in gains (losses) on sales of real estate and other on our consolidated statements of income (loss) during the year ended December 31, 2024. The operating results and financial position of this hotel prior to the sale remain within our owned and leased segment.

Hyatt Regency Green Bay—During the year ended December 31, 2024, we sold Hyatt Regency Green Bay to an unrelated third party for $3 million, net of transaction costs and proration adjustments, and accounted for the transaction as an asset disposition. Upon sale, we entered into a long-term franchise agreement for the property. The sale resulted in a $4 million pre-tax loss, which was recognized in gains (losses) on sales of real estate and other on our consolidated statements of income (loss) during the year ended December 31, 2024. The operating results and financial position of this hotel prior to the sale remain within our owned and leased segment.

Hyatt Regency Aruba Resort Spa and Casino—During the year ended December 31, 2024, we sold the shares of the entities that own Hyatt Regency Aruba Resort Spa and Casino to an unrelated third party and accounted for the transaction as an asset disposition. We received $173 million of proceeds, net of cash disposed, transaction costs, and proration adjustments, and issued a $41 million unsecured financing receivable with an initial maturity date offive years (see Note 6). Upon sale, we entered into a long-term management agreement for the property. The sale resulted in a $172 million pre-tax gain, which was recognized in gains (losses) on sales of real estate and other on our consolidated statements of income (loss) during the year ended December 31, 2024. In connection with the disposition, we recognized a $15 million goodwill impairment charge in asset impairments on our consolidated statements of income (loss) during the year ended December 31, 2024 (see Note 9). The assets disposed represented the entirety of the reporting unit and therefore, no business operations remained to support the related goodwill, which was therefore impaired. The operating results and financial position of this hotel prior to the sale remain within our owned and leased segment.

Destination Residential Management—During the year ended December 31, 2023, we sold our interests in the entities that own the Destination Residential Management business to an unrelated third party for $2 million of base consideration, subject to customary adjustments related to working capital and indebtedness, and up to an additional $48 million of contingent consideration. The contingent consideration was earnable withintwo years following the sale upon the achievement of certain performance-based metrics and the extensions of certain contracts related to the rental programs and/or homeowner associations. Upon sale, we recorded a $28 million contingent consideration receivable at fair value within other assets on our consolidated balance sheet.

The fair value of the contingent consideration receivable was estimated using a Monte Carlo simulation to model the likelihood of achieving the performance-based metrics and a probability-based weighting approach to determine the likelihood of extending certain contracts. The valuation methodology included assumptions and judgments regarding probability weighting, discount rates, operating results, and expected timing of payments, which are primarily Level Three inputs.

The transaction was accounted for as a business disposition, and we recognized a $19 million pre-tax gain in gains (losses) on sales of real estate and other on our consolidated statements of income (loss) during the year ended December 31, 2023. In conjunction with the disposition, we transferred $10 million of cash to the buyer related to advanced deposits. The operating results and financial position of this business prior to the sale remain within our management and franchising segment.

During the years ended December 31, 2025 and December 31, 2024, we recorded decreases of $2 million and $17 million, respectively, in the carrying value of the contingent consideration receivable and recognized the offset in gains (losses) on sales of real estate and other on our consolidated statements of income (loss). We didnot recognize any changes in the carrying value of the contingent consideration receivable during the year ended December 31, 2023.

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8. LEASES

Lessee

A summary of operating lease expenses, net of insignificant sublease income, was as follows:

Total lease expenses related to short-term leases and finance leases were insignificant for each of the years ended December 31, 2025, December 31, 2024, and December 31, 2023.

During the years ended December 31, 2025 and December 31, 2024, certain operating lease ROU assets were included in asset groups deemed not fully recoverable (see Note 5). We recognized $2 million and $5 million of impairment charges during the years ended December 31, 2025 and December 31, 2024, respectively, related to these operating lease ROU assets in asset impairments on our consolidated statements of income (loss) within our owned and leased segment.

Supplemental balance sheet information related to finance leases was as follows:

(1) Finance lease assets are net of $20 million and $18 million of accumulated amortization at December 31, 2025 and December 31, 2024, respectively.

Weighted-average remaining lease terms and discount rates were as follows:

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The maturities of lease liabilities for the next five years and thereafter are as follows:

(1) Operating lease payments have not been reduced by $53 million of future sublease receipts.

Lessor—We lease retail space under operating leases at certain of our owned hotels. Rental payments are primarily fixed with certain variable payments based on a contractual percentage of revenues. Rental income recognized in owned and leased revenues on our consolidated statements of income (loss) was follows:

The future minimum lease receipts scheduled to be received for the next five years and thereafter are as follows:

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9. GOODWILL AND INTANGIBLES, NET

Goodwill

During the year ended December 31, 2025, we implemented organizational changes, and as a result, we reassessed our reporting units and performed interim impairment analyses. During the year ended December 31, 2025, we did not recognize any goodwill impairment charges.

During the year ended December 31, 2024, we recognized $163 million of goodwill impairment charges, of which $148 million was a result of our annual impairment analyses (see Note 2) and $15 million was related to the sale of the shares of the entities that own Hyatt Regency Aruba Resort Spa and Casino (see Note 7). These goodwill impairment charges were recognized in asset impairments on our consolidated statements of income (loss) within our management and franchising, distribution, and owned and leased segments. Through our annual impairment analyses, we determined that the carrying values oftwo of our reporting units were in excess of the fair values. We estimated the fair values of the goodwill allocated to the reporting units using a combination of a discounted cash flow model and the guideline public companies method, which utilized Level Three inputs including projected cash flows, discount rates, and capitalization rates.

