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Ryman Hospitality Properties, Inc.

For the period ended Sep 30, 2025. Filed Nov 4, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 4, 2025

RHP$135.42+2.6%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements (Unaudited)

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, effective June 10, 2025, the JW Marriott Phoenix Desert Ridge Resort & Spa (“JW Marriott Desert Ridge”). 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 an additional location expected to open in Las Vegas, Nevada in late 2026; Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”); and as of January 3, 2025, a majority and controlling equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company.

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, 2024. 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 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Improvements to Reportable Segment Disclosures,” requiring public entities to provide disclosures of significant segment expenses and other segment items, as well as to provide in interim periods all disclosures about a

reportable segment’s profit or loss and assets that were previously required annually. The Company retrospectively adopted this guidance for fiscal year 2024 and has retrospectively adopted for interim periods beginning in fiscal year 2025. This adoption did not have a material impact on the Company’s financial statements.

In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures,” requiring public entities to provide additional information in the rate reconciliation, to disclose annually income taxes paid disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance is applied prospectively, but with the option to apply retrospectively, and will be effective for the Company for fiscal year 2025. 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 November 2024, the FASB issued 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.

2. JW MARRIOTT DESERT RIDGE TRANSACTION:

On June 10, 2025, the Company purchased JW Marriott Desert Ridge for approximately $865 million. Situated on approximately 402 acres of Arizona’s Sonoran Desert, JW Marriott Desert Ridge is a premier group-oriented resort with 950 rooms and approximately 243,000 total square feet of indoor and outdoor meeting and event space. The resort’s amenities include a 28,000 square-foot spa; seven food and beverage outlets; a 140,000 square-foot water experience; andtwo 18-hole golf courses. 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 (see Note 14, “Equity”) and approximately$614 million in net proceeds of a private placement of$625 million aggregate principal amount of 6.50% senior notes due 2033 (see Note 8, “Debt”). 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
Cash and cash equivalents - unrestricted​5,891
Cash and cash equivalents - restricted​​1,661
Trade receivables​14,426
Prepaid expenses and other assets​3,547
Intangible assets​114,875
Total assets acquired​​887,777
Accounts payable and accrued liabilities​​(18,267)
Total liabilities assumed​​(18,267)
Net assets acquired​$869,510
  1. REVENUES:

The Company’s revenues disaggregated by major source are as follows (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · September 30, · ​ · September 30,
​ · 2025 · 2024 · 2025 · 2024
Hotel group rooms​$127,953​$124,006​$418,149​$401,276
Hotel transient rooms​67,274​60,148​167,210156,008
Hotel food and beverage - banquets​154,301​157,694​515,834523,345
Hotel food and beverage - outlets​79,373​67,141​221,494195,959
Hotel other​71,968​58,054​192,123171,012
Entertainment admissions/ticketing​34,039​30,572​125,016​​87,494
Entertainment food and beverage​33,481​30,573​114,353​​90,430
Entertainment retail and other​24,069​21,770​85,074​​66,069
Total revenues​$592,458​$549,958$1,839,253$1,691,593

The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands):

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · September 30, · ​ · September 30,
​ · 2025 · 2024 · 2025 · 2024
Gaylord Opryland$110,078​$122,659$336,721​$356,846
Gaylord Palms​66,745​68,242​228,251​222,504
Gaylord Texan​74,082​73,096​242,953​241,895
Gaylord National​78,098​69,751​242,340​226,394
Gaylord Rockies​​77,951​​72,658​​230,621​​213,316
JW Marriott Hill Country​​51,615​​54,273​​173,464​​167,064
JW Marriott Desert Ridge​​36,118​​—​​41,467​​—
AC Hotel​2,880​2,686​9,140​9,615
Inn at Opryland and other​3,302​3,678​9,853​9,966
Total Hospitality segment revenues​$500,869​$467,043​$1,514,810​$1,447,600

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 September 30, 2025 and December 31, 2024, the Company had $239.3 million and $173.0 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, 2024, approximately $127.0 million was recognized in revenue during the nine months ended September 30, 2025.

