Ryman Hospitality Properties, Inc.
For the period ended Mar 31, 2026. Filed May 1, 2026.
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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.
Mar 31, 2026 · Filed May 1, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001104659-25-106165
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-01.
0001104659-26-053780
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 184 previous paragraphs and 170 current paragraphs.
85 unchanged; 72 reworded; 8 added; 20 removed; 7 previous and 5 current paragraphs rearranged.
Tables are not compared: 102 previous and 87 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
Revenues decreased in our Entertainment segment in the three months ended March 31, 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, as well as lower revenues at the Grand Ole Opry and Ryman Auditorium related to Winter Storm Fern, which impacted Nashville, Tennessee in January 2026.
Current report
Entertainment segment operating expenses decreased in the three months ended March 31, 2026, as compared to the 2025 period, primarily related to a decrease in variable expenses associated with the decrease in revenue.
Current report
Depreciation and amortization remained stable in the three months ended March 31, 2026, as compared to the 2025 period.
Current report
increase in accounts receivable due to a seasonal increase in group business at our hotel properties and the payment of accrued property taxes and accrued compensation.
Current report
During the three months ended March 31, 2025, our net cash flows used in financing activities were $82.0 million, primarily reflecting the payment of $70.3 million in cash distributions.
Current report
*Term Loan B.*The Term Loan B has a maturity date of May 18, 2030. As of March 31, 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.
Current report
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.
Current report
$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 March 31, 2026. As a result of this redemption, we recognized a loss on extinguishment of debt of $2.2 million in the three months ended March 31, 2026.
Removed paragraphs (20)
Previous report
The increase in our total operating expenses for the nine months ended September 30, 2025, as compared to the same period in 2024, is primarily the result of increases in our Entertainment segment and Hospitality segment of $74.3 million and $70.3 million, respectively, and an increase of $29.1 million in depreciation and amortization expense, as presented in the tables below. In addition, the increase in total operating expenses for the nine months ended September 30, 2025, as compared to the same period in 2024, is partially attributable to the prior year period including a reduction in total operating expenses of $9.1 million related to a refund of Tennessee franchise tax for prior years caused by a change in tax law.
Previous report
Category 10, which opened in November 2024, as well as the W Austin, which faced construction-related disruptions in the prior year period.
Previous report
Revenues increased in our Entertainment segment in the three months ended September 30, 2025, as compared to the prior year period, primarily due to Category 10 Nashville, which opened in November 2024, and the W Austin, which faced construction-related disruptions in the prior year period. Revenues increased in our Entertainment segment in the nine months ended September 30, 2025, as compared to the prior year period, primarily related to Southern Entertainment, which we purchased in January 2025, Category 10 Nashville, and the W Austin.
Previous report
Entertainment segment operating expenses increased in the 2025 periods, as compared to the 2024 periods, primarily related to Southern Entertainment and the operations of Category 10. The nine-month 2025 increase in Entertainment segment operating expenses, as compared to the 2024 period, was also impacted by an increase at the W Austin, as well as the 2024 period including a refund of Tennessee franchise tax for prior years caused by a change in tax law, which reduced operating expenses in the nine-month 2024 period.
Previous report
Depreciation and amortization increased in the 2025 periods, as compared to the 2024 periods, primarily associated with
Previous report
the increase in depreciable and amortizable assets associated with Category 10 and Southern Entertainment, as well as increased depreciation and amortization related to Block 21 attributable to construction enhancements completed at the property in 2024 and the first half of 2025.
Previous report
Operating Results – Gain (Loss) on Sale of Assets
Previous report
Loss on sale of assets during the three and nine months ended September 30, 2025 includes the sale of miscellaneous Entertainment segment assets. Gain on sale of assets during the nine months ended September 30, 2024 includes the sale of miscellaneous corporate assets.
Previous report
As a result of the June 2024 refinancing of the OEG credit agreement, the April 2024 repricing of the RHP term loan B, and the March 2024 repayment of the previous Gaylord Rockies $800 million term loan, we recognized a loss on extinguishment of debt of $2.3 million in the nine months ended September 30, 2024.
Previous report
For the three months ended September 30, 2025 and 2024, we recorded an income tax provision (benefit) of $(3.6) million and $0.9 million, respectively, and for the nine months ended September 30, 2025 and 2024, we recorded an
Previous report
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. We are currently evaluating the potential tax implications of the OBBBA, but based on our preliminary assessment, we do not expect the legislation to have a material impact on our financial statements.
