PLYA / Playa Hotels & Resorts N.V. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

As filed with the Securities and Exchange Commission on June 26, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHAN

As filed with the Securities and Exchange Commission on June 26, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 7) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 7) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V. (Name of Subject Company) PLAYA HOTELS & RESORTS N.V. (Name of Person(s) Filing Statement) Ordinary Shares, Par Value €0.10 Per Share (Title of Class of Securities) N7

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or organi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) PLAYA HOTELS & RESORTS N.V. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) PLAYA HOTELS & RESORTS N.V. (Name of Subject Company (Issuer)) HI HOLDINGS PLAYA B.V. (Name of Filing Person (Offeror)) An indirect wholly-owned subsidiary of HYATT HOTELS CORPORATION (Name of Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 OMB APPROVAL OMB Number: 3235-0080 Expires: May 31, 2027 Estimated average burden hours per response. . . . . . 1.00 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38012 Playa Hotels & Resorts N.V. / The Nasdaq Stock Market

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2025

POSASR AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2025 REGISTRATION NO.

As filed with the Securities and Exchange Commission on June 12, 2025

POS AM As filed with the Securities and Exchange Commission on June 12, 2025 Registration No.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2025

POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2025 REGISTRATION NO.

As filed with the Securities and Exchange Commission on June 12, 2025

POS AM As filed with the Securities and Exchange Commission on June 12, 2025 Registration No.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2025

POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2025 REGISTRATION NO.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2025

POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2025 REGISTRATION NO.

As filed with the Securities and Exchange Commission on June 12, 2025

POS AM As filed with the Securities and Exchange Commission on June 12, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 6) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V. (Name of Subject

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 6) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V. (Name of Subject Company) PLAYA HOTELS & RESORTS N.V. (Name of Person(s) Filing Statement) Ordinary Shares, Par Value €0.10 Per Share (Title of Class of Secu

Hyatt Achieves Minimum Condition in Tender Offer to Acquire Playa Hotels & Resorts N.V.

Exhibit (a)(5)(G) Hyatt Achieves Minimum Condition in Tender Offer to Acquire Playa Hotels & Resorts N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) PLAYA HOTELS & RESORTS N.V. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) PLAYA HOTELS & RESORTS N.V. (Name of Subject Company (Issuer)) HI HOLDINGS PLAYA B.V. (Name of Filing Person (Offeror)) An indirect wholly-owned subsidiary of HYATT HOTELS CORPORATION (Name of Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V (Name of Subject C

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V (Name of Subject Company) PLAYA HOTELS & RESORTS N.V. (Name of Person(s) Filing Statement) Ordinary Shares, Par Value €0.10 Per Share (Title of Class of Secur

Hyatt Announces Receipt of All Required Regulatory Approvals for Pending Acquisition of Playa Hotels & Resorts N.V.

Exhibit (a)(5)(F) Hyatt Announces Receipt of All Required Regulatory Approvals for Pending Acquisition of Playa Hotels & Resorts N.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2025 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) PLAYA HOTELS & RESORTS N.V. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) PLAYA HOTELS & RESORTS N.V. (Name of Subject Company (Issuer)) HI HOLDINGS PLAYA B.V. (Name of Filing Person (Offeror)) An indirect wholly-owned subsidiary of HYATT HOTELS CORPORATION (Name of Fi

Playa Hotels & Resorts N.V. Announces Mexican Antitrust Approval of Pending Sale to Hyatt and Intent to Voluntarily Delist from the Nasdaq Subject to and Conditioned Upon the Expiration of the Tender Offer and Acquisition of Ordinary Shares by Hyatt

Exhibit 99.1 Playa Hotels & Resorts N.V. Announces Mexican Antitrust Approval of Pending Sale to Hyatt and Intent to Voluntarily Delist from the Nasdaq Subject to and Conditioned Upon the Expiration of the Tender Offer and Acquisition of Ordinary Shares by Hyatt Hyatt Tender Offer Scheduled to Expire June 9, 2025 FAIRFAX, Va., June 6, 2025 – Playa Hotels & Resorts N.V. (NASDAQ: PLYA) (the “Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) PLAYA HOTELS & RESORTS N.V. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) PLAYA HOTELS & RESORTS N.V. (Name of Subject Company (Issuer)) HI HOLDINGS PLAYA B.V. (Name of Filing Person (Offeror)) An indirect wholly-owned subsidiary of HYATT HOTELS CORPORATION (Name of Fi

Hyatt Extends Tender Offer For All Outstanding Ordinary Shares of Playa Hotels & Resorts N.V.

Exhibit 99.(a)(5)(E) Hyatt Extends Tender Offer For All Outstanding Ordinary Shares of Playa Hotels & Resorts N.V. CHICAGO, May 27, 2025 - Hyatt Hotels Corporation (“Hyatt” or the “Company”) (NYSE: H), a leading global hospitality company, announced today that HI Holdings Playa B.V., an indirect wholly owned subsidiary of Hyatt (“Buyer”), has extended the offering period of its previously announce

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V (Name of Subject C

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V (Name of Subject Company) PLAYA HOTELS & RESORTS N.V. (Name of Person(s) Filing Statement) Ordinary Shares, Par Value €0.10 Per Share (Title of Class of Secur

PLYA / Playa Hotels & Resorts N.V. / Hyatt Hotels Corp - SC TO-T/A

SC TO-T/A 1 tm2513196d2sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) PLAYA HOTELS & RESORTS N.V. (Name of Subject Company (Issuer)) HI HOLDINGS PLAYA B.V. (Name of Filing Person (Offeror)) An indirect wholly-owned subsid

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2025 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or organiz

AMENDMENT TO PURCHASE AGREEMENT

Exhibit 2.1 AMENDMENT TO PURCHASE AGREEMENT This Amendment to Purchase Agreement (this “Amendment”), dated as of May 16, 2025 is made by and among Hyatt Hotels Corporation, a Delaware corporation (“Parent”), HI Holdings Playa B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of the Netherlands and a wholly-owned Parent S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V (Name of Subject C

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V (Name of Subject Company) PLAYA HOTELS & RESORTS N.V. (Name of Person(s) Filing Statement) Ordinary Shares, Par Value €0.10 Per Share (Title of Class of Secur

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Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 PLAYA HOTELS & RESORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 1-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) PLAYA HOTELS & RESORTS N.V. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) PLAYA HOTELS & RESORTS N.V. (Name of Subject Company (Issuer)) HI HOLDINGS PLAYA B.V. (Name of Filing Person (Offeror)) An indirect wholly-owned subsidiary of HYATT HOTELS CORPORATION (Name of Fi

Press Release, dated April 28, 2025

Exhibit (a)(5)(D) Hyatt Extends Tender Offer For All Outstanding Ordinary Shares of Playa Hotels & Resorts N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V (Name of Subject C