4**. INCOME PER SHARE:**

The computation of basic and diluted earnings per common share is as follows (in thousands, except per share data):

​​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended · ​
​ · ​ · September 30, · ​ · September 30, · ​
​ · 2025 · 2024 · 2025 · 2024 · ​
Numerator:​​​​​​​​​​​​​
Net income available to common stockholders​$34,886​$59,011​$169,600​$202,872​
Net income attributable to noncontrolling interest in OEG​987​997​3,792​​3,688​
Net income available to common stockholders - if-converted method​$35,873​$60,008​$173,392​$206,560​
​​​​​​​​​​
Denominator:​​​​​​​​​​​​​
Weighted average shares outstanding - basic (1)​​63,000​​59,900​​61,435​​59,845​
Effect of dilutive equity-based compensation​​166​​223​​184​​287​
Effect of dilutive put rights​4,169​3,778​3,844​3,403​
Weighted average shares outstanding - diluted (1)​67,335​63,901​65,463​63,535​
​​​​​​​​​​​​​​
Basic income per share available to common stockholders​$0.55​$0.99​$2.76​$3.39​
Diluted income per share available to common stockholders​$0.53​$0.94​$2.65​$3.25​
(1)Outstanding shares for the 2025 periods include the issuance of approximately 3.0 million shares of the Company’s common stock in May 2025.​

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, 2024, 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 nine months ended September 30, 2025 and 2024 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.

  1. ACCUMULATED OTHER COMPREHENSIVE LOSS:

The Company’s balance in accumulated other comprehensive loss is comprised of amounts related to the Company’s frozen noncontributory defined benefit pension plan, interest rate derivatives designated as cash flow hedges related to the Company’s outstanding debt as discussed in Note 8, “Debt,” and amounts related to an other-than-temporary impairment of a held-to-maturity investment that existed prior to 2020 with respect to the notes receivable discussed in Note 7, “Notes Receivable,” to the condensed consolidated financial statements included herein.

Changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2025 and 2024 consisted of the following (in thousands):

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Other-Than- · ​ · ​ · ​ · ​ · ​
​ · ​ · Minimum · ​ · Temporary · ​ · ​ · ​ · ​ · ​
​ · ​ · Pension · ​ · Impairment of · ​ · Interest Rate · ​ · ​ · ​
​ · Liability · Investment · Derivatives · Total
Balance, December 31, 2024​$(12,120)​$(2,667)​$(385)​$(15,172)
Gains arising during period​​1,994​​—​​756​​2,750
Amounts reclassified from accumulated other comprehensive loss​​(525)​158​135​(232)
Income tax expense​​(413)​—​—​(413)
Net other comprehensive income​1,056​158​891​2,105
Balance, September 30, 2025​$(11,064)​$(2,509)​$506​$(13,067)
​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Other-Than- · ​ · ​ · ​ · ​ · ​
​ · ​ · Minimum · ​ · Temporary · ​ · ​ · ​ · ​ · ​
​ · ​ · Pension · ​ · Impairment of · ​ · Interest Rate · ​ · ​ · ​
​ · Liability · Investment · Derivatives · Total
Balance, December 31, 2023​$(15,187)​$(2,878)​$(1,322)​$(19,387)
Gains arising during period​​3,299​​—​​1,278​​4,577
Amounts reclassified from accumulated other comprehensive loss​227​158​(939)​(554)
Income tax expense​(855)​—​—​(855)
Net other comprehensive income​2,671​158​339​3,168
Balance, September 30, 2024​$(12,516)​$(2,720)​$(983)​$(16,219)
  1. PROPERTY AND EQUIPMENT:

Property and equipment at September 30, 2025 and December 31, 2024 is summarized as follows (in thousands):

