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Ryman Hospitality Properties, Inc.

For the period ended Sep 30, 2026. Filed Nov 3, 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.

Sep 30, 2026 · Filed Nov 3, 2026

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 meetings-focused resorts that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels, JW Marriott, and Ritz-Carlton 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”). Two of the JW Marriott resorts include 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). In addition, on September 1, 2026, the Company acquired the Grande Lakes Orlando Resort (“Grande Lakes Orlando”), which includes both a JW Marriott hotel and a Ritz-Carlton hotel (see Note 3, “Grande Lakes Orlando Transaction”). 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 and Las Vegas, Nevada in October 2026, with an additional location expected to open at Universal Orlando Resort’s CityWalk in mid-2028; Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”); and a majority and controlling equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company. In addition, in January 2026, OEG began managing the Ascend Amphitheater in downtown Nashville, Tennessee and, in February 2026, began managing the CCNB Amphitheatre outside of Greenville, South Carolina.

The Company consolidates the assets, liabilities and results of operations of OEG in the accompanying condensed consolidated financial statements. The portion of OEG that the Company does not own is recorded as noncontrolling interest in Opry Entertainment Group, which is classified as mezzanine equity in the accompanying condensed consolidated balance sheets, and any adjustment necessary to reflect the noncontrolling interest at its redemption value is shown in the accompanying condensed consolidated statements of equity and noncontrolling interest. See Note 5, “Income Per Share,” for further disclosure.

The condensed consolidated financial statements include the accounts of Ryman and its subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from this report pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim periods have been included. All adjustments are of a normal, recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year because of seasonal and short-term variations.

Newly Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, “Expense Disaggregation Disclosures,” requiring public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement line items, including employee compensation, purchases of inventory, depreciation, intangible asset amortization and depletion for each income statement line item that includes those expenses. The guidance is applied prospectively, but with the option to apply retrospectively, and will be effective for the Company for fiscal year 2027. The Company is currently evaluating the impact of this ASU but does not anticipate this adoption to have a material impact on the Company’s financial statements.

In December 2025, the FASB issued ASU No. 2025-11, “Interim Reporting – Narrow-Scope Improvements,” which is intended to improve the navigability of previous guidance and clarify when that guidance is applicable. Among other items, it establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure guidance. The guidance may be applied retrospectively or prospectively and will be effective for the Company for interim periods beginning in fiscal year 2028. The Company is currently evaluating the impact of this ASU but does not anticipate this adoption to have a material impact on the Company’s financial statements.

2. JW MARRIOTT DESERT RIDGE TRANSACTION:

On June 10, 2025, the Company purchased JW Marriott Desert Ridge for approximately $865 million. The Company funded the purchase price with a portion of the approximately$275.5 million in net proceeds of an underwritten registered public offering of approximately 3.0 million shares of the Company’s common stock and approximately$614 million in net proceeds of a private placement of$625 million aggregate principal amount of 6.50% senior notes due 2033. JW Marriott Desert Ridge assets are reflected in the Company’s Hospitality segment beginning June 10, 2025.

The Company performed a valuation of the fair value of the acquired assets and liabilities as of June 10, 2025. The valuations of the various components of property and equipment were determined principally based on the cost approach, which uses assumptions regarding replacement values from established indices. The valuation of intangible assets was based on various methods to evaluate the value of a below market ground lease and the values of advanced bookings previously received for the hotel. The Company considers each of these estimates as Level 3 fair value measurements.

The Company determined that the acquisition represents an asset acquisition and has capitalized transaction costs and allocated the purchase price to the relative fair values of assets acquired and liabilities assumed, adjusted for working capital adjustments as set forth in the purchase agreement and transaction costs, in the Company’s balance sheet at June 10, 2025 as follows (amounts in thousands):

​​​​
Property and equipment​$747,377
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

3. GRANDE LAKES ORLANDO TRANSACTION:

On September 1, 2026, the Company purchased Grande Lakes Orlando for approximately $1.38 billion. The 409-acre complex includestwo hotels, a 1,010-room JW Marriott and a 582-room Ritz-Carlton, and approximately 320,000 square feet of indoor and outdoor meeting and event space. The resort’s amenities include a 40,000-square-foot spa and fitness center,14 food and beverage outlets, a water experience, and an 18-hole golf course. The Company funded the purchase price with approximately$659.2 million in net proceeds of an underwritten registered public offering of approximately 5.9 million shares of the Company’s common stock (see Note 13, “Equity”), approximately$689 million in net proceeds of a private placement of$700 million aggregate principal amount of 6.25% senior notes due 2035 (see Note 8, “Debt”), and cash on hand. Grande Lakes Orlando assets and operations are reflected in the Company’s Hospitality segment beginning September 1, 2026.

