RHP Filings — Ryman Hospitality Properties, Inc. - FilingSpy
RHP
Ryman Hospitality Properties, Inc.
A real estate investment trust pairing big convention hotels with country-music entertainment. Its Hospitality arm owns the Gaylord Hotels and JW Marriott resorts, all managed by Marriott, while its Entertainment arm runs the Grand Ole Opry, Ryman Auditorium, and Ole Red venues. The company traces its roots to 1925, when WSM Radio launched the Grand Ole Opry, and took its current name in 2012 after becoming a REIT. The Ryman Auditorium was built by riverboat captain Thomas Ryman, who funded the venue after a religious conversion.
Ryman Hospitality issues $700M 6.250% Senior Notes due 2035 to fund Grande Lakes acquisition
Ryman Hospitality Properties, Inc. and its subsidiaries issued $700 million aggregate principal amount of 6.250% Senior Notes due 2035 under an indenture dated August 25, 2026.
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The notes are guaranteed by the Company and certain subsidiaries and are general unsecured senior obligations of the issuers.
Net proceeds will fund a portion of the approximately $1.38 billion purchase price for the JW Marriott Orlando Grande Lakes Resort and The Ritz-Carlton Orlando, Grande Lakes.
The balance of the purchase price will be funded with net proceeds from a public offering of 5,865,000 shares at $117.00 per share and cash on hand.
If the Grande Lakes Acquisition is not consummated, the notes will be redeemed at 100% of issue price plus accrued interest.
1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits
Ryman Hospitality closes $658M common stock offering, underwriters exercise option in full
Ryman Hospitality Properties, Inc. entered into an underwriting agreement on August 10, 2026, with BofA Securities and J.P. Morgan Securities as representatives.
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The company sold 5,100,000 shares of common stock at $117.00 per share, plus an additional 765,000 shares under a 30-day option exercised in full on August 11, 2026.
The offering closed on August 12, 2026, with net proceeds of approximately $658 million after discounts and expenses.
The offering was made under a prospectus supplement dated August 10, 2026, and a base prospectus on Form S-3 (File No. 333-298164).
The underwriting agreement includes customary representations, warranties, indemnification, and contribution provisions.
1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits
Ryman Hospitality to acquire Grande Lakes Orlando Resort for $1.38 billion
RHP Property GLO, LLC, a subsidiary of Ryman Hospitality Properties, Inc., entered into an Agreement of Purchase and Sale with GLO Hotel Owner LLC to buy the JW Marriott Orlando, Grande Lakes Resort and the Ritz-Carlton Orlando, Grande Lakes for approximately $1.38 billion.
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The 409-acre property includes 1,592 guest rooms, a Greg Norman-designed golf course, and about 320,000 square feet of meeting space; it will continue to be operated by Marriott International under the JW Marriott and Ritz-Carlton brands.
A $50 million escrow deposit was made upon execution, to be applied to the purchase price at closing or released as liquidated damages under certain termination scenarios.
The acquisition is expected to close in the third quarter of 2026, subject to customary closing conditions.
The purchase price represents a 12.5x Adjusted EBITDAre multiple on trailing-twelve-month results through June 30, 2026, and the company expects the deal to be accretive to Adjusted FFO per diluted share for 2027.
1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Ryman Hospitality stockholders elect 10 directors and approve say-on-pay at 2026 annual meeting
Annual meeting held May 7, 2026; 59,147,731 of 63,109,272 outstanding shares were present or represented by proxy.
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All ten director nominees were elected, including Rachna Bhasin, H. Eric Bolton Jr., Alvin Bowles Jr., Mark Fioravanti, William E. Haslam, Erin Mulligan Helgren, Christine Pantoya, Robert Prather Jr., Colin Reed, and Michael Roth.
Advisory say-on-pay resolution for named executive officer compensation passed with 54,747,227 votes for and 1,776,701 against.
Ratification of Ernst & Young LLP as independent auditor for fiscal 2026 was approved with 57,726,765 votes for and 1,405,876 against.
Reported under Item 5.07 as a submission of matters to a vote of security holders.
5.07 Submission of Matters to a Vote of Security Holders
Ryman Hospitality issues $700M of 5.750% Senior Notes due 2034 to redeem 2027 notes
Ryman Hospitality Properties, Inc. and its subsidiaries issued $700 million aggregate principal amount of 5.750% Senior Notes due 2034 under an indenture dated March 11, 2026.
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The notes are guaranteed by the Company and certain subsidiaries, and are general unsecured senior obligations ranking equal with existing senior unsecured debt.
Net proceeds, together with available cash, will be used to redeem in full the Issuers' $700 million 4.750% senior notes due 2027.
Interest on the new notes is payable semi-annually on March 15 and September 15, beginning September 15, 2026, with maturity on March 15, 2034.
The notes are redeemable at the Issuers' option at specified prices, and a change of control triggering event requires an offer to repurchase at 101% of principal.
1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits
Ryman Hospitality reports record Q4 2025 revenue of $737.8 million and full-year revenue of $2.6 billion
Fourth quarter 2025 consolidated revenue was a record $737.8 million, up 13.9% year-over-year, with net income of $74.5 million and Adjusted EBITDAre of $224.3 million.
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Full year 2025 revenue was a record $2.6 billion, with net income of $247.3 million and Adjusted EBITDAre of $794.7 million.
The company declared a Q1 2026 cash dividend of $1.20 per share, payable April 15, 2026, and intends to pay aggregate minimum dividends of $4.80 per share for 2026.
Subsequent to quarter-end, Ryman refinanced its revolving credit facility, increasing it from $700 million to $850 million and extending maturity to January 2030.
Opry Entertainment Group announced a third Category 10 venue at Universal Orlando Resort's CityWalk, expected to open in late 2027, and was selected to manage the CCNB Amphitheatre in Simpsonville, SC.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits