Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-13079
RYMAN HOSPITALITY PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
73-0664379
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
One Gaylord Drive
Nashville, Tennessee 37214
(Address of Principal Executive Offices)
(Zip Code)
(615) 316-6000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class
Trading Symbol(s)
Which Registered
Common stock, par value $.01
RHP
New York Stock Exchange
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 for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 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 Exchange Act). ☐ Yes ☒ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding as of July 31, 2026
Common Stock, par value $.01
63,119,288 shares
For the Quarter Ended June 30, 2026
INDEX
Page
Part I - Financial Information
3
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets (Unaudited) – June 30, 2026 and December 31, 2025
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - For the Three and Six Months Ended June 30, 2026 and 2025
4
Condensed Consolidated Statements of Cash Flows (Unaudited) - For the Six Months Ended June 30, 2026 and 2025
5
Condensed Consolidated Statements of Equity and Noncontrolling Interest (Unaudited) - For the Three and Six Months Ended June 30, 2026 and 2025
6
Notes to Condensed Consolidated Financial Statements (Unaudited)
7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
19
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
46
Item 4. Controls and Procedures.
Part II - Other Information
47
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits.
48
SIGNATURES
49
2
PART I – FINANCIAL INFORMATION
ITEM 1. – FINANCIAL STATEMENTS.
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
June 30,
December 31,
2026
2025
ASSETS:
Property and equipment, net
$
5,078,259
4,970,429
Cash and cash equivalents - unrestricted
366,125
471,421
Cash and cash equivalents - restricted
31,695
28,759
Notes receivable, net
53,634
53,503
Trade receivables, net
122,120
105,903
Deferred income tax assets, net
51,150
67,669
Prepaid expenses and other assets
211,266
196,798
Intangible assets and goodwill, net
277,587
286,701
Total assets
6,191,836
6,181,183
LIABILITIES AND EQUITY:
Debt and finance lease obligations
3,969,453
3,976,913
Accounts payable and accrued liabilities
505,529
517,708
Distributions payable
78,229
78,819
Deferred management rights proceeds
162,541
162,901
Operating lease liabilities
163,143
158,815
Other liabilities
77,745
74,251
Total liabilities
4,956,640
4,969,407
Commitments and contingencies
Noncontrolling interest in Opry Entertainment Group
444,096
422,691
Equity:
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding
—
Common stock, $.01 par value, 400,000 shares authorized, 63,118 and 63,006 shares issued and outstanding, respectively
631
630
Additional paid-in capital
1,706,935
1,722,332
Treasury stock of 738 and 730 shares, at cost
(27,573)
(26,788)
Distributions in excess of retained earnings
(921,814)
(933,250)
Accumulated other comprehensive loss
(9,858)
(12,772)
Total stockholders' equity
748,321
750,152
Noncontrolling interests
42,779
38,933
Total equity
791,100
789,085
Total liabilities and equity
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(In thousands, except per share data)
Three Months Ended
Six Months Ended
Revenues:
Rooms
232,366
200,900
456,124
390,132
Food and beverage
296,437
250,391
585,784
503,654
Other hotel revenue
76,161
64,920
148,445
120,155
Entertainment
144,014
143,304
223,197
232,854
Total revenues
748,978
659,515
1,413,550
1,246,795
Operating expenses:
52,581
47,238
103,175
93,527
159,120
136,152
317,283
274,291
Other hotel expenses
150,260
130,588
294,882
254,512
Management fees, net
22,142
17,916
43,057
36,379
Total hotel operating expenses
384,103
331,894
758,397
658,709
101,563
110,376
166,672
180,146
Corporate
11,245
10,759
22,530
21,529
Preopening costs
438
98
825
185
Depreciation and amortization
77,084
66,963
152,785
130,680
Total operating expenses
574,433
520,090
1,101,209
991,249
Operating income
174,545
139,425
312,341
255,546
Interest expense
(63,875)
(58,534)
(127,994)
(112,817)
Interest income
3,727
5,583
8,913
11,042
Loss on extinguishment of debt
(2,542)
(2,200)
Income (loss) from unconsolidated joint ventures
(13)
(29)
Other gains and (losses), net
(259)
(196)
(621)
(304)
Income before income taxes
114,142
83,723
190,443
150,896
Provision for income taxes
(12,063)
(7,848)
(18,962)
(12,007)
Net income
102,079
75,875
171,481
138,889
Net income attributable to noncontrolling interest in Opry Entertainment Group
(4,050)
(2,094)
(3,462)
(2,805)
Net income attributable to other noncontrolling interests
(5,279)
(2,028)
(4,794)
(1,370)
Net income available to common stockholders
92,750
71,753
163,225
134,714
Basic income per share available to common stockholders
1.47
1.17
2.59
2.22
Diluted income per share available to common stockholders
1.42
1.12
2.46
2.13
Comprehensive income, net of taxes
103,770
75,980
174,395
138,906
Comprehensive income, net of taxes, attributable to noncontrolling interest in Opry Entertainment Group
(4,575)
(2,143)
(4,376)
(2,866)
Comprehensive income, net of taxes, attributable to other noncontrolling interests
(5,290)
(2,029)
(4,812)
Comprehensive income, net of taxes, available to common stockholders
93,905
71,808
165,207
134,670
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows from Operating Activities:
Amounts to reconcile net income to net cash flows provided by operating activities:
Provision for deferred income taxes
16,611
9,470
Amortization of deferred financing costs
6,352
5,607
(Income) loss from unconsolidated joint ventures
(4)
29
Equity-based compensation expense
7,629
7,117
Changes in:
Trade receivables
(16,218)
(21,048)
(24,245)
(65,351)
Other assets and liabilities
7,550
15,326
Net cash flows provided by operating activities
321,941
220,719
Cash Flows from Investing Activities:
Purchases of property and equipment
(241,190)
(182,238)
Purchase of JW Marriott Desert Ridge, net of cash acquired
(861,958)
Other investing activities, net
(851)
(18,609)
Net cash flows used in investing activities
(242,041)
(1,062,805)
Cash Flows from Financing Activities:
Repayments under term loan B
(1,468)
Borrowings under OEG revolving credit facility
5,000
Repayments under OEG revolving credit facility
(26,000)
Borrowings under OEG term loan
128,128
Repayments under OEG term loan
(2,153)
(1,827)
Repayments under Block 21 CMBS loan
(128,967)
Issuance of senior notes
700,000
625,000
Redemption of senior notes
(700,000)
Deferred financing costs paid
(19,276)
(12,572)
Issuance of common stock, net
275,532
Payment of distributions
(153,731)
(139,721)
Payment of tax withholdings for equity-based compensation
(5,429)
(5,472)
Other financing activities, net
(203)
(1,070)
Net cash flows provided by (used in) financing activities
(182,260)
716,563
Net change in cash, cash equivalents, and restricted cash
(102,360)
(125,523)
Cash, cash equivalents, and restricted cash, beginning of period
500,180
576,228
Cash, cash equivalents, and restricted cash, end of period
397,820
450,705
Reconciliation of cash, cash equivalents, and restricted cash to balance sheet:
420,579
30,126
CONDENSED CONSOLIDATED STATEMENTS OF EQUITYAND NONCONTROLLING INTEREST
Distributions
Accumulated
Additional
in Excess of
Other
Total
Noncontrolling
Common
Paid-in
Treasury
Retained
Comprehensive
Stockholders'
Interest
Stock
Capital
Earnings
Loss
Equity
Interests
in OEG
BALANCE, December 31, 2025
Net income (loss)
70,475
(485)
69,990
(588)
Other comprehensive income, net of income taxes
1,223
Adjustment of noncontrolling interest to redemption value
(11,291)
11,291
Dividends and distributions declared ($1.20 per share)
190
(785)
(75,536)
(76,131)
(474)
(76,605)
Restricted stock units surrendered
1
(5,388)
(5,387)
3,802
BALANCE, March 31, 2026
1,709,645
(938,311)
(11,549)
732,843
37,974
770,817
433,394
5,279
98,029
4,050
1,691
(6,652)
6,652
192
(76,253)
(76,061)
(76,535)
(77)
3,827
BALANCE, June 30, 2026
BALANCE, December 31, 2024
599
1,475,211
(23,526)
(888,132)
(15,172)
548,980
3,657
552,637
381,945
62,961
(658)
62,303
711
Other comprehensive loss, net of income taxes
(88)
(8,960)
8,960
Purchase of interest in consolidated joint venture
36,270
Dividends and distributions declared ($1.15 per share)
169
(803)
(68,701)
(69,335)
(454)
(69,789)
(5,648)
(5,647)
3,622
BALANCE, March 31, 2025
600
1,464,394
(24,329)
(893,872)
(15,260)
531,533
38,815
570,348
391,616
2,028
73,781
2,094
105
(7,576)
7,576
Reallocation of noncontrolling interest in Operating Partnership
(1,627)
1,627
30
275,502
172
(810)
(72,117)
(72,755)
(455)
(73,210)
(30)
3,495
BALANCE, June 30, 2025
1,734,330
(25,139)
(894,236)
(15,155)
800,430
42,015
842,445
401,286
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION:
On January 1, 2013, Ryman Hospitality Properties, Inc. (“Ryman”) and its subsidiaries (collectively with Ryman, the “Company”) began operating as a real estate investment trust (“REIT”) for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of upscale, meetings-focused resorts that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels and JW Marriott brands. The five Gaylord Hotels resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”), the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”), and the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”). The two JW Marriott resorts, which the Company refers to as the JW Marriott properties, consist of the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”) and the JW Marriott Phoenix Desert Ridge Resort & Spa (“JW Marriott Desert Ridge”) (effective June 10, 2025). The Company’s other owned hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National.
The Company also owns an approximate 70% controlling equity interest in OEG Attractions Holdings, LLC, a business comprised of a number of entertainment and media assets, known as the Opry Entertainment Group (“OEG”), which the Company reports as its Entertainment segment. These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; Category 10, a brand of Luke Combs-themed bar, music venue and event spaces that opened in Nashville, Tennessee in November 2024, with additional locations expected to open in Las Vegas, Nevada in late 2026 and at Universal Orlando Resort’s CityWalk in early 2028; Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”); and a majority and controlling equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company. In addition, in January 2026, OEG began managing the Ascend Amphitheater in downtown Nashville, Tennessee and, in February 2026, began managing the CCNB Amphitheatre outside of Greenville, South Carolina.
The Company consolidates the assets, liabilities and results of operations of OEG in the accompanying condensed consolidated financial statements. The portion of OEG that the Company does not own is recorded as noncontrolling interest in Opry Entertainment Group, which is classified as mezzanine equity in the accompanying condensed consolidated balance sheets, and any adjustment necessary to reflect the noncontrolling interest at its redemption value is shown in the accompanying condensed consolidated statements of equity and noncontrolling interest. See Note 4, “Income Per Share,” for further disclosure.
The condensed consolidated financial statements include the accounts of Ryman and its subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from this report pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim periods have been included. All adjustments are of a normal, recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year because of seasonal and short-term variations.
