Hyatt Hotels CorpH
Hyatt Hotels Corp Stock Compensation Disclosure
STOCK-BASED COMPENSATION
Compensation expense and unearned compensation presented below exclude amounts related to employees of our managed hotels and other employees whose payroll is reimbursed, as these expenses have been, and will continue to be, reimbursed by our third-party owners and are recognized in revenues for reimbursed costs and reimbursed costs on our consolidated statements of income (loss). Stock-based compensation expense recognized in general and administrative expenses, owned and leased expenses, distribution expenses, and transaction and integration costs on our consolidated statements of income (loss) related to our awards was as follows:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| SARs | $ | 14 | $ | 15 | $ | 13 | |||||||||||
| RSUs | 43 | 34 | 40 | ||||||||||||||
| PSUs | 17 | 15 | 22 | ||||||||||||||
| Total | $ | 74 | $ | 64 | $ | 75 | |||||||||||
The income tax benefit recognized at the time of vest related to our awards was as follows:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| SARs | $ | 1 | $ | 1 | $ | 1 | |||||||||||
| RSUs | 8 | 7 | 5 | ||||||||||||||
| PSUs | 1 | 1 | 2 | ||||||||||||||
| Total | $ | 10 | $ | 9 | $ | 8 | |||||||||||
SARs—A summary of SAR activity is presented below:
| SARs | Weighted-average exercise price | Weighted-average remaining contractual term | |||||||||||||||
| Outstanding at December 31, 2024 | 3,242,042 | $ | 76.59 | 5.68 | |||||||||||||
| Granted | 311,519 | 122.34 | |||||||||||||||
| Exercised | (63,780) | 67.67 | |||||||||||||||
| Forfeited or expired | (5,630) | 133.17 | |||||||||||||||
| Outstanding at December 31, 2025 | 3,484,151 | $ | 80.75 | 5.11 | |||||||||||||
| Exercisable at December 31, 2025 | 2,783,871 | $ | 69.59 | 4.32 | |||||||||||||
The weighted-average grant date fair value for the awards granted in 2025, 2024, and 2023 was $53.17, $68.77, and $48.54, respectively.
The fair value of each SAR was estimated on the grant date using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions:
| 2025 | 2024 | 2023 | |||||||||||||||
| Exercise price | $ | 122.34 | $ | 156.97 | $ | 111.71 | |||||||||||
| Expected life in years | 6.24 | 6.24 | 6.24 | ||||||||||||||
| Risk-free interest rate | 4.14 | % | 4.31 | % | 3.70 | % | |||||||||||
| Expected volatility | 39.25 | % | 38.60 | % | 37.37 | % | |||||||||||
| Annual dividend yield | 0.49 | % | 0.38 | % | — | % | |||||||||||
Due to a lack of historical exercise activity, the expected life was estimated based on the midpoint between the vesting period and the contractual life of each SAR. The risk-free interest rate was based on U.S. Treasury instruments with similar expected life. We calculate volatility using our trading history over a time period consistent with our expected term assumption. The dividend yield assumption is based on the expected annualized dividend payment at the grant date.
During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, the intrinsic value of exercised SARs was $5 million, $85 million, and $47 million, respectively. The total intrinsic value of SARs outstanding at December 31, 2025 was $277 million, and the total intrinsic value for exercisable SARs at December 31, 2025 was $253 million.
RSUs—A summary of the status of the nonvested RSU awards outstanding under the LTIP, including certain RSUs with a performance component, is presented below:
| RSUs | Weighted-average grant date fair value | ||||||||||
| Nonvested at December 31, 2024 | 873,679 | $ | 120.17 | ||||||||
| Granted | 581,607 | 126.30 | |||||||||
| Vested | (421,661) | 111.38 | |||||||||
| Forfeited or canceled | (78,458) | 125.77 | |||||||||
| Nonvested at December 31, 2025 | 955,167 | $ | 127.32 | ||||||||
The weighted-average grant date fair value for the awards granted in 2025, 2024, and 2023 was $126.30, $156.75, and $111.26, respectively. The liability and related expense for granted cash-settled RSUs were insignificant at and for the year ended December 31, 2025. The fair value of RSUs vested during the years ended December 31, 2025, December 31, 2024, and December 31, 2023 was $47 million, $49 million, and $55 million, respectively.
At December 31, 2025, the total intrinsic value of nonvested RSUs was $153 million.
PSUs—A summary of the status of the nonvested PSU awards outstanding under the LTIP is presented below:
| PSUs | Weighted-average grant date fair value | ||||||||||
| Nonvested at December 31, 2024 | 507,158 | $ | 102.84 | ||||||||
| Granted | 267,389 | 144.84 | |||||||||
| Vested | (207,536) | 101.68 | |||||||||
| Forfeited or canceled | (126,255) | 74.02 | |||||||||
| Nonvested at December 31, 2025 | 440,756 | $ | 134.98 | ||||||||
The weighted-average grant date fair value for the awards granted in 2025, 2024, and 2023 was $144.84, $159.69, and $120.64, respectively. During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, $21 million, $27 million, and no amount, respectively, of PSUs vested.
At December 31, 2025, the total intrinsic value of nonvested PSUs was $71 million, if target performance is achieved.
Unearned Compensation—Our total unearned compensation for our stock-based compensation programs at December 31, 2025 was $3 million for SARs, $39 million for RSUs, and $16 million for PSUs, which will be recognized in general and administrative expenses, owned and leased expenses, distribution expenses, and transaction and integration costs on our consolidated statements of income (loss) over a weighted-average period of three years with respect to SARs, two years with respect to RSUs, and one year with respect to PSUs. In conjunction with the continued integration of Playa Hotels, certain RSUs included in unearned compensation above may be reimbursed by our third-party owners, and therefore, compensation expense for these employees will be recognized in revenues for reimbursed costs and reimbursed costs on our consolidated statements of income (loss).
Playa Hotels Acquisition Continuing Awards—During the year ended December 31, 2025, in conjunction with the Playa Hotels Acquisition (see Note 7), we assumed the Continuing Awards that were previously granted to continuing employees under the Playa Hotels Plan and converted each award into RSUs (the "Assumed Awards"). The number of shares issued for the Assumed Awards was based on the number of ordinary shares subject to such Continuing Award immediately prior to the closing of the Playa Hotels Acquisition multiplied by the applicable exchange ratio. Vesting for awards eligible to vest based on performance goals was determined based on relevant provisions in underlying award agreements, with such vesting occurring either (i) as though the greater of target performance or actual performance had been achieved or (ii) as though target performance had been achieved, except that, all such awards granted during 2024 vested at the applicable maximum performance level. The Assumed Awards continue to be governed by the terms of the Playa Hotels Plan and are subject to the same vesting and other terms and conditions as were applicable to the corresponding Continuing Awards, except that if the holder of an Assumed Award is terminated without "cause" or terminates employment for "good reason" within 12 to 24 months, as applicable for specified holders, following the closing of the Playa Hotels Acquisition, such holder's Assumed Awards will vest in full, subject to execution of a release.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 13, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.