​​​​​​​
​ · ​ · September 30, · ​ · December 31,
​ · 2025 · 2024
Land and land improvements​$727,648​$613,870
Buildings​5,213,994​4,593,839
Furniture, fixtures and equipment​1,513,664​1,329,039
Right-of-use finance lease assets​​1,841​​1,017
Construction-in-progress​181,171​110,897
​​7,638,318​6,648,662
Accumulated depreciation and amortization​(2,705,320)​(2,524,280)
Property and equipment, net​$4,932,998​$4,124,382
  1. NOTES RECEIVABLE:

As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, 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 $52.4 million and $57.8 million at September 30, 2025 and December 31, 2024, respectively, net of credit loss reserve of $38.0 million at each of September 30, 2025 and December 31, 2024. 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 September 30, 2025 and 2024, the Company recorded interest income of $1.0 million and $1.1 million, respectively, and during the nine months ended September 30, 2025 and 2024, the Company recorded interest income of $3.3 million and $3.5 million, respectively, on these bonds. The Company received payments of $8.8 million during each of the nine months ended September 30, 2025 and 2024 relating to these notes receivable.

  1. DEBT:

The Company’s debt and finance lease obligations at September 30, 2025 and December 31, 2024 consisted of (in thousands):

​​​​​​​
​ · ​ · September 30, · ​ · December 31,
​ · 2025 · 2024
$700M Revolving Credit Facility, interest at SOFR plus 1.50%, maturing May 18, 2027​$—​$—
Term Loan B, interest at SOFR plus 2.00%, maturing May 18, 2030​290,590​292,791
Senior Notes, interest at 4.75%, maturing October 15, 2027​700,000​700,000
Senior Notes, interest at 7.25%, maturing July 15, 2028​400,000​400,000
Senior Notes, interest at 4.50%, maturing February 15, 2029​600,000​600,000
Senior Notes, interest at 6.50%, maturing April 1, 2032​1,000,000​1,000,000
Senior Notes, interest at 6.50%, maturing June 15, 2033​625,000​—
$80M OEG Revolver, interest at SOFR plus 3.50%, maturing June 28, 2029​—​21,000
OEG Term Loan, interest at SOFR plus 3.50%, maturing June 28, 2031​426,347​299,250
Block 21 CMBS Loan, interest at 5.58%, original maturity January 5, 2026​​—​​128,967
Finance lease obligations​​699​​55
Unamortized deferred financing costs​​(54,702)​​(51,484)
Unamortized discounts and premiums, net​​(11,915)​​(12,183)
Total debt​$3,976,019​$3,378,396

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 September 30, 2025, there were no defaults under the covenants related to the Company’s outstanding debt.

$625* Million6.50% Senior Notes due 2033*

On June 4, 2025, the Operating Partnership and RHP Finance Corporation (collectively, the “issuing subsidiaries”) 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, beginning on December 15, 2025. 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 Company’s $700 million in aggregate principal amount of 4.75% senior notes due 2027, $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, and $1 billion in aggregate principal amount of 6.50% senior notes due 2032, 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, 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 $625 Million 6.50% 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 $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. The Company used these net proceeds to fund a portion of the purchase price for JW Marriott Desert Ridge discussed in Note 2.

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.

OEG Credit Facility

On April 28, 2025, certain OEG subsidiaries borrowed an incremental term loan in an aggregate principal amount of $130 million (the “Incremental OEG Loan”) on the same terms as the existing term loan under the OEG credit facility. The net proceeds of the Incremental OEG Loan, together with cash on hand, were used to defease the non-recourse term loan secured by a mortgage on Block 21. As increased by the Incremental OEG Loan, the OEG credit facility consists of (i) a senior secured term loan facility in an aggregate principal amount equal to $428.5 million and (ii) a senior secured revolving credit facility in an aggregate principal amount not to exceed $80.0 million. No changes were made to the applicable interest rates or maturity date of any indebtedness under the OEG credit facility. In addition, the terms of the Incremental OEG Loan confirm that the annual amortization under the OEG term loan is approximately 1% of the refinanced $428.5 million outstanding principal amount, with the balance due at maturity.