Previous report
During the nine months ended September 30, 2024, our net cash flows used in financing activities were $226.0 million, primarily reflecting the issuance of $1 billion in senior notes, offset by the prepayment of the Gaylord Rockies $800.0 million term loan, the repayment of $202.7 million under our term loan B, the payment of $199.8 million in cash dividends, and the payment of $23.1 million in deferred financing costs.
Previous report
For purposes of the Revolver, Adjusted Term SOFR is calculated as the sum of Term SOFR plus an adjustment of 0.10% (all as more specifically described in the Credit Agreement), subject to a floor of 0.00%. Adjusted Daily Simple SOFR is calculated as the sum of SOFR plus an adjustment of 0.10% (all as more specifically described in the Credit Agreement), subject to a floor of 0.00%.
Previous report
*Term Loan B.*The Term Loan B has a maturity date of May 18, 2030. Prior to the effectiveness of the First Incremental Agreement and the Second Incremental Agreement (as hereinafter defined), the applicable interest rate margins for borrowings under the Term Loan B were, at our option, either (i) Term SOFR plus 2.75%, (ii) Daily Simple SOFR plus 2.75% or (iii) a base rate as set forth in the Credit Agreement plus 1.75%. The Credit Agreement requires principal amortization payments in an amount equal to 1% per annum of the principal amount of the Term Loan B, which is payable quarterly. In addition, if for any fiscal year, there is Excess Cash Flow (as defined in the Credit Agreement), an additional principal amount is required. Amounts borrowed under the Term Loan B that are repaid or prepaid may not be reborrowed.
Previous report
On April 12, 2024, we entered into an Incremental Tranche B Term Loan Agreement (the “First Incremental Agreement”), which supplemented the Credit Agreement and included the addition of certain new lenders and the removal of certain other lenders. The First Incremental Agreement reduced the applicable interest rate margins to (i) 2.25% for SOFR Loans (as defined in the Credit Agreement) and (ii) 1.25% for base rate loans.
Previous report
On December 19, 2024, we entered into an additional Incremental Tranche B Term Loan Agreement (the “Second Incremental Agreement”), which supplemented the Credit Agreement. The Second Incremental Agreement reduces the applicable interest rate margins for the refinanced Term Loan B. The applicable interest rate margins for the refinanced Term Loan B under the Second Incremental Agreement are (i) 2.00% for SOFR Loans (as defined in the Credit Agreement) and (ii) 1.00% for base rate loans. Further, the Second Incremental Agreement provides for the applicable interest rate margins to be further reduced by an additional 0.25% upon our meeting certain criteria as set forth in the Second Incremental Agreement.
Previous report
In October 2019, we completed a tack-on private placement of $200.0 million in aggregate principal amount of 4.75% senior notes due 2027 (the “additional 2027 notes”) at an issue price of 101.250% of their aggregate principal amount plus accrued interest from the September 19, 2019 issue date for the $500 Million 4.75% Senior Notes. The additional 2027 notes and the $500 Million 4.75% Senior Notes constitute a single class of securities (collectively, the “$700
Previous report
Million 4.75% Senior Notes”). All other terms and conditions of the additional 2027 notes are identical to the $500 Million 4.75% Senior Notes.
Previous report
We completed a registered offer to exchange the $700 Million 4.75% Senior Notes for registered notes with substantially identical terms as the $700 Million 4.75% Senior Notes in July 2020.
Previous report
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 term 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.
Reworded paragraphs (72)
Previous wording
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) Marriott International, Inc.’s (“Marriott”) ability 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) 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.
Current wording
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.
Previous wording
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, effective June 10, 2025, the JW Marriott Phoenix Desert Ridge Resort & Spa (“JW Marriott Desert Ridge”). 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.
Current wording
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.
Previous wording
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 99 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 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.
Current wording
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 late 2027; 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.
Previous wording
See “Cautionary Note Regarding Forward-Looking Statements” in this Item 2 and Item 1A, “Risk Factors,” in Part II of this Quarterly Report on Form 10-Q and Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2024 for important information regarding forward-looking statements made in this report and risks and uncertainties we face.
Current wording
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.
Previous wording
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 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. 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. Our ongoing plans for a nearly $225 million multi-phase capital improvement plan at Gaylord Opryland include the expansion of approximately
Current wording
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.
Previous wording
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 invested in six Ole Red locations, purchased Block 21, opened our first Category 10 in November 2024, purchased a majority interest in Southern Entertainment in January 2025, and 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.