Newly Issued Accounting Standards
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, “Expense Disaggregation Disclosures,” requiring public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement line items, including employee compensation, purchases of inventory, depreciation, intangible asset amortization and depletion for each income statement line item that includes those expenses. The guidance is applied prospectively, but with the option to apply retrospectively, and will be effective for the Company for fiscal year 2027. The Company is currently evaluating the impact of this ASU but does not anticipate this adoption to have a material impact on the Company’s financial statements.
In December 2025, the FASB issued ASU No. 2025-11, “Interim Reporting – Narrow-Scope Improvements,” which is intended to improve the navigability of previous guidance and clarify when that guidance is applicable. Among other items, it establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure guidance. The guidance may be applied retrospectively or prospectively and will be effective for the Company for interim periods beginning in fiscal year 2028. The Company is currently evaluating the impact of this ASU but does not anticipate this adoption to have a material impact on the Company’s financial statements.
2. JW MARRIOTT DESERT RIDGE TRANSACTION:
On June 10, 2025, the Company purchased JW Marriott Desert Ridge for approximately $865 million. The Company funded the purchase price with a portion of the approximately $275.5 million in net proceeds of an underwritten registered public offering of approximately 3.0 million shares of the Company’s common stock and approximately $614 million in net proceeds of a private placement of $625 million aggregate principal amount of 6.50% senior notes due 2033. JW Marriott Desert Ridge assets are reflected in the Company’s Hospitality segment beginning June 10, 2025.
The Company performed a valuation of the fair value of the acquired assets and liabilities as of June 10, 2025. The valuations of the various components of property and equipment were determined principally based on the cost approach, which uses assumptions regarding replacement values from established indices. The valuation of intangible assets was based on various methods to evaluate the value of a below market ground lease and the values of advanced bookings previously received for the hotel. The Company considers each of these estimates as Level 3 fair value measurements.
The Company determined that the acquisition represents an asset acquisition and has capitalized transaction costs and allocated the purchase price to the relative fair values of assets acquired and liabilities assumed, adjusted for working capital adjustments as set forth in the purchase agreement and transaction costs, in the Company’s balance sheet at June 10, 2025 as follows (amounts in thousands):
Property and equipment
747,377
5,891
1,661
14,426
3,547
Intangible assets
114,875
Total assets acquired
887,777
(18,267)
Total liabilities assumed
Net assets acquired
869,510
8
3. REVENUES:
The Company’s revenues disaggregated by major source are as follows (in thousands):
Hotel group rooms
168,239
145,622
332,649
290,196
Hotel transient rooms
64,127
55,278
123,475
99,936
Hotel food and beverage - banquets
213,240
174,564
428,192
361,533
Hotel food and beverage - outlets
83,197
75,827
157,592
142,121
Hotel other
Entertainment admissions/ticketing
61,189
65,426
81,970
90,977
Entertainment food and beverage
49,202
45,688
83,822
80,872
Entertainment retail and other
33,623
32,190
57,405
61,005
The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands):
Gaylord Opryland
125,190
116,465
253,569
226,643
Gaylord Palms
88,491
73,113
186,137
161,506
Gaylord Texan
82,259
82,494
165,630
168,871
Gaylord National
90,422
83,413
164,649
164,242
Gaylord Rockies
84,735
81,722
156,984
152,670
JW Marriott Hill Country
65,762
66,573
116,057
121,849
JW Marriott Desert Ridge
60,649
5,349
134,517
AC Hotel
4,220
3,562
6,556
6,260
Inn at Opryland and other
3,236
3,520
6,254
6,551
Total Hospitality segment revenues
604,964
516,211
1,190,353
1,013,941
The majority of the Company’s Entertainment segment revenues are concentrated in Nashville, Tennessee; Las Vegas, Nevada; and Austin, Texas.
The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms and advanced ticketing at its OEG venues. At June 30, 2026 and December 31, 2025, the Company had $209.2 million and $220.6 million, respectively, in deferred revenues, which are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. Of the amount outstanding at December 31, 2025, approximately $150.4 million was recognized in revenue during the six months ended June 30, 2026.
9
4. INCOME PER SHARE:
The computation of basic and diluted earnings per common share is as follows (in thousands, except per share data):
Numerator:
Net income attributable to noncontrolling interest in OEG
3,462
2,805
Net income available to common stockholders - if-converted method
96,800
73,847
166,687
137,519
Denominator:
Weighted average shares outstanding - basic
63,114
61,352
63,069
60,639
Effect of dilutive equity-based compensation
147
187
194
Effect of dilutive put rights
4,860
4,233
4,543
3,744
Weighted average shares outstanding - diluted
68,143
65,732
67,799
64,577
As more fully discussed in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, although currently not exercisable, the minority investor of OEG has certain put rights (the “OEG Put Rights”) to require the Company to purchase the minority investor’s equity interest in OEG, which the Company may pay in cash or Company stock at the Company’s option. The Company calculated potential dilution for the OEG Put Rights based on the if-converted method, which assumes the OEG Put Rights were converted on the first day of the period or the date of issuance and the minority investor’s noncontrolling equity interest was redeemed in exchange for shares of the Company’s common stock.
The operating partnership units (“OP Units”) held by the noncontrolling interest holders in RHP Hotel Properties, LP (the “Operating Partnership”) have been excluded from the denominator of the diluted income per share calculation for the three and six months ended June 30, 2026 and 2025 as there would be no effect on the calculation of diluted income per share because the income or loss attributable to the OP Units held by the noncontrolling interest holders would also be added or subtracted to derive net income available to common stockholders.
5. PROPERTY AND EQUIPMENT:
Property and equipment at June 30, 2026 and December 31, 2025 is summarized as follows (in thousands):
Land and land improvements
738,790
731,497
Buildings
5,369,341
5,258,989
Furniture, fixtures and equipment
1,595,206
1,516,736
Right-of-use finance lease assets
1,841
Construction-in-progress
238,009
185,275
7,943,187
7,694,338
Accumulated depreciation and amortization
(2,864,928)
(2,723,909)
10
6. NOTES RECEIVABLE:
As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, in connection with the development of Gaylord National, the Company holds two issuances of governmental bonds (“Series A bond” and “Series B bond”) with a total carrying value and approximate fair value of $53.6 million and $53.5 million at June 30, 2026 and December 31, 2025, respectively, net of credit loss reserve of $38.0 million at each of June 30, 2026 and December 31, 2025. The Company receives debt service and principal payments thereon, payable from property tax increments, hotel taxes and special hotel rental taxes generated from Gaylord National through the maturity dates of July 1, 2034 and September 1, 2037, respectively. Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected. During the periods presented, the Company has accrued interest only on the Series A bond.
The Company has the intent and ability to hold these bonds to maturity. The Company’s quarterly assessment of credit losses considers the estimate of projected tax revenues that will service the bonds over their remaining terms. These tax revenue projections are updated each quarter to reflect updated industry projections as to future anticipated operations of the hotel. As a result of reduced tax revenue projections over the life of the bonds as well as certain cumulative priority payments due to others, the Series B bond is fully reserved. The Series A bond is of higher priority than other tranches which fall between the Company’s two issuances.
During the three months ended June 30, 2026 and 2025, the Company recorded interest income of $1.0 million and $1.1 million, respectively, and during the six months ended June 30, 2026 and 2025, the Company recorded interest income of $2.1 million and $2.2 million, respectively, on these bonds. The Company received payments of $2.0 million and $2.2 million during the six months ended June 30, 2026 and 2025, respectively, relating to these notes receivable.
7. DEBT:
The Company’s debt and finance lease obligations at June 30, 2026 and December 31, 2025 consisted of (in thousands):
$850M Revolving Credit Facility, interest at SOFR plus 1.50%, maturing January 28, 2030
Term Loan B, interest at SOFR plus 1.75%, maturing May 18, 2030
288,388
289,856
Senior Notes, interest at 4.75%, maturing October 15, 2027
Senior Notes, interest at 7.25%, maturing July 15, 2028
400,000
Senior Notes, interest at 4.50%, maturing February 15, 2029
600,000
Senior Notes, interest at 6.50%, maturing April 1, 2032
1,000,000
Senior Notes, interest at 6.50%, maturing June 15, 2033
Senior Notes, interest at 5.75%, maturing March 15, 2034
$80M OEG Revolver, interest at SOFR plus 3.50%, maturing June 28, 2029
OEG Term Loan, interest at SOFR plus 3.50%, maturing June 28, 2031
423,117
425,270
Finance lease obligations
537
596
Unamortized deferred financing costs
(56,370)
(52,282)
Unamortized discounts and premiums, net
(11,219)
(11,527)
Total debt
Amounts due within one year of the balance sheet date consist of amortization payments for the term loan B of 1.0% of the refinanced $293.5 million principal balance and amortization payments for the OEG term loan of approximately 1.0% of the refinanced $428.5 million principal balance.
At June 30, 2026, there were no defaults under the covenants related to the Company’s outstanding debt.
11
$850 Million Revolving Credit Facility
On January 28, 2026, the Company entered into an Amendment No. 1 to Credit Agreement (the “First Amendment”), which amended the Company’s existing credit agreement to, among other things, increase the maximum borrowing capacity under the Company’s revolving credit facility (the “Revolver”) from $700.0 million to $850.0 million, remove the “SOFR Adjustment” applicable to borrowings under the Revolver, extend the maturity date of the Revolver to January 28, 2030 and modify certain financial covenants applicable to the Revolver.
$700 Million 5.75% Senior Notes due 2034
On March 11, 2026, the Operating Partnership and RHP Finance Corporation (collectively, the “issuing subsidiaries”) completed the private placement of $700.0 million in aggregate principal amount of 5.75% senior notes due 2034 (the “$700 Million 5.75% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement.
The $700 Million 5.75% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $700 Million 5.75% Senior Notes have a maturity date of March 15, 2034 and bear interest at 5.75% per annum, payable semi-annually in cash in arrears on March 15 and September 15 each year, beginning on September 15, 2026. The $700 Million 5.75% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the Company’s $400 million in aggregate principal amount of 7.25% senior notes due 2028, $600 million in aggregate principal amount of 4.50% senior notes due 2029, $1 billion in aggregate principal amount of 6.50% senior notes due 2032, and $625 million in aggregate principal amount of 6.50% senior notes due 2033, and senior in right of payment to future subordinated indebtedness, if any.
The $700 Million 5.75% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness, including the Operating Partnership’s existing credit facility, to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $700 Million 5.75% Senior Notes. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $700 Million 5.75% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $700 Million 5.75% Senior Notes.
The net proceeds from the issuance of the $700 Million 5.75% Senior Notes totaled approximately $687 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The Company used these net proceeds, together with cash on hand, to redeem in full the Company’s former $700 million in aggregate principal amount of 4.75% senior notes originally due 2027.
The $700 Million 5.75% Senior Notes are redeemable before March 15, 2029, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $700 Million 5.75% Senior Notes will be redeemable, in whole or in part, at any time on or after March 15, 2029 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 102.875%, 101.438%, and 100.000% beginning on March 15 of 2029, 2030, and 2031, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.