During the year ended December 31, 2023, we did not recognize any goodwill impairment charges.

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Intangibles

We estimate amortization expense for definite-lived intangibles for the next five years and thereafter as follows:

The following table summarizes impairment charges recognized in asset impairments on our consolidated statements of income (loss):

For additional information about acquisition and disposition activity impacting goodwill and intangibles, see Note 7.

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10. OTHER ASSETS

11. DEBT

The maturities of our debt, excluding finance lease obligations, unamortized discounts, and unamortized deferred financing fees, for the next five years and thereafter are as follows:

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Senior Notes—Interest on the outstanding Senior Notes is payable semi-annually. We may redeem some or all of the Senior Notes at any time prior to their maturity at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption plus a make-whole amount, if any. 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. A summary of the terms of our outstanding Senior Notes, by year of issuance, is as follows:

•In 2016, we issued $400 million of 4.850% senior notes due 2026 at an issue price of 99.920% (the "2026 Notes").

•In 2018, we issued $400 million of 4.375% senior notes due 2028 at an issue price of 99.866%.

•In 2020, we issued $450 million of 5.375% senior notes due 2025 (the "2025 Notes") and $450 million of 5.750% senior notes due 2030 (the "2030 Notes").

•In 2021, we issued $700 million of 1.300% senior notes due 2023 at an issue price of 99.941% (the "2023 Notes") and $750 million of 1.800% senior notes due 2024 at an issue price of 99.994% (the "2024 Notes").

•In 2023, we issued $600 million of 5.750% senior notes due 2027 at an issue price of 99.975%. We received $596 million of net proceeds from the sale, after deducting $4 million of underwriting discounts and other offering expenses. We used the net proceeds from the senior notes issuance, together with cash on hand, to repay the outstanding balance on the 2023 Notes, as described below.

•In 2024, we issued an aggregate $600 million of 5.250% senior notes due 2029 at an aggregate issue price of 99.693% (the "2029 Notes"), $450 million of 5.375% senior notes due 2031 at an issue price of 99.745% (the "2031 Notes"), and $350 million of 5.500% senior notes due 2034 at an issue price of 98.860% (the "2034 Notes"). We received $1,380 million of net proceeds, after deducting $20 million of underwriting discounts and other offering expenses. We used the net proceeds from a portion of the 2029 Notes and the 2034 Notes to repay the outstanding balance on the 2024 Notes, as described below. We temporarily invested the net proceeds from the remaining portion of the 2029 Notes and 2031 Notes in marketable securities (see Note 4), and we used the net proceeds to repay the outstanding balance on the 2025 Notes, as described below.

•In 2025, we issued $500 million of 5.050% senior notes due 2028 at an issue price of 99.905% (the "5.050% 2028 Notes"), $500 million of 5.750% senior notes due 2032 at an issue price of 99.936% (the "2032 Notes"), and $400 million of 5.400% senior notes due 2035 at an issue price of 99.958% (the "2035 Notes"). We received $1,386 million of net proceeds, after deducting $14 million of underwriting discounts and other offering expenses. We used the net proceeds from the 5.050% 2028 Notes and the 2032 Notes to fund a portion of the purchase consideration for the Playa Hotels Acquisition (see Note 7). We used the net proceeds from the 2035 Notes to redeem the outstanding balance on the 2026 Notes, as described below.

Senior Notes Redemptions, Repayments, and Repurchases—During the year ended December 31, 2025, we repaid the 2025 Notes, of which there was $450 million outstanding, at maturity for $460 million, inclusive of $10 million of accrued interest. Additionally, we redeemed the 2026 Notes, of which there was $400 million of aggregate principal outstanding, at a redemption price of $405 million, which included principal and $5 million of accrued interest.

During the year ended December 31, 2024, we repaid the 2024 Notes, of which there was $746 million outstanding, at maturity for $753 million, inclusive of $7 million of accrued interest.

During the year ended December 31, 2023, we repaid the 2023 Notes, of which there was $638 million outstanding, at maturity for $642 million, inclusive of $4 million of accrued interest. Additionally, we repurchased $18 million of principal on the 2023 Notes in the open market.

Variable Rate Term Loan—During the year ended December 31, 2024, we entered into a credit agreement with Bank of America to correspond with the total amount of the secured financing receivable we issued to the buyer in conjunction with the sale of Park Hyatt Zurich (see Note 7) for a CHF 41 million variable rate term loan, which matures in 2029.

Floating Average Rate Loan—During the year ended December 31, 2012, we obtained a secured construction loan with Banco Nacional de Desenvolvimento Econômico e Social - BNDES in order to develop Grand Hyatt Rio de Janeiro. The loan was split into four separate sub-loans. Sub-loans (a) and (b) mature in 2031 and bear interest at the Brazilian Long Term Interest Rate ("TJLP") plus 2.02%, and when the TJLP rate exceeds 6%, the amount corresponding to the TJLP portion above 6% is required to be capitalized daily. Sub-loans (c) and (d) matured during the year ended December 31, 2023. At December 31, 2025, the weighted-average interest rates for the sub-loans we have drawn upon is 8.02%.

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Variable Rate Mortgage Loan—During the year ended December 31, 2024, we assumed a €50 million secured variable rate mortgage loan maturing in 2031 through a facility agreement with Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") in conjunction with the acquisition of the Alua Portfolio (see Note 7). Additionally, we assumed €38 million of interest rate swaps with BBVA that expire in 2029 and reduced our exposure to fluctuations in the Euro Interbank Offered Rate.