Current wording
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 late 2027, 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 late 2027, respectively, purchased a majority interest in Southern Entertainment in January 2025, and began managing the Ascend Amphitheater in January 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.
Previous wording
For the three and nine months ended September 30, 2025 and 2024, our total revenues were divided among these business segments as follows:
Current wording
For the three months ended March 31, 2026 and 2025, our total revenues were divided among these business segments as follows:
Previous wording
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 expenditures:
Current wording
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:
Previous wording
The following table contains our unaudited selected summary financial data for the three and nine months ended September 30, 2025 and 2024. 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).
Current wording
The following table contains our unaudited selected summary financial data for the three months ended March 31, 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).
Previous wording
The following table summarizes our financial results for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages and per share data):
Current wording
The following table summarizes our financial results for the three months ended March 31, 2026 and 2025 (in thousands, except percentages and per share data):
Previous wording
The increase in our total revenues for the three months ended September 30, 2025, as compared to the same period in 2024, is primarily attributable to an increase in our Hospitality segment and Entertainment segment of $33.8 million and $8.7 million, respectively, as presented in the tables below. The increase in our total revenues for the nine months ended September 30, 2025, as compared to the same period in 2024, is primarily attributable to an increase in our Entertainment segment and Hospitality segment of $80.5 million and $67.2 million, respectively, as presented in the tables below.
Current wording
The increase in our total revenues for the three months ended March 31, 2026, as compared to the same period in 2025, is primarily attributable to an increase in our Hospitality segment of $87.7 million, partially offset by a decrease in our Entertainment segment of $10.4 million, as presented in the tables below.
Previous wording
The increase in our total operating expenses for the three months ended September 30, 2025, as compared to the same period in 2024, is primarily the result of increases in our Hospitality segment and Entertainment segment of $37.3 million and $6.3 million, respectively, and an increase of $14.2 million in depreciation and amortization expense, as presented in the tables below.
Current wording
The increase in our total operating expenses for the three months ended March 31, 2026, as compared to the same period in 2025, is primarily the result of an increase in our Hospitality segment of $59.4 million (which includes an increase of $11.9 million in depreciation and amortization expense), partially offset by a decrease of $4.7 million in our Entertainment segment, as presented in the tables below.
Previous wording
The above factors resulted in a decrease of $17.3 million and $26.2 million in operating income for the three and nine months ended September 30, 2025, respectively, as compared to the 2024 periods.
Current wording
The above factors resulted in an increase of $21.7 million in operating income for the three months ended March 31, 2026, respectively, as compared to the 2025 period.
Previous wording
Our $26.4 million decrease in net income for the three months ended September 30, 2025, as compared to the same period in 2024, 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:
Current wording
Our $6.4 million increase in net income for the three months ended March 31, 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:
Previous wording
Other important factors and trends for the three and nine months ended, and as of, September 30, 2025 include:
Current wording
Other important factors and trends for the three months ended, and as of, March 31, 2026 include:
Previous wording
*Total Segment Results.*The following presents the financial results of our Hospitality segment for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages and performance metrics):
Current wording
*Total Segment Results.*The following presents the financial results of our Hospitality segment for the three months ended March 31, 2026 and 2025 (in thousands, except percentages and performance metrics):
Previous wording
Total Hospitality segment revenues in the three and nine months ended September 30, 2025 include $11.7 million and $27.9 million, respectively, in attrition and cancellation fee revenue, an increase of $3.8 million and $1.7 million, respectively, in attrition and cancellation fee collections from the 2024 periods.
Current wording
Total Hospitality segment revenues in the three months ended March 31, 2026 include $8.4 million in attrition and cancellation fee revenue, an increase of $1.6 million in attrition and cancellation fee collections from the 2025 period.
Previous wording
Other hotel expenses for the three and nine months ended September 30, 2025 and 2024 consist of the following (in thousands):
Current wording
Other hotel expenses for the three months ended March 31, 2026 and 2025 consist of the following (in thousands):
Previous wording
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. Administrative employment costs and utility costs increased in the three and nine months ended September 30, 2025, as compared to the same periods in 2024, primarily due to JW Marriott Desert Ridge. The increase in property taxes during the three and nine months ended September 30, 2025, as compared to the 2024 periods, was primarily due to JW Marriott Desert Ridge, as well as slight increases at several Hospitality segment properties due to recent reappraisals. The increase in other expenses, which include supplies, advertising, maintenance costs and consulting costs, during the three and nine months ended September 30, 2025, as compared to the same periods in 2024, was primarily due to JW Marriott Desert Ridge, as well as slight increases of various miscellaneous expenses across the Hospitality segment. In addition, the nine-month 2024 period includes a refund of $5.6 million of Tennessee franchise tax for prior years caused by a change in tax law, which reduced other expenses in the nine-month 2024 period.
