plya-20250331

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 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 specified in its charter)




The	Netherlands	98-1346104
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

Keizersgracht 555

1017 DR

Amsterdam,

the

Netherlands

Not Applicable

(Address of Principal Executive Offices)

(Zip Code)

+31 20 240 9000

(Registrant’s Telephone Number, Including Area Code)

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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past ninety (90) days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of April 30, 2025, there were 123,013,382 shares of the registrant’s ordinary shares, €0.10 par value, outstanding.

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Playa Hotels & Resorts N.V. TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024	2
	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024	3
	Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	5
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	50
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults Upon Senior Securities	51
Item 4.	Mine Safety Disclosures	51
Item 5.	Other Information	51
Item 6.	Exhibits	52

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Playa Hotels & Resorts N.V.

Condensed Consolidated Balance Sheets

($ in thousands, except share data)

(unaudited)


	As of March 31,		As of December 31,
	2025		2024
ASSETS
Cash and cash equivalents	$	265,400	$	189,278
Trade and other receivables, net	66,310		66,957
Insurance recoverable	11,484		14,549
Accounts receivable from related parties	803		1,560
Inventories	15,475		17,226
Prepayments and other assets	47,127		55,065
Property and equipment, net	1,381,110		1,374,330
Derivative financial instruments	658		1,672
Goodwill, net	60,642		60,642
Other intangible assets	1,937		2,091
Deferred tax assets	11,797		11,491
Assets held for sale	—		28,227
Total assets	$	1,862,743	$	1,823,088
LIABILITIES AND SHAREHOLDERS’ EQUITY
Trade and other payables	$	151,087	$	154,577
Payables to related parties	7,687		6,611
Income tax payable	23,304		15,442
Debt	1,068,263		1,069,543
Derivative financial instruments	5,701		12,581
Other liabilities	27,635		27,512
Deferred tax liabilities	49,339		54,932
Total liabilities	1,333,016		1,341,198
Commitments and contingencies (see Note 7)
Shareholders’ equity
Ordinary shares (par value €0.10; 500,000,000 shares authorized, 173,817,323 shares issued and 122,988,198 shares outstanding as of March 31, 2025 and 172,016,422 shares issued and 121,554,617 shares outstanding as of December 31, 2024)	19,290		19,104
Treasury shares (at cost, 50,829,125 shares as of March 31, 2025 and 50,461,805 shares as of December 31, 2024)	(404,310)		(399,732)
Paid-in capital	1,221,011		1,216,802
Accumulated other comprehensive loss	(4,064)		(8,959)
Accumulated deficit	(302,200)		(345,325)
Total shareholders’ equity	529,727		481,890
Total liabilities and shareholders’ equity	$	1,862,743	$	1,823,088

The accompanying Notes form an integral part of the Condensed Consolidated Financial Statements.

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Playa Hotels & Resorts N.V.

Condensed Consolidated Statements of Operations

($ in thousands, except share data)

(unaudited)


	Three Months Ended March 31,
		2025		2024
Revenue
Package		$	234,339	$	259,629
Non-package		33,348		34,143
The Playa Collection		1,449		1,020
Management fees		(3,884)		2,534
Cost reimbursements		1,775		2,889
Other revenues		260		420
Total revenue		267,287		300,635
Direct and selling, general and administrative expenses
Direct		126,642		137,979
Selling, general and administrative		52,182		51,219
Depreciation and amortization		19,440		18,672
Reimbursed costs		3,205		2,889
Loss (gain) on sale of assets		626		(36)
Business interruption insurance recoveries		(21)		(17)
Gain on insurance proceeds		(385)		(370)
Direct and selling, general and administrative expenses		201,689		210,336
Operating income		65,598		90,299
Interest expense		(19,961)		(23,128)
Other expense		(151)		(793)
Net income before tax		45,486		66,378
Income tax provision		(2,361)		(12,037)
Net income		$	43,125	$	54,341

Earnings per share
Basic		$	0.35	$	0.40
Diluted		$	0.34	$	0.39
Weighted average number of shares outstanding during the period - Basic		122,830,671		136,651,696
Weighted average number of shares outstanding during the period - Diluted		125,178,151		138,009,859

The accompanying Notes form an integral part of the Condensed Consolidated Financial Statements.

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Playa Hotels & Resorts N.V.

Condensed Consolidated Statements of Comprehensive Income

($ in thousands)

(unaudited)


	Three Months Ended March 31,
		2025		2024
Net income		$	43,125	$	54,341
Other comprehensive income, net of taxes
Gain on derivative financial instruments		6,010		6,750
Pension obligation loss		(1,115)		(49)
Total other comprehensive income		4,895		6,701
Comprehensive income		$	48,020	$	61,042

The accompanying Notes form an integral part of the Condensed Consolidated Financial Statements.

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Playa Hotels & Resorts N.V.

Condensed Consolidated Statements of Shareholders’ Equity

($ in thousands, except share data)

(unaudited)


	Ordinary Shares			Treasury Shares			Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balance at December 31, 2024	121,554,617	$	19,104	50,461,805	$	(399,732)	$	1,216,802	$	(8,959)	$	(345,325)	$	481,890
Net income	—	—		—	—		—		—		43,125		43,125
Other comprehensive income	—	—		—	—		—		4,895		—		4,895
Share-based compensation, net of tax withholdings	1,433,581	186		367,320	(4,578)		4,209		—		—		(183)

Balance at March 31, 2025	122,988,198	$	19,290	50,829,125	$	(404,310)	$	1,221,011	$	(4,064)	$	(302,200)	$	529,727


	Ordinary Shares			Treasury Shares			Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balance at December 31, 2023	136,081,891	$	18,822	33,342,089	$	(248,174)	$	1,202,175	$	1,112	$	(419,138)	$	554,797
Net income	—	—		—	—		—		—		54,341		54,341
Other comprehensive income	—	—		—	—		—		6,701		—		6,701
Share-based compensation, net of tax withholdings	2,579,278	282		13,164	(109)		3,477		—		—		3,650
Repurchase of ordinary shares	(3,621,127)	—		3,621,127	(32,504)		—		—		—		(32,504)
Balance at March 31, 2024	135,040,042	$	19,104	36,976,380	$	(280,787)	$	1,205,652	$	7,813	$	(364,797)	$	586,985

The accompanying Notes form an integral part of the Condensed Consolidated Financial Statements.

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Playa Hotels & Resorts N.V.

Condensed Consolidated Statements of Cash Flows

($ in thousands)

(unaudited)


	Three Months Ended March 31,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	43,125	$	54,341
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization	19,440		18,672
Amortization of debt discount and issuance costs	1,590		1,648
Share-based compensation	4,395		3,759
Loss on derivative financial instruments	27		9
Deferred income taxes	(6,766)		529
Loss (gain) on sale of assets	626		(36)
Amortization of key money	(178)		(192)
Provision for doubtful accounts	336		491
Other	(1)		153
Changes in assets and liabilities:
Trade and other receivables, net	428		(7,951)
Insurance recoverable	—		(1,237)
Accounts receivable from related parties	757		(562)
Inventories	1,875		1,273
Prepayments and other assets	9,619		5,393
Trade and other payables	(6,283)		(21,692)
Payables to related parties	1,076		967
Income tax payable	7,862		1,016
Other liabilities	159		196
Net cash provided by operating activities	78,087		56,777
INVESTING ACTIVITIES
Capital expenditures	(23,384)		(9,953)
Purchase of intangibles	(129)		(79)
Payment of key money	(1,700)		(485)
Proceeds from the sale of assets, net	27,593		71
Property damage insurance proceeds	3,065		—
Net cash provided by (used in) investing activities	5,445		(10,446)
FINANCING ACTIVITIES
Repayments of debt	(2,750)		(2,750)
Repurchase of ordinary shares	—		(30,534)
Principal payments on finance lease obligations	(82)		(116)
Repurchase of ordinary shares for tax withholdings	(4,578)		(109)
Net cash used in financing activities	(7,410)		(33,509)
INCREASE IN CASH AND CASH EQUIVALENTS	76,122		12,822
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD	$	189,278	$	272,520
CASH AND CASH EQUIVALENTS, END OF THE PERIOD	$	265,400	$	285,342

The accompanying Notes form an integral part of the Condensed Consolidated Financial Statements.

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Playa Hotels & Resorts N.V.

Condensed Consolidated Statements of Cash Flows (continued)

($ in thousands)

(unaudited)


	Three Months Ended March 31,
	2025		2024
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest, net of interest capitalized	$	17,802	$	21,038
Cash paid for income taxes, net	$	869	$	11,381
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES
Capital expenditures incurred but not yet paid	$	4,144	$	1,894
Repurchase of ordinary shares not yet settled	$	—	$	1,970


Par value of vested restricted share awards	$	186	$	282

The accompanying Notes form an integral part of the Condensed Consolidated Financial Statements.

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Playa Hotels & Resorts N.V.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

Note 1. Organization, operations and basis of presentation

Background

Playa Hotels & Resorts N.V. (“Playa” or the “Company”), through its subsidiaries, is a leading owner, operator and developer of all-inclusive resorts in prime beachfront locations in popular vacation destinations. We own and/or manage a portfolio of 22 resorts located in Mexico, the Dominican Republic and Jamaica. Unless otherwise indicated or the context requires otherwise, references in our condensed consolidated financial statements (our “Condensed Consolidated Financial Statements”) to “we,” “our,” “us” and similar expressions refer to Playa and its subsidiaries.

Basis of preparation, presentation and measurement

Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements as of and for the year ended December 31, 2024, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2025 (the “Annual Report”).

In our opinion, the unaudited interim Condensed Consolidated Financial Statements have been prepared on the same basis as the annual Consolidated Financial Statements and include all adjustments, consisting of only normal recurring adjustments, necessary for fair presentation.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2025. All dollar amounts (other than per share amounts) in the following disclosures are in thousands of United States dollars, unless otherwise indicated.

Note 2. Significant accounting policies

Standards not yet adopted

Standard

Description

Date of Adoption

Effect on the Financial Statements or Other Significant Matters

ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

The amendments in this update require that public business entities on an annual basis (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold.

Annual periods beginning after December 15, 2024

We are in the process of evaluating the impact of ASU No. 2023-09 on the Condensed Consolidated Financial Statements.

ASU. No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

The amendments in this update require that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

Annual periods beginning after December 15, 2026

We are in the process of evaluating the impact of ASU No. 2024-03 on the Condensed Consolidated Financial Statements.

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Note 3. Revenue

The following tables present our revenues disaggregated by geographic segment (refer to discussion of our reportable segments in Note 15) ($ in thousands):


	Three Months Ended March 31, 2025
	Yucatán Peninsula		Pacific Coast		Dominican Republic		Jamaica		Other		Total
Package revenue	$	86,067	$	31,685	$	70,157	$	46,430	$	—	$	234,339
Non-package revenue	9,914		4,353		10,546		8,535		—		33,348
The Playa Collection	—		—		—		—		1,449		1,449
Management fees	26		—		—		—		(3,910)		(3,884)
Cost reimbursements	—		—		—		1,046		729		1,775
Other revenues	—		—		—		—		260		260
Total revenue	$	96,007	$	36,038	$	80,703	$	56,011	$	(1,472)	$	267,287


	Three Months Ended March 31, 2024
	Yucatán Peninsula		Pacific Coast		Dominican Republic		Jamaica		Other		Total
Package revenue	$	88,062	$	39,638	$	72,213	$	59,716	$	—	$	259,629
Non-package revenue	10,794		5,916		9,508		7,925		—		34,143
The Playa Collection	—		—		—		—		1,020		1,020
Management fees	39		—		—		—		2,495		2,534
Cost reimbursements	—		—		—		1,095		1,794		2,889
Other revenues	—		—		—		—		420		420
Total revenue	$	98,895	$	45,554	$	81,721	$	68,736	$	5,729	$	300,635

Contract assets and liabilities

We do not have any material contract assets as of March 31, 2025 and December 31, 2024 other than trade and other receivables on our Condensed Consolidated Balance Sheet. Our receivables are primarily the result of contracts with customers, which are reduced by an allowance for doubtful accounts that reflects our estimate of amounts that will not be collected.

We record contract liabilities when cash payments are received or due in advance of guests staying at our resorts, which are presented as advance deposits (see Note 14) within trade and other payables on our Condensed Consolidated Balance Sheet. Our advanced deposits are generally recognized as revenue within one year.

Termination of management agreement

Subsequent to March 31, 2025, we signed an agreement to terminate our management agreement for the Wyndham Alltra Vallarta effective no later than May 30, 2025. In connection with this termination, we forgave all outstanding receivables and unamortized key money due from the owner of the resort, resulting in a reduction to management fees and cost reimbursements of $5.7 million and $1.4 million, respectively, during the three months ended March 31, 2025.

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Note 4. Property and equipment

The balance of property and equipment, net is as follows ($ in thousands):


	As of March 31,		As of December 31,
	2025		2024
Property and equipment, gross
Land, buildings and improvements	$	1,594,207	$	1,560,093
Fixtures and machinery (1)	102,388		97,837
Furniture and other fixed assets	204,633		197,928
Construction in progress	56,779		77,100
Total property and equipment, gross	1,958,007		1,932,958
Accumulated depreciation	(576,897)		(558,628)
Total property and equipment, net	$	1,381,110	$	1,374,330

________

(1) Includes the gross balance of our finance lease right-of-use assets, which was $18.2 million as of March 31, 2025 and December 31, 2024.

Depreciation expense for property and equipment was $19.1 million and $17.7 million for the three months ended March 31, 2025 and 2024, respectively.

For the three months ended March 31, 2025 and 2024, we capitalized $0.7 million and $0.3 million, respectively, of interest expense on qualifying assets using the weighted-average interest rate of our debt.

Hurricane Fiona

We received business interruption proceeds of $0.4 million and property damage insurance proceeds of $3.1 million during the three months ended March 31, 2025 related to the impacts of Hurricane Fiona in September 2022.

Sale of Jewel Paradise Cove Beach Resort & Spa

On December 18, 2024, we entered into an agreement to sell the Jewel Paradise Cove Beach Resort & Spa, which is reported within our Jamaica reportable segment, for $28.5 million in gross cash consideration. On February 20, 2025, we completed the sale, received net cash consideration of approximately $27.6 million, after customary closing costs, and recognized a loss of $0.7 million within loss (gain) on sale of assets in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2025.

Lessor contracts

We rent certain real estate to third parties for office and retail space within our resorts. Our lessor contracts are considered operating leases and generally have a contractual term of one to three years. The following table presents our rental income for the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31,
Leases		2025		2024
Operating lease income (1)		$	922	$	1,186

________

(1) Our operating lease income, which is recorded within non-package revenue in the Condensed Consolidated Statements of Operations, includes variable lease revenue which is typically calculated as a percentage of our tenant’s net sales.

Note 5. Income taxes

We file tax returns for our entities in key jurisdictions including Mexico, the Dominican Republic, Jamaica, the United States, and the Netherlands. We are domiciled in the Netherlands and our Dutch subsidiaries are subject to a Dutch general tax rate of 25.8%. Our other operating subsidiaries are subject to tax rates of up to 30% in the jurisdictions in which they are domiciled.

