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~~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)	(Commission File Number)	(I.R.S. Employer Identification No.)

Keizersgracht 555 1017 DR Amsterdam, the Netherlands		Not Applicable
(Address of Principal Executive Offices)		(Zip Code)

The Netherlands

1-38012

98-1346104

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

Keizersgracht 5551017 DR Amsterdam, the Netherlands						Not Applicable
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: Tel: + 31 20 240 9000

_____________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Title of each Class	TradingSymbol(s)		Name of Each Exchangeon Which Registered
Ordinary Shares, €0.10 par value	PLYA	~~PLYA~~	The Nasdaq Stock Market LLC	~~The Nasdaq Stock Market LLC~~

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2 5.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

~~On February 25, 2025,~~ Playa Hotels & Resorts N.V. (“Playa” or the “Company”) ~~issued~~held an extraordinary general meeting of shareholders (the “EGM”) on Thursday, April 17, 2025, at 11:00 a.m., Central European Summer Time, in Amsterdam, the Netherlands. As of March ~~press~~20, ~~release~~2025, ~~reporting~~the record date for the EGM, there were 127,827,581 shares of the Company’s ~~financial~~ordinary ~~results~~shares, ~~for~~par value €0.10 per share (the ~~three~~“Shares”), ~~months~~issued and ~~year~~outstanding. ~~ended~~At ~~December 31~~the EGM, ~~2024~~a total of 106,832,659 Shares were present in person or by proxy, representing 83.57% Aof ~~copy~~the total number of shares outstanding and entitled to vote at the ~~press~~EGM ~~release~~and isa ~~attached~~quorum ~~hereto~~for all matters before the Stockholders as ~~Exhibit~~required 99by the Company’s Articles of Association.1 The results of the matters voted upon and isadopted ~~incorporated~~at ~~herein~~the byCompany’s ~~reference~~EGM are set forth below.

~~The information in this Item 2.02~~ (~~including Exhibit 99.~~1) ~~shall~~Conditional ~~not~~appointment ~~be deemed to be “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~following ~~Exchange~~person ~~Act of 1934,~~ as ~~amended~~executive ~~(the~~director ~~“Exchange Act”), or otherwise subject to the liability~~ of ~~that section, and shall not be incorporated by reference into any registration statement or other document filed under~~ the ~~Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.~~Company:

Item 9.01 Financial Statements and Exhibits.


Nominee	Votes For	Votes Against	Abstain	Broker Non-Votes
Felicity Black-Roberts	94,077,739	179,228	12,575,692	—

(d2)~~Exhibits.~~ Conditional appointment of the following persons as non-executive directors of the Company:

ExhibitNo.			Description
Nominee	Votes For	Votes Against	Abstain	Broker Non-Votes
99.1			Press release announcing the Company’s financial results for the three months and year ended December 31, 2024
Noah Hoppe	94,158,908	98,005	12,575,746	—
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document
James Francque	94,158,789	98,123	12,575,747	—

(3)	Conditional granting of full and final discharge to each member of Playa’s Board of Directors for his or her acts of management or supervision, as applicable, up to and including the date of the EGM.


Votes For	Votes Against	Abstain	Broker Non-Votes
93,836,182	66,125	12,930,352	—

(4)

Conditional resolution to enter into a statutory triangular merger of the Company (as disappearing company) with and into Playa Hotels & Resorts Merger Sub B.V. (as acquiring company), with Playa Hotels & Resorts New TopCo B.V. (“New TopCo”) allotting class A shares of New TopCo to Playa’s shareholders (other than HI Holdings Playa B.V. (“Buyer”)) and class B shares of New TopCo to Buyer in accordance with Sections 2:309 et seq. and 2:333a of the Dutch Civil Code (the “Triangular Merger”).


Votes For	Votes Against	Abstain	Broker Non-Votes
93,969,878	35,781	12,827,000	—

(5)	Conditional resolution to approve, to the extent required under applicable law, also within the meaning of Section 2:107a of the Dutch Civil Code, the cancellation of all outstanding class A shares of New TopCo following the effective time of the Triangular Merger.