12
8. LEASES:
The Company’s lease costs for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands):
Operating lease cost
5,556
5,135
11,264
10,048
Finance lease cost:
Amortization of right-of-use assets
110
57
231
Interest on lease liabilities
18
Net lease cost
5,676
5,196
11,513
10,154
Future minimum lease payments under non-cancelable leases at June 30, 2026 are as follows (in thousands):
Operating
Finance
Leases
Year 1
13,700
163
Year 2
14,932
273
Year 3
13,924
131
Year 4
13,666
13
Year 5
12,430
Years thereafter
617,743
Total future minimum lease payments
686,395
580
Less amount representing interest
(523,252)
(43)
Total present value of minimum payments
The remaining lease term and discount rate for the Company’s leases are as follows:
Weighted-average remaining lease term:
Operating leases
39.1
years
Finance leases
2.1
Weighted-average discount rate:
7.3
%
6.0
9. STOCK PLANS:
During the six months ended June 30, 2026, the Company granted 0.2 million restricted stock units with a weighted-average grant date fair value of $102.06 per unit. There were 0.5 million restricted stock units outstanding at each of June 30, 2026 and December 31, 2025.
Compensation expense for the Company’s equity-based compensation plans was $3.8 million and $3.5 million for the three months ended June 30, 2026 and 2025, respectively, and $7.6 million and $7.1 million for the six months ended June 30, 2026 and 2025, respectively.
10. INCOME TAXES:
The Company elected to be taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, generally the Company is not subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that it distributes to its stockholders. The Company continues to be required to pay federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (“TRSs”).
For the three months ended June 30, 2026 and 2025, the Company recorded an income tax provision of $12.1 million and $7.8 million, respectively, related to its TRSs. For the six months ended June 30, 2026 and 2025, the Company recorded an income tax provision of $19.0 million and $12.0 million, respectively, related to its TRSs.
At June 30, 2026 and December 31, 2025, the Company had no unrecognized tax benefits.
11. COMMITMENTS AND CONTINGENCIES:
On April 9, 2024, the Company received service of process in a lawsuit naming the Company and a subsidiary as co-defendants with Marriott, as the manager, and multiple contractors in a personal injury lawsuit filed by individual plaintiffs in Colorado state court. The lawsuit relates to a May 2023 incident at the Gaylord Rockies indoor pool amenity involving the collapse of HVAC equipment. The complaint as amended requests an unspecified amount of damages related to alleged injuries to three guests and related claims by their families. The discovery phase of the litigation is ongoing at this time. The Company cannot predict its likely outcome or estimate the range of possible loss but does not believe that the outcome will have a material impact on the Company’s financial position. The Company intends to vigorously defend the lawsuit and believes it has strong defenses.
The Company has entered into employment agreements with certain officers, which provide for severance payments upon certain events, including certain terminations in connection with a change of control.
In addition, the Company, in the ordinary course of business, is involved in certain legal actions and claims on a variety of matters. It is the opinion of management that such contingencies will not have a material effect on the financial statements of the Company.
12. EQUITY
Dividends
On February 23, 2026, the Company’s board of directors declared the Company’s first quarter 2026 cash dividend in the amount of $1.20 per share of common stock, or an aggregate of approximately $76.2 million in cash, which was paid on April 15, 2026 to stockholders of record as of the close of business on March 31, 2026.
On May 7, 2026, the Company’s board of directors declared the Company’s second quarter 2026 cash dividend in the amount of $1.20 per share of common stock, or an aggregate of approximately $76.2 million in cash, which was paid on July 15, 2026 to stockholders of record as of the close of business on June 30, 2026.
Noncontrolling Interest in the Operating Partnership
The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP Units held by the noncontrolling limited partners are redeemable for cash, or if the Company so elects, in shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments. At June 30, 2026, 0.4 million outstanding OP Units, or 0.6% of the outstanding OP Units, were held by the noncontrolling limited partners and are included as a component of equity in the accompanying condensed consolidated balance sheets. The Company owns, directly or indirectly, the remaining 99.4% of the outstanding OP Units.
13. FAIR VALUE MEASUREMENTS:
The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The investments held by the Company in connection with its deferred compensation plan consist of mutual funds traded in an active market. The Company determined the fair value of these mutual funds based on the net asset value per unit of the funds or the portfolio, which is based upon quoted market prices in an active market. Therefore, the Company has categorized these investments as Level 1.
14
The Company’s interest rate swaps consist of over-the-counter swap contracts, which are not traded on a public exchange. The Company determines the fair value of these swap contracts based on a widely accepted valuation methodology of netting the discounted future fixed cash flows and the discounted expected variable cash flows, using interest rates derived from observable market interest rate curves and volatilities, with appropriate adjustments for any significant impact of non-performance risk of the parties to the swap contracts. Therefore, these swap contracts have been classified as Level 2.
The Company has consistently applied the above valuation techniques in all periods presented and believes it has obtained the most accurate information available for each type of instrument.
The Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2026 and December 31, 2025, were as follows (in thousands):
Markets for
Observable
Unobservable
Identical Assets
Inputs
(Level 1)
(Level 2)
(Level 3)
Deferred compensation plan investments
48,059
Variable to fixed interest rate swaps
3,838
Total assets measured at fair value
51,897
45,034
713
45,747
The fair value of notes receivable is discussed in Note 6, “Notes Receivable.” The remainder of the assets and liabilities held by the Company at June 30, 2026 are not required to be recorded at fair value, and financial assets and liabilities approximate fair value.
See Note 2, “JW Marriott Desert Ridge Transaction,” for additional disclosures related to the fair value measurements used in the accounting for the purchase of JW Marriott Desert Ridge.
14. FINANCIAL REPORTING BY BUSINESS SEGMENTS:
The Company’s operations are organized into the following principal business segments:
The Company’s chief operating decision maker (“CODM”) is comprised of the Company’s chief executive officer and the Company’s chief financial officer. The CODM uses segment operating income (loss) to evaluate the performance of each segment and to allocate resources.
The accounting policies for each segment are the same as those described in Note 1, “Description of the Business and Summary of Significant Accounting Policies,” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company does not have intersegment sales or transfers.
15
The following information is derived directly from the segments’ internal financial reports used by the CODM for corporate management purposes (amounts in thousands):
For the Three Months Ended June 30, 2026
Hospitality
Corporate and Other
Revenues
Expenses:
Other hotel expenses (1)
Management fees
Employment costs
34,285
Cost of goods sold
15,792
Contract services
25,042
Non-income taxes and insurance
12,249
Other segment expenses (1)
14,195
25,440
67,218
9,609
257
Operating income (loss)
153,643
32,404
(11,502)
(7)
(8,215)
(55,653)
Income from unconsolidated joint ventures
For the Three Months Ended June 30, 2025
35,061
14,383
32,218
13,275
15,439
26,198
57,397
9,335
126,920
23,495
(10,990)
(3)
(9,537)
(48,994)
Loss from unconsolidated joint ventures
16
For the Six Months Ended June 30, 2026
63,520
26,343
33,425
18,029
25,355
47,885
133,226
19,043
516
298,730
36,657
(23,046)
(16,495)
(111,486)
For the Six Months Ended June 30, 2025
62,371
29,918
42,229
18,127
27,501
49,030
111,503
18,712
465
243,729
33,811
(21,994)
(28)
(18,407)
(94,382)
17
Total assets:
4,971,200
4,996,594
777,281
745,755
443,355
438,834
The following table represents capital expenditures by segment for the periods presented (amounts in thousands):
209,305
165,056
31,768
17,028
117
154
Total capital expenditures
241,190
182,238
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Ryman Hospitality Properties, Inc. (“Ryman”) is a Delaware corporation that conducts its operations so as to maintain its qualification as a real estate investment trust (“REIT”) for federal income tax purposes. The Company (as defined below) conducts its business through an umbrella partnership REIT, in which all of its assets are held by, and operations are conducted through, RHP Hotel Properties, LP, a subsidiary operating partnership (the “Operating Partnership”). RHP Finance Corporation, a Delaware corporation (“Finco”), was formed as a wholly-owned subsidiary of the Operating Partnership for the sole purpose of being a co-issuer of debt securities with the Operating Partnership. Neither Ryman nor Finco has any material assets, other than Ryman’s investment in the Operating Partnership and the Operating Partnership’s subsidiaries. Neither the Operating Partnership nor Finco has any business, operations, financial results or other material information, other than the business, operations, financial results and other material information described in this Quarterly Report on Form 10-Q and Ryman’s other reports, documents or other information filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this report, we use the terms the “Company,” “we” or “our” to refer to Ryman Hospitality Properties, Inc. and its subsidiaries unless the context indicates otherwise.
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report and our audited consolidated financial statements and related notes for the year ended December 31, 2025, included in our Annual Report on Form 10-K that was filed with the SEC on February 24, 2026.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern our goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions, and other statements that are not necessarily based on historical facts. Without limitation, you can identify these statements by the fact that they do not relate strictly to historical or current facts, and these statements may contain words such as “may,” “will,” “could,” “should,” “might,” “projects,” “expects,” “believes,” “anticipates,” “intends,” “plans,” “continue,” “estimate,” or “pursue,” or the negative or other variations thereof or comparable terms. In particular, they include statements relating to, among other things, future actions, strategies, future performance, the outcome of contingencies such as legal proceedings and future financial results. These may also include statements regarding (i) the future performance of our business, anticipated business levels and our anticipated financial results during future periods; (ii) the effect of our election to be taxed as a REIT and maintain REIT status for federal income tax purposes; (iii) the holding of our non-qualifying REIT assets in one or more taxable REIT subsidiaries (“TRSs”); (iv) our dividend policy, including the frequency and amount of any dividend we may pay; (v) our strategic goals and potential growth opportunities, including future expansion of the geographic diversity of our existing asset portfolio through acquisitions and investment in joint ventures; (vi) the ability of Marriott International, Inc. (“Marriott”) to effectively manage our hotels and other properties; (vii) our anticipated capital expenditures and investments; (viii) the potential operating and financial restrictions imposed on our activities under existing and future financing agreements including our credit facility and other contractual arrangements with third parties, including management agreements with Marriott; (ix) our ability to borrow available funds under our credit facility; (x) our expectations about successfully amending the agreements governing our indebtedness should the need arise; (xi) geopolitical uncertainty, the effects of inflation, other macroeconomic conditions and increased costs on our business and on our customers, including group customers at our hotels; (xii) risks associated with the integration of JW Marriott Desert Ridge into our existing asset base; and (xiii) any other business or operational matters. We have based these forward-looking statements on our current expectations and projections about future events.