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V (Name of Subject Company) PLAYA HOTELS & RESORTS N.V. (Name of Person(s) Filing Statement) Ordinary Shares, Par Value €0.10 Per Share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) PLAYA HOTELS & RESORTS N.V. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) PLAYA HOTELS & RESORTS N.V. (Name of Subject Company (Issuer)) HI HOLDINGS PLAYA B.V. (Name of Filing Person (Offeror)) An indirect wholly-owned subsidiary of HYATT HOTELS CORPORATION (Name of Fi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2025 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V (Name of Subject C

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V (Name of Subject Company) PLAYA HOTELS & RESORTS N.V. (Name of Person(s) Filing Statement) Ordinary Shares, Par Value €0.10 Per Share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒  Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) PLAYA HOTELS & RESORTS N.V. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) PLAYA HOTELS & RESORTS N.V. (Name of Subject Company (Issuer)) HI HOLDINGS PLAYA B.V. (Name of Filing Person (Offeror)) An indirect wholly-owned subsidiary of HYATT HOTELS CORPORATION (Name of Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) PLAYA HOTELS & RESORTS N.V. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) PLAYA HOTELS & RESORTS N.V. (Name of Subject Company (Issuer)) HI HOLDINGS PLAYA B.V. (Name of Filing Person (Offeror)) An indirect wholly-owned subsidiary of HYATT HOTELS CORPORATION (Name of Fi

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Playa Hotels & Resorts N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Transact ion Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Playa Hotels & Resorts N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒  Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

Subsidiaries of Playa Hotels & Resorts N.V.

Exhibit 21.1 Subsidiaries of Playa Hotels & Resorts N.V. Entity Name Jurisdiction of Incorporation Playa Management USA, LLC (Canadian Branches - Ontario and BC) Canada Paloma Capital N.V. Curacao Perfect Timing N.V. Curacao Best Trip Tours & Travel, S.R.L. Dominican Republic Playa Dominican Resort B.V. (DR Branch) Dominican Republic Playa Management, LLC (DR Branch) Dominican Republic Playa Roman

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 001-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as speci

Board Rules for Playa Hotels & Resorts N.V., effective February 25, 2025**

Exhibit 3.2 BOARD RULES Playa Hotels & Resorts N.V. Effective February 25, 2025 INTRODUCTION Article 1 1.1These rules govern the organization, decision-making and other internal matters of the Board. In performing their duties, the Directors shall act in compliance with these rules. 1.2These rules are complementary to, and subject to, the Articles of Association and applicable laws and regulations

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Com

Policy on Inside Information and Insider Trading

Exhibit 19.1 PLAYA HOTELS & RESORTS N.V. Policy on Inside Information and Insider Trading A.Background/Purpose Under U.S. federal and state securities laws, it is illegal to purchase or sell securities of Playa Hotels & Resorts N.V. (the “Company”) while in possession of material, non-public information related to, affecting or regarding the Company or its subsidiaries (such information, “Inside I

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Exhibit 99.1 Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.V. Reports Fourth Quarter and Full Year 2024 Results Fairfax, VA, February 25, 2025 – Playa Hotels & Resorts N.V. (the “Company”) (NASDAQ: PLYA) today announced results of operations for the three months and year ended December 31, 2024. Three Months Ended December 31, 2024 Results ▪Net

Third Amendment to Second Amended and Restated Credit Agreement and Joinder Agreement, dated as of November 1, 2024, among Playa Resorts Holding B.V., Playa Hotels & Resorts N.V., and Resort Room Sales, LLC, as Borrowers, and Deutsche Bank AG New York Branch, as Administrative Agent and lender and the other lenders party thereto from time to time**

Exhibit 10.26 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER AGREEMENT This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER AGREEMENT (this “Third Amendment”) dated as of November 1, 2024, by and among Playa Resorts Holding B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid with its corporate seat in Amsterdam, the Netherland

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, fo

Form of Letter of Transmittal (including Internal Revenue Service Form W-9).

EX-99.(A)(1)(B) 3 d934646dex99a1b.htm EX-99.(A)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Ordinary Shares of Playa Hotels & Resorts N.V. at $13.50 per share, in cash Pursuant to the Offer to Purchase, dated February 24, 2025 by HI Holdings Playa B.V. an indirect wholly-owned subsidiary of Hyatt Hotels Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY

NOTICE OF GUARANTEED DELIVERY to Tender Ordinary Shares of Playa Hotels & Resorts N.V. $13.50 per share, in cash Pursuant to the Offer to Purchase, dated February 24, 2025 (the “Offer to Purchase”) by HI Holdings Playa B.V. an indirect wholly-owned s

EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY to Tender Ordinary Shares of Playa Hotels & Resorts N.V. at $13.50 per share, in cash Pursuant to the Offer to Purchase, dated February 24, 2025 (the “Offer to Purchase”) by HI Holdings Playa B.V. an indirect wholly-owned subsidiary of Hyatt Hotels Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIM

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table SC TO -T (Form Type) Playa Hotels & Resorts N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d—101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Playa Hotels & Resorts N.V. (Name of Subject Com

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d—101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Playa Hotels & Resorts N.V. (Name of Subject Company) Playa Hotels & Resorts N.V. (Name of Person Filing Statement) Ordinary Shares, Par Value €0.10 Per Share (Title of Class of Se

Offer to Purchase, dated as of February 24, 2025.

EX-99.(A)1)(A) 2 d934646dex99a1a.htm EX-99.(A)1)(A) Exhibit (a)(1)(A) Offer to Purchase All Outstanding Ordinary Shares of Playa Hotels & Resorts N.V. at $13.50 per share, in cash by HI Holdings Playa B.V. an indirect wholly-owned subsidiary of Hyatt Hotels Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON APRIL 25, 2025, UNLESS THE OFFER IS EXTENDED OR EA

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by

EX-99.(A)(1)(F) 7 d934646dex99a1f.htm EX-99.(A)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by the Offer to Purchase, dated as of February 24, 2025, and the related Letter

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

EX-99.(A)(1)(D) 5 d934646dex99a1d.htm EX-99.(A)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Ordinary Shares of Playa Hotels & Resorts N.V. at $13.50 per share, in cash Pursuant to the Offer to Purchase, dated February 24, 2025 by HI Holdings Playa B.V. an indirect wholly owned subsidiary of Hyatt Hotels Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CIT

Offer to Purchase All Outstanding Ordinary Shares Playa Hotels & Resorts N.V. $13.50 per share, in cash Pursuant to the Offer to Purchase, dated February 24, 2025 by HI Holdings Playa B.V. an indirect wholly-owned subsidiary of Hyatt Hotels Corporati

EX-99.(A)(1)(E) 6 d934646dex99a1e.htm EX-99.(A)(1)(E) Exhibit (a)(1)(E) Offer to Purchase All Outstanding Ordinary Shares of Playa Hotels & Resorts N.V. at $13.50 per share, in cash Pursuant to the Offer to Purchase, dated February 24, 2025 by HI Holdings Playa B.V. an indirect wholly-owned subsidiary of Hyatt Hotels Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CIT

BANK OF AMERICA, N.A. BOFA SECURITIES, INC. 620 South Tryon Street, 21st Floor Charlotte, NC 28202