During the year ended December 31, 2025, the loan and interest rate swaps were assumed by the buyer in conjunction with the sale of the shares of the entities that own the Alua Portfolio (see Note 7). At the time of sale, there was $60 million outstanding on the loan, inclusive of accrued interest, and the fair value of the interest rate swaps was insignificant.

Playa Hotels Term Loan Repayment—During the year ended December 31, 2025, in conjunction with the Playa Hotels Acquisition, we repaid the outstanding balance of an assumed term loan for $1,078 million, inclusive of $3 million of accrued interest, on the acquisition date (see Note 7).

Delayed Draw Term Loan Facility—During the year ended December 31, 2025, we entered into a credit agreement with a syndicate of lenders for a $1,700 million delayed draw term loan facility and borrowed $1,700 million (the "DDTL Loans"). We received $1,694 million of proceeds, net of $6 million of issuance costs, which we used to finance the Playa Hotels Acquisition (see Note 7), repay certain indebtedness of Playa Hotels and its subsidiaries as described above, and pay related fees and expenses. During the year ended December 31, 2025, we repaid the outstanding $1,700 million of DDTL Loans in conjunction with the sale of the shares of the entities that own the Alua Portfolio (see Note 7) and the sale of the Playa Hotels Portfolio (see Note 7) and recognized a $5 million loss on extinguishment in other income (loss), net on our consolidated statements of income (loss) related to the unamortized deferred financing fees (see Note 21). Upon final repayment, the DDTL Facility was terminated.

Revolving Credit Facility—During the year ended December 31, 2025, we entered into a credit agreement with a syndicate of lenders that provides for a $1.5 billion senior unsecured 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 revolving credit facility provides for the making of revolving loans to us in U.S. dollars and, subject to a sublimit of $250 million, certain other currencies, and the issuance of up to $300 million of letters of credit for our own account or for the account of our subsidiaries. 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. We may prepay any outstanding aggregate principal amount, in whole or in part, at any time, subject to customary breakage costs and upon proper notice. The credit agreement contains customary affirmative, negative, and financial covenants; representations and warranties; and default provisions.

During both the years ended December 31, 2025 and December 31, 2024, we hadno borrowings or repayments on our revolving credit facility or prior revolving credit facility. At both December 31, 2025 and December 31, 2024, we hadno balance outstanding. At December 31, 2025, we had $1,497 million of borrowing capacity available under our revolving credit facility, net of letters of credit outstanding (see Note 15).

Fair Value—We estimated the fair value of debt, which consists of our Senior Notes and other long-term debt, excluding finance leases. Our Senior Notes are classified as Level Two in the fair value hierarchy due to the use and weighting of multiple market inputs in the final price of the security. We estimated the fair value of other debt instruments using a discounted cash flow analysis based on current market inputs for similar types of arrangements. Based on the lack of available market data, we have classified our other debt instruments and revolving credit facility, if applicable, as Level Three in the fair value hierarchy.

(1) Excludes $3 million of finance lease obligations and $34 million of unamortized discounts and deferred financing fees.

(2) Excludes $4 million of finance lease obligations and $27 million of unamortized discounts and deferred financing fees.

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12. EMPLOYEE BENEFIT PLANS

Defined Benefit Plans—We sponsor supplemental executive retirement plans consisting of funded and unfunded defined benefit plans for certain former executives. Retirement benefits are based primarily on the former employees' salary and are payable upon satisfaction of certain service and age requirements, as defined by the plans. At both December 31, 2025 and December 31, 2024, the accumulated benefit obligation related to the unfunded U.S. plan was $14 million, of which $13 million was recorded in other long-term liabilities on our consolidated balance sheets (see Note 13). At December 31, 2025, we expect $1 million of benefits to be paid annually over the next 10 years.

Defined Contribution Plans—We provide retirement benefits to certain eligible employees under the Retirement Savings Plan (a qualified plan under Internal Revenue Code Section 401(k)), the FRP, and other similar plans. During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, we recognized $50 million, $48 million, and $43 million, respectively, of expenses related to the Retirement Savings Plan based on a percentage of eligible employee contributions on stipulated amounts. The majority of these expenses relate to employees at our managed hotels and other employees whose payroll is reimbursed, and therefore, the expenses have been, and will continue to be, reimbursed by our third-party owners and are recognized in revenues for reimbursed costs and reimbursed costs on our consolidated statements of income (loss).

Deferred Compensation Plans—We provide nonqualified deferred compensation for certain employees. Contributions and investment elections are determined by the employees, and we provide contributions to certain eligible employees according to pre-established formulas. The DCP is fully funded through a rabbi trust, and therefore changes in the underlying securities impact the deferred compensation liability, which is recorded in other long-term liabilities (see Note 13), and the corresponding marketable securities, which are recorded in other assets (see Note 10), on our consolidated balance sheets.

Employee Stock Purchase Program—We provide the ESPP, which is intended to qualify under Section 423 of the Internal Revenue Code. The ESPP provides eligible employees the opportunity to purchase shares of our Class A common stock on a quarterly basis through payroll deductions at a price equal to 95% of the fair value on the last trading day of each quarter. We issued 64,777,53,366, and 61,977 shares under the ESPP during the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively.

Foreign Labor Liabilities—We provide post-employment benefits to certain eligible employees primarily in Mexico based on their seniority and the nature and timing of their departure, as required by labor laws. At December 31, 2025 and December 31, 2024, we had $10 million and $7 million, respectively, of total liabilities related to the benefits, which included $7 million and $6 million, respectively, recorded in other long-term liabilities (see Note 13) and $3 million and $1 million, respectively, recorded in accrued expenses and other current liabilities on our consolidated balance sheets.

