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Form SCHEDULE 13D/A Hyatt Hotels Corp Filed by: Robin Road Trust Co LLC

April 21, 2026 7:25 PM





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
Represents shares of the Issuer's Class A Common Stock, $0.01 par value per share (the "Class A Common Stock"), issuable upon conversion of shares of the Issuer's Class B Common Stock, $0.01 par value per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"). As provided in the Issuer's Amended and Restated Certificate of Incorporation (the "Charter"), each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the Schedule 13D), which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a "group," within the meaning of Section 13(d)(3) of the Act (as defined in the Schedule 13D), comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership. All references to the number of shares outstanding are as of March 23, 2026, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 2, 2026, as adjusted to account for (i) the conversion of an aggregate 8,970 shares of Class B Common Stock into 8,970 shares of Class A Common Stock in connection with sales by a certain Separately Filing Group Member on April 16, 2026 and (ii) the conversion of an aggregate 291,696 shares of Class B Common Stock into 291,696 shares of Class A Common Stock in connection with sales by the Reporting Persons on April 17, 2026. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 94,139,969 shares of Common Stock outstanding as of March 23, 2026, as adjusted.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents shares of the Issuer's Class A Common Stock issuable upon conversion of shares of the Issuer's Class B Common Stock. As provided in the Charter, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. The Reporting Person is party to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a "group," within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership. All references to the number of shares outstanding are as of March 23, 2026, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 2, 2026, as adjusted to account for (i) the conversion of an aggregate 8,970 shares of Class B Common Stock into 8,970 shares of Class A Common Stock in connection with sales by a certain Separately Filing Group Member on April 16, 2026 and (ii) the conversion of an aggregate 291,696 shares of Class B Common Stock into 291,696 shares of Class A Common Stock in connection with sales by the Reporting Persons on April 17, 2026. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 94,139,969 shares of Common Stock outstanding as of March 23, 2026, as adjusted.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents shares of the Issuer's Class A Common Stock issuable upon conversion of shares of the Issuer's Class B Common Stock. As provided in the Charter, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. The Reporting Person is party to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a "group," within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership. All references to the number of shares outstanding are as of March 23, 2026, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 2, 2026, as adjusted to account for (i) the conversion of an aggregate 8,970 shares of Class B Common Stock into 8,970 shares of Class A Common Stock in connection with sales by a certain Separately Filing Group Member on April 16, 2026 and (ii) the conversion of an aggregate 291,696 shares of Class B Common Stock into 291,696 shares of Class A Common Stock in connection with sales by the Reporting Persons on April 17, 2026. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 94,139,969 shares of Common Stock outstanding as of March 23, 2026, as adjusted.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents shares of the Issuer's Class A Common Stock issuable upon conversion of shares of the Issuer's Class B Common Stock. As provided in the Charter, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. The Reporting Person is party to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a "group," within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership. All references to the number of shares outstanding are as of March 23, 2026, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 2, 2026, as adjusted to account for (i) the conversion of an aggregate 8,970 shares of Class B Common Stock into 8,970 shares of Class A Common Stock in connection with sales by a certain Separately Filing Group Member on April 16, 2026 and (ii) the conversion of an aggregate 291,696 shares of Class B Common Stock into 291,696 shares of Class A Common Stock in connection with sales by the Reporting Persons on April 17, 2026. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 94,139,969 shares of Common Stock outstanding as of March 23, 2026, as adjusted.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents shares of the Issuer's Class A Common Stock issuable upon conversion of shares of the Issuer's Class B Common Stock. As provided in the Charter, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. The Reporting Person is party to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a "group," within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership. All references to the number of shares outstanding are as of March 23, 2026, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 2, 2026, as adjusted to account for (i) the conversion of an aggregate 8,970 shares of Class B Common Stock into 8,970 shares of Class A Common Stock in connection with sales by a certain Separately Filing Group Member on April 16, 2026 and (ii) the conversion of an aggregate 291,696 shares of Class B Common Stock into 291,696 shares of Class A Common Stock in connection with sales by the Reporting Persons on April 17, 2026. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 94,139,969 shares of Common Stock outstanding as of March 23, 2026, as adjusted.


SCHEDULE 13D


Robin Road Trust Company LLC, as trustee of Robin Road Trust and the trusts listed on Appendix 1 of Exhibit 99.1
Signature:/s/ Mary F. Falcon
Name/Title:President
Date:04/21/2026
TAWANI Enterprises, Inc.
Signature:/s/ Michelle M. Nakfoor
Name/Title:General Counsel
Date:04/21/2026
Jennifer N. Pritzker, not individually, but as Chairwoman of and trustee of the sole stockholder of TAWANI Enterprises, Inc.
Signature:/s/ Jennifer N. Pritzker
Name/Title:Jennifer N. Pritzker, not individually, but as Chairwoman of and trustee of the sole stockholder of TAWANI Enterprises, Inc.
Date:04/21/2026
Mary F. Falcon, not individually, but solely as the trustee of Tal - 2010 ECI Family Mirror Trust #4
Signature:/s/ Mary F. Falcon
Name/Title:Mary F. Falcon, not individually, but solely as the trustee of Tal - 2010 ECI Family Mirror Trust #4
Date:04/21/2026
JP Morgan Trust Company (Bahamas) Limited, not individually, but solely as trustee of the trusts listed on Appendix 2 of Exhibit 99.1
Signature:/s/ Rhonda Finley /s/ Thurl Edwards
Name/Title:Rhonda Finley, Authorized Signatory* Thurl Edwards, Authorized Signatory*
Date:04/21/2026
Comments accompanying signature:
*A Managing Director's Certificate evidencing the authority of such persons to sign and file this Amendment No. 10 on behalf of JP Morgan Trust Company (Bahamas) Limited was filed as Exhibit 24 to this Schedule 13D.

ATTACHMENTS / EXHIBITS

EX-99.1

EX-99.2

EX-99.3

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