EX-99.(B) 8 d934646dex99b.htm EX-99.(B) Exhibit (b) EXECUTION VERSION BANK OF AMERICA, N.A. BOFA SECURITIES, INC. 620 South Tryon Street, 21st Floor Charlotte, NC 28202 JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, NY 10179 WELLS FARGO BANK, N.A. WELLS FARGO SECURITIES, LLC 550 South Tryon Street, 14th Floor Charlotte, NC 28202 CONFIDENTIAL February 19, 2025 Hyatt Hotels Corporation 150 N

PLYA / Playa Hotels & Resorts N.V. / Hyatt Hotels Corp - SC TO-T

SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PLAYA HOTELS & RESORTS N.V. (Name of Subject Company (Issuer)) HI HOLDINGS PLAYA B.V. (Name of Filing Person (Offeror)) An indirect wholly-owned subsidiary of HYATT HOTELS CORPORATION (Name of Filing Perso

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G dated February 14, 2025 with respect to the Ordinary Shares, €0.10 par value, of Playa Hotels & Resorts N.V., a public limited company organized under the laws of the Netherlands, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the u

Form of Tender and Support Agreement.

Exhibit 10.1 FORM OF TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of February 9, 2025, is entered into by and among [•] (“Shareholder”) and Playa Hotels & Resorts N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of the Netherlands, having its registered seat (statutaire zetel) in Amsterdam, the Netherlands (the

Form of Courtesy E-mail to Investors/Analysts of Playa, dated February 10, 2025 (incorporated by reference to Exhibit 99.2 to the Schedule 14D-9 filed by Playa with the SEC on February 10, 2025).

Exhibit 99.2 I’m pleased to share that Playa has entered into an agreement to be acquired by Hyatt under which an indirect wholly owned subsidiary of Hyatt will acquire all outstanding shares of Playa common stock for $13.50 per share in cash. Here are the key details: • The transaction follows a deliberate and comprehensive review of opportunities by the Board, which concluded that the transactio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2025 PLAYA HOTELS & R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2025 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or org

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2025 PLAYA HOTELS & R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2025 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or org

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V. (Name of Subject Company) PLAYA HOT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PLAYA HOTELS & RESORTS N.V. (Name of Subject Company) PLAYA HOTELS & RESORTS N.V. (Name of Person(s) Filing Statement) Ordinary Shares, par value €0.10 per share (Title of Class of Securities) N70544106 (CUSIP Num

Playa Hotels & Resorts N.V. to be Acquired by Hyatt in All-Cash Transaction Provides Attractive 40% Premium to Playa Shareholders Follows Playa’s Deliberate and Comprehensive Review Process to Maximize Value

Exhibit 99.1 Playa Hotels & Resorts N.V. to be Acquired by Hyatt in All-Cash Transaction Provides Attractive 40% Premium to Playa Shareholders Follows Playa’s Deliberate and Comprehensive Review Process to Maximize Value FAIRFAX, Va., Feb. 10, 2025 – Playa Hotels & Resorts N.V. (NASDAQ: PLYA) (the “Company” or “Playa”) today confirmed it has entered into an agreement with Hyatt Hotels Corporation

All-Employee Letters from Bruce D. Wardinski and Human Resources issued by Playa on February 10, 2025, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference

Exhibit 99.1 EMPLOYEE EMAILS TO ANNOUNCE TRANSACTION Playa Joins Hyatt: A New Chapter Begins To All Playa Associates, Earlier today we announced that Playa and Hyatt have reached an agreement for Hyatt to acquire Playa Hotels & Resorts. Hyatt’s desire to acquire Playa is a direct result of the outstanding Playa associates who have worked together over the past 19 years to create the premier all-in

Purchase Agreement, dated as of February 9, 2025, by and among Hyatt Hotels Corporation, HI Holdings Playa B.V., and Playa Hotels & Resorts N.V.*

Exhibit 2.1 PURCHASE AGREEMENT dated as of February 9, 2025 by and among HYATT HOTELS CORPORATION, HI HOLDINGS PLAYA B.V. and PLAYA HOTELS & RESORTS N.V. TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 19 Article II THE OFFER 20 Section 2.01. The Offer 20 Section 2.02. Company Action 23 Section 2.03. Outstand

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2025 HYATT HOTELS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2025 HYATT HOTELS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34521 20-1480589 (State or other jurisdiction of incorporation) (Commissi

Hyatt Hotels Corporation

Schedule A Hyatt Hotels Corporation The name, business address, title, present principal occupation or employment and citizenship of each of the directors and executive officers of Hyatt are set forth below.

*****

December 20, 2024 VIA EDGAR Mr. Jeffrey Lewis Mr. Isaac Esquivel Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Playa Hotels & Resorts N.V. Form 10-K for the fiscal year ended December 31, 2023 Form 8-K filed November 6, 2024 File No. 001-38012 Dear Mr. Lewis and Mr. Esquivel: We are writing

PLYA / Playa Hotels & Resorts N.V. / HG Vora Capital Management, LLC - AMENDMENT NO. 5 Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment 5) Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, par value €0.10 per share (Title of Class of Securities) N70544106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

PLYA / Playa Hotels & Resorts N.V. / Long Pond Capital, LP Passive Investment

SC 13G 1 longpond-plya093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, €0.10 par value (Title of Class of Securities) N70544106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appro

Fifth Amendment to 2017 Omnibus

Exhibit 10.1 FIFTH AMENDMENT TO PLAYA HOTELS & RESORTS N.V. 2017 OMNIBUS INCENTIVE PLAN WHEREAS, Playa Hotels & Resorts N.V. (the “Company”) maintains the Playa Hotels & Resorts N.V. 2017 Omnibus Incentive Plan, as amended (the “Plan”); WHEREAS, pursuant to Section 5.2 of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan at any time; provided that, amendments to the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 1-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as sp

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or org

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Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.

PLYA / Playa Hotels & Resorts N.V. / DAVIDSON KEMPNER CAPITAL MANAGEMENT LP - PLAYA HOTELS & RESORTS N.V. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, €0.10 par value per share (Title of Class of Securities) N70544106 (CUSIP Number) Shulamit Leviant, Esq. c/o Davidson Kempner Capital Management LP 520 Madison Avenue, 30th Floor New York, New York 10022

Executive Employment Agreement, dated as of September 25, 2024, by and between Playa Resorts Management, LLC and Greg Maliassas

Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 25, 2024 (the “Agreement Date”), with an effective date of September 25, 2024 (the “Effective Date”), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Employer”), and Gregory Malias

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2024 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or o

Executive Employment Agreement, dated as of September 25, 2024, by and between Playa Resorts Management, LLC and Fernando Mulet

Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 25, 2024 (the “Agreement Date”), with an effective date of September 25, 2024 (the “Effective Date”), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Employer”), and Fernando Mulet

Executive Employment Agreement, dated as of September 25, 2024, by and between Playa Resorts Management, LLC and Ryan Hymel

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 25, 2024 (the “Agreement Date”), with an effective date of September 25, 2024 (the “Effective Date”), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Employer”), and Ryan Hymel (“E

Executive Employment Agreement, dated as of September 25, 2024, by and between Playa Resorts Management, LLC and Tracy M.J. Colden

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 25, 2024 (the “Agreement Date”), with an effective date of September 25, 2024 (the “Effective Date”), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Employer”), and Tracy-Marie J.