13. OTHER LONG-TERM LIABILITIES

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14. TAXES

Our tax provision includes federal, state, and foreign income taxes.

The provision for income taxes was comprised of the following:

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The following tables reconcile the statutory federal income tax rate to the effective tax rate:

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During the year ended December 31, 2025, significant items affecting the effective tax rate included the impact of tax contingencies, a non-cash tax adjustment related to deferred tax assets, and foreign operations relative to income before income taxes.

During the year ended December 31, 2024, significant items affecting the effective tax rate included the benefit of gains on the sale of the shares of the entities that own Hyatt Regency Aruba Resort Spa and Casino and the UVC Transaction that carry a low effective tax rate and a non-cash tax benefit as a result of the release of a valuation allowance on certain foreign deferred tax assets. These benefits were partially offset by the impact of foreign operations, tax contingencies, and state income taxes. Further, during the year ended December 31, 2024, we purchased $69 million of investment tax credits from a third party, and we recognized a $4 million benefit as a reduction to the provision for income taxes.

During the year ended December 31, 2023, significant items affecting the effective tax rate included the rate differential on foreign operations and the impact of tax contingencies. These expenses were partially offset by a non-cash tax benefit from the foreign asset restructuring undertaken related to the ALG integration and the release of a valuation allowance on U.S. federal and state deferred tax assets.

On July 4, 2025, U.S. legislation that modifies key business tax provisions was enacted, beginning as early as tax years ending after December 31, 2024, with certain provision effective for tax years ending after December 31, 2025. The legislation did not have a material impact on our consolidated financial statements for the year ended December 31, 2025.

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The components of the net deferred tax assets and deferred tax liabilities were comprised of the following:

During the year ended December 31, 2025, significant changes to our deferred tax assets included a $59 million increase in foreign net operating losses, primarily driven by the Playa Hotels Acquisition. This increase was offset by an increase in the valuation allowance. Additionally, the deferred tax asset related to the loyalty program increased $49 million as a result of changes in deferred revenue related to the loyalty program. Significant changes to our deferred tax liabilities during the year ended December 31, 2025 included a $74 million increase in intangibles primarily related to book basis in excess of tax basis as a result of the Bahia Principe Transaction. This increase was offset by a decrease in deferred tax liabilities related to property and equipment and investments.

At December 31, 2025, we had $191 million of deferred tax assets for future tax benefits related to federal, state, and foreign net operating losses and $1 million of benefits related to federal and state credits. Of these deferred tax assets, $53 million related to net operating losses and federal and state credits that expire in 2026 through 2045 and $139 million related to federal, state, and foreign net operating losses that have no expiration date and may be carried forward indefinitely. A $145 million valuation allowance was recorded on deferred tax assets that we do not believe are more likely than not to be realized.

Any potential taxes due with respect to undistributed earnings or the excess of book basis over tax basis of our foreign investments would generally be limited to an insignificant amount of foreign withholding and/or U.S. state income taxes. We continue to assert that undistributed net earnings with respect to certain foreign subsidiaries that have not previously been taxed in the U.S. are indefinitely reinvested.

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At December 31, 2025, December 31, 2024, and December 31, 2023, total unrecognized tax benefits recorded in other long-term liabilities on our consolidated balance sheets were $503 million, $366 million, and $301 million, of which $244 million, $137 million, and $120 million, respectively, would impact the effective tax rate, if recognized.

A reconciliation of unrecognized tax benefits is as follows:

In 2025, the $137 million net increase in uncertain tax positions was primarily related to the Playa Hotels Acquisition and an accrual for the U.S. treatment of the loyalty program.

In 2024, the $65 million net increase in uncertain tax positions was primarily related to an accrual for the U.S. treatment of the loyalty program. The increase in prior-period tax positions included a $38 million increase related to foreign tax filing positions recorded as part of the Bahia Principe Transaction partially offset by a $32 million reduction related to foreign tax filing positions as a result of the UVC Transaction.

In 2023, the $48 million net increase in uncertain tax positions was primarily related to foreign tax filing positions and an accrual for the U.S. treatment of the loyalty program.

We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Total gross accrued interest and penalties were $138 million, $103 million, and $133 million at December 31, 2025, December 31, 2024, and December 31, 2023, respectively. The amount of interest and penalties recognized as a component of income tax expense during the years ended December 31, 2025, December 31, 2024, and December 31, 2023 was $40 million, $42 million, and $23 million, respectively. The interest and penalties were primarily related to interest accrued on the U.S. treatment of the loyalty program and foreign tax matters.

We are subject to audits by federal, state, and foreign tax authorities. U.S. tax years 2021 through 2023 are currently under field exam. U.S. tax years 2009 through 2011 have been subject to a U.S. Tax Court case concerning the tax treatment of the loyalty program in which the IRS is asserting that loyalty program contributions are taxable income to the Company. U.S. tax years 2012 through 2020 are pending the outcome of the Seventh Circuit Court of Appeals, as discussed below.

The Tax Court issued an opinion on October 2, 2023 related to the aforementioned case and determined that the Company must recognize approximately $12 million in net taxable income for the tax years 2009 through 2011, but that the Company need not recognize approximately $228 million in net taxable income related to tax years that preceded 2009. The Tax Court entered its decision on September 13, 2024. The Company filed a Notice of Appeal to the U.S. Court of Appeals on December 9, 2024. The Company presented oral arguments before the Seventh Circuit Court of Appeals on September 16, 2025 challenging the rulings in the Tax Court's decision that were not held in the Company's favor. The timing of the appellate court's decision remains uncertain. If the Tax Court's opinion is upheld on appeal, the estimated income tax payment due for the years 2012 through 2025 would be $333 million, including $62 million of estimated interest, net of federal benefit. We believe we have an adequate uncertain tax liability recorded for this matter and believe that the ultimate outcome of this matter will not have a material effect on our consolidated financial position, results of operations, or liquidity.