The Netherlands enacted the Dutch Minimum Tax Act 2024 in December 2023. The Dutch Minimum Tax Act 2024 implements measures to ensure that large multinational groups of companies pay a minimum corporate tax rate of 15% in accordance with the

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European Union's Pillar 2 Directive. As we are incorporated in the Netherlands, we were subject to certain provisions of the Dutch Minimum Tax Act 2024 beginning January 1, 2024. The adoption of the Dutch Minimum Tax Act 2024 resulted in $8.9 million of additional income tax expense incurred in the Netherlands for the three months ended March 31, 2025.

Our Dominican Republic taxes are determined based upon Advanced Pricing Agreements (“APA”) approved by the Ministry of Finance of the Dominican Republic. The Company’s most recent APAs were approved in May 2024 and are effective from January 1, 2022 through December 31, 2025. Our annual effective tax rate calculation reflects the terms of the APAs that were applied for the year ending December 31, 2025.

We had no uncertain tax positions or unrecognized tax benefits as of March 31, 2025. We expect no significant changes in unrecognized tax benefits over the next twelve months.

We regularly assess the realizability of our deferred tax assets by evaluating historical and projected future operating results, the reversal of existing temporary differences, taxable income in permitted carry back years, and the availability of tax planning strategies. As of March 31, 2025, a valuation allowance has been maintained as a reserve on a portion of our net deferred tax assets due to the uncertainty of realization of our loss carry forwards and other deferred tax assets. If our operating results continue to improve and our projections show continued utilization of tax attributes, we may consider that as significant positive evidence and our future reassessment may result in the determination that all or a portion of the valuation allowance is no longer required. The exact timing and amount of the valuation allowance releases are ultimately contingent upon the level of profitability achieved in future periods.

Note 6. Related party transactions

Proposed Transaction with Hyatt

On February 9, 2025, the Company entered into a purchase agreement with Hyatt Hotels Corporation (“Hyatt”) and Buyer (as defined below), an indirect wholly-owned subsidiary of Hyatt, pursuant to which the Buyer commenced a tender offer to purchase all of the Company’s issued and outstanding ordinary shares at a cash price of $13.50 per share, less any applicable withholding taxes and without interest. Refer to Note 16 for additional information.

Other Relationships with Hyatt

Hyatt is considered a related party due to its ownership of our ordinary shares by its affiliated entities. We pay Hyatt fees associated with the franchise agreements of our resorts operating under the all-ages Hyatt Ziva and adults-only Hyatt Zilara brands and receive reimbursements for guests that pay for their stay using the World of Hyatt® guest loyalty program. Hyatt also owns Apple Leisure Group (“ALG”), the brand management platform AMResorts, and various tour operators and travel agencies.

Relationship with Sagicor

Sagicor Financial Corporation Limited and its affiliated entities (collectively “Sagicor”) is considered a related party due to its ownership of our ordinary shares and representation on our Board of Directors (our “Board”). We pay Sagicor for employee insurance coverage at one of our Jamaica properties. Sagicor is also a part owner of the Jewel Grande Montego Bay Resort & Spa and compensates us as manager of the property.

Lease with our Chief Executive Officer

One of our offices is owned by our Chief Executive Officer and we sublease the space at that location from a third party.

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Transactions with related parties

Transactions between us and related parties during the three months ended March 31, 2025 and 2024, excluding the proposed Hyatt acquisition referenced above, were as follows ($ in thousands):


		Three Months Ended March 31,
Related Party	Transaction		2025		2024
Revenues
Sagicor	Cost reimbursements(1)		$	1,046	$	1,095
Expenses
Hyatt	Franchise fees(2)		$	11,232	$	11,299
Sagicor	Insurance premiums(2)		$	312	$	394
Chief Executive Officer	Lease expense(3)		$	164	$	153

________

(1)Equivalent amount included as reimbursed costs in the Condensed Consolidated Statements of Operations.

(2)Included in direct expense in the Condensed Consolidated Statements of Operations with the exception of certain immaterial fees associated with the Hyatt franchise agreements, which are included in selling, general, and administrative expense.

(3)Included in selling, general, and administrative expense in the Condensed Consolidated Statements of Operations.

Note 7. Commitments and contingencies

We are involved in various claims, assessments, and lawsuits arising in the normal course of business, including proceedings involving tort and other general liability claims, and workers’ compensation and other employee claims as well as income tax and non-income tax examinations. Most occurrences involving liability and claims of negligence are covered by insurance with solvent insurance carriers. We recognize a liability when we believe the loss is probable and reasonably estimable. We currently believe that the ultimate outcome of such lawsuits, assessments and proceedings will not, individually or in the aggregate, have a material effect on our Condensed Consolidated Financial Statements.

The Dutch Corporate Income Tax Act provides the option of a fiscal unity, which is a consolidated tax regime wherein the profits and losses of group companies can be offset against each other. With the exception of Playa Hotels & Resorts N.V., our Dutch companies file as a fiscal unity. Playa Resorts Holding B.V. is the head of our Dutch fiscal unity and all members of the fiscal unity are jointly and severally liable for the tax liabilities of the fiscal unity as a whole.

Future payments under our noncancellable unconditional purchase of liquified natural gas at the Hilton Rose Hall Resort & Spa will be made through the second quarter of 2036. The remaining obligation was $7.1 million as of March 31, 2025.

Note 8. Ordinary shares

Our Board previously authorized a $200.0 million share repurchase program pursuant to which we may repurchase our outstanding ordinary shares as market conditions and our liquidity warrant. The repurchase program is subject to certain limitations under Dutch law, including the existing repurchase authorization granted by our shareholders. Repurchases may be made from time to time in the open market, in privately negotiated transactions or by other means (including Rule 10b5-1 trading plans). Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice. We did not purchase any shares under the program during the three months ended March 31, 2025. As of March 31, 2025, we had approximately $52.1 million remaining under the $200.0 million share repurchase program. Pursuant to the purchase agreement with Hyatt discussed in Note 16, we have agreed not to repurchase our ordinary shares.

As of March 31, 2025, our ordinary share capital consisted of 122,988,198 ordinary shares outstanding, which have a par value of €0.10 per share. In addition, 4,839,383 restricted shares and performance share awards and 37,716 restricted share units were outstanding under the 2017 Plan (as defined in Note 9). The holders of restricted shares and performance share awards are entitled to vote, but not to dispose of, such shares until they vest. The holders of restricted share units are neither entitled to vote nor dispose of such shares until they vest.

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Note 9. Share-based compensation

We adopted our 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”) to attract and retain independent directors, executive officers and other key employees. As of March 31, 2025, there were 8,377,300 shares available for future grants under the 2017 Plan.

Restricted share awards consist of restricted shares and restricted share units that are granted to eligible employees, executives, and board members and consist of ordinary shares (or the right to receive ordinary shares).

A summary of our restricted share awards from January 1, 2025 to March 31, 2025 is as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance at January 1, 2025	2,727,327	$	7.58
Granted	1,071,180	12.45
Vested	(1,332,155)	7.59
Forfeited	(7,360)	7.59
Unvested balance at March 31, 2025	2,458,992	$	9.70

Performance share awards consist of ordinary shares that may become earned and vested at the end of a three-year performance period based on the achievement of performance targets adopted by our Compensation Committee. Our performance shares have market conditions where either 25% or 50% of the performance share awards will vest based on the total shareholder return (“TSR”) of our ordinary shares relative to those of our peer group and either 50% or 75% will vest based on the compound annual growth rate of the price of our ordinary shares. The peer shareholder return component may vest between 0% and 200% of target, with the award capped at 100% of target should Playa’s TSR be negative. The growth rate component may vest up to 100% of target.

The table below summarizes the key inputs used in the Monte-Carlo simulation to determine the grant date fair value of our performance share awards ($ in thousands):


Performance Award Grant Date	Percentage of Total Award		Grant Date Fair Value by Component		Volatility (1)		Interest Rate (2)		Dividend Yield
January 16, 2025
Peer Shareholder Return	50	%	$	3,762	37.83	%	4.24	%	—	%
Growth Rate	50	%	$	2,531	37.83	%	4.24	%	—	%

________

(1) Expected volatility was determined based on Playa’s historical share prices.

(2) The risk-free rate was based on U.S. Treasury zero coupon issues with a remaining term equal to the remaining term of the measurement period.

A summary of our performance share awards from January 1, 2025 to March 31, 2025 is as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance at January 1, 2025	2,358,931	$	7.35
Granted	527,922	14.50
Vested	(468,746)	8.28

Unvested balance at March 31, 2025	2,418,107	$	8.51

Refer to Note 16 for a description of the treatment of outstanding share awards in the proposed transaction with Hyatt.

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Note 10. Earnings per share

Basic and diluted earnings per share (“EPS”) are as follows ($ in thousands, except share data):


	Three Months Ended March 31,
		2025		2024
Numerator
Net income		$	43,125	$	54,341
Denominator
Denominator for basic EPS - weighted-average number of shares outstanding		122,830,671		136,651,696
Effect of dilutive securities
Unvested performance share awards		1,441,812		747,783
Unvested restricted share awards		905,668		610,380
Denominator for diluted EPS - adjusted weighted-average number of shares outstanding		125,178,151		138,009,859

EPS - Basic		$	0.35	$	0.40
EPS - Diluted		$	0.34	$	0.39

For the three months ended March 31, 2025, unvested performance share awards of 217,089 were not included in the computation of diluted EPS after assumed conversions as their effect would have been anti-dilutive. For the three months ended March 31, 2024, we had no anti-dilutive unvested performance share awards. The performance targets of our unvested performance share awards were partially achieved as of March 31, 2025 and 2024.

For the three months ended March 31, 2025 and 2024, we had no anti-dilutive unvested restricted share awards.

Note 11. Debt

Our debt consists of the following ($ in thousands):


			Outstanding Balance as of
	Interest Rate	Maturity Date	March 31, 2025		December 31, 2024
Senior Secured Credit Facilities
Revolving Credit Facility (1)	SOFR + 3.50%	January 5, 2028	$	—	$	—
Term Loan due 2029 (2)	SOFR + 2.75%	January 5, 2029	1,075,250		1,078,000
Total Senior Secured Credit Facilities (at stated value)			1,075,250		1,078,000
Unamortized discount			(19,407)		(20,687)
Unamortized debt issuance costs			(4,690)		(4,999)
Total Senior Secured Credit Facilities, net			$	1,051,153	$	1,052,314

Financing lease obligations			$	17,110	$	17,229

Total debt, net			$	1,068,263	$	1,069,543

________

(1)We had an available balance on our Revolving Credit Facility of $225.0 million as of March 31, 2025 and December 31, 2024.

(2)The effective interest rate for the Term Loan due 2029 was 7.07% and 7.11% as of March 31, 2025 and December 31, 2024, respectively.

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Financial maintenance covenants

We were in compliance with all applicable covenants as of March 31, 2025. A summary of our applicable covenants and restrictions is as follows:


Debt						Covenant Terms
Senior Secured Credit Facility						We are subject to a total net leverage ratio of 5.20x if we have more than 35% drawn on the Revolving Credit Facility.

Note 12. Derivative financial instruments

Interest rate swaps

We have entered into interest rate swaps to mitigate the interest rate risk inherent to our floating rate debt. Our interest rate swaps outstanding during the three months ended March 31, 2025 and 2024 are as follows:

Notional Amount

Interest Rate Received

Fixed Rate Paid

Effective Date

Maturity Date

Designated as Cash Flow Hedges

$275 million

One-month SOFR

4.05%

April 15, 2023

April 15, 2025

$275 million

One-month SOFR

3.71%

April 15, 2023

April 15, 2026

Foreign currency forward contracts

We have entered into foreign currency forward contracts to mitigate the risk of foreign exchange fluctuations on certain direct expenses, such as salaries and wages and food and beverage costs, which are denominated in Mexican Pesos. As of March 31, 2025, the total outstanding notional amount of the forward contracts was $102.0 million, or $2.0 billion Mexican Pesos, which will be settled monthly with maturity dates between April 2025 and December 2025.

Quantitative disclosures about derivative financial instruments

The following tables present the (gains) or losses from our derivative financial instruments, net of tax, in the Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31,
	2025				2024
	Interest rate swaps(1)		Foreign currency forwards(2)		Interest rate swaps		Foreign currency forwards
Change in fair value	$	254	$	(3,840)	$	(5,852)	$	(2,868)
Reclassification from AOCI to the income statement	$	617	$	(3,041)	$	2,024	$	(54)

________

(1) Amounts are reclassified from AOCI to interest expense. As of March 31, 2025, the total amount of net gains expected to be reclassified during the next twelve months is $0.6 million.

(2) Amounts are reclassified from AOCI to direct expenses. As of March 31, 2025, the total amount of net losses expected to be reclassified during the next twelve months is $5.7 million.

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Derivative Financial Instruments	Financial Statement Classification	Three Months Ended March 31,
			2025		2024
Designated as Cash Flow Hedges
Interest rate swaps	Interest expense		$	(617)	$	(2,024)
Foreign currency forwards	Direct expenses		$	2,416	$	(180)

The following table presents the effect of our derivative financial instruments in the Condensed Consolidated Balance Sheet as of March 31, 2025 and December 31, 2024 ($ in thousands):


Derivative Financial Instruments	Financial Statement Classification	As of March 31,		As of December 31,
		2025		2024
Designated as Cash Flow Hedges
Interest rate swaps	Derivative financial assets	$	658	$	1,672
Foreign currency forwards	Derivative financial liabilities	$	5,701	$	12,581

Derivative financial instruments expose us to credit risk in the event of non-performance by the counterparty under the terms of each instrument. We incorporate these counterparty credit risks in our fair value measurements (see Note 13) and believe we minimize this credit risk by transacting with major creditworthy financial institutions.

Note 13. Fair value of financial instruments

The objective of a fair value measurement is to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. U.S. GAAP establishes a hierarchical disclosure framework, which prioritizes and ranks the level of observability of inputs used in measuring fair value as follows:

•Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

•Level 2: Unadjusted quoted prices for similar assets or liabilities in active markets, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

•Level 3: Inputs are unobservable and reflect our judgments about assumptions that market participants would use in pricing an asset or liability.

We believe the carrying value of our financial instruments, excluding our debt, approximate their fair values as of March 31, 2025 and December 31, 2024. We did not have any Level 3 instruments during any of the periods presented in our Condensed Consolidated Financial Statements.