We caution the reader that forward-looking statements involve risks and uncertainties that cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, risks and uncertainties associated with economic conditions affecting the hospitality business generally, the geographic concentration of our hotel properties, business levels at our hotels, the effects of inflation and changes in international, national, regional and local economic and market conditions (such as the
imposition of trade barriers or other changes in trade policy) on our business, including the effects on costs of labor and supplies and effects on group customers at our hotels and customers in our OEG businesses, our ability to remain qualified as a REIT, our ability to execute our strategic goals as a REIT, our ability to generate cash flows to support dividends, future board determinations regarding the timing and amount of dividends and changes to the dividend policy, our ability to borrow funds pursuant to our credit agreements and to refinance indebtedness and/or to successfully amend the agreements governing our indebtedness in the future, changes in interest rates, and those factors described elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025 or described from time to time in our other reports filed with the SEC.
Any forward-looking statement made in this Quarterly Report on Form 10-Q speaks only as of the date on which the statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements we make in this Quarterly Report on Form 10-Q, except as may be required by law.
Overview
We operate as a REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. Our core holdings include a network of upscale, meetings-focused resorts totaling 11,869 rooms that are managed by Marriott under the Gaylord Hotels and JW Marriott brands. The five Gaylord Hotels resorts, which we refer to as our Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”), the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”), and the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”). The two JW Marriott resorts, which we refer to as the JW Marriott properties, consist of the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”) and the JW Marriott Phoenix Desert Ridge Resort & Spa (“JW Marriott Desert Ridge”) (effective June 10, 2025). Our other hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National.
Each of our award-winning Gaylord Hotels properties and JW Marriott properties incorporates not only high-quality lodging, but also large-scale meeting, convention and exhibition space, superb food and beverage options and retail and spa facilities within a single self-contained property. Our Gaylord Hotels properties each include at least 400,000 square feet of meeting, convention and exhibit space, and our JW Marriott properties each include at least 240,000 square feet of meeting, convention and exhibit space. As a result, our Gaylord Hotels properties and JW Marriott properties provide a convenient and entertaining environment for convention guests. Our Gaylord Hotels properties and JW Marriott properties focus on the large group meetings market in the United States.
We also own an approximate 70% controlling equity interest in a business comprised of a number of entertainment and media assets, known as the Opry Entertainment Group (“OEG”), which we report as our Entertainment segment. These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for over 100 years; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; WSM-AM, the Opry’s radio home; Ole Red, a brand of six Blake Shelton-themed bar, music venue and event spaces; Category 10, a brand of Luke Combs-themed bar, music venue and event spaces that opened in Nashville, Tennessee in November 2024, with additional locations expected to open in Las Vegas, Nevada in late 2026 and at Universal Orlando Resort’s CityWalk in early 2028; Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”); and a majority and controlling equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company. In addition, in January 2026, OEG began managing the Ascend Amphitheater in downtown Nashville, Tennessee, and in February 2026, OEG began managing the CCNB Amphitheatre outside of Greenville, South Carolina.
See “Cautionary Note Regarding Forward-Looking Statements” in this Item 2 and Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025 for important information regarding forward-looking statements made in this report and risks and uncertainties we face.
20
Significant 2026 Activities
Significant activities we have undertaken in 2026 include (as well as where you can find more information herein or in the accompanying condensed consolidated financial statements):
Recent Developments in Our Opry Entertainment Business
As previously announced, we are exploring ways to provide OEG with greater independence in a structure that creates value for our shareholders. To that end, we have engaged Morgan Stanley & Co. LLC to evaluate potential strategic partners or new investors for OEG. In evaluating potential partners, we have focused on three priorities:
Discussions are continuing with select potential investors that our board of directors believes may meet our criteria for a new partnership. We expect to remain an owner of OEG and continue to benefit from its future growth. We have not entered into any agreements with respect to a potential investment by a third party in OEG, and there can be no assurance that any definitive agreement will ultimately be reached.
As a result of this ongoing process, the put rights of the minority investor in OEG discussed in Note 4, “Income Per Share,” to the accompanying condensed consolidated financial statements included herein are not currently exercisable.
Dividend Policy
Our board of directors has approved a dividend policy pursuant to which we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof. The dividend policy may be altered at any time by our board of directors (as otherwise permitted by our credit agreement) and certain provisions of our agreements governing our other indebtedness may prohibit us from paying dividends in accordance with any policy we may adopt.
Our Long-Term Strategic Plan
Our goal is to be the nation’s premier hospitality REIT for group-oriented meeting hotel assets in urban and resort markets.
Existing Hotel Property Design. Our Gaylord Hotels properties and JW Marriott properties focus on the large group meetings and regional leisure transient markets in the United States and incorporate meeting and exhibition space, signature guest rooms, food and beverage offerings, fitness and spa facilities and other attractions within a large hotel
21
property so attendees’ needs are met in one location. We believe this strategy creates a better experience for both meeting planners and guests and has led to our current Gaylord Hotels properties and JW Marriott properties claiming a place among the leading convention hotels in the country.
Expansion of Hotel Asset Portfolio. Part of our long-term growth strategy includes acquisitions or developments of other hotels, particularly in the group meetings sector of the hospitality industry, either alone or through joint ventures or alliances with one or more third parties. We will consider attractive investment opportunities which meet our acquisition parameters, specifically, group-oriented large hotels and overflow hotels with existing or potential leisure appeal. We are generally interested in highly accessible upper-upscale or luxury assets with over 400 hotel rooms in urban and resort group destination markets. We also consider assets that possess significant meeting space or present a repositioning opportunity and/or would significantly benefit from capital investment in additional rooms or meeting space. We are consistently considering acquisitions that would expand the geographic diversity of our existing asset portfolio. To this end, we purchased JW Marriott Hill Country in June 2023 and JW Marriott Desert Ridge in June 2025.
Continued Investment in Our Existing Properties. We continuously evaluate and invest in our current portfolio and consider enhancements or expansions as part of our long-term strategic plan. In early 2024, we identified over $1 billion in capital investment opportunities across our entire hotel portfolio, comprised of projects that we anticipate completing in phases through 2027. In 2024, we completed a $98 million multi-year interior and exterior enhancement project at Gaylord Rockies to better position the property for our group customers. Included in our nearly $225 million multi-phase capital improvement plan at Gaylord Opryland is the completed renovation of multiple ballrooms and pre-function space, the completed construction of a sports bar, event lawn and pavilion, and the ongoing expansion of approximately 108,000 square feet of premium, carpeted meeting space.
Leverage Brand Name Awareness. We believe the Grand Ole Opry is one of the most recognized entertainment brands in the United States. We promote the Grand Ole Opry name through various media, including our WSM-AM radio station, the Internet and television, and through performances by the Grand Ole Opry’s members, many of whom are renowned country music artists. As such, we have alliances in place with multiple distribution partners in an effort to foster brand extension. We believe that licensing our brand may provide an opportunity to increase revenues and cash flow with relatively little capital investment. We are continuously exploring additional products, such as television specials and retail products, through which we can capitalize on our brand affinity and awareness. To this end, we have purchased Block 21, invested in six Ole Red locations and recently announced the planned development of a seventh Ole Red location that is expected to open in early 2028, opened our first Category 10 in November 2024 and have announced the development of two additional Category 10 locations that are expected to open in late 2026 and early 2028, respectively, purchased a majority interest in Southern Entertainment in January 2025, and began managing the Ascend Amphitheater in January 2026 and the CCNB Amphitheatre in February 2026. In September 2025, the Grand Ole Opry traveled to the Royal Albert Hall in London for the first international performance in its history. Further, in 2022, we completed a strategic transaction to sell a minority interest in OEG to an affiliate of Atairos Group, Inc. and its strategic partner NBCUniversal Media, LLC, who we believe will continue to help us expand the distribution of our OEG brands.
Short-Term Capital Allocation. Our short-term capital allocation strategy is focused on returning capital to stockholders through the payment of dividends, in addition to investing in our assets and operations. Our dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof.
Our Operations
Our operations are organized into three principal business segments:
22
For the three and six months ended June 30, 2026 and 2025, our total revenues were divided among these business segments as follows:
Segment
81
78
84
0
Key Performance Indicators
The operating results of our Hospitality segment are highly dependent on the volume of customers at our hotels and the quality of the customer mix at our hotels, which are managed by Marriott. These factors impact the price that Marriott can charge for our hotel rooms and other amenities, such as food and beverage and meeting space. The following key performance indicators are commonly used in the hospitality industry and are used by management to evaluate hotel performance and allocate capital resources:
We also use certain “non-GAAP financial measures,” which are measures of our historical performance that are not calculated and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), within the meaning of applicable SEC rules. These measures include:
See “Non-GAAP Financial Measures” below for further discussion.
The results of operations of our Hospitality segment are affected by the number and type of group meetings and conventions scheduled to attend our hotels in a given period. A variety of factors can affect the results of any interim period, including the nature and quality of the group meetings and conventions attending our hotels during such period, which meetings and conventions (and applicable room rates) have often been contracted for several years in advance, seasonality, the level of attrition our hotels experience, and the level of transient business at our hotels during such period. Increases in costs, including labor costs, costs of food and other supplies, and energy costs can negatively affect our results, particularly during an inflationary economic environment. We rely on Marriott, as the manager of our hotels, to manage these factors and to offset any identified shortfalls in occupancy.
23
Selected Financial Information
The following table contains our unaudited selected summary financial data for the three and six months ended June 30, 2026 and 2025. The table also shows the percentage relationships to total revenues and, in the case of segment operating income, its relationship to segment revenues (in thousands, except percentages).
Unaudited
Three Months Ended June 30,
Six Months Ended June 30,
REVENUES:
31.0
30.5
32.3
31.3
39.6
38.0
41.4
40.4
10.2
9.8
10.5
9.6
19.2
21.7
15.8
18.7
100.0
OPERATING EXPENSES:
7.0
7.2
7.5
21.2
20.6
22.4
22.0
20.1
19.8
20.9
20.4
Hotel management fees, net
3.0
2.7
2.9
13.6
16.7
11.8
14.4
1.5
1.6
1.7
0.1
0.0
Depreciation and amortization:
9.0
8.7
9.4
8.9
1.3
1.4
Total depreciation and amortization
10.3
10.8
76.7
78.9
77.9
79.5
OPERATING INCOME (LOSS):
25.4
24.6
25.1
24.0
32,842
22.8
23,593
16.5
37,482
16.8
33,996
14.6
(A)
(438)
(0.1)
(98)
(0.0)
(825)
(185)
Total operating income
23.3
21.1
22.1
20.5
24
Summary Financial Results
Results of Operations
The following table summarizes our financial results for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages and per share data):
Change
13.4
10.4
11.1
25.2
22.2
34.5
23.5
29.3
Net income available to common stockholders per share - diluted
26.8
15.5
Total Revenues
The increase in our total revenues for the three months ended June 30, 2026, as compared to the same period in 2025, is attributable to an increase in our Hospitality segment of $88.8 million and an increase in our Entertainment segment of $0.7 million, as presented in the tables below.
The increase in our total revenues for the six months ended June 30, 2026, as compared to the same period in 2025, is attributable to an increase in our Hospitality segment of $176.4 million, partially offset by a decrease in our Entertainment segment of $9.7 million, as presented in the tables below.