Through a prior acquisition, we assumed an assessment of additional corporate income tax from the Mexican tax authorities, which was in the process of being appealed, primarily related to disallowed deductions taken on historical tax returns. Our request for appeal to a higher court for one of the tax years was denied on May 15, 2024, and the assessment was finalized. At December 31, 2025 and December 31, 2024, we had $21 million and $18 million, respectively, of tax liabilities recorded in other long-term liabilities on our consolidated balance sheets in connection with this matter. Our filing position for the additional tax years and matters assessed is more likely than not to be sustained. As the tax benefit more likely than not to be realized upon settlement is zero, we had $16 million and $13 million of uncertain tax liabilities recorded at December 31, 2025 and December 31, 2024, respectively, in other long-term liabilities on our consolidated balance sheets.

Further, the Mexican tax authorities disallowed credits taken on historical tax returns and applied value added taxes to certain transactions. We have not recorded a liability associated with the additional value added tax as we do not believe a loss is probable. At December 31, 2025, our maximum exposure is not expected to exceed $14 million.

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During the year ended December 31, 2018, we received a notice from the Indian tax authorities assessing additional service tax on our operations in India. We appealed this decision and do not believe a loss is probable, and therefore, we have not recorded a liability in connection with this matter. At December 31, 2025, our maximum exposure is not expected to exceed $21 million, including $15 million of estimated penalties and interest.

We have several state audits pending, including in Illinois and New York. State income tax returns are generally subject to examination for a period of three to five years after filing of the return. However, the state impact of any federal changes remains subject to examination by various states for a period generally up to one year after formal notification to the states of the federal changes. We also have several foreign audits pending in Mexico and other foreign jurisdictions. The statutes of limitations for the foreign jurisdictions ranges from three to ten years after filing the applicable tax return.

15. COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we enter into various commitments, guarantees, surety and other bonds, and letter of credit agreements.

Commitments—At December 31, 2025, we are committed, under certain conditions, to lend, provide certain consideration to, or invest in various business ventures up to $687 million, net of any related letters of credit.

Performance Guarantees and Performance Cure Payments—Certain of our contractual agreements with third-party owners require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels. Except as described below, at December 31, 2025, our performance guarantees had $132 million of remaining maximum exposure and expire between 2027 and 2042.

Through acquisitions, we acquired certain management and hotel services agreements with performance guarantees based on annual performance levels and with expiration dates between 2027 and 2045. Contract terms within certain management and hotel services agreements limit our exposure, and therefore, we are unable to reasonably estimate our maximum potential future payments.

At December 31, 2025 and December 31, 2024, we had $114 million and $113 million, respectively, of total performance guarantee liabilities, which included $95 million and $104 million, respectively, recorded in other long-term liabilities and $19 million and $9 million, respectively, recorded in accrued expenses and other current liabilities on our consolidated balance sheets.

Additionally, we enter into certain management and hotel services agreements where we have the right, but not an obligation, to make payments to certain third-party owners if their hotels do not achieve specified levels of operating profit. If we choose not to fund the shortfall, the hotel owner has the option to terminate the contract. At December 31, 2025 and December 31, 2024, we had $4 million andno amount, respectively, recorded in accrued expenses and other current liabilities on our consolidated balance sheets related to these performance cure payments.

Debt Repayment Guarantees—We enter into various debt repayment guarantees, as summarized below, in order to assist third-party owners, franchisees, and unconsolidated hospitality ventures in obtaining third-party financing or to obtain more favorable borrowing terms.

(1) Our maximum exposure is generally based on a specified percentage of the total principal due upon borrower default.

(2) We have agreements with our unconsolidated hospitality venture partners or the respective third-party owners or franchisees to recover certain amounts funded under the debt repayment guarantee; the recoverability mechanism may be in the form of cash or HTM debt security.

(3) Certain underlying debt agreements have extension periods which are not reflected in the year of guarantee expiration.

(4) Certain agreements give us the ability to assume control of the property if defined funding thresholds are met or if certain events occur.

At December 31, 2025, we are not aware, nor have we received any notification, that our third-party owners, franchisees, or unconsolidated hospitality ventures are not current on their debt service obligations where we have provided a debt repayment guarantee.

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Other Guarantees—We may be obligated to fund up to $149 million and $45 million related to certain guarantees as a result of the UVC Transaction and the Tortuga sale, respectively (see Note 4 and Note 7). At December 31, 2025 and December 31, 2024, we had $63 million and $67 million, respectively, of guarantee liabilities recorded in other long-term liabilities on our consolidated balance sheets associated with these guarantees.

Guarantee Liabilities Fair Value—We estimated the fair value of our guarantees to be approximately $180 million and $213 million at December 31, 2025 and December 31, 2024, respectively. Based on the lack of available market data, we have classified our guarantees as Level Three in the fair value hierarchy.

Contingent Consideration Fair Value—As part of acquisitions, we have entered into various contingent consideration arrangements. At December 31, 2025, we had $355 million of potential future consideration remaining under these arrangements. However, we are unable to reasonably estimate our maximum potential future consideration remaining related to the Bahia Principe Transaction (see Note 7).