Votes For	Votes Against	Abstain	Broker Non-Votes
93,969,759	35,762	12,827,138	—

(6)	Non-binding advisory vote to approve the compensation that will or may become payable by the Company to its named executive officers in connection with the completion of Buyer’s offer to purchase all of the outstanding Shares.


Votes For	Votes Against	Abstain	Broker Non-Votes
68,127,336	25,630,510	13,074,813	—

Additional Information and Where to Find It

This ~~Current Report on~~ Form 8-K is ~~not~~for ainformational ~~recommendation,~~purposes only and is neither an offer to purchase ornor a solicitation of an offer to sell any ordinary shares of Playa or any other securities., ~~This~~nor ~~Current~~is ~~Report~~it ona ~~Form~~substitute ~~8-K~~for ~~may~~the betender ~~deemed~~offer tomaterials bethat ~~solicitation~~Hyatt ~~material~~Hotels inCorporation ~~respect of the EGM Proposals~~ (~~defined below~~“Hyatt”). ~~Playa~~and ~~intends~~Buyer tohave ~~file~~filed with the SEC aupon ~~definitive~~commencement ~~proxy~~of ~~statement~~the intender ~~connection~~offer. ~~with~~On anFebruary 24, ~~extraordinary general meeting of shareholders of Playa~~2025, ata ~~which~~tender ~~the~~offer ~~Playa~~statement ~~shareholders will vote~~ on ~~certain~~Schedule ~~proposed~~TO ~~resolutions~~ (the “~~EGM~~Tender ~~Proposals”)~~Offer ~~in connection with the transactions with Hyatt Hotels Corporation (“Hyatt~~Statement”), ~~referenced~~including inan ~~the~~offer ~~exhibit~~ to ~~this Current Report on Form 8-K~~purchase, ~~and~~a ~~will~~letter ~~mail~~of ~~the~~transmittal ~~definitive proxy statement~~ and arelated ~~proxy~~documents, ~~card~~was tofiled ~~each~~with ~~shareholder entitled to vote at~~ the ~~extraordinary~~SEC ~~general~~by ~~meeting.~~Hyatt ~~SHAREHOLDERS~~and ~~ARE~~Buyer ~~URGED~~and TOa ~~READ~~solicitation/recommendation ~~THE~~statement ~~PROXY~~on ~~STATEMENT~~Schedule 14D-9 (~~INCLUDING~~the ~~ANY~~“Solicitation/Recommendation ~~AMENDMENTS OR SUPPLEMENTS THERETO~~Statement”) ~~WHEN~~was ~~SUCH~~filed ~~DOCUMENTS~~with ~~BECOME~~the ~~AVAILABLE,~~SEC ASby ~~THEY~~Playa ~~WILL~~with ~~CONTAIN~~respect ~~IMPORTANT~~to ~~INFORMATION~~the ~~THAT~~tender ~~HOLDERS OF PLAYA’S SECURITIES SHOULD CONSIDER BEFORE MAKING ANY VOTING DECISION~~offer. ~~Shareholders~~The ~~can~~offer ~~obtain~~to ~~these~~purchase ~~documents~~all ~~when they are filed and become available free~~ of ~~charge from~~ the ~~SEC’s~~outstanding ~~website~~ordinary atshares ~~www.sec.gov. Copies~~ of ~~the documents filed with the SEC by~~ Playa ~~will~~is beonly ~~available~~being ~~free~~made ofpursuant ~~charge~~to onthe ~~Playa’s~~Tender ~~website,~~Offer ~~investors.playaresorts.com,~~Statement or(as byamended ~~contacting~~from ~~Playa’s~~time ~~investor~~to ~~relations department at ir@playaresorts~~time).~~com.~~

~~Participants~~THE inTENDER ~~the~~OFFER ~~Solicitation~~STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND THE OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF PLAYA ARE URGED TO READ THESE DOCUMENTS CAREFULLY (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES.

