SCHEDULE: Pritzker Family Consolidates Hyatt Ownership

An amendment to Schedule 13D reveals significant internal transfers of Class B Common Stock among Pritzker family entities, reinforcing their substantial control over Hyatt Hotels Corporation's voting power.

Summary

• This is Amendment No. 32 to the Schedule 13D originally filed on April 26, 2010, concerning beneficial ownership of Hyatt Hotels Corporation's Class A Common Stock.
• On August 13, 2025, Maroon Private Trust Company, LLC transferred 1,399,838 shares of Class B Common Stock to Margot and Tom Pritzker Foundation. This was a 'Permitted Transfer' with no consideration paid.
• On January 1, 2026, Maroon Private Trust Company, LLC transferred 9,474,171 shares of Class B Common Stock to 1902 Capital, LLC. This was also a 'Permitted Transfer' with no consideration paid.
• Concurrently on January 1, 2026, most members of THHC, L.L.C. transferred their interests in THHC, L.L.C. to 1902 Capital, LLC, also a 'Permitted Transfer' without consideration.
• As of the filing date, the Reporting Persons (a group of Pritzker family entities and individuals) beneficially own 752,125 shares of Class A Common Stock and 20,878,516 shares of Class B Common Stock.
• This represents 39.3% of the total Class B Common Stock outstanding and 22.8% of the total Common Stock outstanding as of October 31, 2025.
• The Reporting Persons' holdings account for 36.6% of the total voting power of Common Stock outstanding, assuming no additional Class B shares are converted to Class A.
• The broader Pritzker Family Group beneficially owns 766,775 shares of Class A Common Stock and 50,873,078 shares of Class B Common Stock (convertible to Class A).
• This Pritzker Family Group ownership represents 95.7% of the total Class B Common Stock outstanding, 54.4% of the total Common Stock outstanding, and 88.9% of the total voting power.
• Thomas J. Pritzker holds 1,436,302 Stock Appreciation Rights (SARs) with exercise prices ranging from $48.66 to $157.11, which are currently exercisable or will become exercisable within sixty days. The number of Class A shares he will receive from these SARs is not yet determinable.

Sentiment

Score: 6

Explanation: The filing is neutral in tone, primarily reporting factual changes in beneficial ownership and control. The consolidation of Pritzker family holdings reinforces long-term stability in governance, which can be viewed positively by some investors, but the high concentration of voting power could be a concern for others seeking broader shareholder influence.

Positives

• The internal transfers of Class B Common Stock are designated as 'Permitted Transfers' under the company's Charter, indicating adherence to established governance rules.
• The Pritzker family maintains a significant and consolidated voting power of 88.9% through their Class B Common Stock holdings, providing stable long-term control and strategic direction for Hyatt Hotels Corporation.

Negatives

• The high concentration of voting power within the Pritzker family group (88.9%) could limit the influence of other shareholders on corporate decisions and potentially reduce liquidity for Class B shares.

Risks

• Concentrated ownership and voting power: The Pritzker Family Group's 88.9% total voting power means that a small group of individuals and entities can effectively control all matters requiring shareholder approval, potentially overriding the interests of other shareholders.
• Limitations on sale of Common Stock: Reporting Persons are party to agreements containing limitations on the sale of their shares, which could affect market dynamics or the availability of shares.

Future Outlook

The filing primarily details past ownership transfers and current beneficial ownership structure. It does not provide specific forward-looking statements or guidance regarding the company's financial performance or operational outlook, beyond the ongoing control structure.

Management Comments

• Joseph Gleberman, CEO of The Pritzker Organization, L.L.C., signed on behalf of THHC, L.L.C., 1902 Capital, LLC, and The Pritzker Organization, L.L.C.
• Derek Arend, President of Maroon Private Trust Company, LLC, signed on behalf of Maroon Private Trust Company, LLC, Enterprise IC, LLC, JNP ECI Investments, LLC, BTP ECI Investments, LLC, and DTP ECI Investments, LLC.
• Thomas J. Pritzker signed individually and as trustee of the TJP Revocable Trust and Maroon Trust.
• Jason Pritzker signed individually.

Industry Context

This filing is specific to the ownership structure of Hyatt Hotels Corporation and the Pritzker family's control. It does not directly address broader industry trends or competitive landscape, but the stability of a controlling shareholder group can influence long-term strategic decisions within the hospitality sector.

Corporate Governance

Related Party Transactions

• Transfers of Class B Common Stock between Pritzker family trusts and entities (Maroon Private Trust Company, LLC, Margot and Tom Pritzker Foundation, 1902 Capital, LLC, THHC, L.L.C.) were conducted without consideration and designated as 'Permitted Transfers' under the company's Charter.

Stakeholder Impact

• Shareholders: The Pritzker family's continued dominant voting power (88.9%) ensures stable, long-term strategic direction but limits the influence of other shareholders on corporate decisions.
• Management: The clear and consolidated control by the Pritzker family provides a consistent ownership structure for management to report to and align with.
• Creditors: A stable ownership structure can be viewed positively by creditors as it suggests consistent long-term strategic planning and reduced risk of disruptive ownership changes.

Next Steps

• The Pritzker family group will continue to manage their beneficial ownership in Hyatt Hotels Corporation according to existing agreements and the company's Charter.
• Thomas J. Pritzker's Stock Appreciation Rights (SARs) will become exercisable within sixty days, with the number of Class A shares received upon exercise to be determined at that time.

Key Dates

Recommendation

This filing is an amendment to a Schedule 13D, primarily detailing internal transfers of beneficial ownership among the Pritzker family entities and clarifying their control structure. It does not contain information related to the company's operational performance, financial results, or strategic initiatives that would typically drive a 'buy' or 'sell' recommendation. The Pritzker family's continued strong control (88.9% voting power) provides governance stability, which is generally a neutral factor for existing investors unless there are specific concerns about minority shareholder rights. Therefore, a 'hold' recommendation is appropriate as the filing does not present new information warranting a change in investment thesis based on company fundamentals or market outlook.

Keywords

Hyatt Hotels Corporation, Schedule 13D, Pritzker Family, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Voting Power, Corporate Governance, Stock Appreciation Rights, SEC Filing