Block 21 CMBS Loan

In connection with the purchase of Block 21 in May 2022, a subsidiary of the Company assumed the $136 million, ten-year, non-recourse loan secured by a mortgage on Block 21 (the “Block 21 CMBS Loan”). The proceeds of the Incremental OEG Loan described above were used to defease the Block 21 CMBS Loan in full in April 2025.

Interest Rate Derivatives

The Company has entered into interest rate swaps to manage interest rate risk associated with a portion of the OEG term loan. These swaps have been designated as cash flow hedges whereby the Company receives variable-rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount. The Company does not use derivatives for trading or speculative purposes and currently does not hold any derivatives that are not designated as hedges.

For derivatives designated as and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified to interest expense in the same period during which the hedged transaction affects earnings. These amounts reported in accumulated other comprehensive loss will be reclassified to interest expense as interest payments are made on the related variable-rate debt. The Company estimates that $0.6 million will be reclassified from accumulated other comprehensive loss to a decrease in interest expense in the next twelve months.

The estimated fair value of the Company’s derivative financial instruments at September 30, 2025 and December 31, 2024 is as follows (in thousands):

​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Estimated Fair Value
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Asset (Liability) Balance
​ · ​ · ​ · ​ · Strike · ​ · ​ · ​ · ​ · ​ · Notional · ​ · September 30, · ​ · December 31,
Hedged Debt · ​ · Type · ​ · Rate · ​ · Index · ​ · Maturity Date · ​ · Amount · ​ · 2025 · ​ · 2024
OEG Term Loan​Interest Rate Swap​4.5330%​3-month SOFR​December 18, 2025​​100,000​$(109)​$(386)
OEG Term Loan​Interest Rate Swap​3.2140%​3-month SOFR​December 20, 2028​​100,000​​102​​-
OEG Term Loan​Interest Rate Swap​3.1700%​3-month SOFR​December 20, 2028​​125,000​​512​​-
​​​​​​​​​​​​​$505​$(386)

Derivative financial instruments in an asset position are included in prepaid expenses and other assets, and those in a liability position are included in other liabilities in the accompanying condensed consolidated balance sheets.

The effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations for the respective periods is as follows (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Amount of Gain (Loss) · ​ · ​ · ​ · ​ · ​ · Amount of (Gain) Loss · ​
​ · ​ · Recognized in OCI · ​ · ​ · ​ · ​ · ​ · Reclassified from Accumulated · ​
​ · ​ · on Derivatives · ​ · Location of Gain (Loss) · ​ · OCI into Income (Expense) · ​
​ · ​ · Three Months Ended · ​ · Reclassified from · Three Months Ended · ​
​ · ​ · September 30, · ​ · Accumulated OCI · ​ · September 30, · ​
​ · ​ · 2025 · ​ · 2024 · into Income (Expense) · 2025 · ​ · 2024
Derivatives in Cash Flow Hedging Relationships: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Interest rate swaps​$656​$(1,048)​Interest expense​$29​$190​
Total derivatives​$656​$(1,048)​​​​​$29​$190​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Amount of Gain (Loss) · ​ · ​ · ​ · ​ · ​ · Amount of (Gain) Loss · ​
​ · ​ · Recognized in OCI on · ​ · ​ · ​ · ​ · ​ · Reclassified from Accumulated · ​
​ · ​ · Derivatives · ​ · Location of Gain (Loss) · ​ · OCI into Income (Expense) · ​
​ · ​ · Nine Months Ended · ​ · Reclassified from · ​ · Nine Months Ended · ​
​ · ​ · September 30, · ​ · Accumulated OCI · ​ · September 30, · ​
​ · ​ · 2025 · ​ · 2024 · into Income (Expense) · 2025 · ​ · 2024
Derivatives in Cash Flow Hedging Relationships: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Interest rate swaps​$756​$1,278​Interest expense​$135​$939​
Total derivatives​$756​$1,278​​​​​$135​$939​

Reclassifications from accumulated other comprehensive loss for interest rate swaps are shown in the table above and included in interest expense. Total consolidated interest expense for the three months ended September 30, 2025 and 2024 was $64.9 million and $54.5 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $177.7 million and $171.6 million, respectively.