Current wording
Each of the other hotel expense categories above increased in the three months ended March 31, 2026, as compared to the 2025 period, 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 other expenses, which include supplies, advertising, maintenance costs and consulting costs, during the three months ended March 31, 2026, as compared to the same period in 2025, also includes a slight increase of various miscellaneous expenses at Gaylord Opryland associated with the increase in business levels.
Previous wording
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 September 30, 2025 and 2024, we incurred $12.0 million and $11.0 million, respectively, and in the nine months ended September 30, 2025 and 2024, we incurred $36.0 million and $34.0 million, respectively, related to base management fees for our Hospitality segment. In the three months ended September 30, 2025 and 2024, we incurred $5.3 million and $6.7 million, respectively, and in the nine months ended September 30, 2025 and 2024, we incurred $19.3 million and $24.6 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 9, “Deferred Management Rights Proceeds,” to the accompanying condensed consolidated financial statements included herein.
Current wording
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 March 31, 2026 and 2025, we incurred $14.0 million and $11.6 million, respectively, related to base management fees for our Hospitality segment and $7.7 million and $7.6 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.
Previous wording
Total Hospitality segment depreciation and amortization expense increased in the three and nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to an increase at Gaylord Palms associated with the addition of depreciable assets associated with the property’s rooms and lobby renovation, as well as the increase in depreciable assets associated with JW Marriott Desert Ridge.
Current wording
Total Hospitality segment depreciation and amortization expense increased in the three months ended March 31, 2026, as compared to the same period 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 2025 renovation of an existing ballroom and pre-function space.
Previous wording
*Property-Level Results.*The following presents the property-level financial results of our Hospitality segment for the three and nine months ended September 30, 2025 and 2024.
Current wording
*Property-Level Results.*The following presents the property-level financial results of our Hospitality segment for the three months ended March 31, 2026 and 2025.
Previous wording
*Gaylord Opryland Results.*The results of Gaylord Opryland for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands, except percentages and performance metrics):
Current wording
*Gaylord Opryland Results.*The results of Gaylord Opryland for the three months ended March 31, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):
Previous wording
*Gaylord Palms Results.*The results of Gaylord Palms for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands, except percentages and performance metrics):
Current wording
*Gaylord Palms Results.*The results of Gaylord Palms for the three months ended March 31, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):
Previous wording
*Gaylord Texan Results.*The results of Gaylord Texan for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands, except percentages and performance metrics):
Current wording
*Gaylord Texan Results.*The results of Gaylord Texan for the three months ended March 31, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):
Previous wording
*Gaylord National Results.*The results of Gaylord National for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands, except percentages and performance metrics):
Current wording
*Gaylord National Results.*The results of Gaylord National for the three months ended March 31, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):
Previous wording
Gaylord Rockies Results. The results of Gaylord Rockies for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands, except percentages and performance metrics):
Current wording
Gaylord Rockies Results. The results of Gaylord Rockies for the three months ended March 31, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):
Previous wording
JW Marriott Hill Country Results. The results of JW Marriott Hill Country for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands, except percentages and performance metrics):
Current wording
JW Marriott Hill Country Results. The results of JW Marriott Hill Country for the three months ended March 31, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):
Previous wording
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 months ended September 30, 2025 and the period from June 10, 2025 to September 30, 2025 are as follows (in thousands, except percentages and performance metrics):
Current wording
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 months ended March 31, 2026 are as follows (in thousands, except percentages and performance metrics):
Previous wording
*Total Segment Results.*The following presents the financial results of our Entertainment segment for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
Current wording
*Total Segment Results.*The following presents the financial results of our Entertainment segment for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Previous wording
*Total Segment Results.*The following presents the financial results of our Corporate and Other segment for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
Current wording
*Total Segment Results.*The following presents the financial results of our Corporate and Other segment for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Previous wording
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 nine months ended September 30, 2025, as compared to the prior year periods, primarily as a result of increased employment expenses.
Current wording
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 months ended March 31, 2026, as compared to the 2025 period, primarily as a result of an increase in employment expenses.