Executive Employment Agreement, dated as of September 25, 2024, by and between Playa Resorts Management, LLC and Bruce D. Wardinski

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 25, 2024, (the “Agreement Date”), with an effective date of September 25, 2024 (the “Effective Date”), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Employer”), and Bruce Wardins

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 1-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as specifi

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Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2024 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or organ

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2024 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Commiss

Second Amendment to Second Amended and Restated Credit Agreement, dated as of June 24, 2024, among Playa Hotels & Resorts N.V., Playa Resorts Holding B.V., as Borrower, the Guarantors party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and lender and the other lenders party thereto from time to time.

Exhibit 10.1 Execution Version SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) dated as of June 24, 2024, by and among Playa Resorts Holding B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid with its corporate seat in Amsterdam, the Netherlands (the “Borrower”), Playa H

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Commissi

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Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 1-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as specif

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 File

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 001-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as speci

Executive Compensation Recovery Policy

Exhibit 97.1 EXECUTIVE COMPENSATION RECOVERY POLICY INTRODUCTION Playa Hotels & Resorts, N.V. (the “Company”) believes that it is in the best interests of the Company and its shareholders to foster a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. This Executive Compensation and Recovery Policy (the “Policy”) is in

Description of Securities of Playa Hotels & Resorts N.V.

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the material terms of the Ordinary Shares of Playa Hotels & Resorts N.V. (the “Company”, “we” and “our”) related provisions of our articles of association (“Articles of Association”) and of applicable Dutch law. The description is qualifi

Board Rules for Playa Hotels & Resorts N.V., effective February 22, 2024

BOARD RULES Playa Hotels & Resorts N.V. Effective February 22, 2024 INTRODUCTION Article 1 1.1These rules govern the organization, decision-making and other internal matters of the Board. In performing their duties, the Directors shall act in compliance with these rules. 1.2These rules are complementary to, and subject to, the Articles of Association and applicable laws and regulations. 1.3These r

Form of Performance-Based Restricted Shares Agreement (2024)

Exhibit 10.14 PLAYA HOTELS & RESORTS N.V. 2017 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED SHARES AGREEMENT COVER SHEET Playa Hotels & Resorts N.V. (the “Company”) hereby grants Shares to the Grantee named below, subject to the vesting and other conditions set forth below (the “Restricted Shares”). Additional terms and conditions of the Restricted Shares are set forth on this cover sheet a

Subsidiaries of Playa Hotels & Resorts N.V.

Exhibit 21.1 Subsidiaries of Playa Hotels & Resorts N.V. Entity Name Jurisdiction of Incorporation Playa Management USA, LLC (Canadian Branches - Ontario and BC) Canada Paloma Capital N.V. Curacao Perfect Timing N.V. Curacao Best Trip Tours & Travel, S.R.L. Dominican Republic Playa Cana B.V. (DR Branch) Dominican Republic Playa Dominican Resort B.V. (DR Branch) Dominican Republic Playa Management,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Com

Form of Time-Based Restricted Shares Agreement (2024)

Exhibit 10.13 PLAYA HOTELS & RESORTS N.V. 2017 OMNIBUS INCENTIVE PLAN TIME-BASED RESTRICTED SHARES AGREEMENT COVER SHEET Playa Hotels & Resorts N.V. (the “Company”) hereby grants Shares to the Grantee named below, subject to the vesting and other conditions set forth below (the “Restricted Shares”). Additional terms and conditions of the Restricted Shares are set forth on this cover sheet and in t

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Exhibit 99.1 Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.V. Reports Fourth Quarter and Full Year 2023 Results Fairfax, VA, February 22, 2024 – Playa Hotels & Resorts N.V. (the “Company”) (NASDAQ: PLYA) today announced results of operations for the three months and year ended December 31, 2023. Three Months Ended December 31, 2023 Results ▪Net

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 ex991.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing

PLYA / Playa Hotels & Resorts N.V. / HG Vora Capital Management, LLC - AMENDMENT NO. 4 Passive Investment

SC 13G/A 1 plho212240sc13ga4.htm AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment 4) Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, par value €0.10 per share (Title of Class of Securities) N70544106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Chec

PLYA / Playa Hotels & Resorts N.V. / Rubric Capital Management LP - SC 13G/A Passive Investment

SC 13G/A 1 tm245464d16sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, €0.10 par value per share (Title of Class of Securities) N70544106 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check

PLYA / Playa Hotels & Resorts N.V. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Playa Hotels & Resorts NV (Name of Issuer) Common Stock (Title of Class of Securities) N70544106 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents that Gregory Maliassas does hereby make, constitute and appoint Bruce D.

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents that Ryan Hymel does hereby make, constitute and appoint Bruce D.

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents that Brandon B. Buhler does hereby make, constitute and appoint Bruce D. Wardinski, Ryan Hymel and Tracy M.J. Colden as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (in the undersigned’s individual capacity), to execute and deliver such form

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents that Tracy M.J. Colden does hereby make, constitute and appoint Bruce D. Wardinski, Ryan Hymel and Tracy M.J. Colden as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (in the undersigned’s individual capacity), to execute and deliver such form

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents that Fernando Mulet does hereby make, constitute and appoint Bruce D.

First Amendment to Second Amended and Restated Credit Agreement, dated as of December 22, 2023, among Playa Hotels & Resorts N.V., Playa Resorts Holding B.V., as Borrower, the Guarantors party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and lender and the other lenders party thereto from time to time

Exhibit 10.1 Execution Version FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) dated as of December 22, 2023, by and among Playa Resorts Holding B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid with its corporate seat in Amsterdam, the Netherlands (the “Borrower”), Playa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2023 PLAYA HOTELS &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2023 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or or

PLYA / Playa Hotels & Resorts N.V. / DAVIDSON KEMPNER CAPITAL MANAGEMENT LP - PLAYA HOTELS & RESORTS N.V. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, €0.10 par value per share (Title of Class of Securities) N70544106 (CUSIP Number) Shulamit Leviant, Esq. c/o Davidson Kempner Capital Management LP 520 Madison Avenue, 30th Floor New York, New York 10022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 1-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as sp

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Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or org

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) PLAYA HOTELS & RESORTS N.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2023

Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2023 REGISTRATION NO.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 1-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as specifi

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Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or organ

Fourth Amendment to 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company on August 3, 2023)

FOURTH AMENDMENT TO PLAYA HOTELS & RESORTS N.V. 2017 OMNIBUS INCENTIVE PLAN WHEREAS, Playa Hotels & Resorts N.V. (the “Company”) maintains the Playa Hotels & Resorts N.V. 2017 Omnibus Incentive Plan, as amended (the “Plan”); WHEREAS, pursuant to Section 5.2 of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan at any time; provided that, amendments to the Plan must be

Power of Attorney (included on signature page)

S-8 As filed with the Securities and Exchange Commission on July 18, 2023 Registration No.