At September 30, 2025, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $0.1 million. As of September 30, 2025, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at the aggregate termination value of $0.1 million. In addition, the Company has an agreement with its derivative counterparty that contains a provision whereby the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.

  1. DEFERRED MANAGEMENT RIGHTS PROCEEDS:

On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage the Gaylord Hotels properties (the “Management Rights”) to Marriott for $210.0 million in cash. Effective October 1, 2012, Marriott assumed responsibility for managing the day-to-day operations of the Gaylord Hotels properties pursuant to a management agreement for each Gaylord Hotel property. The Company allocated $190.0 million of the purchase price to

the Management Rights, based on the Company’s estimates of the fair values for the respective components. For financial accounting purposes, the amount related to the Management Rights was deferred and is amortized on a straight-line basis over the 65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense.

  1. LEASES:

The Company is a lessee of a 65.3-acre site in Osceola County, Florida on which Gaylord Palms is located; a 234-acre site in Maricopa County, Arizona on which a portion of JW Marriott Desert Ridge is located; building or land leases for Ole Red Gatlinburg, Ole Red Orlando, Ole Red Tishomingo, Ole Red Nashville International Airport, Ole Red Las Vegas and Category 10 Las Vegas; and various warehouse, general office and other equipment leases. The Gaylord Palms land lease has a term through 2074, which may be extended through January 2101, at the Company’s discretion. The JW Marriott Desert Ridge land lease has a term through 2092. The leases for Ole Red locations range from five toten years, with renewal options ranging from five tofifty-five years, at the Company’s discretion, with the exception of Ole Red Nashville International Airport, which has no extension option. The lease for Category 10 Las Vegas includes an initialten-year term, withtwo, five-year renewal options, at the Company’s discretion. Extension options were not considered reasonably assured to be exercised as of the date of the agreement and, as a result, are not included in the Company’s calculation of its right-of-use assets and lease liabilities.

The terms of the Gaylord Palms lease include variable lease payments based upon net revenues at Gaylord Palms, and certain other of the Company’s leases include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company’s lease costs for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands):

​​​​​​​​​​​​​
​ · Three Months Ended · ​ · Nine Months Ended · ​
​ · September 30, · ​ · September 30, · ​
​ · 2025 · ​ · 2024 · ​ · 2025 · ​ · 2024 · ​
Operating lease cost$5,256​$4,746​$15,304​$14,313​
Finance lease cost:​​​​​​​​​​​​
Amortization of right-of-use assets149​47​​247​142​
Interest on lease liabilities14​1​​22​2​
Net lease cost$5,419​$4,794​$15,573​$14,457​

Future minimum lease payments under non-cancelable leases at September 30, 2025 are as follows (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · Operating · Finance
​ · ​ · Leases · ​ · Leases
Year 1​$10,676​$367
Year 2​13,100​247
Year 3​13,860​124
Year 4​12,846​21
Year 5​12,924​—
Years thereafter​622,507​—
Total future minimum lease payments​685,913​759
Less amount representing interest​(528,001)​​(60)
Total present value of minimum payments​$157,912​$699

The remaining lease term and discount rate for the Company’s leases are as follows:

​​​
Weighted-average remaining lease term:​​
Operating leases40.3years
Finance leases2.4years
Weighted-average discount rate:​​
Operating leases7.2%
Finance leases5.9%
  1. STOCK PLANS:

During the nine months ended September 30, 2025, the Company granted 0.2 million restricted stock units with a weighted-average grant date fair value of $100.84 per unit. There were 0.5 million and 0.4 million restricted stock units outstanding at September 30, 2025 and December 31, 2024, respectively.