Previous wording
Preopening costs during the three and nine months ended September 30, 2025 primarily include costs associated with Category 10 Las Vegas, which is expected to open in late 2026. Preopening costs during the three months ended September 30, 2024 primarily include costs associated with Category 10 Nashville, which opened in November 2024. Preopening costs during the nine months ended September 30, 2024 primarily include costs associated with Category 10 Nashville and Ole Red Las Vegas, which opened in January 2024.
Current wording
Preopening costs during the three months ended March 31, 2026 include costs associated with Category 10 Las Vegas, which is expected to open in late 2026.
Previous wording
The following table summarizes the other factors which affected our net income for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
Current wording
The following table summarizes the other factors which affected our net income for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Previous wording
The following presents interest expense associated with our outstanding borrowings, including the impact of interest rate swaps, for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
Current wording
The following presents interest expense associated with our outstanding borrowings, including the impact of interest rate swaps, for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Previous wording
Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the impact of interest rate swaps, was 6.5% and 6.5% for the three months ended September 30, 2025 and 2024, respectively, and 6.5% and 6.8% for the nine months ended September 30, 2025 and 2024, respectively.
Current wording
Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the impact of interest rate swaps, was 6.4% for each of the three months ended March 31, 2026 and 2025, respectively.
Previous wording
Interest income for the three and nine months ended September 30, 2025 and 2024 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 7, “Notes Receivable,” to the accompanying condensed consolidated financial statements included herein for additional discussion of interest income on these bonds.
Current wording
Interest income for the three months ended March 31, 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.
Previous wording
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 $0.4 million and $2.9 million in the three and nine months ended September 30, 2025, respectively.
Current wording
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 three months ended March 31, 2026.
Previous wording
Other gains and (losses), net for the three and nine months ended September 30, 2025 and 2024 includes the receipt of $3.3 million and $3.2 million, respectively, from a fund associated with the Gaylord National bonds to reimburse us for certain marketing and maintenance expenses.
Current wording
Other gains and (losses), net for the three months ended March 31, 2026 and 2025 includes miscellaneous items.
Previous wording
income tax provision of $8.4 million and $13.7 million, respectively, related to our TRSs. The change in the income tax provision for the 2025 periods, as compared to the 2024 periods, relates to changes in income at our TRSs.
Current wording
For the three months ended March 31, 2026 and 2025, we recorded an income tax provision of $6.9 million and $4.2 million, respectively, related to our TRSs. The change in the income tax provision for the 2026 period, as compared to the 2025 period, relates to changes in income at our TRSs.
Showing the first 40 of 72 pairs. Open the source sections for the rest.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
During the three months ended March 31, 2025, our net cash flows provided by operating activities were $98.2 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of $136.0 million, partially offset by unfavorable changes in working capital of $37.8 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 payment of accrued compensation, property taxes and interest. These unfavorable changes in working capital were partially offset by an increase in advanced room deposits on future hotel stays and advanced ticket purchases at our OEG venues.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
from 0.40% to 1.00%, with each option dependent upon our funded debt to total asset value ratio (as defined in the Credit Agreement). Principal is payable in full at maturity.
Current report — wording carried from elsewhere
For purposes of the Revolver, each of Term SOFR and Daily Simple SOFR are subject to a floor of 0.00%.
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (7)
Previous report — wording carried elsewhere
108,000 square feet of premium, carpeted meeting space; the construction of a sports bar, event lawn and pavilion; and the renovation of multiple ballrooms and pre-function space.
Previous report — wording carried elsewhere
Our $35.1 million decrease in net income for the nine months ended September 30, 2025, as compared to the same period in 2024, 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:
Previous report — wording carried elsewhere
Important factors and trends contributing to our performance during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, were:
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
During the nine months ended September 30, 2024, our net cash flows provided by operating activities were $409.9 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of $411.9 million, partially offset by unfavorable changes in working capital of $2.0 million.
Previous report — wording carried elsewhere
We anticipate investing in our operations during the remainder of 2025 by spending between approximately $125 million and $175 million in capital expenditures, which includes projects at Gaylord Opryland for the development of a sports bar, pavilion and event lawn, and a meeting space expansion; a rooms renovation at Gaylord Texan; the preparation for a rooms renovation at JW Marriott Hill Country; and ongoing maintenance capital for each of our current
Previous report — wording carried elsewhere
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 the Block 21 CMBS Loan (as defined below) in full, which releases the borrower thereunder from the $127.9 million amount outstanding under the Block 21 CMBS Loan. As amended by the Second Amendment, the OEG Credit