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) PLAYA HOTELS & RESORTS N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 PLAYA HOTELS & RESOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 1-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as specif

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Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 PLAYA HOTELS & RESORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or organiza

Fourth Amendment to 2017 Omnibus Incentive Plan (incorporated by reference to Annex A of the Definitive Proxy Statement on Schedule 14A, filed by the Registrant on April 17, 2023)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 001-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as speci

Subsidiaries of Playa Hotels & Resorts N.V.

Exhibit 21.1 Subsidiaries of Playa Hotels & Resorts N.V. Entity Name Jurisdiction of Incorporation Playa Management USA, LLC (Canadian Branches - Ontario and BC) Canada Paloma Capital N.V. Curacao Perfect Timing N.V. Curacao Perfect Tours N.V. Curacao Best Trip Tours & Travel, S.R.L. Dominican Republic Inversiones Vilazul, S.A.S. Dominican Republic Playa Cana B.V. (DR Branch) Dominican Republic Pl

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Com

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Exhibit 99.1 Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.V. Reports Fourth Quarter and Full Year 2022 Results Fairfax, VA, February 23, 2023 – Playa Hotels & Resorts N.V. (the “Company”) (NASDAQ: PLYA) today announced results of operations for the three months and year ended December 31, 2022, and that the Company's Board of Directors has aut

Board Rules for Playa Hotels & Resorts N.V., effective February 23, 2023

Exhibit 3.2 BOARD RULES Playa Hotels & Resorts N.V. Effective February 23, 2023 INTRODUCTION Article 1 1.1These rules govern the organization, decision-making and other internal matters of the Board. In performing their duties, the Directors shall act in compliance with these rules. 1.2These rules are complementary to, and subject to, the Articles of Association and applicable laws and regulations

Third Amendment to 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed by the Company on February 23, 2023)

Exhibit 10.6 THIRD AMENDMENT TO PLAYA HOTELS & RESORTS N.V. 2017 OMNIBUS INCENTIVE PLAN WHEREAS, Playa Hotels & Resorts N.V. (the “Company”) maintains the Playa Hotels & Resorts N.V. 2017 Omnibus Incentive Plan (the “Plan”); WHEREAS, pursuant to Section 5.2 of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan at any time; provided that, amendments to the Plan must be

PLYA / Playa Hotels & Resorts NV / HG Vora Capital Management, LLC - AMENDMENT NO. 3 Passive Investment

SC 13G/A 1 plho213230sc13ga3.htm AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment 3) Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, par value €0.10 per share (Title of Class of Securities) N70544106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Chec

PLYA / Playa Hotels & Resorts NV / Rubric Capital Management LP - SC 13G/A Passive Investment

SC 13G/A 1 tm235947d22sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, €0.10 par value per share (Title of Class of Securities) N70544106 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check

PLYA / Playa Hotels & Resorts NV / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Playa Hotels & Resorts N.V. (Name of Issuer) Common Stock (Title of Class of Securities) N70544106 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

PLYA / Playa Hotels & Resorts NV / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Playa Hotels & Resorts NV (Name of Issuer) Common Stock (Title of Class of Securities) N70544106 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

PLYA / Playa Hotels & Resorts NV / DAVIDSON KEMPNER PARTNERS - PLAYA HOTELS & RESORTS N.V. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, €0.10 par value per share (Title of Class of Securities) N70544106 (CUSIP Number) Shulamit Leviant, Esq. c/o Davidson Kempner Capital Management LP 520 Madison Avenue, 30th Floor New York, New York 10022

Second Restatement Agreement, dated as of December 16, 2022, among Playa Hotels & Resorts N.V., as Holdings, Playa Resorts Holding B.V, as Borrower, the Guarantors party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Swing Line Lender, Deutsche Bank México, S.A. Institución de Banca Múltiple, División Fiduciaria identified internally as DB/1715, as Mexican Collateral Agent, and the Lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on December 16, 2022)

Exhibit 10.1 Execution Version SECOND RESTATEMENT AGREEMENT This SECOND RESTATEMENT AGREEMENT (this ?Second Restatement Agreement?), dated as of December 16, 2022, by and among Playa Resorts Holding B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid with its corporate seat in Amsterdam, the Netherlands (the ?Borrower?), Playa Hotels & Resorts N.V., a Dutch naamloze vennootschap wit

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Governing Instruments) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incor

PLYA / Playa Hotels & Resorts NV / DAVIDSON KEMPNER CAPITAL MANAGEMENT LP - PLAYA HOTELS & RESORTS N.V. Activist Investment

SC 13D 1 p22-2436sc13d.htm PLAYA HOTELS & RESORTS N.V. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, €0.10 par value per share (Title of Class of Securities) N70544106 (CUSIP Number) Shulamit Leviant, Esq. c/o Davidson Kempner Capital Management LP 520

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or org

Board Rules for Playa Hotels & Resorts N.V.

Exhibit 3.1 BOARD RULES Playa Hotels & Resorts N.V. INTRODUCTION Article 1 1.1These rules govern the organization, decision-making and other internal matters of the Board. In performing their duties, the Directors shall act in compliance with these rules. 1.2These rules are complementary to, and subject to, the Articles of Association and applicable laws and regulations. 1.3These rules shall be po

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 1-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as sp

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Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 1-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as specifi

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Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or organ

1

CORRESP 1 filename1.htm May 27, 2022 VIA EDGAR Mr. William Demarest Ms. Shannon Menjivar Division of Corporate Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Playa Hotels & Resorts N.V. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed February 24, 2022 File No. 001-38012 Dear Mr. Demarest and Ms. Menjiva

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Commissi

1 Adjusted EBITDA $ 99,171 $ (21,173 ) $ 150,694 Other corporate (g) 39,401 36,066 37,049 Management Fee Revenue (2,291 ) (807 ) (1,820 ) Owned Resort EBITDA $ 136,281 $ 14,086 $ 185,923

May 19, 2022 VIA EDGAR Mr. William Demarest Ms. Shannon Menjivar Division of Corporate Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Playa Hotels & Resorts N.V. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed February 24, 2022 File No. 001-38012 Dear Mr. Demarest and Ms. Menjivar: We are writing in res

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 1-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as specif

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or organiza

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Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 d297661ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 d297661dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒

Executive Employment Agreement, dated as of December 20, 2021, by Playa Resorts Management, LLC, and Grigorios Maliassas

Exhibit 10.25 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (?Agreement?) is made as of December 20, 2021 (the ?Agreement Date?), with an effective date of January 1, 2022 (the ?Effective Date?), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (?Employer?), and Grigorios Maliass

Executive Employment Agreement, dated as of December 20, 2021, by Playa Resorts Management, LLC, and Ryan Hymel

Exhibit 10.23 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (?Agreement?) is made as of December 20, 2021 (the ?Agreement Date?), with an effective date of January 1, 2022 (the ?Effective Date?), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (?Employer?), and Ryan Hymel (?Exec

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Exhibit 99.1 Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.V. Reports Fourth Quarter and Full Year 2021 Results Fairfax, VA, February 24, 2022 ? Playa Hotels & Resorts N.V. (the ?Company?) (NASDAQ: PLYA) today announced results of operations for the three months and year ended December 31, 2021. Three Months Ended December 31, 2021 Results ?Net

Subsidiaries of Playa Hotels & Resorts N.V.