Compensation expense for the Company’s equity-based compensation plans was $3.7 million and $3.5 million for the three months ended September 30, 2025 and 2024, respectively, and $10.8 million and $10.7 million for the nine months ended September 30, 2025 and 2024, respectively.

  1. 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 September 30, 2025 and 2024, the Company recorded an income tax provision (benefit) of $(3.6) million and $0.9 million, respectively, related to its TRSs. For the nine months ended September 30, 2025 and 2024, the Company recorded an income tax provision of $8.4 million and $13.7 million, respectively, related to its TRSs.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. The Company is currently evaluating the potential tax implications of the OBBBA, but based on the Company’s preliminary assessment, it does not expect the legislation to have a material impact on the Company’s financial statements.

At September 30, 2025 and December 31, 2024, the Company hadno unrecognized tax benefits.

  1. COMMITMENTS AND CONTINGENCIES:

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.

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 requests an unspecified amount of damages related to alleged injuries to two guests. The Company intends to vigorously defend the lawsuit and believes it has strong defenses. The lawsuit is in its early stages so the Company cannot predict its likely outcome or estimate the range of possible loss, but the Company does not believe that the outcome will have a material impact on the Company’s financial position.

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.

  1. EQUITY

Equity Offering

In May 2025, the Company completed an underwritten public offering of approximately 3.0 million shares of its common stock, par value $0.01 per share, at a price to the public of $96.20 per share. Net proceeds to the Company, after deducting underwriter discounts and commissions and other expenses paid by the Company, were approximately $275.5 million. The Company used a portion of these proceeds to fund a portion of the purchase price to acquire JW Marriott Desert Ridge as discussed in Note 2 and the remainder for general corporate purposes.

Dividends

On February 20, 2025, the Company’s board of directors declared the Company’s first quarter 2025 cash dividend in the amount of $1.15 per share of common stock, or an aggregate of approximately $69.5 million in cash, which was paid on April 15, 2025 to stockholders of record as of the close of business on March 31, 2025.

On May 9, 2025, the Company’s board of directors declared the Company’s second quarter 2025 cash dividend in the amount of $1.15 per share of common stock, or an aggregate of approximately $72.9 million in cash, which was paid on July 15, 2025 to stockholders of record as of the close of business on June 30, 2025.

On September 17, 2025, the Company’s board of directors declared the Company’s third quarter 2025 cash dividend in the amount of $1.15 per share of common stock, or an aggregate of approximately $72.9 million in cash, which was paid on October 15, 2025 to stockholders of record as of the close of business on September 30, 2025.

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 aone-for-one basis, subject to certain adjustments. At September 30, 2025,0.4 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.

  1. 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.

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 September 30, 2025 and December 31, 2024, were as follows (in thousands):

​​​​​​​​​​​​​
​ · ​ · ​ · Markets for · Observable · Unobservable
​ · ​ · September 30, · ​ · Identical Assets · ​ · Inputs · ​ · Inputs
​ · ​ · 2025 · ​ · (Level 1) · ​ · (Level 2) · ​ · (Level 3)
Deferred compensation plan investments​$43,834​$43,834​$—​$—
Variable to fixed interest rate swaps​​614​​—​​614​​—
Total assets measured at fair value​$44,448​$43,834​$614​$—
​​​​​​​​​​​​​
Variable to fixed interest rate swaps​$109​$—​$109​$—
Total liabilities measured at fair value​$109​$—​$109​$—
​​​​​​​​​​​​​
​ · ​ · ​ · Markets for · Observable · Unobservable
​ · ​ · December 31, · ​ · Identical Assets · ​ · Inputs · ​ · Inputs
​ · ​ · 2024 · ​ · (Level 1) · ​ · (Level 2) · ​ · (Level 3)
Deferred compensation plan investments​$37,440​$37,440​$—​$—
Total assets measured at fair value​$37,440​$37,440​$—​$—
​​​​​​​​​​​​​
Variable to fixed interest rate swaps​$386​$—​$386​$—
Total liabilities measured at fair value​$386​$—​$386​$—

The remainder of the assets and liabilities held by the Company at September 30, 2025 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.