The following table presents our fair value hierarchy for our financial instruments measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 ($ in thousands):


	March 31, 2025						December 31, 2024
Fair value measurements on a recurring basis	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Financial Assets
Interest rate swaps	$	—	$	658	$	—	$	—	$	1,672	$	—
Financial Liabilities
Foreign currency forwards	$	—	$	5,701	$	—	$	—	$	12,581	$	—

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The following tables present our fair value hierarchy for our financial liabilities not measured at fair value as of March 31, 2025 and December 31, 2024 ($ in thousands):


	Carrying Value		Fair Value
	As of March 31, 2025		Level 1		Level 2		Level 3
Financial liabilities not recorded at fair value
Term Loan due 2029	$	1,051,153	$	—	$	—	$	1,076,875


	Carrying Value		Fair Value
	As of December 31, 2024		Level 1		Level 2		Level 3
Financial liabilities not recorded at fair value
Term Loan due 2029	$	1,052,314	$	—	$	—	$	1,079,490

The following table summarizes the valuation techniques used to estimate the fair value of our financial instruments measured at fair value on a recurring basis and our financial instruments not measured at fair value:


						Valuation Technique
Financial instruments recorded at fair value
Foreign currency forwards						The fair value of the foreign currency forwards is estimated based on the expected future cash flows by incorporating the notional amount of the forward contract, the maturity date of the contract, and observable inputs including spot rates, forward rates, and interest rate curves (including discount factors). The fair value also incorporates credit valuation adjustments to appropriately reflect nonperformance risk. The fair value is largely dependent on prevailing foreign currency forward rates as of the measurement date and maturing on the maturity dates of any existing forwards. If, in subsequent periods, any prevailing foreign currency forward rate differs from the corresponding contracted foreign currency rate, we will recognize a gain or loss.
Interest rate swaps						The fair value of the interest rate swaps is estimated based on the expected future cash flows by incorporating the notional amount of the swaps, the contractual period to maturity, and observable market-based inputs, including interest rate curves. The fair value also incorporates credit valuation adjustments to appropriately reflect nonperformance risk. The fair value of our interest rate swaps is largely dependent on forecasted SOFR as of the measurement date. If, in subsequent periods, forecasted SOFR exceeds the fixed rates we pay on our interest rate swaps, we will recognize a gain and future cash inflows. Conversely, if forecasted SOFR falls below the fixed rates we pay on our interest rate swaps in subsequent periods, we will recognize a loss and future cash outflows.
Financial instruments not recorded at fair value
Term Loan due 2029						The fair value of our Term Loan due 2029 is estimated using cash flow projections over the remaining contractual period by applying market forward rates and discounting back at the appropriate discount rate.
Revolving Credit Facility						The valuation technique of our Revolving Credit Facility is consistent with our Term Loan due 2029. The fair value of the Revolving Credit Facility generally approximates its carrying value as the expected term is significantly shorter in duration.

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Note 14. Other balance sheet items

Trade and other receivables, net

The following summarizes the balances of trade and other receivables, net as of March 31, 2025 and December 31, 2024 ($ in thousands):


	As of March 31,		As of December 31,
	2025		2024
Gross trade and other receivables (1)	$	68,169	$	68,226
Allowance for doubtful accounts	(1,859)		(1,269)
Total trade and other receivables, net	$	66,310	$	66,957

________

(1) The opening balance as of January 1, 2024 was $75.1 million.

We have not experienced any significant write-offs to our accounts receivable during the three months ended March 31, 2025 and 2024, other than the forgiveness of outstanding receivables due from the owner of the Wyndham Alltra Vallarta (see Note 3) in the first quarter of 2025.

Prepayments and other assets

The following summarizes the balances of prepayments and other assets as of March 31, 2025 and December 31, 2024 ($ in thousands):


	As of March 31,		As of December 31,
	2025		2024
Advances to suppliers	$	9,172	$	15,383
Prepaid income taxes	10,103		10,513
Prepaid other taxes (1)	8,841		8,444
Operating lease right-of-use assets	5,486		5,681
Key money	4,175		6,684
Other assets	9,350		8,360
Total prepayments and other assets	$	47,127	$	55,065

________

(1) Includes recoverable value-added tax, general consumption tax, and other sales tax accumulated by our Mexico, Jamaica, Dutch and Dominican Republic entities.

Goodwill

We recognized no goodwill impairment losses on our reporting units nor any additions to goodwill during the three months ended March 31, 2025. The gross carrying values and accumulated impairment losses of goodwill by reportable segment (refer to discussion of our reportable segments in Note 15) as of March 31, 2025 and December 31, 2024 are as follows ($ in thousands):


	Yucatán Peninsula		Pacific Coast		Dominican Republic		Jamaica		Total
Gross carrying value	$	51,731	$	—	$	—	$	33,879	$	85,610
Accumulated impairment losses	(6,168)		—		—		(18,800)		(24,968)
Net carrying value	$	45,563	$	—	$	—	$	15,079	$	60,642

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Other intangible assets

Other intangible assets as of March 31, 2025 and December 31, 2024 consisted of the following ($ in thousands):


	As of March 31,		As of December 31,
	2025		2024
Gross carrying value
Management contract	$	1,900	$	1,900
Enterprise resource planning system	6,352		6,352
Other	1,828		1,755
Total gross carrying value	10,080		10,007

Accumulated amortization
Management contract	(641)		(618)
Enterprise resource planning system	(6,180)		(6,008)
Other	(1,322)		(1,290)
Total accumulated amortization	(8,143)		(7,916)

Net carrying value
Management contract	1,259		1,282
Enterprise resource planning system	172		344
Other	506		465
Total net carrying value	$	1,937	$	2,091

Amortization expense for intangible assets was $0.3 million and $1.0 million for the three months ended March 31, 2025 and 2024, respectively.

Trade and other payables

The following summarizes the balances of trade and other payables as of March 31, 2025 and December 31, 2024 ($ in thousands):


	As of March 31,		As of December 31,
	2025		2024
Trade payables	$	22,041	$	22,684
Advance deposits (1)	70,828		71,044
Withholding and other taxes payable	11,685		11,188

Payroll and related accruals	21,283		26,039
Accrued expenses and other payables	25,250		23,622
Total trade and other payables	$	151,087	$	154,577

________

(1) The opening balance as of January 1, 2024 was $80.5 million.

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Other liabilities

The following summarizes the balances of other liabilities as of March 31, 2025 and December 31, 2024 ($ in thousands):


	As of March 31,		As of December 31,
	2025		2024
Pension obligation (1)	$	5,868	$	5,428
Operating lease liabilities	6,008		6,204
Unfavorable ground lease liability	1,611		1,639
Key money	13,042		13,300
Other	1,106		941
Total other liabilities	$	27,635	$	27,512

________

(1) For the three months ended March 31, 2025 and 2024, the service cost component of net periodic pension cost was $0.2 million and $0.4 million, respectively, and the non-service cost components were $0.2 million and $0.3 million, respectively.

Note 15. Business segments

We consider each one of our owned resorts to be an operating segment, none of which meets the threshold for a reportable segment. We also allocate resources and assess operating performance based on individual owned resorts. Our operating segments meet the aggregation criteria and thus, we report four separate reportable segments by geography: (i) Yucatán Peninsula, (ii) Pacific Coast, (iii) Dominican Republic and (iv) Jamaica.

Our operating segments are components of the business that are managed discretely and for which discrete financial information is reviewed regularly by our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, all of whom collectively represent our chief operating decision maker (“CODM”). Financial information for each reportable segment is reviewed by the CODM to assess performance and make decisions regarding the allocation of resources.

Our CODM evaluates the performance of our segments on adjusted earnings before interest expense, income tax provision, and depreciation and amortization expense, corporate expenses, The Playa Collection revenue and management fees (“Owned Resort EBITDA”) and the performance of our business primarily on adjusted EBITDA.

The following table presents segment Owned Net Revenue, defined as total revenue less compulsory tips paid to employees, cost reimbursements, management fees, The Playa Collection revenue, and other miscellaneous revenue not derived from segment operations, and a reconciliation to total revenue for the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31,
		2025		2024
Owned net revenue
Yucatán Peninsula		$	93,181	$	95,988
Pacific Coast		35,048		44,296
Dominican Republic		80,598		81,612
Jamaica		52,454		64,642
Segment owned net revenue		261,281		286,538
Other revenues		260		420
Management fees		(3,884)		2,534
The Playa Collection		1,449		1,020
Cost reimbursements		1,775		2,889
Compulsory tips		6,406		7,234
Total revenue		$	267,287	$	300,635

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The following tables present significant segment expenses for each of our reportable segments and a reconciliation from Owned Net Revenue to Owned Resort EBITDA for the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31, 2025
	Yucatán Peninsula		Pacific Coast		Dominican Republic		Jamaica
Owned Net Revenue	$	93,181	$	35,048	$	80,598	$	52,454
Less:
Salaries and wages	18,454		6,584		9,609		8,530
Food and beverage	7,396		2,599		6,907		6,064
Utilities	2,535		1,071		3,013		2,924
Franchise and license fees	5,069		2,299		5,002		2,834
Sales and marketing	5,939		2,691		2,984		2,091
Property insurance	2,458		1,132		1,896		1,739
Other segment items(1)	12,351		4,645		10,517		10,264
Owned Resort EBITDA	$	38,979	$	14,027	$	40,670	$	18,008


	Three Months Ended March 31, 2024
	Yucatán Peninsula		Pacific Coast		Dominican Republic		Jamaica
Owned Net Revenue	$	95,988	$	44,296	$	81,612	$	64,642
Less:
Salaries and wages	19,066		8,261		11,399		8,705
Food and beverage	8,184		3,716		8,263		6,807
Utilities	2,899		1,361		3,705		3,237
Franchise and license fees	5,063		2,784		4,396		3,062
Sales and marketing	6,585		2,852		3,534		2,756
Property insurance	2,367		1,092		2,142		1,659
Other segment items(1)	11,771		5,089		10,403		11,340
Owned Resort EBITDA	$	40,053	$	19,141	$	37,770	$	27,076

________

(1) Other segment items for each reportable segment include administrative and general costs (including credit card commissions and centralized service costs), repairs and maintenance, departmental expenses (including guest costs and music and entertainment costs), and owner expenses (including corporate allocated costs).

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The following table presents segment Owned Resort EBITDA and a reconciliation to net income before tax for the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31,
		2025		2024
Owned Resort EBITDA
Yucatán Peninsula		$	38,979	$	40,053
Pacific Coast		14,027		19,141
Dominican Republic		40,670		37,770
Jamaica		18,008		27,076
Total Owned Resort EBITDA		111,684		124,040
Interest expense		(19,961)		(23,128)
Depreciation and amortization		(19,440)		(18,672)
(Loss) gain on sale of assets		(626)		36
Other expense		(151)		(793)
Severance expense		(452)		—
Share-based compensation		(4,395)		(3,759)

Transaction expenses		(3,373)		(1,037)
Contract termination fees		(6,208)		—
Non-service cost components of net periodic pension cost (1)		171		259
Corporate and other (2)		(11,763)		(10,568)
Net income before tax		$	45,486	$	66,378

________

(1) Represents the non-service cost components of net periodic pension cost or benefit recorded within other expense in the Condensed Consolidated Statements of Operations. We include these costs in calculating Adjusted EBITDA as they are considered part of our ongoing resort operations.

(2) Includes management fee revenue, The Playa Collection revenue, and corporate expenses. Corporate expenses include corporate salaries and benefits, professional fees, corporate rent and insurance, corporate travel, software licenses, board fees and other miscellaneous corporate expenses.

The following table presents segment property and equipment, gross and a reconciliation to total property and equipment, net as of March 31, 2025 and December 31, 2024 ($ in thousands):


	As of March 31,		As of December 31,
	2025		2024
Segment property and equipment, gross
Yucatán Peninsula	$	701,301	$	692,443
Pacific Coast	371,234		361,077
Dominican Republic	459,853		457,647
Jamaica (1)	418,629		414,804
Total segment property and equipment, gross	1,951,017		1,925,971
Corporate property and equipment, gross	6,990		6,987
Accumulated depreciation	(576,897)		(558,628)
Total property and equipment, net	$	1,381,110	$	1,374,330

________

(1) Property and equipment of the Jewel Paradise Cove Beach Resort & Spa is included within assets held for sale in the Condensed Consolidated Balance Sheet as of December 31, 2024.

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The following table presents segment capital expenditures and a reconciliation to total capital expenditures for the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31,
	2025		2024
Segment capital expenditures
Yucatán Peninsula	$	9,507	$	2,021
Pacific Coast	9,671		2,528
Dominican Republic	2,406		1,554
Jamaica	3,960		3,175
Total segment capital expenditures (1)	25,544		9,278
Corporate	738		874
Total capital expenditures (1)	$	26,282	$	10,152

________

(1) Represents gross additions to property and equipment.

Note 16. Proposed Hyatt Transaction

On February 9, 2025, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Hyatt and HI Holdings Playa B.V., a Dutch private limited liability company organized under the laws of the Netherlands and an indirect wholly owned subsidiary of Hyatt (“Buyer”). Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions thereof, Buyer commenced a tender offer (the “Offer”) to purchase all of the Company’s issued and outstanding ordinary shares (the “Shares”) at a cash price of $13.50 per Share (the “Offer Consideration”), less any applicable withholding taxes and without interest. The Offer will remain open until 5:00 p.m. (New York City time) on May 23, 2025, unless the Offer is extended. The time at which the Offer expires (taking into account any extensions) is referred to as the “Expiration Time.” The Offer, which Buyer commenced on February 24, 2025, was initially set to expire at 5:00 p.m. (New York City time) on April 25, 2025. On April 28, 2025, the Offer was extended to 5:00 p.m. (New York City time) on May 23, 2025, pursuant to the Purchase Agreement.

On the first business day after the Expiration Time, subject to the conditions to the Offer having been satisfied, Buyer will commence a subsequent offering period (the “Subsequent Offering Period”) for a period of five business days to purchase additional Shares. Pursuant to the Subsequent Offering Period, Buyer will offer to purchase such additional Shares at the Offer Consideration, without interest and subject to any required tax withholding.

Beginning promptly on the final date on which Shares tendered during the Subsequent Offering Period are accepted for payment and paid for, Hyatt and Buyer shall be required to effectuate, or cause to be effectuated, and the Company and its subsidiaries shall effectuate, if permissible under applicable law, the following transactions (jointly referred to as the “Back-End Transactions”):

•prior to the statutory triangular merger (juridische driehoeksfusie) of the Company (as disappearing company) with and into Playa Hotels & Resorts Merger Sub B.V. (as acquiring company) (“New Merger Sub”), with Playa Hotels & Resorts New TopCo B.V. (“New TopCo”) allotting class A shares of New TopCo to the Company’s shareholders (other than Buyer) (“New TopCo A Shares”) 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 as contemplated by and in accordance with the terms of the merger proposal and accompanying explanatory notes filed with the Dutch trade registry (the “Triangular Merger”) becoming effective, the Company shall, in its capacity as sole shareholder of New TopCo, resolve to effectuate the cancellation of all outstanding New TopCo A Shares following the effective time of the Triangular Merger (the “Cancellation”);

•the Company, New TopCo and New Merger Sub shall execute the notarial deed effecting the Triangular Merger no later than 23:59, local time, on the closing date of the Subsequent Offering Period;

•promptly after the Triangular Merger becomes effective but prior to the Cancellation becoming effective, Buyer shall grant a loan to New TopCo for an amount in cash made available to New TopCo as immediately available funds equal to the product of (A) the number of New TopCo A Shares that will be issued and outstanding as at the effective time of the Cancellation and (B) the Offer Consideration (such product being the amount needed for New TopCo to make the repayment and distribution to the holders of New TopCo A Shares as part of the Cancellation) (the “Loan”);

•after the granting of the Loan but prior to the effective time of the Cancellation, the management board of New TopCo shall resolve on approving the Cancellation in accordance with applicable law, provided that the management board of New

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TopCo at such time does not know nor reasonably foresees that following the Cancellation New TopCo cannot continue to pay its due and payable debts; and

•and subject to the foregoing steps having been completed, the Cancellation shall become effective at 0:30, local time on the date that the Triangular Merger becomes effective.

Upon completion of the Back-End Transaction, each Company shareholder that did not tender its Shares prior to the expiration of the Subsequent Offering Period will cease to hold any Shares and will receive an amount in cash, without interest and subject to any required tax withholding, equal to the Offer Consideration multiplied by the number of Shares held by such minority shareholder immediately prior to the Back-End Transactions.