Total Operating Expenses
The increase in our total operating expenses for the three months ended June 30, 2026, as compared to the same period in 2025, is primarily the result of an increase in our Hospitality segment of $62.0 million (which includes an increase of $9.8 million in depreciation and amortization expense), partially offset by a decrease of $8.8 million in our Entertainment segment, as presented in the tables below.
The increase in our total operating expenses for the six months ended June 30, 2026, as compared to the same period in 2025, is primarily the result of an increase in our Hospitality segment of $121.4 million (which includes an increase of $21.7 million in depreciation and amortization expense), partially offset by a decrease of $13.5 million in our Entertainment segment, as presented in the tables below.
Operating Income
The above factors resulted in an increase of $35.1 million and $56.8 million in operating income for the three and six months ended June 30, 2026, respectively, as compared to the 2025 periods.
Net Income
Our $26.2 million increase in net income for the three months ended June 30, 2026, as compared to the same period in 2025, was primarily due to the changes in our revenues and operating expenses reflected above, impacted by the following factors, each as described more fully below:
25
Our $32.6 million increase in net income for the six months ended June 30, 2026, as compared to the same period in 2025, was primarily due to the changes in our revenues and operating expenses reflected above, impacted by the following factors, each as described more fully below:
Factors and Trends Contributing to Performance and Current Environment
Important factors and trends contributing to our performance during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, were:
Important factors and trends contributing to our performance during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, were:
26
Other important factors and trends for the three and six months ended, and as of, June 30, 2026 include:
27
Operating Results – Detailed Segment Financial Information
Hospitality Segment
Total Segment Results. The following presents the financial results of our Hospitality segment for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages and performance metrics):
15.7
16.9
18.4
16.3
17.3
Total hospitality revenue
17.2
17.4
Hospitality operating expenses:
11.3
15.1
15.9
23.6
17.1
19.5
Total Hospitality operating expenses
451,321
389,291
891,623
770,212
Hospitality operating income
22.6
Hospitality performance metrics:
Occupancy
72.7
73.3
(0.6)
pts
70.4
71.5
(1.1)
ADR
284.05
258.88
9.7
289.42
261.53
10.7
RevPAR (1)
206.52
189.77
8.8
203.82
187.03
Total RevPAR (2)
537.69
487.62
531.91
486.10
Net Definite Group Room Nights Booked
642,300
552,682
16.2
925,286
757,876
Same-store Hospitality performance metrics (3):
72.8
74.0
(1.2)
70.2
71.8
(1.6)
277.19
259.19
6.9
277.47
261.71
201.67
191.70
5.2
194.91
187.97
3.7
524.05
491.84
6.5
511.07
488.20
4.7
589,929
539,860
9.3
832,198
745,054
11.7
Total Hospitality segment revenues in the three and six months ended June 30, 2026 include $10.1 million and $18.5 million, respectively, in attrition and cancellation fee revenue, an increase of $0.7 million and $2.3 million, respectively, in attrition and cancellation fee collections from the 2025 periods.
28
The percentage of group versus transient business based on rooms sold for our Hospitality segment for the periods presented was approximately as follows:
Group
79
77
Transient
Other hotel expenses for the three and six months ended June 30, 2026 and 2025 consist of the following (in thousands):
Administrative employment costs
58,074
49,134
18.2
114,901
97,634
17.7
Utilities
13,095
11,974
25,755
22,872
12.6
Property taxes
13,197
12,508
5.5
26,357
24,562
65,894
56,972
127,869
109,444
Total other hotel expenses
Each of the other hotel expense categories above increased in the three and six months ended June 30, 2026, as compared to the 2025 periods, primarily due to the addition of JW Marriott Desert Ridge. Administrative employment costs include salaries and benefits for hotel administrative functions, including, among others, senior management, accounting, human resources, sales, conference services, engineering and security. The increase in property taxes during the 2026 periods, as compared to the 2025 periods, also includes an increase at Gaylord Opryland due to the expiration of a previous tax abatement plan. The increase in other expenses, which include supplies, advertising, maintenance costs and consulting costs, during the 2026 periods, as compared to the 2025 periods, also includes an increase of various miscellaneous expenses at Gaylord Opryland associated with the increase in business levels.
Each of our management agreements with Marriott requires us to pay Marriott a base management fee based on the gross revenues from the applicable property for each fiscal year or portion thereof. The applicable percentage for our Gaylord Hotels properties, excluding Gaylord Rockies, is approximately 2% of gross revenues, Gaylord Rockies and JW Marriott Desert Ridge are approximately 3% of gross revenues, and JW Marriott Hill Country is approximately 3.5% of gross revenues. Additionally, we pay Marriott an incentive management fee based on the profitability of our hotels. In the three months ended June 30, 2026 and 2025, we incurred $14.7 million and $12.3 million, respectively, and in the six months ended June 30, 2026 and 2025, we incurred $28.7 million and $23.9 million, respectively, related to base management fees for our Hospitality segment. In the three months ended June 30, 2026 and 2025, we incurred $8.2 million and $6.4 million, respectively, and in the six months ended June 30, 2026 and 2025, we incurred $15.9 million and $14.0 million, respectively, related to incentive management fees for our Hospitality segment. Management fees are presented throughout this Quarterly Report on Form 10-Q net of the amortization of the deferred management rights proceeds discussed in Note 5, “Deferred Management Rights Proceeds,” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Total Hospitality segment depreciation and amortization expense increased in the three and six months ended June 30, 2026, as compared to the same periods in 2025, primarily due to the increase in depreciable assets associated with JW Marriott Desert Ridge, as well as increases in asset values at Gaylord Texan related to the ongoing rooms renovation and Gaylord Opryland related to the 2026 completion of a sports bar, pavilion and event lawn and the 2025 renovation of an existing ballroom and pre-function space.
Property-Level Results. The following presents the property-level financial results of our Hospitality segment for the three and six months ended June 30, 2026 and 2025.
Gaylord Opryland Results. The results of Gaylord Opryland for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):
52,084
48,669
102,399
92,984
10.1
55,347
51,469
116,144
103,267
12.5
17,759
16,327
35,026
30,392
15.2
Total revenue
11.9
10,834
10,448
21,587
20,551
5.0
30,262
26,976
12.2
62,712
54,889
14.3
32,014
30,346
62,864
59,040
6,117
4,976
22.9
11,918
10,286
9,396
8,575
18,099
16,635
88,623
81,321
177,180
161,401
36,567
35,144
4.0
76,389
65,242
Performance metrics:
74.2
75.2
(1.0)
72.0
70.1
1.9
266.96
246.17
8.4
272.09
253.72
RevPAR
198.18
185.19
195.89
177.88
Total RevPAR
476.36
443.16
485.09
433.58
Gaylord Palms Results. The results of Gaylord Palms for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):
31,658
30,017
67,680
62,440
45,803
33,218
37.9
95,910
78,443
22.3
11,030
9,878
22,547
20,623
21.0
15.3
7,168
6,825
13,921
13,512
23,773
19,431
48,947
42,617
14.9
24,227
21,998
48,140
45,264
6.4
3,293
2,579
27.7
6,541
5,841
12.0
8,912
8,609
3.5
17,727
16,819
5.4
67,373
59,442
13.3
135,276
124,053
21,118
13,671
54.5
50,861
37,453
35.8
75.0
(3.9)
76.1
77.4
(1.3)
270.06
243.35
11.0
285.86
259.34
202.49
192.00
217.65
200.80
566.02
467.66
598.59
519.38
Gaylord Texan Results. The results of Gaylord Texan for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):
30,968
30,095
59,086
60,755
(2.7)
42,540
43,223
88,933
89,660
(0.8)
8,751
9,176
(4.6)
17,611
18,456
(0.3)
(1.9)
6,632
6,153
7.8
13,092
12,768
2.5
22,279
22,003
45,888
45,443
1.0
19,345
20,096
(3.7)
38,702
39,521
(2.1)
2,794
3,083
(9.4)
5,609
6,356
(11.8)
7,681
6,157
24.8
15,006
12,086
24.2
58,731
57,492
2.2
118,297
116,174
1.8
23,528
25,002
(5.9)
47,333
52,697
(10.2)
69.9
67.7
72.5
(4.8)
268.51
253.06
6.1
266.01
255.16
4.3
187.60
182.32
179.96
185.04
498.32
499.74
504.46
514.33
Gaylord National Results. The results of Gaylord National for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):
36,345
32,487
66,532
64,882
46,298
43,638
82,907
85,761
(3.3)
7,779
7,288
6.7
15,210
13,599
0.2
11,760
11,005
22,915
22,956
(0.2)
26,274
25,373
3.6
50,217
51,259
(2.0)
22,733
21,107
7.7
45,860
44,414
3.3
1,610
1,621
(0.7)
2,895
3,389
(14.6)
8,495
8,489
16,987
16,932
0.3
70,872
67,595
4.8
138,874
138,950
19,550
15,818
25,775
25,292
71.3
67.8
67.2
(2.9)
280.70
263.97
6.3
274.10
256.29
200.10
178.85
184.16
179.59
497.82
459.23
455.74
454.62
31
Gaylord Rockies Results. The results of Gaylord Rockies for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):
29,865
28,496
56,219
53,579
4.9
47,237
45,374
4.1
86,116
84,998
7,633
7,852
(2.8)
14,649
14,093
3.9
2.8
6,195
6,377
12,162
12,053
0.9
24,937
24,447
2.0
48,410
47,797
11,724
11,769
(0.4)
22,710
21,900
2,946
2,434
5,136
4,550
12.9
15,141
14,897
30,329
29,749
60,943
59,924
118,747
116,049
2.3
23,792
21,798
9.1
38,237
36,621
4.4
79.4
80.3
(0.9)
76.3
1.1
275.43
259.78
267.28
258.52
3.4
218.64
208.62
206.93
197.21
620.35
598.29
577.82
561.94
JW Marriott Hill Country Results. The results of JW Marriott Hill Country for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):
22,268
23,644
(5.8)
40,124
43,338
(7.4)
30,786
30,492
54,690
57,833
(5.4)
12,708
12,437
21,243
20,678
3,966
4,153
(4.5)
7,358
7,959
(7.6)
15,185
15,118
0.4
27,320
28,676
(4.7)
20,286
19,336
38,049
36,158
2,150
2,797
(23.1)
3,785
5,207
(27.3)
8,193
7,919
16,355
15,750
3.8
49,780
49,323
92,867
93,750
15,982
17,250
23,190
28,099
(17.5)
70.9
75.6
64.8
(7.0)
344.31
342.79
341.31
332.79
2.6
244.21
259.31
221.24
238.96
721.22
730.11
639.92
671.85
32
JW Marriott Desert Ridge Results. We purchased JW Marriott Desert Ridge on June 10, 2025. The results of JW Marriott Desert Ridge for the three and six months ended June 30, 2026 and for the period ended June 30, 2025 are as follows (in thousands, except percentages and performance metrics):
Period Ended
June 30, 2026
June 30, 2025
22,897
53,456
1,791
27,447
59,420
1,846
10,305
21,641
1,712
4,356
9,070
652
15,436
31,951
1,866
17,553
33,794
3,447
6,421
8,578
17,094
1,943
48,717
98,330
7,932
11,932
36,187
(2,583)
72.2
72.6
39.3
367.08
428.43
228.50
264.85
310.88
89.76
701.55
782.30
268.11
Entertainment Segment
Total Segment Results. The following presents the financial results of our Entertainment segment for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):
0.5
(4.1)
Operating expenses
(101,563)
(110,376)
(8.0)
(166,672)
(180,146)
(7.5)
346.9
345.9
(9,609)
(9,335)
(19,043)
(18,712)
Revenues increased slightly in our Entertainment segment in the three months ended June 30, 2026, as compared to the 2025 period, as increased revenue from our 2026 management of the Ascend Amphitheater was partially offset by a decrease in revenue from Southern Entertainment as the result of the 2026 decision to discontinue a less profitable festival that took place in 2025.