  1. FINANCIAL REPORTING BY BUSINESS SEGMENTS:

The Company’s operations are organized into the following principal business segments:

●Hospitality, which includes the Gaylord Hotels properties, the JW Marriott properties (including, effective June 10, 2025, JW Marriott Desert Ridge), the Inn at Opryland and the AC Hotel;
●Entertainment, which includes the OEG business, specifically the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, Category 10, Block 21, and Southern Entertainment; and
●Corporate and Other, which includes operating and general and administrative expenses related to the overall management of the Company which are not allocated to the other reportable 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, 2024. The Company does not have intersegment sales or transfers.

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 September 30, 2025
​ · ​ · Hospitality · ​ · Entertainment · ​ · Corporate and Other · ​ · Total
Revenues​$500,869​$91,589​$—​$592,458
Expenses:​​​​​​​​​​​​
Rooms​​48,668​​​​​​​​48,668
Food and beverage​​139,961​​​​​​​​139,961
Other hotel expenses (1)​​144,882​​​​​​​​144,882
Management fees​​16,551​​​​​​​​16,551
Employment costs​​​​​28,736​​​​​28,736
Cost of goods sold​​​​​13,492​​​​​13,492
Contract services​​​​​9,713​​​​​9,713
Non-income taxes and insurance​​​​​3,806​​​​​3,806
Preopening costs​​​​​1,289​​​​​1,289
Other segment expenses (1)​​​​​12,188​​10,062​​22,250
Loss on sale of assets​​​​​1,296​​​​​1,296
Depreciation and amortization​​63,729​​9,242​​231​​73,202
Operating income (loss)​$87,078​$11,827​$(10,293)​$88,612
Interest expense​​(11)​​(9,572)​​(55,290)​​(64,873)
Interest income​​​​​​​​​​​4,836
Loss on extinguishment of debt​​​​​​​​​​​(380)
Loss from unconsolidated joint ventures (2)​​​​​​​​​​​(37)
Other gains and (losses), net​​​​​​​​​​​2,168
Income before income taxes​​​​​​​​​​$30,326
​​​​​​​​​​​​​
​ · ​ · For the Three Months Ended September 30, 2024
​ · ​ · Hospitality · ​ · Entertainment · ​ · Corporate and Other · ​ · Total
Revenues​$467,043​$82,915​$—​$549,958
Expenses:​​​​​​​​​​​​
Rooms​​45,129​​​​​​​​45,129
Food and beverage​​127,040​​​​​​​​127,040
Other hotel expenses (1)​​123,716​​​​​​​​123,716
Management fees​​16,889​​​​​​​​16,889
Employment costs​​​​​25,685​​​​​25,685
Cost of goods sold​​​​​11,977​​​​​11,977
Contract services​​​​​8,935​​​​​8,935
Non-income taxes and insurance​​​​​4,659​​​​​4,659
Preopening costs​​​​​870​​​​​870
Other segment expenses (1)​​​​​10,403​​9,724​​20,127
Depreciation and amortization​​51,488​​7,336​​227​​59,051
Operating income (loss)​$102,781​$13,050​$(9,951)​$105,880
Interest expense​​2​​(8,984)​​(45,564)​​(54,546)
Interest income​​​​​​​​​​​7,219
Income from unconsolidated joint ventures (2)​​​​​​​​​​​9
Other gains and (losses), net​​​​​​​​​​​2,758
Income before income taxes​​​​​​​​​​$61,320
​​​​​​​​​​​​​
​ · ​ · For the Nine Months Ended September 30, 2025
​ · ​ · Hospitality · ​ · Entertainment · ​ · Corporate and Other · ​ · Total
Revenues​$1,514,810​$324,443​$—​$1,839,253
Expenses:​​​​​​​​​​​​
Rooms​​142,195​​​​​​​​142,195