As a result of the Back-End Transaction, the Company will no longer be a publicly traded company, the listing of the Shares on Nasdaq will be terminated and the Shares will be deregistered under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) resulting in the cessation of the Company’s reporting obligations with respect to the Shares thereunder.

Buyer’s obligation to purchase Shares pursuant to the Offer is subject to the satisfaction or waiver of various usual and customary conditions, including:

•The tendering of a sufficient number of Shares to enable Buyer to acquire, together with the Shares it currently holds, at least eighty percent (80%) of the Shares (the “Minimum Condition”) at the settlement of the Offer (the “Closing”). Under certain circumstances, Buyer may reduce the Minimum Condition to seventy-five percent (75%) of the Shares.

•The receipt of required approvals relating to anti-competition filings under Ley Federal de Competencia Económica - Economic Competition Federal Law of Mexico and any other applicable laws relating to antitrust or competition regulation, or the expiration or termination of their respective waiting periods, including any extensions (collectively, the “Required Approvals”). Hyatt, Buyer and the Company have agreed to use their respective reasonable best efforts to obtain the Required Approvals.

On April 17, 2025, at an EGM convened by the Company, the shareholders of the Company adopted resolutions approving certain transactions relating to the Offer and the Back-End Transaction.

Hyatt has obtained committed debt financing to support the Offer and the Offer is not subject to any financing condition.

If, at any then-scheduled Expiration Time, any conditions of the Offer have not been satisfied or waived by Buyer, Buyer must, subject to certain exceptions, extend the Offer in consecutive periods of up to ten business days in order to permit the satisfaction of such conditions.

If Buyer determines at any then-scheduled Expiration Time that the conditions of the Offer are not reasonably likely to be satisfied within a ten business day extension period, then Buyer may choose to extend the Offer for up to 20 business days instead.

Buyer is not required to extend the Offer beyond October 9, 2025 (the “End Date”). In addition, if the only unmet conditions are the Minimum Condition and certain other conditions relating to shareholder approvals or that can otherwise only be satisfied at the Closing, Buyer will not be required to extend the Offer on more than three occasions.

In connection with the Offer, certain of the Company’s officers and directors, who in the aggregate control approximately 9.8% of the Shares, entered into tender and support agreements with the Company in their respective capacities as Company shareholders. Under those agreements, each such shareholder has agreed, among other things, to tender his or her Shares in the Offer.

The Purchase Agreement contains customary representations, warranties and covenants of Hyatt, Buyer and the Company, including a covenant requiring the Company to operate its business and that of its subsidiaries in the ordinary course consistent with past practice.

Subject to certain exceptions, the Company has agreed to cease all existing, and to not solicit or initiate, discussions with third parties regarding alternative proposals to acquire, or enter into similar transactions involving, the Company (each, an “Alternative Acquisition Proposal”).

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The Purchase Agreement provides for the following treatment of Playa equity awards upon the payment by Buyer for all Shares tendered in the Offer prior to the Expiration Time:

•Each restricted share issued by Playa that remains subject to one or more vesting conditions (each a “Playa Restricted Share”) and each restricted stock unit issued by Playa that remains subject to one or more vesting conditions (each, a “Playa RSU”), in each case, held by any non-executive director of Playa and certain non-continuing employees to be determined by Hyatt will become fully vested and will be automatically converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying the Offer Consideration by the total number of vested Shares subject to such Terminating Award as of immediately prior to the Closing. Each Playa Restricted Share that vests based on achievement of one or more performance goals will vest at either (i) target performance or (ii) the greater of actual and target performance, in each case, in accordance with the applicable award agreement memorializing such Playa Restricted Share).

•Each award of Playa Restricted Shares and each award of Playa RSUs that is unvested (after taking into consideration the accelerated vesting described above) and that remains issued and outstanding as of immediately prior to the Closing (each a “Continuing Award”) will be assumed by Hyatt and converted into a corresponding award of restricted stock units covering a number of shares of Hyatt common stock (rounded up to the nearest whole number of shares) equal to the product obtained by multiplying (i) (A) for each time-based Continuing Award, the number of shares subject to such Continuing Award as of immediately prior to the Closing or (B) for each performance-based Continuing Award, the number of shares subject to such Continuing Award determined either (1) as though the greater of target performance or actual performance has been achieved as of the Closing, or (2) as though target performance has been achieved, in each case, as determined by and in accordance with the award agreement evidencing such Continuing Award by (ii) the quotient of (a) the average closing price per share for Playa common stock, as reported on the Nasdaq and by Bloomberg L.P., for the 20 trading days ending on the trading day immediately preceding the date of the Closing, divided by (b) the average closing price per share for Hyatt common stock, as reported on NYSE and by Bloomberg L.P., for the 20 trading days ending on the trading day immediately preceding the date of the Closing (each resulting award covering Hyatt common stock, an “Assumed Award”). Each Assumed Award will continue to have, and be subject to, the same terms and conditions as applied to the corresponding Continuing Award as of immediately prior to the Closing (including dividend or dividend equivalent rights, as applicable but excluding any performance criteria), except that upon the termination of employment or service of an Assumed Award holder without “cause” or upon a termination of employment by the Assumed Award holder for “good reason,” either (i) within twelve (12) months following the Closing for any such Assumed Award holder who is not a part of a group of certain identified Playa employees or (ii) within twenty-four (24) months following the Closing for any such Assumed Award holder who is a part of a group of certain identified Playa employees, in either case such holder’s Assumed Awards will, upon effectiveness of a release and waiver, immediately vest in full.

The Purchase Agreement contains certain termination rights, including:

•the right of Playa or Hyatt to terminate the Purchase Agreement:

◦if Playa and Hyatt mutually agree to terminate;

◦if the Offer is not consummated on or before 11:59 p.m. (New York City time) on the End Date;

◦if there is a final, permanent and non-appealable order of a governmental authority prohibiting the consummation of the Offer; or

◦the Offer has expired in accordance with its terms without all of the Offer Conditions having been satisfied or waived.

•the right of Playa to terminate the Purchase Agreement:

◦if concurrently with or immediately following such termination, Playa enters into a definitive agreement with respect to a Superior Proposal and has not breached any of its obligations under the no solicitation covenant in any material respect with respect to such Superior Proposal;

◦if Hyatt or Buyer breaches its representations or warranties or covenants and such breach would result in any Offer Condition not being satisfied (subject to a cure period); or

◦if (A) the time of acceptance for payment (the “Acceptance Time”) has occurred, (B) Hyatt and Buyer have failed to pay for all shares validly tendered, (C) Playa delivers written notice to Hyatt or Buyer to make such payment, and (D) Hyatt or Buyer fails to make such payment within three (3) business days of receiving such notice.

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•the right of Hyatt to terminate the Purchase Agreement:

◦if prior to the purchase of any shares pursuant to the Offer, Playa breaches its representations and warranties or covenants (other than a willful breach of the no solicitation covenant) and such breach would result in any Offer Condition not being satisfied (subject to a cure period) (the “Company Breach Termination Right”); or

◦following an Adverse Recommendation Change or a willful breach by Playa of the no solicitation covenant.

Upon termination of the Purchase Agreement, Playa has agreed to pay Hyatt a termination fee of $56,323,547 under specified circumstances, including a termination by Playa to enter into an agreement for a Superior Proposal, a termination by Hyatt following an Adverse Recommendation Change or Playa’s willful breach of the no solicitation covenant, and, in the event that an Alternative Acquisition Proposal is made public prior to a termination for certain specified reasons and, within 12 months of such termination, Playa consummates or enters into an agreement with respect to any transaction specified in the definition of Alternative Acquisition Proposal.

Playa has also agreed to reimburse Hyatt the reasonable and documented out-of-pocket costs and expenses incurred by Parent or Buyer up to $8.0 million in connection with the transactions contemplated by the Purchase Agreement, if the Purchase Agreement is terminated, including:

•because the Acceptance Time has not occurred before the End Date and certain Offer Conditions have not been satisfied; or

•the Offer expired in accordance with its terms without all of the Offer Conditions having been satisfied.

The foregoing description of the Purchase Agreement is only a summary of certain material provisions thereof and does not purport to be complete. The full text of the Purchase Agreement is filed as Exhibit 2.1 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025.

Note 17. Subsequent events

For our Condensed Consolidated Financial Statements as of March 31, 2025, we evaluated subsequent events through May 5, 2025, which is the date the Condensed Consolidated Financial Statements were issued.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of Playa Hotels & Resorts N.V.’s (“Playa”) financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements (our “Condensed Consolidated Financial Statements”) and the notes related thereto which are included in “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q. Unless the context otherwise requires, “we,” “us,” “our” and the “Company” refer to Playa and its subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

This quarterly report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our 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 are subject to various factors that could cause actual outcomes or results to differ materially from those indicated in these statements, including the risks described under the sections entitled “Risk Factors” of our Annual Report on Form 10-K, filed with the SEC on February 25, 2025 and in this Quarterly Report on Form 10-Q, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. 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 our filings with the SEC. The following factors, among others, could also cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement that we entered into with Hyatt Hotels Corporation (“Hyatt”) and its wholly-owned subsidiary on February 9, 2025 (the “Hyatt Purchase Agreement”), which is summarized in Note 16 to our Condensed Consolidated Financial Statements, pursuant to which we expect to be acquired by such subsidiary;

•the failure to satisfy required closing conditions under the Hyatt Purchase Agreement, including, but not limited to, the tender of a minimum number of our outstanding ordinary shares in the related tender offer, the adoption of certain resolutions relating to the transaction at an extraordinary general meeting of our shareholders and the receipt of required regulatory approvals, or the failure to complete the acquisition in a timely manner;

•risks related to disruption of management’s attention from our ongoing business operations due to the pendency of the transaction with Hyatt;

•the effect of the announcement of the transaction with Hyatt on our operating results and business generally, including, but not limited to, our ability to retain key personnel and maintain our relationships with strategic partners, including other hotel brands;

•the impact of the pending transaction with Hyatt on our strategic plans and operations and our ability to respond effectively to competitive pressures, industry developments and future opportunities;

•the outcome of any legal proceedings that may be instituted against us and others relating to the proposed transaction with Hyatt;

•general economic uncertainty and the effect of general economic conditions, including inflation, elevated interest rates or low levels of economic growth, on consumer discretionary spending and the lodging industry in particular;

•changes in consumer preferences, including the popularity of the all-inclusive resort model, particularly in the luxury segment of the resort market, and the popularity of tropical beach-front vacations compared to other vacation options or destinations;

•changes in economic, social or political conditions in the regions we operate, including changes in perception of public-safety, changes in unemployment rates and labor force availability, and changes in the supply of rooms from competing resorts;

•the success and continuation of our relationships with Hyatt, Hilton Worldwide Holdings, Inc. (“Hilton”), and Wyndham Hotels & Resorts, Inc. (“Wyndham”);

•the volatility of currency exchange rates;

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•the success of our branding or rebranding initiatives with our current portfolio and resorts that may be acquired in the future;

•our failure to successfully complete resort acquisitions, dispositions, expansions, or repair and renovation projects in the timeframes and at the costs and returns anticipated;

•changes we may make in timing and scope of our development and renovation projects;

•significant increases in construction and development costs;

•significant increases in utilities, labor or other resort costs;

•our ability to obtain and maintain financing arrangements on attractive terms or at all;

•our ability to obtain and maintain ample liquidity to fund operations and service debt;

•the impact of and changes in governmental regulations, including related to tariffs, or the enforcement thereof, tax laws and rates, accounting guidance and similar matters in regions in which we operate;

•the ability of our guests to reach our resorts given government mandated travel restrictions or travel advisories, such as those related to public health crises or natural disasters, or airline service/capacity issues, as well as changes in demand for our resorts resulting from government mandated safety protocols and/or health concerns, including those related to public health crises or natural disasters;

•the effectiveness of our internal controls and our corporate policies and procedures;

•changes in personnel and availability of qualified personnel;

•severe weather events, such as hurricanes, tsunamis, tornados, floods and extreme heat waves, which may increase in frequency and severity as a result of climate change, and other natural or man-made disasters such as droughts, wildfires or oil spills;

•dependence on third parties to provide Internet, telecommunications and network connectivity to our data centers;

•cybersecurity incidents and information technology failures;

•the volatility of the market price and liquidity of our ordinary shares and other of our securities; and

•the increasingly competitive environment in which we operate.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. The Company 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 quarterly report, 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).

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Overview

Playa, through its subsidiaries, is a leading owner, operator and developer of all-inclusive resorts in prime beachfront locations in popular vacation destinations in Mexico and the Caribbean. As of March 31, 2025, Playa owned and/or managed a total portfolio consisting of 22 resorts (8,342 rooms) located in Mexico, Jamaica, and the Dominican Republic:

•In Mexico, we own and manage the Hyatt Zilara Cancún, Hyatt Ziva Cancún, Wyndham Alltra Cancún, Wyndham Alltra Playa del Carmen, Hilton Playa del Carmen All-Inclusive Resort, Hyatt Ziva Puerto Vallarta, and Hyatt Ziva Los Cabos;

•In Jamaica, we own and manage the Hyatt Zilara Rose Hall, Hyatt Ziva Rose Hall, Hilton Rose Hall Resort & Spa, and Jewel Grande Montego Bay Resort & Spa;

•In the Dominican Republic, we own and manage the Hilton La Romana All-Inclusive Family Resort, the Hilton La Romana All-Inclusive Adult Resort, Hyatt Zilara Cap Cana, and Hyatt Ziva Cap Cana;

•We also manage seven resorts on behalf of third-party owners.

Playa currently owns and/or manages resorts under the following brands: Hyatt Zilara, Hyatt Ziva, Hilton All-Inclusive, Wyndham Alltra, Seadust, Kimpton, Jewel Resorts and The Luxury Collection. Playa leverages years of all-inclusive resort operating expertise and relationships with globally recognized hospitality brands to provide a best-in-class experience and exceptional value to guests, while building a direct relationship to improve customer acquisition cost and drive repeat business.

For the three months ended March 31, 2025, we generated net income of $43.1 million, Total Revenue of $267.3 million, Net Package RevPAR of $433.20 and Adjusted EBITDA of $99.9 million. For the three months ended March 31, 2024, we generated net income of $54.3 million, Total Revenue of $300.6 million, Net Package RevPAR of $427.17 and Adjusted EBITDA of $113.5 million.

The Proposed Hyatt Transaction

On February 9, 2025, we entered into the Hyatt Purchase Agreement, pursuant to which, and upon the terms and subject to the conditions thereof, HI Holdings Playa B.V., a Dutch private limited liability company organized under the laws of the Netherlands and an indirect wholly-owned subsidiary of Hyatt, commenced a tender offer to purchase all of our outstanding ordinary shares at a cash price of $13.50 per share, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in an Offer to Purchase, dated February 24, 2025. In the event the tender offer conditions are satisfied and the tender offer is closed, the parties will consummate a corporate reorganization that will result in Hyatt owning all of our ordinary shares (the “Hyatt transaction”). Upon completion of the corporate reorganization, Playa will no longer be a publicly traded company and will cease to exist, and the listing of the ordinary shares on Nasdaq will be terminated. Refer to Note 16 to our Condensed Consolidated Financial Statements regarding the Hyatt Purchase Agreement, the transactions provided for thereunder, and the various conditions to closing the Hyatt transaction. Refer to Item 1A. “Risk Factors” for a summary of risks related to the Hyatt transaction in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025.