At December 31, 2025 and December 31, 2024, we had $177 million and $214 million, respectively, recorded in other long-term liabilities, and $3 million recorded at both reporting dates in accrued expenses and other current liabilities on our consolidated balance sheets related to contingent consideration. Our contingent consideration liabilities are remeasured at fair value on a recurring basis and are classified as Level Three in the fair value hierarchy. Changes in fair value were recognized in other income (loss), net on our consolidated statements of income (loss).

The following table summarizes the activity in our contingent consideration liabilities:

Insurance—We obtain insurance for potential losses from general liability, property, automobile, aviation, environmental, workers' compensation, employment practices, crime, cyber, and other miscellaneous risks. A portion of these risks is retained through a U.S.-based and licensed captive insurance company that is a wholly owned subsidiary of Hyatt and generally insures our deductibles and retentions. Reserve requirements are established based on actuarial projections of ultimate losses. Reserves for losses in our captive insurance company to be paid within 12 months were $55 million and $46 million at December 31, 2025 and December 31, 2024, respectively, and were recorded in accrued expenses and other current liabilities on our consolidated balance sheets. Reserves for losses in our captive insurance company to be paid in future periods were $91 million and $83 million at December 31, 2025 and December 31, 2024, respectively, and were recorded in other long-term liabilities on our consolidated balance sheets(see Note 13).

Collective Bargaining Agreements—At December 31, 2025, approximately 22% of our U.S.-based employees were covered by various collective bargaining agreements, generally providing for basic pay rates, working hours, other conditions of employment, and orderly settlement of labor disputes. Certain employees are covered by union-sponsored, multi-employer pension and health plans pursuant to agreements between various unions and us. Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe our employee relations are good.

Surety and Other Bonds—Surety and other bonds issued on our behalf were $120 million at December 31, 2025 and primarily relate to our insurance programs, customer deposits associated with ALG Vacations, taxes, licenses, liens, and utilities for certain managed and franchised hotels.

Letters of Credit—Letters of credit outstanding on our behalf at December 31, 2025 were $121 million, which primarily relate to our ongoing operations, collateral for customer deposits associated with ALG Vacations, collateral for estimated insurance claims, and securitization of our performance under a certain debt repayment guarantee, which is only called on if the borrower defaults on its obligations. Of the letters of credit outstanding, $3 million reduces the available capacity under our revolving credit facility (see Note 11).

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Capital Expenditures—As part of our ongoing business operations, expenditures are required to complete renovation projects that have been approved.

Other—We act as general partner of various partnerships owning hotel properties that are subject to mortgage indebtedness. These mortgage agreements generally limit the lender's recourse to security interests in assets financed and/or other assets of the partnership(s) and/or the general partner(s) thereof.

In conjunction with financing obtained for our unconsolidated hospitality ventures and certain managed or franchised properties, we may provide standard indemnifications to the lender for loss, liability, or damage occurring as a result of our actions, actions of the other unconsolidated hospitality venture partners, or actions by the respective third-party owners or franchisees.

As a result of certain dispositions, we have agreed to provide customary indemnifications to third-party purchasers for certain liabilities incurred prior to sale and for breach of certain representations and warranties made during the sales process, such as representations of valid title, authority, and environmental issues that may not be limited by a contractual monetary amount. These indemnification agreements survive until the applicable statutes of limitation expire or until the agreed-upon contract terms expire.

We are subject to various claims and contingencies arising in the normal course of business, which are primarily related to lawsuits and taxes (see Note 14), as well as commitments under contractual obligations. Many of these claims are covered under our current insurance programs, subject to deductibles. We record a liability when the loss is probable and reasonably estimable, and if the loss is recoverable from third parties, we record a receivable when the realization of the claim is probable. Based on information currently available, we do not expect the ultimate resolution of such claims and litigation to have a material effect on our consolidated financial statements.

During the year ended December 31, 2024, the Missouri Court of Appeals issued an opinion affirming a previous verdict awarding damages to a guest atone of our managed hotels, and on May 8, 2025, we reached a settlement with the plaintiff. At December 31, 2024, we recorded an estimated liability in accrued expenses and other current liabilities with an offsetting receivable from insurance recorded in receivables, net on our consolidated balance sheet. At December 31, 2025, we had no remaining amounts recorded on our consolidated balance sheet andno remaining exposure related to this matter.

16. STOCKHOLDERS' EQUITY AND COMPREHENSIVE LOSS

Common Stock—At December 31, 2025, Pritzker family business interests beneficially owned, in the aggregate, approximately 95.7% of our Class B common stock and approximately 1.9% of our Class A common stock, representing approximately 54.6% of the outstanding shares of our common stock and approximately 88.9% of the total voting power of our outstanding common stock. As a result, consistent with the voting agreements contained in the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement, Pritzker family business interests are able to exert a significant degree of influence or actual control over our management and affairs and over matters requiring stockholder approval, including the election of directors and other significant corporate transactions. While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval. Because of our dual class ownership structure, Pritzker family business interests will continue to exert a significant degree of influence or actual control over matters requiring stockholder approval, even if they own less than 50% of the outstanding shares of our common stock. Pursuant to the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement, the Pritzker family business interests have agreed to certain voting agreements and to certain limitations with respect to the sale of shares of our common stock. In addition, other stockholders beneficially own, in the aggregate, approximately 4.3% of our outstanding Class B common stock representing approximately 2.4% of the outstanding shares of our common stock and approximately 4.0% of the total voting power of our outstanding common stock. Pursuant to the 2007 Stockholders' Agreement, these entities have also agreed to certain voting agreements and to certain limitations with respect to the sale of shares of our common stock.