Exhibit 21.1 Subsidiaries of Playa Hotels & Resorts N.V. Entity Name Jurisdiction of Incorporation Playa Management USA, LLC (Canadian Branches - Ontario and BC) Canada Paloma Capital N.V. Curacao Perfect Timing N.V. Curacao Perfect Tours N.V. Curacao Best Trip Tours & Travel, S.R.L. Dominican Republic Inversiones Vilazul, S.A.S. Dominican Republic Playa Cana B.V. (DR Branch) Dominican Republic Pl

Hotel Management Agreement, effective as of December 20, 2007, entered into by and among Perfect Tours, N.V., the Operator, and Inversiones Vilazul, S.A.

Exhibit 10.37 HOTEL MANAGEMENT AGREEMENT (Dreams Punta Cana Resorts and Spa) HOTEL MANAGEMENT AGREEMENT (hereinafter referred to as the "Agreement"), effective as from December 20, 2007 ("Effective Date"), entered into by and among Perfect Tours, N.V., a corporation organized and existing under the laws of the Netherlands Antilles (hereinafter referred to as the "Owner's Representative"), a corpor

Third Amendment to Hotel Management Agreement, entered into on October 9, 2020, by and between Playa Cana B.V., and Operator

Exhibit 10.36 THIRD AMENDMENT TO HOTEL MANAGEMENT AGREEMENT This THIRD AMENDMENT TO HOTEL MANAGEMENT AGREEMENT (this ?Third Amendment?) is made and entered as of the 9th day of October, 2020, by and between PLAYA CANA B.V., a private limited liability company organized under the laws of the Netherlands (?Owner?), and , a company duly organized and legally existing under the laws of the Dominican R

First Amendment to Hotel Management Agreement, entered into on May 10, 2010, by and between Playa Cana B.V., and Operator

Exhibit 10.34 FIRST AMENDMENT TO HOTEL MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO HOTEL MANAGEMENT AGREEMENT (?Amendment?) is entered into this 10 day of May, 2010, by and between Playa Cana B.V., a company organized and existing under the laws of The Netherlands (hereinafter referred to as the ?Owner?), and , a limited liability company organized and existing under the laws of Nevis (hereinafte

Omnibus Third Amendment to Franchise Agreement Amendment by and among Franchisees named therein and Hyatt Franchising Latin America, L.L.C (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K filed by the Company on February 24, 2022)

Exhibit 10.19 OMNIBUS THIRD AMENDMENT TO FRANCHISE AGREEMENT THIS OMNIBUS THIRD AMENDMENT TO FRANCHISE AGREEMENT AMENDMENT (the ?Third Amendment?) is effective as of November 1st, 2021 (the ?Effective Date?) by and among: (1)HYATT FRANCHISING LATIN AMERICA, L.L.C. (?Hyatt?), a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place

Second Amendment to Hotel Management Agreement, entered into on August 12, 2013, by and between Playa Cana B.V., and Operator

Exhibit 10.35 SECOND AMENDMENT TO HOTEL MANAGEMENT AGREEMENT THIS SECOND AMENDMENT TO HOTEL MANAGEMENT AGREEMENT (this ?Amendment?) is made as of this 12th date of August, 2013 by and between PLAYA CANA B.V., a company organized under the laws of the Netherlands (?Owner?), and , a limited liability company organized and existing under the laws of Nevis (?Operator?). The parties hereto are referred

Executive Employment Agreement, dated as of December 20, 2021, by Playa Resorts Management, LLC, and Fernando Mulet

Exhibit 10.26 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (?Agreement?) is made as of December 20, 2021 (the ?Agreement Date?), with an effective date of January 1, 2022 (the ?Effective Date?), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (?Employer?), and Fernando Mulet (?

Hotel Management Agreement, effective as of October 31, 2007, entered into by and between Playa Cana B.V., and Operator

Exhibit 10.33 HOTEL MANAGEMENT AGREEMENT HOTEL MANAGEMENT AGREEMENT (hereinafter referred to as the ?Agreement?), effective as from October 31, 2007 (?Effective Date?), entered into by and between Playa Cana B.V., a company organized and existing under the laws of The Netherlands (hereinafter referred to as the ?Owner?), and , a limited liability company organized and existing under the laws of Ne

Second Amendment to Hotel Management Agreement, entered into on February 23, 2022, by and among Inversiones Vilazul, S.A.S.

SECOND AMENDMENT TO HOTEL MANAGEMENT AGREEMENT This SECOND AMENDMENT TO HOTEL MANAGEMENT AGREEMENT (this ?Second Amendment?) is made and entered as of the 23rd day of February, 2022, by and among INVERSIONES VILAZUL, S.

Fourth Amendment to Hotel Management Agreement, entered into on February 23, 2022, by and between Playa Cana B.V., and Operator

FOURTH AMENDMENT TO HOTEL MANAGEMENT AGREEMENT This FOURTH AMENDMENT TO HOTEL MANAGEMENT AGREEMENT (this ?Fourth Amendment?) is made and entered as of the 23rd day of February, 2022, by and between PLAYA CANA B.

Executive Employment Agreement, dated as of December 20, 2021, by Playa Resorts Management, LLC, and Bruce D. Wardinski

Exhibit 10.22 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (?Agreement?) is made as of December 20, 2021, (the ?Agreement Date?), with an effective date of January 1, 2022 (the ?Effective Date?), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (?Employer?), and Bruce Wardinski

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 001-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as speci

Separation Agreement by and between Playa Management USA, LLC, and Kevin Froemming

Exhibit 10.27 Separation Agreement This Separation Agreement (?Agreement?) is entered by and between Kevin Froemming (hereinafter referred to as ?Executive?) and Playa Management USA, LLC (hereinafter referred to as the ?Company?). Executive and the Company collectively are referred to as the ?Parties,? and individually are referred to as a ?Party.? RECITALS WHEREAS, Executive was employed by the

August 12, 2013, by and among Inversiones Vilazul, S.A.S., Perfect Tours N.V., and Operator **

FIRST AMENDMENT TO HOTEL MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO HOTEL MANAGEMENTAGREEMENT (this "Amendment") is made as of this 12th date of August, 2013 by and among INVERSIONES VILAZUL, S.