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Our Portfolio of Resorts

As of March 31, 2025, the following table presents an overview of our resorts and is organized by our four geographic business segments: the Yucatán Peninsula, the Pacific Coast, the Dominican Republic and Jamaica.

Name of Resort

Location

Brand and Type

Operator

Year Built; Significant Renovations

Rooms

Owned Resorts

Yucatán Peninsula

Hyatt Ziva Cancún

Cancún, Mexico

Hyatt Ziva (all ages)

Playa

1975; 1980; 1986; 2002; 2015

547

Hyatt Zilara Cancún

Cancún, Mexico

Hyatt Zilara (adults-only)

Playa

2006; 2009; 2013; 2017

310

Wyndham Alltra Cancún

Cancún, Mexico

Wyndham (all ages)

Playa

1985; 2009; 2017

458

Hilton Playa del Carmen All-Inclusive Resort

Playa del Carmen, Mexico

Hilton (adults-only)

Playa

2002; 2009; 2019

524

Wyndham Alltra Playa del Carmen

Playa del Carmen, Mexico

Wyndham (adults-only)

Playa

1996; 2006; 2012; 2017

287

Pacific Coast

Hyatt Ziva Los Cabos

Cabo San Lucas, Mexico

Hyatt Ziva (all ages)

Playa

2007; 2009; 2015; 2024

591

Hyatt Ziva Puerto Vallarta

Puerto Vallarta, Mexico

Hyatt Ziva (all ages)

Playa

1969; 1990; 2002; 2009; 2014; 2017; 2024

335

Dominican Republic

Hilton La Romana All-Inclusive Resort

La Romana, Dominican Republic

Hilton (adults-only)

Playa

1997; 2008; 2019

356

Hilton La Romana All-Inclusive Resort

La Romana, Dominican Republic

Hilton (all ages)

Playa

1997; 2008; 2019

418

Hyatt Ziva Cap Cana

Cap Cana,
Dominican Republic

Hyatt Ziva (all ages)

Playa

2019

375

Hyatt Zilara Cap Cana

Cap Cana,
Dominican Republic

Hyatt Zilara (adults-only)

Playa

2019

375

Jamaica

Hyatt Ziva Rose Hall

Montego Bay, Jamaica

Hyatt Ziva (all ages)

Playa

2000; 2014; 2017

276

Hyatt Zilara Rose Hall

Montego Bay, Jamaica

Hyatt Zilara (adults-only)

Playa

2000; 2014; 2017

344

Hilton Rose Hall Resort & Spa

Montego Bay, Jamaica

Hilton (all ages)

Playa

1974; 2008; 2017

495

Jewel Grande Montego Bay Resort & Spa (1)

Montego Bay, Jamaica

Jewel (all ages)

Playa

2016; 2017

Total Rooms Owned

5,779

Managed Resorts (2)

Sanctuary Cap Cana

Punta Cana,
Dominican Republic

The Luxury Collection by Marriott (adults-only)

Playa

2008; 2015; 2018

324

Jewel Grande Montego Bay Resort & Spa

Montego Bay, Jamaica

Jewel (condo-hotel)

Playa

2016; 2017

129

Seadust Cancún Family Resort

Cancún, Mexico

Seadust (all ages)

Playa

2006; 2022

502

Kimpton Hacienda Tres Ríos Resort, Spa & Nature Park (3)

Playa del Carmen, Mexico

Kimpton (all ages)

Playa

2008; 2023

255

Wyndham Alltra Vallarta

Nuevo Vallarta, Mexico

Wyndham (all ages)

Playa

2009; 2022

229

Wyndham Alltra Samaná

Samaná, Dominican Republic

Wyndham (all ages)

Playa

1994; 1998; 2004; 2023

404

Wyndham Alltra Punta Cana (4)

Punta Cana,
Dominican Republic

Wyndham (all ages)

Playa

2004; 2024

620

Paraiso de la Bonita (5)

Riviera Maya, Mexico

The Luxury Collection by Marriott (adults-only)

Playa

2001; 2024

100

Total Rooms Operated

2,563

Total Rooms Owned and Operated

8,342

________

(1) Represents an 88-unit tower and spa owned by us. We manage the majority of the units within the remaining two condo-hotel towers owned by Sagicor Financial Corporation Limited that comprise the Jewel Grande Montego Bay Resort & Spa.

(2) Owned by a third party.

(3) We entered into a management agreement to operate this resort during the second quarter of 2022. The resort is currently undergoing renovations and we expect to commence operations in mid 2025.

(4) We entered into a management agreement to operate this resort, formerly the Jewel Punta Cana, in connection with its sale in December 2023. We commenced operations in March 2025.

(5) We entered into a management agreement to operate this resort during the second quarter of 2024. We commenced operations in January 2025.

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Results of Operations

Three Months Ended March 31, 2025 and 2024

The following table summarizes our results of operations on a consolidated basis for the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31,				Increase / Decrease
	2025		2024		Change		% Change
Revenue
Package	$	234,339	$	259,629	$	(25,290)	(9.7)	%
Non-package	33,348		34,143		(795)		(2.3)	%
The Playa Collection	1,449		1,020		429		42.1	%
Management fees	(3,884)		2,534		(6,418)		(253.3)	%
Cost reimbursements	1,775		2,889		(1,114)		(38.6)	%
Other revenues	260		420		(160)		(38.1)	%
Total revenue	267,287		300,635		(33,348)		(11.1)	%
Direct and selling, general and administrative expenses
Direct	126,642		137,979		(11,337)		(8.2)	%
Selling, general and administrative	52,182		51,219		963		1.9	%
Depreciation and amortization	19,440		18,672		768		4.1	%
Reimbursed costs	3,205		2,889		316		10.9	%

Loss (gain) on sale of assets	626		(36)		662		1,838.9	%
Business interruption insurance recoveries	(21)		(17)		(4)		(23.5)	%
Gain on insurance proceeds	(385)		(370)		(15)		(4.1)	%
Direct and selling, general and administrative expenses	201,689		210,336		(8,647)		(4.1)	%
Operating income	65,598		90,299		(24,701)		(27.4)	%
Interest expense	(19,961)		(23,128)		3,167		13.7	%
Other expense	(151)		(793)		642		81.0	%
Net income before tax	45,486		66,378		(20,892)		(31.5)	%
Income tax provision	(2,361)		(12,037)		9,676		80.4	%
Net income	$	43,125	$	54,341	$	(11,216)	(20.6)	%

The tables below set forth information for our total portfolio with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Management Fee Revenue, Total Net Revenue, Adjusted EBITDA and Adjusted EBITDA Margin. For a description of these operating metrics and non-U.S. GAAP measures, see “Key Indicators of Financial and Operating Performance” below. For discussion of Adjusted EBITDA and reconciliation to the most comparable U.S. GAAP financial measures, see “Key Indicators of Financial and Operating Performance” and “Non-U.S. GAAP Financial Measures” below.

Our comparable portfolio for the three months ended March 31, 2025 excludes Jewel Paradise Cove Beach Resort & Spa, which was sold in February 2025, Jewel Palm Beach, which was sold in September 2024, and the Hyatt Ziva Los Cabos and Hyatt Ziva Puerto Vallarta, which were partially closed for renovations during the three months ended March 31, 2025.

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Total Portfolio


	Three Months Ended March 31,						Increase / Decrease
	2025			2024			Change			% Change
Occupancy	82.5		%	85.1		%	(2.6)		pts	(3.1)	%
Net Package ADR	$	525.34		$	502.12		$	23.22		4.6	%
Net Package RevPAR	$	433.20		$	427.17		$	6.03		1.4	%
	($ in thousands)
Net Package Revenue	$	228,336		$	252,829		$	(24,493)		(9.7)	%
Net Non-package Revenue	32,945			33,709			(764)			(2.3)	%
The Playa Collection Revenue	1,449			1,020			429			42.1	%
Management Fee Revenue	895			2,534			(1,639)			(64.7)	%
Other Revenues	260			420			(160)			(38.1)	%
Total Net Revenue	263,885			290,512			(26,627)			(9.2)	%
Adjusted EBITDA	$	99,921		$	113,472		$	(13,551)		(11.9)	%
Adjusted EBITDA Margin	37.9		%	39.1		%	(1.2)		pts	(3.1)	%

Comparable Portfolio


	Three Months Ended March 31,						Increase / Decrease
	2025			2024			Change			% Change
Occupancy	85.7		%	84.3		%	1.4		pts	1.7	%
Net Package ADR	$	523.83		$	541.74		$	(17.91)		(3.3)	%
Net Package RevPAR	$	449.14		$	456.94		$	(7.80)		(1.7)	%
	($ in thousands)
Net Package Revenue	$	196,173		$	201,793		$	(5,620)		(2.8)	%
Net Non-package Revenue	28,449			26,456			1,993			7.5	%
The Playa Collection Revenue	1,449			1,020			429			42.1	%
Management Fee Revenue	895			2,534			(1,639)			(64.7)	%
Other Revenues	260			420			(160)			(38.1)	%
Total Net Revenue	227,226			232,223			(4,997)			(2.2)	%
Adjusted EBITDA	$	85,801		$	91,195		$	(5,394)		(5.9)	%
Adjusted EBITDA Margin	37.8		%	39.3		%	(1.5)		pts	(3.8)	%

Total Revenue and Total Net Revenue

Our Total Revenue for the three months ended March 31, 2025 decreased $33.3 million, or 11.1%, compared to the three months ended March 31, 2024 and our Total Net Revenue for the three months ended March 31, 2025 decreased $26.6 million, or 9.2%, compared to the three months ended March 31, 2024.

The decreases in Total Revenue and Total Net Revenue were primarily due to:

•reduced demand in our Jamaica segment, which was primarily impacted by the Jamaica travel advisory issued by the United States government on January 23, 2024;

•renovation work at the Hyatt Ziva Los Cabos;

•a decrease in Occupancy of 2.6 percentage points;

•Excluding Jewel Paradise Cove Beach Resort & Spa and Jewel Palm Beach, Occupancy decreased 2.0 percentage points compared to the three months ended March 31, 2024; and

•a decrease in Net Non-package Revenue of $0.8 million, or 2.3%, driven by the sale of the Jewel Paradise Cove Beach Resort & Spa and Jewel Palm Beach resorts. Net Non-package Revenue per sold room increased 13.7% compared to the three months ended March 31, 2024;

•Excluding these resorts, Net Non-package Revenue increased 1.4% and Net Non-package Revenue per sold room increased 5.5% compared to the three months ended March 31, 2024; partially offset by

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•an increase in Net Package ADR of 4.6%;

•Excluding Jewel Paradise Cove Beach Resort & Spa and Jewel Palm Beach, Net Package ADR decreased 2.2% compared to the three months ended March 31, 2024.

Adjusted EBITDA and Adjusted EBITDA Margin

Our Adjusted EBITDA for the three months ended March 31, 2025 decreased $13.6 million, or 11.9%, compared to the three months ended March 31, 2024. Adjusted EBITDA includes a positive impact of $0.4 million from business interruption insurance proceeds during each of the three months ended March 31, 2025 and 2024. The decrease in Adjusted EBITDA for the three months ended March 31, 2025 was due to:

•the negative impact to our Jamaica segment from the travel advisory issued by the United States government; and

•the renovation work at Hyatt Ziva Los Cabos and Hyatt Ziva Puerto Vallarta; partially offset by

•a favorable impact of $7.9 million due to the depreciation of the Mexican Peso, inclusive of the impact of our foreign currency forward contracts (refer to discussion of our derivative financial instruments in Note 12).

Our Adjusted EBITDA Margin for the three months ended March 31, 2025 decreased 1.2 percentage points, or 3.1%, compared to the three months ended March 31, 2024.

•Excluding the Jewel Paradise Cove Beach Resort & Spa and Jewel Palm Beach, Adjusted EBITDA Margin decreased 1.8 percentage points compared to the three months ended March 31, 2024. Adjusted EBITDA Margin was positively impacted by 300 basis points due to the depreciation of the Mexican Peso and 20 basis points from business interruption proceeds related to Hurricane Fiona. For the three months ended March 31, 2024, Adjusted EBITDA Margin was positively impacted by 20 basis points from business interruption proceeds related to Hurricane Fiona.

•Excluding these impacts and results of the Jewel Paradise Cove Beach Resort & Spa and Jewel Palm Beach, our Adjusted EBITDA Margin would have been 34.9%, a decrease of 4.9 percentage points compared to the three months ended March 31, 2024, resulting from the impact to our Jamaica resorts from the travel advisory and renovation work at Hyatt Ziva Los Cabos.

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The following table shows a reconciliation of Net Package Revenue and Net Non-package Revenue to Total Revenue for the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31,				Increase/Decrease
	2025		2024		Change		% Change
Net Package Revenue
Comparable Net Package Revenue	$	196,173	$	201,793	$	(5,620)	(2.8)	%
Non-comparable Net Package Revenue	32,163		51,036		(18,873)		(37.0)	%
Net Package Revenue	228,336		252,829		(24,493)		(9.7)	%

Net Non-package Revenue
Comparable Net Non-package Revenue	28,449		26,456		1,993		7.5	%
Non-comparable Net Non-package Revenue	4,496		7,253		(2,757)		(38.0)	%
Net Non-package Revenue	32,945		33,709		(764)		(2.3)	%




The Playa Collection Revenue	1,449		1,020		429		42.1	%



Management Fee Revenue	895		2,534		(1,639)		(64.7)	%



Other Revenues	260		420		(160)		(38.1)	%

Total Net Revenue
Comparable Total Net Revenue	227,226		232,223		(4,997)		(2.2)	%
Non-comparable Total Net Revenue	36,659		58,289		(21,630)		(37.1)	%
Total Net Revenue	263,885		290,512		(26,627)		(9.2)	%
Compulsory tips	6,405		7,234		(829)		(11.5)	%
Cost reimbursements	3,205		2,889		316		10.9	%
Contract termination fees (1)	(6,208)		—		(6,208)		100.0	%
Total revenue	$	267,287	$	300,635	$	(33,348)	(11.1)	%

________

(1) Represents the forgiveness of outstanding receivables and unamortized key money in connection with the termination of the management agreement for the Wyndham Alltra Vallarta.

Direct Expenses

The following table shows a reconciliation of our direct expenses to Net Direct Expenses for the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31,				Increase/Decrease
	2025		2024		Change		% Change
Direct expenses	$	126,642	$	137,979	$	(11,337)	(8.2)	%
Less: compulsory tips	6,405		7,234		(829)		(11.5)	%
Net Direct Expenses	$	120,237	$	130,745	$	(10,508)	(8.0)	%

Our direct expenses include resort expenses, such as food and beverage, salaries and wages, utilities and other ongoing operational expenses. Direct operating expenses fluctuate based on various factors, including changes in Occupancy, labor costs, utilities, repair and maintenance costs and licenses and property taxes. Management fees and franchise fees, which are computed as a percentage of revenue, increase or decrease as a result of changes in revenues.