Revenues decreased in our Entertainment segment in the six months ended June 30, 2026, as compared to the 2025 period, primarily due to the prior year period including an increase in produced content related to the Grand Ole Opry’s 100-year celebration, lower revenues at the Grand Ole Opry and Ryman Auditorium related to Winter Storm Fern, which impacted Nashville, Tennessee in January 2026, and the 2026 decision to discontinue the less profitable Southern Entertainment festival noted above.
Entertainment segment operating expenses decreased in the three months ended June 30, 2026, as compared to the 2025 period, primarily related to a decrease in expenses associated with the discontinuance of the less profitable Southern Entertainment festival noted above, partially offset by variable expenses associated with our 2026 management of the Ascend Amphitheater.
Entertainment segment operating expenses decreased in the six months ended June 30, 2026, as compared to the 2025
33
period, primarily related to a decrease in expenses associated with the discontinuance of the less profitable Southern Entertainment festival noted above and less produced content related to the Grand Ole Opry’s 100-year celebration in 2025, partially offset by variable expenses associated with our 2026 management of the Ascend Amphitheater.
Depreciation and amortization increased slightly in the three and six months ended June 30, 2026, as compared to the 2025 period.
Corporate and Other Segment
Total Segment Results. The following presents the financial results of our Corporate and Other segment for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):
4.5
4.6
Operating loss
Corporate and Other operating expenses consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension, information technology, consulting and other administrative costs. Corporate and Other segment operating expenses increased in the three and six months ended June 30, 2026, as compared to the 2025 periods, primarily as a result of an increase in employment expenses.
Operating Results – Preopening Costs
Preopening costs during the three and six months ended June 30, 2026 include costs associated with Category 10 Las Vegas, which is expected to open in late 2026.
Non-Operating Results Affecting Net Income
The following table summarizes the other factors which affected our net income for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):
(9.1)
(13.5)
(33.2)
(19.3)
13.5
130.8
113.8
(32.1)
(104.3)
(53.7)
(57.9)
34
Interest Expense
The following presents interest expense associated with our outstanding borrowings, including the impact of interest rate swaps, for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):
RHP Revolving Credit Facility
1,174
1,049
2,311
2,068
RHP Term Loan B
4,298
5,004
(14.1)
8,580
9,964
(13.9)
RHP Senior Notes
52,146
43,096
104,510
83,042
25.9
OEG Revolver
359
(52.1)
342
901
(62.0)
OEG Term Loan
8,237
8,484
16,420
15,014
Block 21 CMBS Loan
617
(100.0)
2,683
Other (1)
(2,152)
(75)
(2,769.3)
(4,169)
(855)
(387.6)
Total interest expense
63,875
58,534
127,994
112,817
Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the impact of interest rate swaps, was 6.6% and 6.5% for the three months ended June 30, 2026 and 2025, respectively, and 6.5% for each of the six months ended June 30, 2026 and 2025, respectively.
Interest Income
Interest income for the three and six months ended June 30, 2026 and 2025 primarily includes amounts earned on our cash balances, as well as the bonds that were received in connection with the development of Gaylord National, which we hold as notes receivable. See Note 6, “Notes Receivable,” to the accompanying condensed consolidated financial statements included herein for additional discussion of interest income on these bonds.
Loss on Extinguishment of Debt
As a result of the March 2026 redemption of our previous outstanding $700.0 million 4.75% senior notes due 2027, we recognized a loss on extinguishment of debt of $2.2 million in the six months ended June 30, 2026.
As a result of the April 2025 incremental borrowings under the OEG credit agreement and the defeasance of the Block 21 CMBS loan, we recognized a loss on extinguishment of debt of $2.5 million in the three and six months ended June 30, 2025.
Other Gains and (Losses), net
Other gains and (losses), net for the three and six months ended June 30, 2026 and 2025 includes miscellaneous items.
Provision for Income Taxes
As a REIT, we generally are not subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that we distribute to our stockholders. We are required to pay federal and state corporate income taxes on earnings of our TRSs.
For the three months ended June 30, 2026 and 2025, we recorded an income tax provision of $12.1 million and $7.8 million, respectively, and for the six months ended June 30, 2026 and 2025, we recorded an income tax provision of $19.0 million and $12.0 million, respectively, related to our TRSs. The change in the income tax provision for the 2026 periods, as compared to the 2025 periods, relates to changes in income at our TRSs.
35
Non-GAAP Financial Measures
We present the following non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance:
EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest Definition
We calculate EBITDAre, which is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) in its September 2017 white paper as net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in the value of depreciated property of the affiliate, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates.
Adjusted EBITDAre is then calculated as EBITDAre, plus to the extent the following adjustments occurred during the periods presented:
We then exclude the pro rata share of Adjusted EBITDAre related to noncontrolling interests to calculate Adjusted EBITDAre, Excluding Noncontrolling Interest.
We use EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest to evaluate our operating performance. We believe that the presentation of these non-GAAP financial measures provides useful information to investors regarding our operating performance and debt leverage metrics, and that the presentation of these non-GAAP financial measures, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. We make additional adjustments to EBITDAre when evaluating our performance because we believe that presenting Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest provides useful information to investors regarding our operating performance and debt leverage metrics.
FFO, Adjusted FFO, and Adjusted FFO Available to Common Stockholders and Unit Holders Definition
We calculate FFO, which definition is clarified by NAREIT in its December 2018 white paper as net income (calculated in accordance with GAAP) excluding depreciation and amortization (excluding amortization of deferred financing costs and debt discounts), gains and losses from the sale of certain real estate assets, gains and losses from a change in control, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciated real estate held by the entity, income (loss) from consolidated joint ventures attributable to noncontrolling interest, and pro rata adjustments from unconsolidated joint ventures.
36
To calculate Adjusted FFO available to common stockholders and unit holders, we then exclude, to the extent the following adjustments occurred during the periods presented:
FFO available to common stockholders and unit holders and Adjusted FFO available to common stockholders and unit holders exclude the ownership portion of the joint ventures not controlled or owned by the Company.
We believe that the presentation of these non-GAAP financial measures provides useful information to investors regarding the performance of our ongoing operations because each presents a measure of our operations without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items, which we believe are not indicative of the performance of our underlying hotel properties. We believe that these items are more representative of our asset base than our ongoing operations. We also use these non-GAAP financial measures as measures in determining our results after considering the impact of our capital structure.
We caution investors that non-GAAP financial measures we present may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner. The non-GAAP financial measures we present should not be considered as alternative measures of our net income, operating performance, cash flow or liquidity. These non-GAAP financial measures may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions and other commitments and uncertainties. Although we believe that these non-GAAP financial measures can enhance an investor’s understanding of our results of operations, these non-GAAP financial measures, when viewed individually, are not necessarily better indicators of any trend as compared to GAAP measures such as net income, operating income, or cash flow from operations.
37
The following is a reconciliation of our consolidated GAAP net income to EBITDAre, Adjusted EBITDAre, and Adjusted EBITDAre, Excluding Noncontrolling Interest for the three and six months ended June 30, 2026 and 2025 (in thousands):
Interest expense, net
60,148
52,951
119,081
101,775
12,063
7,848
18,962
12,007
Pro rata EBITDAre from unconsolidated joint ventures
EBITDAre
251,375
203,638
462,311
383,353
Non-cash lease expense
1,649
945
2,592
1,834
Interest income on Gaylord National bonds
1,026
1,113
2,051
2,227
2,542
2,200
Transaction costs of acquisitions
100
Pro rata adjusted EBITDAre from unconsolidated joint ventures
Adjusted EBITDAre
258,311
211,856
477,604
397,358
Adjusted EBITDAre of noncontrolling interest
(16,390)
(11,295)
(20,547)
(16,921)
Adjusted EBITDAre, excluding noncontrolling interest
241,921
200,561
457,057
380,437
The following is a reconciliation of our consolidated GAAP net income available to common stockholders to FFO and Adjusted FFO for the three and six months ended June 30, 2026 and 2025 (in thousands):
Noncontrolling interest in OP Units
581
1,532
1,022
874
Net income available to common stockholders and unit holders
93,331
73,285
164,247
135,588
76,974
66,906
152,554
130,582
Adjustments for noncontrolling interest
(3,076)
(3,046)
(6,100)
(6,123)
FFO available to common stockholders and unit holders
167,229
137,145
310,701
260,047
Right-of-use asset amortization
Pro rata adjustments from joint ventures
3,105
2,900
Amortization of debt discounts and premiums
476
430
859
988
(2,023)
(1,736)
(2,065)
(2,018)
Deferred tax provision
10,857
6,537
Adjusted FFO available to common stockholders and unit holders
181,399
148,845
337,477
278,668
Liquidity and Capital Resources
Cash Flows Provided By Operating Activities. Cash flow from operating activities is the principal source of cash used to fund our operating expenses, interest payments on debt, maintenance capital expenditures, and dividends to stockholders. During the six months ended June 30, 2026, our net cash flows provided by operating activities were $321.9 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of $354.9 million, partially offset by unfavorable changes in working capital of $32.9 million. The unfavorable changes in working capital primarily resulted from an increase in accounts receivable due to a seasonal
38
increase in group business at our hotel properties, a decrease in accrued liabilities primarily related to the payment of accrued property taxes and compensation, a decrease in advanced ticket purchases at Southern Entertainment due to 2026 festivals occurring in June 2026, and a decrease in advanced room deposits on future hotel stays due to the timing of receipts. The unfavorable changes in working capital are partially offset by an increase in general accounts payable due to the timing of payments.
During the six months ended June 30, 2025, our net cash flows provided by operating activities were $220.7 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of $291.8 million, partially offset by unfavorable changes in working capital of $71.1 million. The unfavorable changes in working capital primarily resulted from an increase in accounts receivable due to a seasonal increase in group business at our hotel properties and a decrease in accounts payable and accrued liabilities primarily related to the timing of general payables and the payment of accrued compensation and property taxes. These unfavorable changes in working capital were partially offset by an increase in advanced ticket purchases at our OEG venues.