~~Playa,~~The ~~its~~Tender ~~directors~~Offer ~~and~~Statement ~~executive~~(including ~~officers~~the ~~and~~offer ~~other~~to ~~members of its management and employees~~purchase, asthe ~~well~~related asletter ~~Hyatt~~of transmittal and ~~its~~the ~~directors~~other ~~and~~tender ~~executive~~offer ~~officers~~documents), ~~may~~the beSolicitation/Recommendation ~~deemed~~Statement toand beother ~~participants~~documents infiled with the ~~solicitation~~SEC ofby ~~proxies~~Hyatt ~~from~~or Playa’s ~~shareholders~~may inbe ~~connection~~obtained ~~with~~free ~~the~~of ~~EGM~~charge ~~Proposals.~~at ~~Information~~the ~~about Playa~~SEC’s ~~directors~~website ~~and~~at ~~executive~~www.sec.gov ~~officers~~or ~~and~~at ~~their ownership of~~ Playa’s ~~ordinary~~website ~~shares~~at isinvestors.playaresorts.com ~~set~~or ~~forth~~by incontacting ~~the proxy statement for~~ Playa’s ~~2024~~investor ~~annual~~relations ~~general~~department ~~meeting~~at ~~of shareholders, which was filed with the SEC on April 22, 2024~~ir@playaresorts.com ~~Information~~or ~~about~~at Hyatt’s ~~directors~~website ~~and~~at ~~executive~~investors.hyatt.com ~~officers~~or isby ~~set~~contacting ~~forth in the proxy statement for~~ Hyatt’s ~~2024~~investor ~~annual~~relations ~~meeting~~department ofat ~~shareholders,~~investorrelations@hyatt.com. ~~which~~In ~~was~~addition, ~~filed~~investors ~~with~~and ~~the~~shareholders ~~SEC~~of onPlaya ~~April 4, 2024. Shareholders~~ may obtain ~~additional~~free ~~information~~copies ~~regarding the direct and indirect interests~~ of the ~~participants~~tender inoffer ~~the~~materials ~~solicitation~~by ofcontacting ~~proxies~~Georgeson ~~in connection with the EGM Proposals~~LLC, ~~including~~ the ~~interests~~information ofagent ~~Playa’s~~for ~~directors and executive officers in~~ the ~~transaction~~tender offer, ~~which~~toll ~~may~~free beat ~~different~~(866) 828-4304 ~~than~~(for ~~those of Playa’s~~ shareholders) ~~generally,~~or bycollect ~~reading~~at ~~the~~(210) 664-3693 ~~proxy~~(for ~~statement~~banks and ~~other~~brokers), ~~relevant~~or ~~documents~~by ~~regarding~~email ~~the~~at ~~transaction which will be filed with the SEC~~HyattOffer@georgeson.com.

Forward-Looking Statements

The exhibit to this Current Report on Form 8-K contains “forward-looking statements,” as defined by federal securities laws. Forward-looking statements reflect Playa’s current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," and the negatives of these words and other similar expressions generally identify forward looking statements. Forward-looking statements include, without limitation, statements regarding the proposed

transaction, including the benefits of the proposed transaction; filings and approvals relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Such forward-looking statements are subject to various risks and uncertainties, including uncertainties as to the timing of the tender offer and other proposed transactions; uncertainties as to how many of Playa’s shareholders will tender their shares in the offer or approve the resolutions to be solicited at the extraordinary general meeting of Playa’s shareholders; the possibility that various closing conditions for the proposed transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement with Hyatt; the effects of the proposed transaction (or the announcement thereof) on relationships with employees, customers, other business partners or governmental entities; transaction costs; the risk that the proposed transaction will divert management’s attention from Playa’s ongoing business operations; changes in the Company’s businesses during the period between now and the closing; risks associated with litigation; and other risks and uncertainties detailed from time to time in documents Playa files with the SEC, including those described under the section entitled “Risk Factors” in Playa’s Annual Report on Form 10-K, filed with the SEC on February 25, 2025, as such factors may be updated from time to time in Playa’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, as well as the Schedule 14D-9 filed by Playa and the proxy statement and other documents to be filed by Playa. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Playa's filings with the SEC. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. Playa disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this communication, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Playa Hotels & Resorts N.V.
Date:	February 25, 2025	By:	/s/ Ryan Hymel
			Ryan Hymel
			Chief Financial Officer


Playa Hotels & Resorts N.V.

By:		/s/ Tracy M.J. Colden
Name:		Tracy M.J. Colden
Title:		Executive Vice President and General Counsel

Date: April 17, 2025

Filing Compare · Playa Hotels & Resorts N.V.