Our Net Direct Expenses were $120.2 million, or 45.6% of Total Net Revenue, for the three months ended March 31, 2025 and $130.7 million, or 45.0% of Total Net Revenue, for the three months ended March 31, 2024. Net Direct Expenses for the three months

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ended March 31, 2025 decreased $10.5 million, or 8.0%, compared to the three months ended March 31, 2024 primarily due to the following:

•depreciation of the Mexican Peso compared to the three months ended March 31, 2024, which impacted the majority of our expenses in Mexico but primarily decreased labor and food and beverage expenses during the three months ended March 31, 2025;

•decreased expenses due to the sales of Jewel Paradise Cove Beach Resort & Spa in February 2025 and Jewel Palm Beach in September 2024; and

•decreased Occupancy in the Pacific Coast segment as a result of ongoing renovations which resulted in fewer expenses compared to the three months ended March 31, 2024.

Net Direct Expenses consists of the following ($ in thousands):

Total Portfolio


	Three Months Ended March 31,				Increase/Decrease
	2025		2024		Change		% Change

Food and beverages	$	26,708	$	30,028	$	(3,320)	(11.1)	%
Guest costs	4,600		5,133		(533)		(10.4)	%
Salaries and wages	48,680		52,625		(3,945)		(7.5)	%
Repairs and maintenance	5,352		5,678		(326)		(5.7)	%
Utilities and sewage	9,559		11,214		(1,655)		(14.8)	%
Licenses and property taxes	991		1,010		(19)		(1.9)	%

Franchise fees	15,017		15,052		(35)		(0.2)	%
Transportation and travel expenses	1,472		1,766		(294)		(16.6)	%
Laundry and cleaning expenses	1,551		1,725		(174)		(10.1)	%
Property and equipment rental expense	2,140		1,789		351		19.6	%
Entertainment expenses and decoration	2,869		3,117		(248)		(8.0)	%
Office supplies	223		284		(61)		(21.5)	%
Other operational expenses	1,075		1,324		(249)		(18.8)	%
Total Net Direct Expenses	$	120,237	$	130,745	$	(10,508)	(8.0)	%

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Comparable Portfolio


	Three Months Ended March 31,				Increase/Decrease
	2025		2024		Change		% Change

Food and beverages	$	23,282	$	23,367	$	(85)	(0.4)	%
Guest costs	4,313		4,338		(25)		(0.6)	%
Salaries and wages	41,593		41,730		(137)		(0.3)	%
Repairs and maintenance	4,594		4,411		183		4.1	%
Utilities and sewage	8,351		8,778		(427)		(4.9)	%
Licenses and property taxes	807		820		(13)		(1.6)	%

Franchise fees	12,749		12,306		443		3.6	%
Transportation and travel expenses	1,260		1,378		(118)		(8.6)	%
Laundry and cleaning expenses	1,390		1,299		91		7.0	%
Property and equipment rental expense	1,992		1,477		515		34.9	%
Entertainment expenses and decoration	2,499		2,408		91		3.8	%
Office supplies	186		228		(42)		(18.4)	%
Other operational expenses	929		990		(61)		(6.2)	%
Total Net Direct Expenses	$	103,945	$	103,530	$	415	0.4	%

Selling, General and Administrative Expenses

Our selling, general and administrative expenses for the three months ended March 31, 2025 increased $1.0 million, or 1.9%, compared to the three months ended March 31, 2024. The increase was primarily driven by a $2.3 million increase in transaction expenses due to the proposed transaction with Hyatt. We also experienced an increase in share-based compensation expense of $0.6 million due to an increase in the fair value of restricted and performance share awards granted during the three months ended March 31, 2025. Increases in our selling, general and administrative expenses for the three months ended March 31, 2025 were partially offset by a $1.0 million decrease in advertising expenses and a $1.0 million decrease in tour operator commissions expenses, consistent with lower occupancies.

Depreciation and Amortization Expense

Our depreciation and amortization expense for the three months ended March 31, 2025 increased $0.8 million, or 4.1%, compared to the three months ended March 31, 2024 due to accelerated depreciation recorded on asset disposals at Hyatt Zilara Cancún and Hyatt Ziva Los Cabos, partially offset by the sale of Jewel Palm Beach in September 2024 and Jewel Paradise Cove Beach Resort & Spa in February 2025.

Interest Expense

Our interest expense for the three months ended March 31, 2025 decreased $3.2 million, or 13.7%, compared to the three months ended March 31, 2024. The decrease in interest expense was driven primarily by a $2.9 million decrease from the repricing of our Term Loan due 2029 in June 2024 to incur interest based on SOFR plus a margin of 2.75%, a decrease from SOFR plus a margin of 3.25%. Our SOFR-based interest rate swaps effective in April 2023 meet the criteria for hedge accounting and therefore, changes in fair value are recognized through other comprehensive income.

Cash interest paid was $18.5 million for the three months ended March 31, 2025, representing a $2.8 million, or 13.0% decrease as compared to the three months ended March 31, 2024.

Income Tax Provision

For the three months ended March 31, 2025, our income tax provision was $2.4 million, compared to a $12.0 million income tax provision for the three months ended March 31, 2024. The decrease of $9.6 million was primarily driven by a $1.9 million decreased tax expense associated with lower pre-tax book income from our taxpaying entities, $3.1 million decreased tax expense incurred in the Netherlands under the Dutch Minimum Tax Act 2024, a $2.3 million decrease related to the change in valuation allowance, $0.7 million decreased tax expense related to favorable foreign exchange rate fluctuations, primarily at our Mexico entities, and a $2.8 million tax benefit associated with the sale of Jewel Paradise Cove Beach Resort & Spa. The decreases were partially offset by a $1.3

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million decreased tax benefit due to the benefit recorded in 2024 for the finalization of the capital gains tax due on the 2023 Jewel Punta Cana sale.

Key Indicators of Financial and Operating Performance

We use a variety of financial and other information to monitor the financial and operating performance of our business. Some of this is financial information prepared in accordance with U.S. GAAP, while other information, though financial in nature, is not prepared in accordance with U.S. GAAP. For reconciliations of non-U.S. GAAP financial measures to the most comparable U.S. GAAP financial measure, see “Non-U.S. GAAP Financial Measures.” Our management also uses other information that is not financial in nature, including statistical information and comparative data that are commonly used within the lodging industry to evaluate the financial and operating performance of our portfolio. Our management uses this information to measure the performance of our segments and consolidated portfolio. We use this information for planning and monitoring our business, as well as in determining management and employee compensation. These key indicators include:

•Net Package Revenue

•Net Non-package Revenue

•Owned Net Revenue

•Management Fee Revenue

•Total Net Revenue

•Occupancy

•Net Package ADR

•Net Package RevPAR

•Net Direct Expenses

•EBITDA

•Adjusted EBITDA

•Adjusted EBITDA Margin

•Owned Resort EBITDA

•Owned Resort EBITDA Margin

•Comparable Non-U.S. GAAP Financial Measures

Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Management Fee Revenue, Cost Reimbursements, Total Net Revenue and Net Direct Expenses

“Net Package Revenue” is derived from the sale of all-inclusive packages, which include room accommodations and premium room upgrades, food and beverage services, and entertainment activities, net of compulsory tips paid to employees. Government mandated compulsory tips in the Dominican Republic are not included in this adjustment, as they are already excluded from revenue. Revenue is recognized, net of discounts and rebates, when the rooms are occupied and/or the relevant services have been rendered. Advance deposits received from guests are deferred and included in trade and other payables until the rooms are occupied and/or the relevant services have been rendered, at which point the revenue is recognized.

“Net Non-package Revenue” includes revenue associated with premium services and amenities that are not included in net package revenue, such as dining experiences, wines and spirits, and spa packages, net of compulsory tips paid to employees. Government mandated compulsory tips in the Dominican Republic are not included in this adjustment, as they are already excluded from revenue. Net Non-package Revenue is recognized after the completion of the sale when the product or service is transferred to the customer. Food and beverage revenue not included in a guest's all-inclusive package is recognized when the goods are consumed.

“Owned Net Revenue” represents Net Package Revenue and Net Non-Package Revenue. Owned Net Revenue represents a key indicator to assess the overall performance of our business and analyze trends, such as consumer demand, brand preference and competition. In analyzing our Owned Net Revenues, our management differentiates between Net Package Revenue and Net Non-package Revenue. Guests at our resorts purchase packages at stated rates, which include room accommodations, food and beverage services and entertainment activities, in contrast to other lodging business models, which typically only include the room accommodations in the stated rate. The amenities at all-inclusive resorts typically include a variety of buffet and á la carte restaurants, bars, activities, and shows and entertainment throughout the day.

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“Management Fee Revenue” is derived from fees earned for managing resorts owned by third-parties. The fees earned are typically composed of a base fee, which is computed as a percentage of resort revenue, and an incentive fee, which is computed as a percentage of resort profitability. Management Fee Revenue was a minor contributor to our operating results for the three months ended March 31, 2025 and 2024.

“Total Net Revenue” represents Net Package Revenue, Net Non-package Revenue, Management Fee Revenue, The Playa Collection revenue and certain Other revenues. “Cost reimbursements” is excluded from Total Net Revenue as it is not considered a key indicator of financial and operating performance. Cost reimbursements is derived from the reimbursement of certain costs incurred by Playa on behalf of resorts managed by Playa and owned by third parties. This revenue is fully offset by reimbursable costs and has no net impact on operating income or net income. Contract termination fees are also excluded from Total Net Revenue as they are not an indicator of the performance of our ongoing business.

“Net Direct Expenses” represents direct expenses, net of compulsory tips paid to employees.

Occupancy

“Occupancy” represents the total number of rooms sold for a period divided by the total number of rooms available during such period. The total number of rooms available excludes any rooms considered “Out of Order” due to renovation or a temporary problem rendering them inadequate for occupancy for an extended period of time. Occupancy is a useful measure of the utilization of a resort’s total available capacity and can be used to gauge demand at a specific resort or group of properties during a given period. Occupancy levels also enable us to optimize Net Package ADR (as defined below) by increasing or decreasing the stated rate for our all-inclusive packages as demand for a resort increases or decreases.

Net Package ADR

“Net Package ADR” represents total Net Package Revenue for a period divided by the total number of rooms sold during such period. Net Package ADR trends and patterns provide useful information concerning the pricing environment and the nature of the guest base of our portfolio or comparable portfolio, as applicable. Net Package ADR is a commonly used performance measure in the all-inclusive segment of the lodging industry and is commonly used to assess the stated rates that guests are willing to pay through various distribution channels.

Net Package RevPAR

“Net Package RevPAR” is the product of Net Package ADR and the average daily occupancy percentage. Net Package RevPAR does not reflect the impact of Net Non-package Revenue. Although Net Package RevPAR does not include this additional revenue, it generally is considered the key performance statistic in the all-inclusive segment of the lodging industry to identify trend information with respect to net room revenue produced by our portfolio or comparable portfolio, as applicable, and to evaluate operating performance on a consolidated basis or a regional basis, as applicable.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Owned Resort EBITDA, and Owned Resort EBITDA Margin

We define EBITDA, a non-U.S. GAAP financial measure, as net income or loss, determined in accordance with U.S. GAAP, for the period presented before interest expense, income tax and depreciation and amortization expense. EBITDA and Adjusted EBITDA (as defined below) include corporate expenses, which are overhead costs that are essential to support the operation of the Company, including the operations and development of our resorts. We define Adjusted EBITDA, a non-U.S. GAAP financial measure, as EBITDA further adjusted to exclude the following items:

•Other miscellaneous non-operating income or expense

•Pre-opening expense

•Losses or gains on sales of assets

•Share-based compensation

•Other tax expense

•Transaction expenses

•Severance expense for employee terminations resulting from non-recurring or unusual events, such as the departure of an executive officer or the disposition of a resort

•Gains from property damage insurance proceeds (i.e., property damage insurance proceeds in excess of repair and clean up costs incurred)

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•Repairs from hurricanes and tropical storms (i.e., significant repair and clean up costs incurred which are not offset by property damage insurance proceeds)

•Loss on extinguishment of debt

•Other items which may include, but are not limited to the following: contract termination fees; gains or losses from legal settlements; and impairment losses.

We include the non-service cost components of net periodic pension cost or benefit recorded within other income or expense in the Condensed Consolidated Statements of Operations in our calculation of Adjusted EBITDA as they are considered part of our ongoing resort operations.

“Adjusted EBITDA Margin” represents Adjusted EBITDA as a percentage of Total Net Revenue.

“Owned Resort EBITDA” represents Adjusted EBITDA before corporate expenses, The Playa Collection revenue and Management Fee Revenue.

“Owned Resort EBITDA Margin” represents Owned Resort EBITDA as a percentage of Owned Net Revenue.

Usefulness and Limitation of Non-U.S. GAAP Measures

We believe that each of Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Total Net Revenue, Net Package ADR, Net Package RevPAR, and Net Direct Expenses are all useful to investors as they more accurately reflect our operating results by excluding compulsory tips. These tips have a margin of zero and do not represent our operating results.

We also believe that Adjusted EBITDA is useful to investors for two principal reasons. First, we believe Adjusted EBITDA assists investors in comparing our performance over various reporting periods on a consistent basis by removing from our operating results the impact of items that do not reflect our core operating performance. For example, changes in foreign exchange rates (which are the principal driver of changes in other income or expense), and expenses related to capital raising, strategic initiatives and other corporate initiatives, such as expansion into new markets (which are the principal drivers of changes in transaction expenses), are not indicative of the operating performance of our resorts. The other adjustments included in our definition of Adjusted EBITDA relate to items that occur infrequently and therefore would obstruct the comparability of our operating results over reporting periods. For example, revenue from insurance policies, other than business interruption insurance policies, is infrequent in nature, and we believe excluding these expense and revenue items permits investors to better evaluate the core operating performance of our resorts over time. We believe Adjusted EBITDA Margin provides our investors a useful measurement of operating profitability for the same reasons we find Adjusted EBITDA useful.

The second principal reason that we believe Adjusted EBITDA is useful to investors is that it is considered a key performance indicator by our board of directors (our “Board”) and management. In addition, the compensation committee of our Board determines a portion of the annual variable compensation for certain members of our management, including our executive officers, based, in part, on consolidated Adjusted EBITDA. We believe that Adjusted EBITDA is useful to investors because it provides investors with information utilized by our Board and management to assess our performance and may (subject to the limitations described below) enable investors to compare the performance of our portfolio to our competitors.

We believe that Owned Resort EBITDA and Owned Resort EBITDA Margin are useful to investors as they allow investors to measure resort-level performance and profitability by excluding expenses not directly tied to our resorts, such as corporate expenses, and excluding ancillary revenues not derived from our resorts, such as management fee revenue. We believe Owned Resort EBITDA is also helpful to investors that use it in estimating the value of our resort portfolio. Management uses these measures to monitor property-level performance and profitability.

Our non-U.S. GAAP financial measures are not substitutes for revenue, net income or any other measure determined in accordance with U.S. GAAP. There are limitations to the utility of non-U.S. GAAP financial measures, such as Adjusted EBITDA. For example, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA or similarly named non-U.S. GAAP financial measures that other companies publish to compare the performance of those companies to our performance. Because of these limitations, our non-U.S. GAAP financial measures should not be considered as a measure of the income or loss generated by our business or discretionary cash available for investment in our business, and investors should carefully consider our U.S. GAAP results presented.

For a reconciliation of EBITDA, Adjusted EBITDA and Owned Resort EBITDA to net income as computed under U.S. GAAP, see “Non-U.S. GAAP Financial Measures.”