Cash Flows Used In Investing Activities. During the six months ended June 30, 2026, our primary use of funds for investing activities was purchases of property and equipment, which totaled $241.2 million and consisted primarily of rooms renovations at Gaylord Texan and JW Marriott Hill Country; projects at Gaylord Opryland, including a meeting space expansion and the development of a sports bar, pavilion and event lawn; the construction of Category 10 Las Vegas; and ongoing maintenance capital expenditures for each of our existing properties.
During the six months ended June 30, 2025, our primary uses of funds for investing activities were the use of $862.0 million to purchase JW Marriott Desert Ridge and purchases of property and equipment, which totaled $182.2 million. Purchases of property and equipment consisted primarily of projects at Gaylord Opryland, including the meeting space expansion, the renovation of an existing ballroom and pre-function space, and the development of the sports bar, pavilion and event lawn; the preparation for the rooms renovation at Gaylord Texan; and ongoing maintenance capital expenditures for each of our existing properties.
Cash Flows Provided By (Used In) Financing Activities. Our cash flows from financing activities primarily reflect the incurrence and repayment of long-term debt and the payment of cash distributions. During the six months ended June 30, 2026, our net cash flows used in financing activities were $182.3 million, primarily reflecting the issuance of $700.0 million in senior notes and the redemption of $700.0 million in senior notes, the payment of $153.7 million in cash distributions, and the payment of $19.3 million in deferred financing costs.
During the six months ended June 30, 2025, our net cash flows provided by financing activities were $716.6 million, primarily reflecting the issuance of $625.0 million in senior notes and $275.5 million in net proceeds from the issuance of approximately 3.0 million shares of our common stock, partially offset by the payment of $139.7 million in cash distributions, the net repayment of $21.0 million under the OEG revolving credit facility, and the payment of $12.6 million in deferred financing costs.
Liquidity
At June 30, 2026, we had $366.1 million in unrestricted cash and $930.0 million available for borrowing in the aggregate under our revolving credit facility and the OEG revolving credit facility. During the six months ended June 30, 2026, we issued $700 million in new senior notes, redeemed $700 million in existing senior notes, incurred capital expenditures of $241.2 million and paid $153.7 million in cash distributions. These changes, partially offset by the cash flows provided by operations discussed above, were the primary factors in the decrease in our cash balance from December 31, 2025 to June 30, 2026.
We anticipate investing in our operations during the remainder of 2026 by spending between approximately $160 million and $260 million in capital expenditures, which includes the meeting space expansion at Gaylord Opryland; rooms renovations at JW Marriott Hill Country and Gaylord Texan; the construction of Category 10 Las Vegas; and ongoing maintenance capital for each of our current facilities. At this time, the scope of our multiyear capital program remains unchanged; however, the discrete nature of the projects in the pipeline allows us to take a flexible approach to evolving macroeconomic conditions. Further, our dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually. Future dividends are subject to our board of directors’ future determinations as
39
to amount and timing. We currently have no debt maturities until July 2028. We believe we will be able to refinance our debt agreements prior to their maturities.
We believe that our cash on hand and cash flow from operations, together with amounts available for borrowing under each of our revolving credit facility and the OEG revolving credit facility, will be adequate to fund our general short-term commitments, as well as: (i) current operating expenses, (ii) interest expense on long-term debt obligations, (iii) financing lease and operating lease obligations, (iv) declared dividends and (v) the capital expenditures described above. Our ability to draw on our credit facility and the OEG revolving credit facility is subject to the satisfaction of provisions of the credit facility and the OEG revolving credit facility, as applicable.
Our outstanding principal debt agreements are described below. At June 30, 2026, there were no defaults under the covenants related to our outstanding debt.
Principal Debt Agreements
Credit Facility. On May 18, 2023, we entered into a Credit Agreement (as amended and modified from time to time, the “Credit Agreement”) among the Company, as a guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
The Credit Agreement provides for a senior secured term loan B (the “Term Loan B”) (in the original principal amount of $500.0 million and as of June 30, 2026 with an outstanding principal amount equal to $288.4 million), and a revolving credit facility (the “Revolver”) in an aggregate principal amount available equal to $850.0 million as of June 30, 2026, as well as an accordion feature that will allow us to increase the facilities by an aggregate total of up to $475 million, which may be allocated between the Term Loan B and the Revolver at our option.
Each of the Term Loan B and the Revolver is guaranteed by us, each of our subsidiaries that own the Gaylord Hotels properties, the JW Marriott properties and certain of our other subsidiaries. Each of the Term Loan B and the Revolver is secured by equity pledges of our subsidiaries that are the fee owners of Gaylord Opryland and Gaylord Texan, their respective direct and indirect parent entities, and the equity of Ryman Hotel Operations Holdco, LLC, a wholly owned indirect subsidiary of the Company. Assets and equity of OEG are not subject to the liens of the Credit Agreement.
In addition, the Credit Agreement contains certain covenants, which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. Per the First Amendment to the Credit Agreement, the material financial covenants, ratios or tests contained in the Revolver are as follows:
If an event of default shall occur and be continuing under the Credit Agreement, the commitments under the Credit Agreement may be terminated and the principal amount outstanding under the Credit Agreement, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
40
Revolving Credit Facility. The maturity date of the Revolver is January 28, 2030, with the option to extend the maturity date for a maximum of one additional year through either (i) a single 12-month extension option or (ii) two individual 6-month extensions. Borrowings under the Revolver bear interest at an annual rate equal to, at our option, either (i) Term SOFR plus the applicable margin ranging from 1.40% to 2.00%, (ii) Daily Simple SOFR plus the applicable margin ranging from 1.40% to 2.00% or (iii) a base rate as set forth in the Credit Agreement plus the applicable margin ranging from 0.40% to 1.00%, with each option dependent upon our consolidated net leverage ratio (as defined in the Credit Agreement). Principal is payable in full at maturity.
For purposes of the Revolver, each of Term SOFR and Daily Simple SOFR are subject to a floor of 0.00%.
At June 30, 2026, no amounts were outstanding under the Revolver, and there was $850.0 million of availability under the Revolver.
Term Loan B. The Term Loan B has a maturity date of May 18, 2030. As of June 30, 2026, the applicable interest rate margin for borrowings under the Term Loan B is, at our option, either (i) 1.75% for SOFR Loans (as defined in the Credit Agreement) and 0.75% for base rate loans.
At June 30, 2026, the interest rate on the Term Loan B was Term SOFR plus 1.75%. The annual amortization under the Term Loan B is 1% of the refinanced $293.5 million outstanding principal amount, with the balance due at maturity. At June 30, 2026, $288.4 million in borrowings were outstanding under the Term Loan B.
For purposes of the Term Loan B, each of Term SOFR and Daily Simple SOFR are subject to a floor of 0.00%.
$1 Billion 6.50% Senior Notes. On March 28, 2024, the Operating Partnership and Finco (collectively, the “issuing subsidiaries”) completed the private placement of $1.0 billion in aggregate principal amount of 6.50% senior notes due 2032 (the “$1 Billion 6.50% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $1 Billion 6.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $1 Billion 6.50% Senior Notes have a maturity date of April 1, 2032 and bear interest at 6.50% per annum, payable semi-annually in cash in arrears on April 1 and October 1 each year. The $1 Billion 6.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $700 Million 5.75% Senior Notes, the $625 Million 6.50% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $1 Billion 6.50% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $1 Billion 6.50% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $1 Billion 6.50% Senior Notes.
The $1 Billion 6.50% Senior Notes are redeemable before April 1, 2027, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $1 Billion 6.50% Senior Notes will be redeemable, in whole or in part, at any time on or after April 1, 2027 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.250%, 101.625%, and 100.000% beginning on April 1 of 2027, 2028, and 2029, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.
$700 Million 5.75% Senior Notes. On March 11, 2026, the Operating Partnership and Finco completed the private placement of $700.0 million in aggregate principal amount of senior notes due 2034 (the “$700 Million 5.75% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $700 Million 5.75% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank Trust Company, National Association as trustee. The $700 Million 5.75% Senior Notes have a maturity date of March 15, 2034 and bear interest at 5.75% per annum, payable semi-annually in cash in arrears on March 15 and September 15 each year, beginning September 15, 2026. The $700 Million 5.75% Senior
41
Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $1 Billion 6.50% Senior Notes, the $625 Million 6.50% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $700 Million 5.75% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $700 Million 5.75% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $700 Million 5.75% Senior Notes.
The net proceeds from the issuance of the $700 Million 5.75% Senior Notes totaled approximately $687 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. We used these net proceeds, together with cash on hand, to redeem in full our former $700 million in aggregate principal amount of 4.75% senior notes due 2027.
The $700 Million 5.75% Senior Notes are redeemable before March 15, 2029, in whole or in part, at 100% of the principal amount thereof plus accrued and unpaid interest thereon to, but not including, the redemption date plus a make-whole premium. The $700 Million 5.75% Senior Notes will be redeemable, in whole or in part, at any time on or after March 15, 2029 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 102.875%, 101.438% and 100.000% beginning on March 15 of 2029, 2030 and 2031, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.
$625 Million 6.50% Senior Notes. On June 4, 2025, the Operating Partnership and Finco completed the private placement of $625.0 million in aggregate principal amount of 6.50% senior notes due 2033 (the “$625 Million 6.50% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $625 Million 6.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $625 Million 6.50% Senior Notes have a maturity date of June 15, 2033 and bear interest at 6.50% per annum, payable semi-annually in cash in arrears on June 15 and December 15 each year. The $625 Million 6.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $1 Billion 6.50% Senior Notes, the $700 Million 5.75% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $625 Million 6.50% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $625 Million 6.50% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $625 Million 6.50% Senior Notes.
The net proceeds from the issuance of the $625 Million 6.50% Senior Notes totaled approximately $614 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. We used these net proceeds to fund a portion of the purchase price for JW Marriott Desert Ridge.
The $625 Million 6.50% Senior Notes are redeemable before June 15, 2028, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $625 Million 6.50% Senior Notes will be redeemable, in whole or in part, at any time on or after June 15, 2028 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.250%, 101.625%, and 100.000% beginning on June 15 of 2028, 2029, and 2030, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.
42
$600 Million 4.50% Senior Notes. In February 2021, the Operating Partnership and Finco completed the private placement of $600.0 million in aggregate principal amount of 4.50% senior notes due 2029 (the “$600 Million 4.50% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $600 Million 4.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank Trust Company, National Association as trustee. The $600 Million 4.50% Senior Notes have a maturity date of February 15, 2029 and bear interest at 4.50% per annum, payable semi-annually in cash in arrears on February 15 and August 15 each year. The $600 Million 4.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $1 Billion 6.50% Senior Notes, the $700 Million 5.75% Senior Notes, the $625 Million 6.50% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $600 Million 4.50% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $600 Million 4.50% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $600 Million 4.50% Senior Notes.
The $600 Million 4.50% Senior Notes are currently redeemable, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is currently 100.750% and will be 100.000% beginning on February 15 of 2027, plus accrued and unpaid interest thereon to, but not including, the redemption date.