Executive Employment Agreement, dated as of December 20, 2021, by Playa Resorts Management, LLC, and Tracy-Marie J. Colden

Exhibit 10.24 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (?Agreement?) is made as of December 20, 2021 (the ?Agreement Date?), with an effective date of January 1, 2022 (the ?Effective Date?), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (?Employer?), and Tracy-Marie J. Co

PLYA / Playa Hotels & Resorts NV / HG Vora Capital Management, LLC - AMENDMENT NO. 2 Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2) Under the Securities Exchange Act of 1934 Playa Hotels & Resorts N.V. (Name of Issuer) Common Stock, par value ?0.10 per share (Title of Class of Securities) N70544106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

PLYA / Playa Hotels & Resorts NV / Rubric Capital Management LP - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, ?0.10 par value per share (Title of Class of Securities) N70544106 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pur

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd.

PLYA / Playa Hotels & Resorts NV / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Playa Hotels & Resorts NV (Name of Issuer) Common Stock (Title of Class of Securities) N70544106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

PLYA / Playa Hotels & Resorts NV / DAVIDSON KEMPNER PARTNERS - PLAYA HOTELS & RESORTS N.V. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, ?0.10 par value per share (Title of Class of Securities) N70544106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

PLYA / Playa Hotels & Resorts NV / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Playa Hotels & Resorts N.V. (Name of Issuer) Common Stock (Title of Class of Securities) N70544106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2022 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or orga

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2021 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2021 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Comm

PLYA / Playa Hotels & Resorts NV / FARALLON CAPITAL MANAGEMENT LLC - AMENDMENT NO. 7 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Underwriting Agreement dated November 8, 2021 by and among Playa Hotels & Resorts N.V., Cabana Investors B.V., Playa Four Pack, L.L.C. and BofA Securities, Inc.

EX-1.1 2 d203080dex11.htm EX-1.1 Exhibit 1.1 PLAYA HOTELS & RESORTS N.V. (a Dutch public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands) 8,352,553 Ordinary Shares UNDERWRITING AGREEMENT Dated: November 8, 2021 PLAYA HOTELS & RESORTS N.V. (a Dutch public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Comm

8,352,553 Shares PLAYA HOTELS & RESORTS N.V. Ordinary Shares

424B5 1 d208508d424b5.htm 424B5 Filed pursuant to Rule 424(b)(5) Registration No. 333-223888 Prospectus Supplement (to Prospectus dated April 6, 2018) 8,352,553 Shares PLAYA HOTELS & RESORTS N.V. Ordinary Shares The selling shareholders (the “Selling Shareholders”) named in this prospectus supplement are offering 8,352,553 of our ordinary shares (“Ordinary Shares”). We will not receive any proceed

Subject to Completion, dated November 8, 2021

Filed pursuant to Rule 424(b)(5) Registration No. 333-223888 The information in this preliminary prospectus supplement is not complete and may be changed. Subject to Completion, dated November 8, 2021 Prospectus Supplement (to Prospectus dated April 6, 2018) 8,352,553 Shares PLAYA HOTELS & RESORTS N.V. Ordinary Shares The selling shareholders (the ?Selling Shareholders?) named in this prospectus s

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Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or org

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 1-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as sp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2021 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or orga

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Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 1-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as specifi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2021 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Commiss

definitive proxy statement

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Open Resorts (1)

Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 1-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as specif

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or other jurisdiction of incorporation or organiza

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid

- PRE 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2021 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Commis

Annual Report - FORM 10-K

v4.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 001-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as

Executive Employment Agreement, dated as of January 2, 2020, by and between Playa Resorts Managemen

Exhibit 10.30 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made as of January 2, 2020, (the "Agreement Date") , with an effective date of January 1, 2020 (the "Effective Date"), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 ("Playa Resorts"), and Tracy-Marie

Subsidiaries of Playa Hotels & Resorts N.V.

EX-21.1 3 ye20-exhibit211.htm LIST OF SUBSIDIARIES Exhibit 21.1 Subsidiaries of Playa Hotels & Resorts N.V. Entity Name Jurisdiction of Incorporation Paloma Capital N.V. Curacao Perfect Timing N.V. Curacao Perfect Tours N.V. Curacao Best Trip Tours & Travel, S.R.L. Dominican Republic Inversiones Vilazul, S.A.S. Dominican Republic Servicios PLYA DR Hoteles, S.A.S. Dominican Republic Ensenada Fugiti

Open Resorts (1)

EX-99.1 2 a2020ye-exx991xearningrele.htm EXHIBIT 99.1 Exhibit 99.1 Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.V. Reports Fourth Quarter and Full Year 2020 Results Fairfax, VA, March 4, 2021 – Playa Hotels & Resorts N.V. (the “Company”) (NASDAQ: PLYA) today announced results of operations for the three months and year ended December 31, 2020.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2021 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Commiss

Board Rules for Playa Hotels & Resorts N.V.

EX-3.1 2 d10004dex31.htm EX-3.1 Exhibit 3.1 BOARD RULES Playa Hotels & Resorts N.V. adopted by the Board on March 9, 2017, amended as of February 18, 2021 INTRODUCTION Article 1 1.1 These rules govern the organization, decision-making and other internal matters of the Board. In performing their duties, the Directors shall act in compliance with these rules. 1.2 These rules are complementary to, an

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2021 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Com

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Playa Hotels & Resorts N.V. (Name of Issuer) Common Stock, par value €0.10 per share (Title of Class of Securities) (

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Playa Hotels & Resorts N.V. (Name of Issuer) Common Stock, par value ?0.10 per share (Title of Class of Securities) N70544106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2021 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Comm

Playa Hotels & Resorts N.V. Announces Amendments of Credit Facilities, Extension of Revolving Credit Facility Maturity and Extension of Covenant Relief Periods

EX-99.1 Exhibit 99.1 Playa Hotels & Resorts N.V. Announces Amendments of Credit Facilities, Extension of Revolving Credit Facility Maturity and Extension of Covenant Relief Periods Fairfax, Va.—February 8, 2021—Playa Hotels & Resorts N.V. (NASDAQ: PLYA) (the “Company”) today announced that it has entered into amendments to its credit agreements with its senior secured credit facility lenders to, a

Second Amendment to Credit Agreement, dated as of February 5, 2021, among Playa Hotels & Resorts N.V., Playa Resorts Holding B.V., as borrower, Cortland Capital Market Services LLC, as Administrative Agent, and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on February 5, 2021)

EX-10.2 Exhibit 10.2 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of February 5, 2021, by and among Playa Resorts Holding B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid with its corporate seat in Amsterdam, the Netherlands (the “Borrower”), Playa Hotels & Resorts N.V., a Dutch naamloze venno

Fifth Amendment to Amended & Restated Credit Agreement, dated as of February 5, 2021, among Playa Hotels & Resorts N.V., Playa Resorts Holding B.V., as Borrower, the Guarantors party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and lender and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on February 5, 2021)

EX-10.1 Exhibit 10.1 EXECUTION VERSION FIFTH AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENT This FIFTH AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENT (this “Fifth Amendment”), dated as of February 5, 2021, by and among Playa Resorts Holding B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid with its corporate seat in Amsterdam, the Netherlands (the “Borrower”), Playa Hotels & R