Share Repurchases—On December 18, 2019, May 10, 2023, and May 8, 2024, our board of directors authorized repurchases of up to $750 million, $1,055 million, and $1,000 million, respectively, of our common stock. These repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an ASR transaction, at prices we deem appropriate and subject to market conditions, applicable law, and other factors deemed relevant in our sole discretion. The common stock repurchase program applies to our Class A and Class B common stock. 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.

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The shares of Class A common stock repurchased in the open market were retired and returned to the status of authorized and unissued shares, while the shares of Class B common stock repurchased were retired and the total number of authorized Class B shares was reduced by the number of shares returned (see Note 18). At December 31, 2025, we had approximately $678 million remaining under the total share repurchase authorization.

Dividends—The following tables summarize dividends declared to Class A and Class B stockholders of record:

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Accumulated Other Comprehensive Loss—The components of accumulated other comprehensive loss, net of tax impacts, were as follows:

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17. STOCK-BASED COMPENSATION

Compensation expense and unearned compensation presented below exclude amounts related to employees of our managed hotels and other employees whose payroll is reimbursed, as these expenses have been, and will continue to be, reimbursed by our third-party owners and are recognized in revenues for reimbursed costs and reimbursed costs on our consolidated statements of income (loss). Stock-based compensation expense recognized in general and administrative expenses, owned and leased expenses, distribution expenses, and transaction and integration costs on our consolidated statements of income (loss) related to our awards was as follows:

The income tax benefit recognized at the time of vest related to our awards was as follows:

SARs—A summary of SAR activity is presented below:

The weighted-average grant date fair value for the awards granted in 2025, 2024, and 2023 was $53.17, $68.77, and $48.54, respectively.

The fair value of each SAR was estimated on the grant date using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions:

Due to a lack of historical exercise activity, the expected life was estimated based on the midpoint between the vesting period and the contractual life of each SAR. The risk-free interest rate was based on U.S. Treasury instruments with similar expected life. We calculate volatility using our trading history over a time period consistent with our expected term assumption. The dividend yield assumption is based on the expected annualized dividend payment at the grant date.

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During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, the intrinsic value of exercised SARs was $5 million, $85 million, and $47 million, respectively. The total intrinsic value of SARs outstanding at December 31, 2025 was $277 million, and the total intrinsic value for exercisable SARs at December 31, 2025 was $253 million.

RSUs—A summary of the status of the nonvested RSU awards outstanding under the LTIP, including certain RSUs with a performance component, is presented below:

The weighted-average grant date fair value for the awards granted in 2025, 2024, and 2023 was $126.30, $156.75, and $111.26, respectively. The liability and related expense for granted cash-settled RSUs were insignificant at and for the year ended December 31, 2025. The fair value of RSUs vested during the years ended December 31, 2025, December 31, 2024, and December 31, 2023 was $47 million, $49 million, and $55 million, respectively.

At December 31, 2025, the total intrinsic value of nonvested RSUs was $153 million.

PSUs—A summary of the status of the nonvested PSU awards outstanding under the LTIP is presented below:

The weighted-average grant date fair value for the awards granted in 2025, 2024, and 2023 was $144.84, $159.69, and $120.64, respectively. During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, $21 million, $27 million, andno amount, respectively, of PSUs vested.

At December 31, 2025, the total intrinsic value of nonvested PSUs was $71 million, if target performance is achieved.

Unearned Compensation—Our total unearned compensation for our stock-based compensation programs at December 31, 2025 was $3 million for SARs, $39 million for RSUs, and $16 million for PSUs, which will be recognized in general and administrative expenses, owned and leased expenses, distribution expenses, and transaction and integration costs on our consolidated statements of income (loss) over a weighted-average period ofthree years with respect to SARs, two years with respect to RSUs, andone year with respect to PSUs. In conjunction with the continued integration of Playa Hotels, certain RSUs included in unearned compensation above may be reimbursed by our third-party owners, and therefore, compensation expense for these employees will be recognized in revenues for reimbursed costs and reimbursed costs on our consolidated statements of income (loss).

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Playa Hotels Acquisition Continuing Awards—During the year ended December 31, 2025, in conjunction with the Playa Hotels Acquisition (see Note 7), we assumed the Continuing Awards that were previously granted to continuing employees under the Playa Hotels Plan and converted each award into RSUs (the "Assumed Awards"). The number of shares issued for the Assumed Awards was based on the number of ordinary shares subject to such Continuing Award immediately prior to the closing of the Playa Hotels Acquisition multiplied by the applicable exchange ratio. Vesting for awards eligible to vest based on performance goals was determined based on relevant provisions in underlying award agreements, with such vesting occurring either (i) as though the greater of target performance or actual performance had been achieved or (ii) as though target performance had been achieved, except that, all such awards granted during 2024 vested at the applicable maximum performance level. The Assumed Awards continue to be governed by the terms of the Playa Hotels Plan and are subject to the same vesting and other terms and conditions as were applicable to the corresponding Continuing Awards, except that if the holder of an Assumed Award is terminated without "cause" or terminates employment for "good reason" within 12 to 24 months, as applicable for specified holders, following the closing of the Playa Hotels Acquisition, such holder's Assumed Awards will vest in full, subject to execution of a release.