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Comparable Non-U.S. GAAP Measures

We believe that presenting Adjusted EBITDA, Owned Resort EBITDA, Total Net Revenue, Net Package Revenue, Net Non-package Revenue and Net Direct Expenses on a comparable basis is useful to investors because these measures include only the results of resorts owned and in operation for the entirety of the periods presented and thereby eliminate disparities in results due to the acquisition or disposition of resorts or the impact of resort closures or re-openings in connection with redevelopment or renovation projects. As a result, we believe these measures provide more consistent metrics for comparing the performance of our operating resorts. We calculate Comparable Adjusted EBITDA, Comparable Owned Resort EBITDA, Comparable Total Net Revenue, Comparable Net Package Revenue and Comparable Net Non-package Revenue as the total amount of each respective measure less amounts attributable to non-comparable resorts, by which we mean resorts that were not owned or in operation during some or all of the relevant reporting period.

Our comparable portfolio for the three months ended March 31, 2025 excludes Jewel Paradise Cove Beach Resort & Spa, which was sold in February 2025, Jewel Palm Beach, which was sold in September 2024, the Hyatt Ziva Los Cabos and Hyatt Ziva Puerto Vallarta, which were partially closed for renovations during the three months ended March 31, 2025.

A reconciliation of net income as computed under U.S. GAAP to Comparable Adjusted EBITDA is presented in “Non-U.S. GAAP Financial Measures,” below. For a reconciliation of Comparable Net Package Revenue, Comparable Net Non-package Revenue, and Comparable Total Net Revenue to total revenue as computed under U.S. GAAP, see “Results of Operations.”

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Segment Results

Three Months Ended March 31, 2025 and 2024

We evaluate our business segment operating performance using segment Owned Net Revenue and segment Owned Resort EBITDA. The following tables summarize segment Owned Net Revenue and segment Owned Resort EBITDA for the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31,				Increase / Decrease
	2025		2024		Change		% Change
Owned Net Revenue
Yucatán Peninsula	$	93,181	$	95,988	$	(2,807)	(2.9)	%
Pacific Coast	35,048		44,296		(9,248)		(20.9)	%
Dominican Republic	80,598		81,612		(1,014)		(1.2)	%
Jamaica	52,454		64,642		(12,188)		(18.9)	%
Segment Owned Net Revenue	261,281		286,538		(25,257)		(8.8)	%
Other revenues	260		420		(160)		(38.1)	%
The Playa Collection	1,449		1,020		429		42.1	%
Management fees	895		2,534		(1,639)		(64.7)	%
Total Net Revenue	$	263,885	$	290,512	$	(26,627)	(9.2)	%


	Three Months Ended March 31,				Increase / Decrease
	2025		2024		Change		% Change
Owned Resort EBITDA
Yucatán Peninsula	$	38,979	$	40,053	$	(1,074)	(2.7)	%
Pacific Coast	14,027		19,141		(5,114)		(26.7)	%
Dominican Republic	40,670		37,770		2,900		7.7	%
Jamaica	18,008		27,076		(9,068)		(33.5)	%
Segment Owned Resort EBITDA	111,684		124,040		(12,356)		(10.0)	%
Other corporate	(14,107)		(14,122)		15		0.1	%
The Playa Collection	1,449		1,020		429		42.1	%
Management fees	895		2,534		(1,639)		(64.7)	%
Total Adjusted EBITDA	$	99,921	$	113,472	$	(13,551)	(11.9)	%

For a reconciliation of segment Owned Net Revenue and segment Owned Resort EBITDA to total revenue and net income, respectively, each as computed under U.S. GAAP, see Note 15 to our Condensed Consolidated Financial Statements.

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Yucatán Peninsula

The following tables set forth information with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Owned Resort EBITDA and Owned Resort EBITDA Margin for our Yucatán Peninsula segment for the three months ended March 31, 2025 and 2024 for the total segment portfolio:


	Three Months Ended March 31,						Increase / Decrease
	2025			2024			Change			% Change
Occupancy	86.9		%	87.0		%	(0.1)		pts	(0.1)	%
Net Package ADR	$	502.06		$	507.77		$	(5.71)		(1.1)	%
Net Package RevPAR	$	436.38		$	441.54		$	(5.16)		(1.2)	%
	($ in thousands)
Net Package Revenue	$	83,497		$	85,424		$	(1,927)		(2.3)	%
Net Non-package Revenue	9,684			10,564			(880)			(8.3)	%
Owned Net Revenue	93,181			95,988			(2,807)			(2.9)	%
Owned Resort EBITDA	$	38,979		$	40,053		$	(1,074)		(2.7)	%
Owned Resort EBITDA Margin	41.8		%	41.7		%	0.1		pts	0.2	%

Segment Owned Net Revenue. Our Owned Net Revenue for the three months ended March 31, 2025 decreased $2.8 million, or 2.9%, compared to the three months ended March 31, 2024 and was driven by:

•a decrease in Occupancy of 0.1 percentage points;

•a decrease in Net Package ADR of 1.1%; and

•a decrease in Net Non-package Revenue of $0.9 million, or 8.3%.

•Net Non-package Revenue per sold room decreased 7.3%, primarily driven by a lower meetings, incentives, conventions and events (“MICE”) group contribution to our guest mix.

Segment Owned Resort EBITDA. Our Owned Resort EBITDA for the three months ended March 31, 2025 decreased $1.1 million, or 2.7%, compared to the three months ended March 31, 2024 and was driven by:

•a decrease in Net Package ADR compared to the three months ended March 31, 2024;

•a headwind from increased labor and related expenses, which were partially due to union-negotiated and government-mandated wage benefit increases in the second quarter of 2024; partially offset by

•a favorable impact of $5.7 million due to the depreciation of the Mexican Peso, inclusive of the impact of our foreign currency forward contracts (refer to discussion of our derivative financial instruments in Note 12).

•Our Owned Resort EBITDA Margin for the three months ended March 31, 2025 was 41.8%, an increase of 0.1 percentage point compared to the three months ended March 31, 2024. Owned Resort EBITDA Margin was positively impacted by 610 basis points due to the depreciation of the Mexican Peso. Owned Resort EBITDA Margin was negatively impacted by 200 basis points due to increases in labor and related expenses excluding the depreciation of the Mexican Peso compared to the three months ended March 31, 2024. Excluding the impact from the depreciation of the Mexican Peso, Owned Resort EBITDA Margin for the three months ended March 31, 2025 would have been 35.7%, a decrease of 6.0 percentage points compared to the three months ended March 31, 2024.

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Pacific Coast

The following table sets forth information with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Owned Resort EBITDA and Owned Resort EBITDA Margin for our Pacific Coast segment for the three months ended March 31, 2025 and 2024 for the total segment portfolio:

Total Portfolio


	Three Months Ended March 31,						Increase / Decrease
	2025			2024			Change			% Change
Occupancy	67.0		%	86.7		%	(19.7)		pts	(22.7)	%
Net Package ADR	$	550.67		$	526.87		$	23.80		4.5	%
Net Package RevPAR	$	369.12		$	456.59		$	(87.47)		(19.2)	%
	($ in thousands)
Net Package Revenue	$	30,762		$	38,475		$	(7,713)		(20.0)	%
Net Non-package Revenue	4,286			5,821			(1,535)			(26.4)	%
Owned Net Revenue	35,048			44,296			(9,248)			(20.9)	%
Owned Resort EBITDA	$	14,027		$	19,141		$	(5,114)		(26.7)	%
Owned Resort EBITDA Margin	40.0		%	43.2		%	(3.2)		pts	(7.4)	%

Comparable Portfolio (1)

________

(1)For the three months ended March 31, 2025, our comparable portfolio excludes both properties in the segment, Hyatt Ziva Los Cabos and Hyatt Ziva Puerto Vallarta, which were partially closed for renovations during the three months ended March 31, 2025.

Segment Owned Net Revenue. Our Owned Net Revenue for the three months ended March 31, 2025 decreased $9.2 million, or 20.9%, compared to the three months ended March 31, 2024 as a result of the ongoing renovations and includes the following:

•a decrease in Occupancy of 19.7 percentage points;

•an increase in Net Package ADR of 4.5%; and

•a decrease in Net Non-package Revenue of $1.5 million, or 26.4%, primarily driven by a lower MICE group contribution to our guest mix;

•Net Non-package Revenue per sold room decreased 0.5%.

Segment Owned Resort EBITDA. Our Owned Resort EBITDA for the three months ended March 31, 2025 decreased $5.1 million, or 26.7%, compared to the three months ended March 31, 2024 and was driven by:

•a decrease in Occupancy and Net Non-package Revenue as a result of the ongoing renovations at the Hyatt Ziva Los Cabos; partially offset by

•a favorable impact of $2.0 million due to the depreciation of the Mexican Peso, inclusive of the impact of our foreign currency forward contracts (refer to discussion of our derivative financial instruments in Note 12).

•Our Owned Resort EBITDA Margin for the three months ended March 31, 2025 was 40.0%, a decrease of 3.2 percentage points compared to the three months ended March 31, 2024. Owned Resort EBITDA Margin was positively impacted by 570 basis points due to the depreciation of the Mexican Peso. Excluding the impact from the depreciation of the Mexican Peso, Owned Resort EBITDA Margin would have been 34.3%, a decrease of 8.9 percentage points compared to the three months ended March 31, 2024.

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Dominican Republic

The following table sets forth information with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Owned Resort EBITDA and Owned Resort EBITDA Margin for our Dominican Republic segment for the three months ended March 31, 2025 and 2024 for the total segment portfolio:

Total Portfolio


	Three Months Ended March 31,						Increase / Decrease
	2025			2024			Change			% Change
Occupancy	85.5		%	83.7		%	1.8		pts	2.2	%
Net Package ADR	$	598.27		$	468.26		$	130.01		27.8	%
Net Package RevPAR	$	511.50		$	392.07		$	119.43		30.5	%
	($ in thousands)
Net Package Revenue	$	70,157		$	72,213		$	(2,056)		(2.8)	%
Net Non-package Revenue	10,441			9,399			1,042			11.1	%
Owned Net Revenue	80,598			81,612			(1,014)			(1.2)	%
Owned Resort EBITDA	$	40,670		$	37,770		$	2,900		7.7	%
Owned Resort EBITDA Margin	50.5		%	46.3		%	4.2		pts	9.1	%

Comparable Portfolio (1)


	Three Months Ended March 31,						Increase / Decrease
	2025			2024			Change			% Change
Occupancy	85.5		%	82.6		%	2.9		pts	3.5	%
Net Package ADR	$	598.29		$	571.09		$	27.20		4.8	%
Net Package RevPAR	$	511.51		$	471.77		$	39.74		8.4	%
	($ in thousands)
Net Package Revenue	$	70,159		$	65,427		$	4,732		7.2	%
Net Non-package Revenue	10,443			8,759			1,684			19.2	%
Owned Net Revenue	80,602			74,186			6,416			8.6	%
Owned Resort EBITDA	$	40,767		$	36,906		$	3,861		10.5	%
Owned Resort EBITDA Margin	50.6		%	49.7		%	0.9		pts	1.8	%

________

(1)For the three months ended March 31, 2025, our comparable portfolio excludes Jewel Palm Beach, which was sold in September 2024.

Segment Comparable Owned Net Revenue. Our Comparable Owned Net Revenue for the three months ended March 31, 2025 increased $6.4 million, or 8.6%, compared to the three months ended March 31, 2024. The increase was due to the following:

•an increase in Occupancy of 2.9 percentage points;

•an increase in Comparable Net Package ADR of 4.8%; and

•an increase in Comparable Net Non-package Revenue of $1.7 million, or 19.2%, compared to the three months ended March 31, 2024.

•Comparable Net Non-package Revenue per sold room increased 16.5% compared to the three months ended March 31, 2024, partially driven by higher realized fees related to cancellations, as well as an increase in events revenue.

Segment Comparable Owned Resort EBITDA. Our Comparable Owned Resort EBITDA for the three months ended March 31, 2025 increased $3.9 million, or 10.5%, compared to the three months ended March 31, 2024, and includes a $0.4 million benefit from business interruption insurance proceeds related to Hurricane Fiona. Comparable Owned Resort EBITDA for the three months ended March 31, 2024 also included a $0.4 million benefit from business interruption insurance proceeds related to Hurricane Fiona. Excluding the aforementioned business interruption proceeds from both periods, Comparable Owned Resort EBITDA for the three months ended March 31, 2025 would have increased 0.9% compared to the three months ended March 31, 2024, primarily due to an increase in Comparable Net Package ADR.

•Our Comparable Owned Resort EBITDA Margin for the three months ended March 31, 2025 was 50.6%, an increase of 0.9 percentage points compared to the three months ended March 31, 2024, and includes a favorable impact from business

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interruption proceeds related to Hurricane Fiona of 50 basis points, which was flat compared to the three months ended March 31, 2024. Excluding the aforementioned business interruption benefit, Comparable Owned Resort EBITDA Margin for the three months ended March 31, 2025 would have been 50.1%, an increase of 0.9 percentage points compared to the three months ended March 31, 2024.

Jamaica

Total Portfolio

The following table sets forth information with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Owned Resort EBITDA and Owned Resort EBITDA Margin for our Jamaica segment for the three months ended March 31, 2025 and 2024 for the total segment portfolio:


	Three Months Ended March 31,						Increase / Decrease
	2025			2024			Change			% Change
Occupancy	82.6		%	83.1		%	(0.5)		pts	(0.6)	%
Net Package ADR	$	461.29		$	524.92		$	(63.63)		(12.1)	%
Net Package RevPAR	$	381.10		$	436.46		$	(55.36)		(12.7)	%
	($ in thousands)
Net Package Revenue	$	43,920		$	56,717		$	(12,797)		(22.6)	%
Net Non-package Revenue	8,534			7,925			609			7.7	%
Owned Net Revenue	52,454			64,642			(12,188)			(18.9)	%
Owned Resort EBITDA	$	18,008		$	27,076		$	(9,068)		(33.5)	%
Owned Resort EBITDA Margin	34.3		%	41.9		%	(7.6)		pts	(18.1)	%

Comparable Portfolio (1)


	Three Months Ended March 31,						Increase / Decrease
	2025			2024			Change			% Change
Occupancy	84.0		%	81.9		%	2.1		pts	2.6	%
Net Package ADR	$	467.60		$	567.95		$	(100.35)		(17.7)	%
Net Package RevPAR	$	392.69		$	465.34		$	(72.65)		(15.6)	%
	($ in thousands)
Net Package Revenue	$	42,517		$	50,942		$	(8,425)		(16.5)	%
Net Non-package Revenue	8,322			7,133			1,189			16.7	%
Owned Net Revenue	50,839			58,075			(7,236)			(12.5)	%
Owned Resort EBITDA	$	17,818		$	24,804		$	(6,986)		(28.2)	%
Owned Resort EBITDA Margin	35.0		%	42.7		%	(7.7)		pts	(18.0)	%

________

(1)For the three months ended March 31, 2025, our comparable portfolio excludes Jewel Paradise Cove Beach Resort & Spa, which was sold in February 2025.

Segment Comparable Owned Net Revenue. Our Comparable Owned Net Revenue for the three months ended March 31, 2025 decreased $7.2 million, or 12.5%, compared to the three months ended March 31, 2024, and includes the following:

•an increase in Occupancy of 2.1 percentage points;

•a decrease in Comparable Net Package ADR of 17.7%; and

•an increase in Comparable Net Non-package Revenue of $1.2 million, or 16.7%.