Playa Hotels & Resorts N.V.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, €0.01 par value per share (Title of Class of Securities) N70544106 (CUSIP Number) January 11, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

Old Sagicor Lock-Up Agreement*

EX-9 2 tm213003d3ex-9.htm EXHIBIT 9 Exhibit 9 January 15, 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representative of the several Underwriters Re: Public Offering of Ordinary Shares, With a Nominal Value Per Share of €0.10, by Playa Hotels & Resorts N.V. Ladies and Gentlemen: The undersigned, a shareholder and, if applicable, an officer and/or director of Playa

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 4) Under the Securities Exchange Act of 1934 PLAYA HOTELS & RESORTS N.V. (Name of Issuer) Ordinary Shares, par value €0.10 per share (Title of Class of Securities

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 4) Under the Securities Exchange Act of 1934 PLAYA HOTELS & RESORTS N.V. (Name of Issuer) Ordinary Shares, par value €0.10 per share (Title of Class of Securities) N70544106 (CUSIP Number) Cathleen McLaughlin, Esq. Paul Hastings LLP 200 Park Avenue New York, New York 10166 (212) 318-6620 (Name, Address and Tele

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, par value €0.10 per share (Title of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3) Under the Securities Exchange Act of 1934 PLAYA HOTELS & RESORTS N.V. (Name of Issuer) Ordinary Shares, par value €0.10 per share (Title of Class of Securities

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3) Under the Securities Exchange Act of 1934 PLAYA HOTELS & RESORTS N.V. (Name of Issuer) Ordinary Shares, par value €0.10 per share (Title of Class of Securities) N70544106 (CUSIP Number) Cathleen McLaughlin, Esq. Paul Hastings LLP 200 Park Avenue New York, New York 10166 (212) 318-6620 (Name, Address and Tele

35,000,000 Shares PLAYA HOTELS & RESORTS N.V. Ordinary Shares

Table of Contents Filed pursuant to Rule 424(b)(5) Registration Nos. 333-249413 and 333-225756 Prospectus Supplement (to Prospectuses dated October 20, 2020 and August 3, 2018) 35,000,000 Shares PLAYA HOTELS & RESORTS N.V. Ordinary Shares This prospectus supplement relates to a total offering of 35,000,000 of our ordinary shares (“Ordinary Shares”). We are offering a total of 25,000,000 Ordinary S

35,000,000 Shares PLAYA HOTELS & RESORTS N.V. Ordinary Shares

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration Nos. 333-249413 and 333-225756 Prospectus Supplement (to Prospectuses dated October 20, 2020 and August 3, 2018) 35,000,000 Shares PLAYA HOTELS & RESORTS N.V. Ordinary Shares This prospectus supplement relates to a total offering of 35,000,000 of our ordinary shares (“Ordinary Shares”). We are offering a total of 25,000,000 Ordi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2021 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Commi

Underwriting Agreement dated January 6, 2021 by and among Playa Hotels & Resorts N.V., Jamziv Mobay Jamaica Portfolio Limited and Deutsche Bank Securities Inc., for itself and as representative for the several underwriters named therein

EX-1.1 Exhibit 1.1 Playa hotels PLAYA HOTELS & RESORTS N.V. (a Dutch public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands) 35,000,000 Ordinary Shares UNDERWRITING AGREEMENT Dated: January 6, 2021 PLAYA HOTELS & RESORTS N.V. (a Dutch public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands) 35,000,000

Subject to Completion, dated January 6, 2021

424B5 1 d102520d424b5.htm 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration Nos. 333-249413 and 333-225756 The information in this preliminary prospectus supplement is not complete and may be changed. Subject to Completion, dated January 6, 2021 Prospectus Supplement (to Prospectuses dated October 20, 2020 and August 3, 2018) 35,000,000 Shares PLAYA HOTELS & RESORTS N.V. Ordina

Subject to Completion, dated January 6, 2021

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration Nos. 333-249413 and 333-225756 The information in this preliminary prospectus supplement is not complete and may be changed. Subject to Completion, dated January 6, 2021 Prospectus Supplement (to Prospectuses dated October 20, 2020 and August 3, 2018) 35,000,000 Shares PLAYA HOTELS & RESORTS N.V. Ordinary Shares This prospectus

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2020 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Com

PLYA / Playa Hotels & Resorts NV / FARALLON CAPITAL MANAGEMENT LLC - AMENDMENT NO. 4 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Underwriting Agreement dated November 18, 2020 by and among Playa Hotels & Resorts N.V., Cabana Investors B.V., Playa Four Pack, L.L.C. and BofA Securities, Inc.

EX-1.1 2 d50188dex11.htm EX-1.1 Exhibit 1.1 PLAYA HOTELS & RESORTS N.V. (a Dutch public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands) 13,575,739 Ordinary Shares UNDERWRITING AGREEMENT Dated: November 18, 2020 PLAYA HOTELS & RESORTS N.V. (a Dutch public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherland

13,575,739 Shares PLAYA HOTELS & RESORTS N.V. Ordinary Shares

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-223888 Prospectus Supplement (to Prospectus dated April 6, 2018) 13,575,739 Shares PLAYA HOTELS & RESORTS N.V. Ordinary Shares The selling shareholders (the “Selling Shareholders”) named in this prospectus supplement are offering 13,575,739 of our ordinary shares (“Ordinary Shares”). We will not receive any proceeds from

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2020 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Com

Subject to Completion, dated November 16, 2020

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-223888 The information in this preliminary prospectus supplement is not complete and may be changed. Subject to Completion, dated November 16, 2020 Prospectus Supplement (to Prospectus dated April 6, 2018) 12,500,000 Shares PLAYA HOTELS & RESORTS N.V. Ordinary Shares The selling shareholders (the “Selling Shareholders”)

PLYA / Playa Hotels & Resorts NV / TPG Pace Sponsor, LLC - AMENDMENT TO FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Playa Hotels & Resorts N.V. (Name of Issuer) Ordinary Shares, par value €0.10 per share (Titles of Class of Securities) N70544106 (CUSIP Number) Michael LaGatta TPG Global, LLC 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 (817) 871-4000 (Name, Add

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2020 PLAYA HOTELS & RESORTS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 1-38012 98-1346104 (State or Other Jurisdiction of Incorporation) (Comm

Open Resorts (1)

EX-99.1 2 a2020q3-exx991xearning.htm EXHIBIT 99.1 Company Contact Ryan Hymel, EVP and Chief Financial Officer (571) 529-6113 Playa Hotels & Resorts N.V. Reports Third Quarter 2020 Results Fairfax, VA, November 4, 2020 – Playa Hotels & Resorts N.V. (the “Company” or “Playa”) (NASDAQ: PLYA) today announced results of operations for the three and nine months ended September 30, 2020. The following ta

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NO. 1-38012 Playa Hotels & Resorts N.V. (Exact name of registrant as sp