$400 Million 7.25% Senior Notes. On June 22, 2023, the Operating Partnership and Finco completed the private placement of $400.0 million in aggregate principal amount of 7.25% senior notes due 2028 (the “$400 Million 7.25% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $400 Million 7.25% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association as trustee. The $400 Million 7.25% Senior Notes have a maturity date of July 15, 2028 and bear interest at 7.25% per annum, payable semi-annually in cash in arrears on January 15 and July 15 each year. The $400 Million 7.25% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $1 Billion 6.50% Senior Notes, the $700 Million 5.75% Senior Notes, the $625 Million 6.50% Senior Notes and the $600 Million 4.50% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $400 Million 7.25% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $400 Million 7.25% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $400 Million 7.25% Senior Notes.
The $400 Million 7.25% Senior Notes are currently redeemable, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is currently 101.813% and will be 100.000% beginning on July 15 of 2027, plus accrued and unpaid interest thereon to, but not including, the redemption date.
Each of the indentures governing the $1 Billion 6.50% Senior Notes, the $700 Million 5.75% Senior Notes, the $625 Million 6.50% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes contain certain covenants which, among other things and subject to certain exceptions and qualifications, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. In addition, if the Company experiences specific kinds of changes of control, the Company must offer to repurchase some or all of the senior notes at 101% of their principal amount, plus accrued and unpaid interest, if any, up to, but excluding, the repurchase date.
43
$700 Million 4.75% Senior Notes. In accordance with the indenture governing the previously outstanding $700.0 million in aggregate principal amount of 4.75% senior notes due 2027 (the “$700 Million 4.75% Senior Notes”), on March 27, 2026, we redeemed in full the $700 Million 4.75% Senior Notes. Accordingly, the $700 Million 4.75% Senior Notes are no longer reflected in the accompanying condensed consolidated balance sheet at June 30, 2026. As a result of this redemption, we recognized a loss on extinguishment of debt of $2.2 million in the six months ended June 30, 2026.
OEG Credit Agreement. On June 28, 2024, OEG Borrower, LLC (“OEG Borrower”) and OEG Finance, LLC (“OEG Finance”), each a wholly owned direct or indirect subsidiary of OEG, entered into a certain First Amendment, which amends the Credit Agreement dated as of June 16, 2022 among OEG Borrower, as borrower, OEG Finance, certain subsidiaries of OEG Borrower from time to time party thereto as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, the “2024 OEG Credit Agreement”).
The 2024 OEG Credit Agreement provides for (i) a senior secured term loan facility in the aggregate amount of $300.0 million (the “2024 OEG Term Loan”) and (ii) a senior secured revolving credit facility in an aggregate principal amount not to exceed $80.0 million (the “OEG Revolver”).
On April 28, 2025, OEG Borrower and OEG Finance entered into a Second Amendment, which amended the 2024 OEG Credit Agreement (as amended, the “OEG Credit Agreement”) in which OEG Borrower obtained an incremental term loan in an aggregate principal amount equal to $130.0 million (the “Incremental OEG Loan”) on the same terms as the 2024 OEG Term Loan. The net proceeds of the Incremental OEG Loan, together with cash on hand, were used to defease a previously outstanding $127.9 million non-recourse term loan secured by a mortgage on Block 21 in full. The OEG Credit Agreement provides for (i) a senior secured term loan facility in an aggregate principal amount equal to $428.5 million (the “OEG Term Loan”) and (ii) the OEG Revolver. The Incremental OEG Loan did not change any applicable interest rates or maturity dates of any indebtedness under the 2024 OEG Credit Agreement. In addition, the terms of the Incremental OEG Loan confirm that the annual amortization under the 2024 OEG Term Loan is approximately 1% of the refinanced $428.5 million outstanding principal amount, with the balance due at maturity.
At June 30, 2026, $423.1 million was outstanding under the OEG Term Loan, and there were no amounts outstanding under the OEG Revolver.
The OEG Term Loan and the OEG Revolver are each secured by substantially all of the assets of OEG Finance and each of its subsidiaries. The OEG Term Loan bears interest at a rate equal to either, at OEG Borrower’s election, (a) the Alternate Base Rate plus 2.50% or (b) Adjusted Term SOFR plus 3.50% (all as more specifically described in the OEG Credit Agreement). In November 2022, OEG entered into an interest rate swap to fix the SOFR portion of the interest rate on $100.0 million of borrowings at 4.533% through December 2025. In August 2025, OEG entered into an interest rate swap to fix the SOFR portion of the interest rate on $100.0 million of borrowings at 3.214% from December 2025 through December 2028. In September 2025, OEG entered into an additional interest rate swap to fix the SOFR portion of the interest rate on $125.0 million of borrowings at 3.17% through December 2028.
Borrowings under the OEG Revolver bear interest at a rate equal to either, at OEG Borrower’s election, (a) the Alternate Base Rate plus the Applicable Rate (as defined in the OEG Credit Agreement) or (b) Adjusted Term SOFR plus the Applicable Rate. Under the OEG Credit Agreement, (i) the Applicable Rate for Alternative Base Rate loans will be between 2.75% and 2.25% and (ii) the Applicable Rate for Adjusted Term SOFR loans will be between 3.75% and 3.25%, in each of (i) and (ii) based upon the First Lien Leverage Ratio of OEG Finance and its consolidated subsidiaries (as more specifically described in the OEG Credit Agreement).
The Applicable Rate for borrowings under the OEG Revolver as of June 30, 2026 is 2.50% for Alternative Base Rate Loans and 3.50% for Adjusted Term SOFR loans. The Applicable Rate for borrowings under the OEG Term Loan as of June 30, 2026 is 2.50% for Alternative Base Rate Loans and 3.50% for Adjusted Term SOFR loans.
The OEG Term Loan matures on June 28, 2031 and the OEG Revolver matures on June 28, 2029.
44
Additional Debt Limitations. Pursuant to the terms of the management agreements and pooling agreement with Marriott for our Gaylord Hotels properties, excluding Gaylord Rockies, we are subject to certain debt limitations described below.
The management agreements provide for the following limitations on indebtedness encumbering a hotel:
The pooled limitations on Secured Debt (as defined in the pooling agreement) are as follows:
Gaylord Rockies is not a Pooled Hotel for this purpose.
Estimated Interest on Principal Debt Agreements
Based on the stated interest rates on our fixed-rate debt and the rates in effect at June 30, 2026 for our variable-rate debt after considering interest rate swaps, our estimated interest obligations through 2030 are $931.0 million. These estimated obligations are $123.3 million for the remainder of 2026, $246.3 million in 2027, $232.5 million in 2028, $177.4 million in 2029, and $151.5 million in 2030. Variable rates, as well as outstanding principal balances, could change in future periods. See “Principal Debt Agreements” above for a discussion of our outstanding long-term debt. See “Supplemental Cash Flow Information” in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the interest we paid during 2025, 2024 and 2023.
Supplemental Guarantor Financial Information
The Company’s $1 Billion 6.50% Senior Notes, $700 Million 5.75% Senior Notes, $625 Million 6.50% Senior Notes, $600 Million 4.50% Senior Notes and $400 Million 7.25% Senior Notes were each issued by the Operating Partnership and Finco (collectively, the “Issuers”), and are guaranteed on a senior unsecured basis by the Company (as the parent company), each of the Operating Partnership’s subsidiaries that own the Gaylord Hotels properties, the JW Marriott properties and certain other of the Company’s subsidiaries, each of which also guarantees the Credit Agreement, as amended (such subsidiary guarantors, together with the Company, the “Guarantors”). The Guarantors are 100% owned by the Operating Partnership or the Company, and the guarantees are full and unconditional and joint and several. The guarantees rank equally in right of payment with each Guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to all future subordinated indebtedness, if any, of such Guarantor. Not all of the Company’s subsidiaries have guaranteed these senior notes, and the guarantees are structurally subordinated to all indebtedness and other obligations of such subsidiaries that have not guaranteed these senior notes.
45
The following tables present summarized financial information for the Issuers and the Guarantors on a combined basis. The intercompany balances and transactions between these parties, as well as any investments in or equity in earnings from non-guarantor subsidiaries, have been eliminated (amounts in thousands).
Other assets
3,862,921
Net payables due to non-guarantor subsidiaries
167,688
3,859,869
4,027,557
Total noncontrolling interest
5,076
Revenues from third-parties
654
Revenues from non-guarantor subsidiaries
344,555
Operating expenses (excluding expenses to non-guarantor subsidiaries)
96,412
Expenses to non-guarantor subsidiaries
16,023
232,774
Interest income from non-guarantor subsidiaries
1,232
122,967
114,711
Critical Accounting Policies and Estimates
We prepare our condensed consolidated financial statements in conformity with GAAP. Certain of our accounting policies, including those related to impairment of long-lived and other assets, credit losses on financial assets, income taxes, acquisitions and purchase price allocations, and legal contingencies, require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based on our historical experience, our observance of trends in the industry, and information available from other outside sources, as appropriate. There can be no assurance that actual results will not differ from our estimates. For a discussion of our critical accounting policies and estimates, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements” presented in our Annual Report on Form 10-K for the year ended December 31, 2025. There were no newly identified critical accounting policies in the first six months of 2026, nor were there any material changes to the critical accounting policies and estimates discussed in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our quantitative and qualitative market risks since December 31, 2025. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES.
The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
There has been no change in our internal control over financial reporting that occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is a party to certain litigation in the ordinary course, as described in Note 11, “Commitments and Contingencies,” to our condensed consolidated financial statements included herein and which our management deems will not have a material effect on our financial statements.
ITEM 1A. RISK FACTORS.
There have been no material changes from the risk factors disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Inapplicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
ITEM 4. MINE SAFETY DISCLOSURES.
ITEM 5. OTHER INFORMATION.
During the fiscal quarter ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).
ITEM 6. EXHIBITS.
Exhibit Number
Description
3.1
Amended and Restated Certificate of Incorporation of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 1, 2012).
3.2
Second Amended and Restated Bylaws of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed February 24, 2023).
List of Parent and Subsidiary Guarantors (incorporated by reference to Exhibit 22 to the Company’s Quarterly Report on Form 10-Q filed May 1, 2026).
31.1*
Certification of Mark Fioravanti pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2*
Certification of Jennifer Hutcheson pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1**
Certification of Mark Fioravanti and Jennifer Hutcheson pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
101*
The following materials from Ryman Hospitality Properties, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (unaudited) at June 30, 2026 and December 31, 2025, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited) for the three and six months ended June 30, 2026 and 2025, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2026 and 2025, (iv) Condensed Consolidated Statements of Equity and Noncontrolling Interest (unaudited) for the three and six months ended June 30, 2026 and 2025, and (v) Notes To Condensed Consolidated Financial Statements (unaudited).
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
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.
Date: August 7, 2026
By:
/s/ Mark Fioravanti
Mark Fioravanti
President and Chief Executive Officer
/s/ Jennifer Hutcheson
Jennifer Hutcheson
Executive Vice President, Chief Financial
Officer and Chief Accounting Officer