Food and beverage​​414,252​​​​​​​​414,252
Other hotel expenses (1)​​399,394​​​​​​​​399,394
Management fees​​52,930​​​​​​​​52,930
Employment costs​​​​​91,107​​​​​91,107
Cost of goods sold​​​​​43,410​​​​​43,410
Contract services​​​​​51,942​​​​​51,942
Non-income taxes and insurance​​​​​21,933​​​​​21,933
Preopening costs​​​​​1,474​​​​​1,474
Other segment expenses (1)​​​​​39,689​​31,591​​71,280
Loss on sale of assets​​​​​1,296​​​​​1,296
Depreciation and amortization​​175,232​​27,954​​696​​203,882
Operating income (loss)​$330,807​$45,638​$(32,287)​$344,158
Interest expense​​(39)​​(27,979)​​(149,672)​​(177,690)
Interest income​​​​​​​​​​​15,878
Loss on extinguishment of debt​​​​​​​​​​​(2,922)
Loss from unconsolidated joint ventures (2)​​​​​​​​​​​(66)
Other gains and (losses), net​​​​​​​​​​​1,864
Income before income taxes​​​​​​​​​​$181,222
​​​​​​​​​​​​​
​ · ​ · For the Nine Months Ended September 30, 2024
​ · ​ · Hospitality · ​ · Entertainment · ​ · Corporate and Other · ​ · Total
Revenues​$1,447,600​$243,993​$—​$1,691,593
Expenses:​​​​​​​​​​​​
Rooms​​134,292​​​​​​​​134,292
Food and beverage​​387,588​​​​​​​​387,588
Other hotel expenses (1)​​360,298​​​​​​​​360,298
Management fees​​56,300​​​​​​​​56,300
Employment costs​​​​​75,057​​​​​75,057
Cost of goods sold​​​​​33,908​​​​​33,908
Contract services​​​​​25,177​​​​​25,177
Non-income taxes and insurance​​​​​9,384​​​​​9,384
Preopening costs​​​​​3,361​​​​​3,361
Other segment expenses (1)​​​​​30,280​​31,080​​61,360
Gain on sale of assets​​​​​​​​(270)​​(270)
Depreciation and amortization​​152,271​​21,842​​693​​174,806
Operating income (loss)​$356,851​$44,984​$(31,503)​$370,332
Interest expense​​(14,612)​​(29,805)​​(127,149)​​(171,566)
Interest income​​​​​​​​​​​21,805
Loss on extinguishment of debt​​​​​​​​​​​(2,319)
Income from unconsolidated joint ventures (2)​​​​​​​​​​​224
Other gains and (losses), net​​​​​​​​​​​3,075
Income before income taxes​​​​​​​​​​$221,551
​ · ​ · ​ · ​ · ​ · ​ · ​
​ · September 30, · December 31,
​​2025​2024
Total assets: · ​ · ​
Hospitality​$4,962,260​$4,081,754
Entertainment​751,779​653,969
Corporate and Other​482,606​481,850
Total assets​$6,196,645​$5,217,573
(1)Other segment expenses include:Hospitality segment – administrative employment costs, utilities, property taxes, supplies, advertising, maintenance and consulting expensesEntertainment segment – advertising, utilities, maintenance and certain overhead expensesCorporate and other – information technology, human resources, accounting, equity-based compensation and other administrative expenses
(2)Income (loss) from unconsolidated joint ventures relates to the Entertainment segment.

The following table represents capital expenditures by segment for the periods presented (amounts in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Nine Months Ended · ​
​ · ​ · September 30, · ​
​ · 2025 · 2024
Hospitality​$229,726​$230,187​
Entertainment​22,154​87,086​
Corporate and Other​223​50​
Total capital expenditures​$252,103​$317,323​
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.