Current Report · Items 1.01, 9.01 · 8-K

Ryman Hospitality Properties, Inc

RHPNYSEEQUITYCurrent

Entry into a Material Definitive Agreement

Filed Aug 12, 2026Accepted Aug 12, 2026, 4:20 PM EDTCIK 1040829Accession 0001104659-26-094901

Company context

Ryman Hospitality Properties, Inc. (NYSE: RHP) is a leading lodging and hospitality real estate investment trust that specializes in group-oriented, upscale convention center resorts and entertainment experiences. The Company’s holdings include Gaylord Opryland Resort & Convention Center; Gaylord Palms Resort & Convention Center; Gaylord Texan Resort & Convention Center; Gaylord National Resort & Convention Center; and Gaylord Rockies Resort & Convention Center, five of the top seven largest non-gaming convention center hotels in the United States based on total indoor meeting space. The Company also owns the Grande Lakes Orlando Resort, the JW Marriott Phoenix Desert Ridge Resort & Spa and the JW Marriott San Antonio Hill Country Resort & Spa as well as two ancillary hotels adjacent to the Company’s Gaylord Hotels properties. The Company’s hotel portfolio is managed by Marriott International and includes a combined total of 13,956 rooms as well as more than 3 million square feet of total indoor and outdoor meeting space in top convention and leisure destinations across the country. RHP also owns an approximate 70% controlling ownership interest in Opry Entertainment Group (OEG), which is composed of entities owning a growing collection of iconic and emerging country music brands, including the Grand Ole Opry; Ryman Auditorium; WSM 650 AM; Ole Red; Category 10; Nashville-area attractions; and Block 21, a mixed-use entertainment, lodging, office and retail complex, including t

Current securities

RHPNYSE · EQUITY · Current

Recent company filings

Disclosure sections

Items 1.01, 9.01

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Item 1.01Item 1.01 - Entry into Material Agreement

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Underwriting Agreement On August 10, 2026, Ryman Hospitality Properties, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives (collectively, the “Representatives”) of the underwriters listed in Schedule 1 of the Underwriting Agreement (the “Underwriters”), providing for the issuance and sale by the Company of 5,100,000 shares of the Company’s common stock, par value $0.01 per share (the “common stock”), at a purchase price to the public of $117.00 per share, less underwriting discounts and commissions, in a registered public offering (the “offering”). In addition, pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option (the “option”) to purchase up to an additional 765,000 shares of common stock on the same terms. On August 11, 2026, the Underwriters exercised the option in full. The offering, including the issuance and sale of the additional shares of common stock under the option, closed on August 12, 2026. The net proceeds to the Company, after deducting Underwriters’ discounts and commissions and the estimated offering expenses payable by the Company, were approximately $658 million. The offering was made pursuant to a prospectus supplement, dated August 10, 2026, and a base prospectus relating to the Company’s effective shelf registration statement on Form S-3 (File Number 333-298164), dated August 10, 2026. The Underwriting Agreement includes representations, warranties and covenants by the Company customary for agreements of this nature. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities arising out of or in connection with the sale of the common stock and customary contribution provisions in respect of those liabilities. The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as