•Comparable Net Non-package Revenue per sold room increased 15.1% as a result of a higher MICE group contribution to our guest mix.

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Segment Comparable Owned Resort EBITDA. Our Comparable Owned Resort EBITDA for the three months ended March 31, 2025 decreased $7.0 million compared to the three months ended March 31, 2024.

•Our Comparable Owned Resort EBITDA Margin for the three months ended March 31, 2025 decreased 7.7 percentage points, or 18.0%, compared to the three months ended March 31, 2024. The decrease was primarily driven by the travel advisory issued for Jamaica.

Non-U.S. GAAP Financial Measures

Reconciliation of Net Income to Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization)

The following is a reconciliation of our U.S. GAAP net income to EBITDA, Adjusted EBITDA, Owned Resort EBITDA and Comparable Owned Resort EBITDA for the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31,
	2025		2024
Net income	$	43,125	$	54,341
Interest expense	19,961		23,128
Income tax provision	2,361		12,037
Depreciation and amortization	19,440		18,672
EBITDA	84,887		108,178
Other expense (a)	151		793
Share-based compensation	4,395		3,759
Transaction expense (b)	3,373		1,037
Severance expense (c)	452		—
Contract termination fees (d)	6,208		—


Loss (gain) on sale of assets	626		(36)
Non-service cost components of net periodic pension cost	(171)		(259)
Adjusted EBITDA	99,921		113,472
Other corporate (e)	14,107		14,122
The Playa Collection	(1,449)		(1,020)
Management fees	(895)		(2,534)
Owned Resort EBITDA	111,684		124,040
Less: Non-comparable Owned Resort EBITDA	14,120		22,277
Comparable Owned Resort EBITDA (f)	$	97,564	$	101,763

________

(a) Represents changes in foreign exchange and other miscellaneous non-operating expenses or income.

(b) Represents expenses incurred in connection with corporate initiatives, such as: system implementations, debt refinancing costs; other capital raising efforts; and strategic initiatives, such as the launch of a new resort or possible expansion into new markets.

(c) For the three months ended March 31, 2025, represents severance expense incurred in connection with the sale of the Jewel Paradise Cove Beach Resort & Spa.

(d) Represents the forgiveness of outstanding receivables and unamortized key money during the three months ended March 31, 2025 in connection with the termination of our management agreement for the Wyndham Alltra Vallarta.

(e) For the three months ended March 31, 2025 and 2024, represents corporate salaries and benefits of $10.1 million for 2025 and $9.8 million for 2024, professional fees of $1.6 million for 2025 and $2.1 million for 2024, corporate rent and insurance of $1.3 million for 2025 and $1.0 million for 2024, and corporate travel, software licenses, board fees and other miscellaneous corporate expenses of $1.1 million for 2025 and $1.2 million for 2024.

(f) Our comparable portfolio for the three months ended March 31, 2025 excludes Jewel Paradise Cove Beach Resort & Spa, which was sold in February 2025, Jewel Palm Beach, which was sold in September 2024, and the Hyatt Ziva Los Cabos and Hyatt Ziva Puerto Vallarta, which were partially closed for renovations during three months ended March 31, 2025.

Inflation

We have experienced an elevated level of inflationary pressure on our direct resort expenses since the beginning of 2022. Inflation effects were experienced mostly through higher labor costs, food and beverage prices, and utility costs. Although we experienced some improvement in 2024, we expect that inflationary pressures may increase as a result of growing international trade disputes and related tariffs. While we, like most operators of lodging properties, have the ability to adjust room rates to reflect the effects of inflation, competitive pricing pressures may limit our ability to raise room rates to fully offset inflationary cost increases.

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Seasonality

The seasonality of the lodging industry and the location of our resorts in Mexico, Jamaica and the Dominican Republic have historically resulted in the greatest demand for our resorts occurring between mid-December and April of each year, yielding higher occupancy levels and package rates during this period. This seasonality in demand has resulted in predictable fluctuations in revenue, results of operations, and liquidity, which are consistently higher during the first quarter of each year than in successive quarters.

Liquidity and Capital Resources

Our net cash provided by operating activities for the three months ended March 31, 2025 was $78.1 million. We believe that our sources of cash, which consist of available cash and cash from operations, together with the available borrowing capacity under our Revolving Credit Facility and our access to the capital markets, will be adequate to meet our cash requirements, including our contractual obligations, over the next twelve months and beyond.

Sources of Cash

As of March 31, 2025, we had $265.4 million of available cash, as compared to $189.3 million as of December 31, 2024. Our primary short-term cash needs are paying operating expenses, maintaining our resorts, and servicing our outstanding indebtedness. We expect to meet our short-term liquidity requirements generally through our existing cash balances, net cash provided by operations, equity issuances or short-term borrowings under our Revolving Credit Facility.

Further, we had no restricted cash balance as of March 31, 2025. As of April 30, 2025, we had approximately $266.1 million of available cash and also had $225.0 million available on our Revolving Credit Facility, which does not mature until January 2028.

We expect to meet our long-term liquidity requirements generally through the sources of cash available for short-term needs, net cash provided by operations, as well as equity or debt issuances or proceeds from the potential disposal of assets.

Cash Requirements

Our expected material cash requirements for the remainder of 2025 and thereafter consist of (i) contractually obligated expenditures, including payments of principal and interest; (ii) other essential expenditures, including operating expenses and maintenance of our resorts; and (iii) opportunistic expenditures, including possible property developments, expansions, renovations, repositioning and rebranding projects, potential acquisitions, the repayment of indebtedness and discretionary repurchases of our securities.

As of March 31, 2025, there have been no significant changes to our “Contractual Obligations” table in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025. As of March 31, 2025, we had $66.8 million of scheduled contractual obligations remaining in 2025 which we expect to pay with available cash.

We are continuing to monitor our liquidity and we may pursue additional sources of liquidity as needed. The availability of additional liquidity options will depend on the economic and financial environment, our credit, our historical and projected financial and operating performance and continued compliance with financial covenants. If operating conditions decline or are materially adversely impacted, we may not be able to maintain our current liquidity position or access additional sources of liquidity at acceptable terms or at all.

Financing Strategy

We intend to use other financing sources that may be available to us from time to time, including financing from banks, institutional investors or other lenders, such as bridge loans, letters of credit, joint ventures and other arrangements. Future financings may be unsecured or may be secured by mortgages or other interests in our assets. In addition, we may issue publicly or privately placed debt or equity securities. When possible and desirable, we will seek to replace short-term financing with long-term financing. We may use the proceeds from any financings to refinance existing indebtedness, to finance resort projects or acquisitions or for general working capital or other purposes.

Our indebtedness may be recourse, non-recourse or cross-collateralized and may be fixed rate or variable rate. If the indebtedness is non-recourse, the obligation to repay such indebtedness will generally be limited to the particular resort or resorts pledged to secure such indebtedness. In addition, we may invest in resorts subject to existing loans secured by mortgages or similar liens on the resorts or may refinance resorts acquired on a leveraged basis.

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Recent Transactions Affecting Our Liquidity and Capital Resources

The following table summarizes our net cash provided by or used in operating activities, investing activities and financing activities for the periods indicated and should be read in conjunction with our Condensed Consolidated Statements of Cash Flows and accompanying notes thereto ($ in thousands):


	Three Months Ended March 31,
	2025		2024
Net cash provided by operating activities	$	78,087	$	56,777
Net cash provided by (used in) investing activities	$	5,445	$	(10,446)
Net cash used in financing activities	$	(7,410)	$	(33,509)
Increase in cash and cash equivalents	$	76,122	$	12,822

Cash Flows from Operating Activities

Our net cash from operating activities is generated primarily from operating income of our resorts. For the three months ended March 31, 2025, our net cash provided by operating activities was $78.1 million compared to $56.8 million for the three months ended March 31, 2024.

Cash Flows from Investing Activities

Our net cash provided by investing activities was $5.4 million for the three months ended March 31, 2025 compared to net cash used in investing activities of $10.4 million for the three months ended March 31, 2024.

Activity for the three months ended March 31, 2025:

•Net proceeds from the sale of assets, primarily consisting of the Jewel Paradise Cove Beach Resort & Spa, of $27.6 million.

•Purchases of property and equipment of $23.4 million, consisting of maintenance capital expenditures as well as renovation costs of the Hyatt Ziva Puerto Vallarta, Hyatt Ziva Los Cabos, and Hyatt Zilara Cancún; and

•Payment of $1.7 million in key money to the owner of one of our managed resorts.

Activity for the three months ended March 31, 2024:

•Purchases of property and equipment of $10.0 million, primarily for maintenance related expenditures as well as renovation costs of the Hyatt Ziva Puerto Vallarta and Hyatt Ziva Los Cabos; and

•Payment of $0.5 million in key money to the owner of one of our managed resorts.

Capital Expenditures

We maintain each of our properties in good repair and condition and in conformity with applicable laws and regulations, franchise and license agreements and management agreements. Capital expenditures made to extend the service life or increase the capacity of our assets, including expenditures for the replacement, improvement or expansion of existing capital assets (i.e., maintenance capital expenditures), differ from ongoing repair and maintenance expense items, which do not in our judgment extend the service life or increase the capacity of assets and are charged to expense as incurred. From time to time, certain of our resorts may be undergoing renovations as a result of our decision to upgrade portions of the resorts, such as guestrooms, public space, meeting space, gyms, spas and/or restaurants, in order to better compete with other resorts in our markets.

Cash Flows from Financing Activities

Our net cash used in financing activities was $7.4 million for the three months ended March 31, 2025 compared to $33.5 million for the three months ended March 31, 2024.

Activity for the three months ended March 31, 2025:

•Principal payments on our Term Loan due 2029 of $2.8 million; and

•Repurchases of ordinary shares for tax withholdings of $4.6 million.

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Activity for the three months ended March 31, 2024:

•Principal payments on our Term Loan due 2029 of $2.8 million; and

•Repurchases of ordinary shares of $30.5 million.

Critical Accounting Estimates

Our Condensed Consolidated Financial Statements included herein have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts and related disclosures. A number of our significant accounting policies involve a higher degree of judgement and estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. We believe our estimates, assumptions and judgments with respect to our such policies are reasonable based upon information presently available. However, actual results may differ significantly from these estimates under different assumptions, judgments or conditions, which could have a material effect on our financial position, results of operations and related disclosures.

We have discussed those estimates that we believe are critical and require the use of complex judgment in their application in our Consolidated Financial Statements included within our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025. There have been no material changes to our critical accounting policies or the methodologies or assumptions we apply under them except for those disclosed in Note 2 to our Condensed Consolidated Financial Statements.

Fair Value of Financial Instruments

Our financial instruments consist of cash and cash equivalents, restricted cash, trade and other receivables, accounts receivable from related parties, certain prepayments and other assets, trade and other payables, payables to related parties, derivative financial instruments, other liabilities, including our pension obligation, and debt (excluding the financing lease obligation). See Note 13, “Fair value of financial instruments,” to our Condensed Consolidated Financial Statements for more information.

Related Party Transactions

See Note 6, “Related party transactions,” to our Condensed Consolidated Financial Statements for information on these transactions.

Recent Accounting Pronouncements

See the recent accounting pronouncements in Note 2 to our Condensed Consolidated Financial Statements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

In the normal course of operations, we are exposed to interest rate risk and foreign currency risk which may impact future income and cash flows.

Interest Rate Risk

The risk from market interest rate fluctuations mainly affects long-term debt bearing interest at a variable interest rate. We currently use two interest rate swaps (see Note 12 of our Condensed Consolidated Financial Statements) to manage our exposure to this risk. As of March 31, 2025, 49% of our outstanding indebtedness bore interest at floating rates, as our Term Loan due 2029 incurs interest based on SOFR plus a margin of 2.75%.

•If market rates of interest on our SOFR-based floating rate debt were to increase by 1.0%, the increase in interest expense on our floating rate debt would decrease our future earnings and cash flows by approximately $5.3 million annually, assuming the balance outstanding under our Revolving Credit Facility remained at $0 million.

•If market rates of interest on our SOFR-based floating rate debt were to decrease by 1.0%, the decrease in interest expense on our floating rate debt would increase our future earnings and cash flows by approximately $5.3 million annually, assuming the balance outstanding under our Revolving Credit Facility remained at $0 million.

Foreign Currency Risk

We are exposed to exchange rate fluctuations because all of our resort investments are based in locations where the local currency is not the U.S. dollar, which is our reporting currency. For the three months ended March 31, 2025 less than 1% of our revenues were denominated in currencies other than the U.S. dollar. As a result, our revenues reported on our Condensed Consolidated Statements of Operations are affected by movements in exchange rates.

Approximately 71% of our resort-level operating expenses for the three months ended March 31, 2025 were denominated in the local currencies in the countries in which we operate. We have entered into foreign currency forward contracts to hedge 75% of our estimated operating expenses that are denominated in Mexican Pesos. However, our operating expenses reported on our Condensed Consolidated Statements of Operations continue to be affected by movements in exchange rates, including the Mexican Peso, Dominican Peso and the Jamaican Dollar.

•The effect of an immediate 5% adverse change in foreign exchange rates on Mexican Peso-denominated expenses at March 31, 2025 would have impacted our Owned Resort EBITDA by approximately $0.8 million on a year-to-date basis, inclusive of the impact from our foreign currency forward contracts.

•The effect of an immediate 5% adverse change in foreign exchange rates on Dominican Peso-denominated expenses at March 31, 2025 would have impacted our Owned Resort EBITDA by approximately $1.4 million on a year-to-date basis.

•The effect of an immediate 5% adverse change in foreign exchange rates on Jamaican Dollar-denominated expenses at March 31, 2025 would have impacted our Owned Resort EBITDA by approximately $1.3 million on a year-to-date basis.

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures.

We maintain a set of disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this quarterly report, an evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, were effective.

Changes in Internal Control Over Financial Reporting.

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of our business, we are subject to claims and administrative proceedings, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on our financial condition, cash flows or results of operations. The outcome of claims, lawsuits and legal proceedings brought against us, however, is subject to significant uncertainties. Refer to Note 7 to our financial statements included in “Item 1. Financial Statements” of this Form 10-Q for a more detailed description of such proceedings and contingencies.

Item 1A. Risk Factors.

As of March 31, 2025, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025, which is accessible on the SEC’s website at www.sec.gov.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Unregistered Sale of Securities

None.

(b) Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits.

The following exhibits are filed as part of this Form 10-Q:


Exhibit Number						Exhibit Description
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 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Playa with the SEC on February 10, 2025)

3.1						Board Rules for Playa Hotels & Resorts N.V., effective February 25, 2025 (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2024)

10.1						Form of Tender and Support Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2025)

31.1						Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2						Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1						Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2						Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101						The following materials from Playa Hotels & Resorts N.V.’s Quarterly Report on Form 10-Q for the period ended March 31, 2025, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (iv) Condensed Consolidated Statements of Shareholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Financial Statements

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

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SIGNATURES

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 thereunto duly authorized.

Playa Hotels & Resorts N.V.

Date:

May 5, 2025

By:

/s/ Bruce D. Wardinski

Bruce D. Wardinski

Chairman and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the undersigned, in his capacity as the principal financial officer of the registrant.

Playa Hotels & Resorts N.V.

Date:

May 5, 2025

By:

/s/ Ryan Hymel

Ryan Hymel

Chief Financial Officer

(Principal Financial Officer)