18. RELATED-PARTY TRANSACTIONS

In addition to those included elsewhere in the Notes to our consolidated financial statements, related-party transactions entered into by us are summarized as follows:

Legal Services—A partner in a law firm that provided services to us throughout 2025, 2024, and 2023 is the brother-in-law of our Executive Chairman. During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, we incurred $27 million, $23 million, and $15 million, respectively, of legal fees with this firm. At December 31, 2025 and December 31, 2024, we had $1 million and $2 million, respectively, due to the law firm.

Equity Method Investments—We have equity method investments in entities that own, operate, manage, or franchise properties or other hospitality-related businesses for which we receive management, franchise, license, or royalty fees. During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, we recognized $93 million, $83 million, and $23 million, respectively, of gross fee revenues. In addition, in some cases we provide loans or guarantees to these entities (see Note 4, Note 6, and Note 15). During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, we recognized an insignificant amount, $2 million, and $6 million, respectively, of income related to these guarantees. At December 31, 2025 and December 31, 2024, we had $168 million and $112 million, respectively, due from these entities, net of allowances, inclusive of $44 million and $67 million, respectively, recorded in receivables, net and $124 million and $45 million, respectively, recorded in financing receivables, net on our consolidated balance sheets. During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, we recognized $8 million, $5 million, and $3 million, respectively, of interest income related to these receivables. Our ownership interest in these unconsolidated hospitality ventures varies from 20% to 50%.

In addition to the above fees, we provide system-wide services on behalf of owners of managed and franchised properties and administer the loyalty program for the benefit of Hyatt's portfolio of properties. These expenses have been, and will continue to be, reimbursed by our third-party owners and franchisees and are recognized in revenues for reimbursed costs and reimbursed costs on our consolidated statements of income (loss).

Class B Share Conversion—During the years ended December 31, 2025, December 31, 2024, and December 31, 2023,388,106 shares,1,596,064 shares, and 160,626 shares, respectively, of Class B common stock were converted on a share-for-share basis into shares of Class A common stock, $0.01 par value per share. The shares of Class B common stock that were converted into shares of Class A common stock have been retired, thereby reducing the shares of Class B common stock authorized and outstanding.

Class B Share Repurchase—During the year ended December 31, 2024, we repurchased 3,629,480 shares of Class B common stock at a weighted-average price of $154.66 per share, for an aggregate purchase price of approximately $561 million. The shares of Class B common stock were repurchased in privately negotiated transactions from a limited liability company owned directly and indirectly by trusts for the benefit of certain Pritzker family members and a private foundation affiliated with certain Pritzker family members, and were retired, thereby reducing the shares of Class B common stock authorized and outstanding by the repurchased share amount.

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19. SEGMENT AND GEOGRAPHIC INFORMATION

Our reportable segments are components of the business which are managed discretely and for which discrete financial information is reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. Our CODM is our President and Chief Executive Officer. We define our operating and reportable segments as follows:

•Management and franchising—This segment derives its earnings primarily from 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. Intersegment revenues relate to management and franchise fees earned from our owned and leased hotels and commission fees earned from certain ALG Vacations bookings, both of which are eliminated in consolidation. Additionally, we recognize revenues for reimbursed costs in this segment primarily related 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 of managed and franchised properties.

•Owned and leased—This segment derives its earnings from owned and leased hotel properties located predominantly in the Americas, but also in certain other international locations, and for purposes of segment Adjusted EBITDA, includes our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA, primarily based on our ownership percentage of each venture. Adjusted EBITDA includes intercompany management and franchise fee expenses paid to our management and franchising segment, which are eliminated in consolidation. Intersegment revenues relate to free night award redemptions earned by our owned and leased hotels related to our co-branded credit card programs and are eliminated in consolidation.

•Distribution—This segment derives its earnings from distribution and destination management services offered through ALG Vacations and the boutique and luxury global travel platform offered through Mr & Mrs Smith. Prior to the UVC Transaction, this segment also included earnings from a paid membership program offering benefits exclusively at certain all-inclusive resorts primarily in Latin America and the Caribbean. Adjusted EBITDA includes intercompany commission fee expenses paid to our management and franchising segment, which are eliminated in consolidation.

Within overhead, we include unallocated corporate expenses.

Our CODM evaluates performance based on segment revenues and Adjusted EBITDA. Our CODM uses these measures to evaluate trends and assess segment operating performance as compared to our prior-period and forecasted results as well as our industry and competitors in order to determine how to allocate resources to each segment. Significant segment expenses include Adjusted general and administrative expenses, owned and leased expenses, and distribution expenses. Our CODM does not evaluate our operating segments using discrete asset information.

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 contra revenue; revenues for reimbursed costs; reimbursed costs that we intend to recover over the long term; stock-based compensation expense; transaction and integration costs; 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.

Adjusted general and administrative expenses excludes the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense. 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.

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The following tables present revenues disaggregated by the nature of the product or service and by segment and a reconciliation of segment revenues to segment Adjusted EBITDA:

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The following table provides a reconciliation of segment Adjusted EBITDA to income before income taxes:

The following tables present revenues and long-lived assets, including property and equipment, net and operating lease ROU assets, by geographical region:

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20. EARNINGS (LOSSES) PER SHARE

The calculation of basic and diluted earnings (losses) per Class A and Class B share, including a reconciliation of the numerator and denominator, is as follows:

The computations of diluted earnings (losses) per Class A and Class B share do not include the following shares of Class A common stock assumed to be issued as stock-settled SARs, RSUs, and PSUs because they are anti-dilutive.

21. OTHER INCOME (LOSS), NET

During the year ended December 31, 2025, we recognized $57 million ofrestructuring expenses, inclusive of severance, insurance benefits, outplacement, and other related costs as well as advisory fees incurred as a result of organizational changes.

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