The Company performed a valuation of the fair value of the acquired assets and liabilities as of September 1, 2026. 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 values of advanced bookings previously received for the hotels. 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 September 1, 2026 as follows (amounts in thousands):

​​​​
Property and equipment​$1,347,592
Cash and cash equivalents - unrestricted​34,049
Cash and cash equivalents - restricted​​16,350
Trade receivables​16,325
Prepaid expenses and other assets​4,224
Intangible assets​31,049
Total assets acquired​​1,449,589
Accounts payable and accrued liabilities​​(51,190)
Total liabilities assumed​​(51,190)
Net assets acquired​$1,398,399
  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,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Hotel group rooms​$142,985​$127,953​$475,634​$418,149
Hotel transient rooms​76,424​67,274​199,899167,210
Hotel food and beverage - banquets​182,328​154,301​610,520515,834
Hotel food and beverage - outlets​87,950​79,373​245,542221,494
Hotel other​73,125​71,968​221,570192,123
Entertainment admissions/ticketing​30,223​​34,039​112,193​​125,016
Entertainment food and beverage​37,212​​33,481​121,034​​114,353
Entertainment retail and other​25,554​​24,069​82,959​​85,074
Total revenues​$655,801​$592,458$2,069,351$1,839,253

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

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · September 30, · ​ · September 30,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Gaylord Opryland$124,963​$110,078$378,532​$336,721
Gaylord Palms​69,736​66,745​255,873​228,251
Gaylord Texan​80,261​74,082​245,891​242,953
Gaylord National​82,900​78,098​247,549​242,340
Gaylord Rockies​​86,102​​77,951​​243,086​​230,621
JW Marriott Hill Country​​50,585​​51,615​​166,642​​173,464
JW Marriott Desert Ridge​​39,071​​36,118​​173,588​​41,467
Grande Lakes Orlando​​21,991​​—​​21,991​​—
AC Hotel​3,114​2,880​9,670​9,140
Inn at Opryland and other​4,089​3,302​10,343​9,853
Total Hospitality segment revenues​$562,812​$500,869​$1,753,165​$1,514,810

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, 2026 and December 31, 2025, the Company had $289.1 million and $220.6 million, respectively, in deferred revenues, which are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. Of the amount outstanding at December 31, 2025, approximately $161.9 million was recognized in revenue during the nine months ended September 30, 2026.

5**. 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, · ​
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​
Numerator:​​​​​​​​​​​​​
Net income available to common stockholders​$40,208​$34,886​$203,433​$169,600​
Net income attributable to noncontrolling interest in OEG​54​987​3,516​​3,792​
Net income available to common stockholders - if-converted method​$40,262​$35,873​$206,949​$173,392​
​​​​​​​​​​
Denominator:​​​​​​​​​​​​​
Weighted average shares outstanding - basic​​66,307​​63,000​​64,160​​61,435​
Effect of dilutive equity-based compensation​​250​​166​​208​​184​
Effect of dilutive put rights​3,460​​4,169​4,543​3,844​
Weighted average shares outstanding - diluted​70,017​67,335​68,911​65,463​
​​​​​​​​​​​​​​
Basic income per share available to common stockholders​$0.61​$0.55​$3.17​$2.76​
Diluted income per share available to common stockholders​$0.58​$0.53​$3.00​$2.65​

As more fully discussed in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, although currently not exercisable, the minority investor of OEG has certain put rights (the “OEG Put Rights”) to require the Company to purchase the minority investor’s equity interest in OEG, which the Company may pay in cash or Company stock at the Company’s option. The Company calculated potential dilution for the OEG Put Rights based on the if-converted method, which assumes the OEG Put Rights were

converted on the first day of the period or the date of issuance and the minority investor’s noncontrolling equity interest was redeemed in exchange for shares of the Company’s common stock.

The operating partnership units (“OP Units”) held by the noncontrolling interest holders in RHP Hotel Properties, LP (the “Operating Partnership”) have been excluded from the denominator of the diluted income per share calculation for the three and nine months ended September 30, 2026 and 2025 as there would be no effect on the calculation of diluted income per share because the income or loss attributable to the OP Units held by the noncontrolling interest holders would also be added or subtracted to derive net income available to common stockholders.

  1. PROPERTY AND EQUIPMENT:

Property and equipment at September 30, 2026 and December 31, 2025 is summarized as follows (in thousands):

​​​​​​​
​ · ​ · September 30, · ​ · December 31,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Land and land improvements​$928,085​$731,497
Buildings​6,393,053​5,258,989
Furniture, fixtures and equipment​1,789,956​1,516,736
Right-of-use finance lease assets​​1,983​​1,841
Construction-in-progress​267,003​185,275
​​9,380,080​7,694,338
Accumulated depreciation and amortization​(2,913,664)​(2,723,909)
Property and equipment, net​$6,466,416​$4,970,429
  1. NOTES RECEIVABLE:

As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, in connection with the development of Gaylord National, the Company holds two issuances of governmental bonds (“Series A bond” and “Series B bond”) with a total carrying value and approximate fair value of $47.9 million and $53.5 million at September 30, 2026 and December 31, 2025, respectively, net of credit loss reserve of $38.0 million at each of September 30, 2026 and December 31, 2025. The Company receives debt service and principal payments thereon, payable from property tax increments, hotel taxes and special hotel rental taxes generated from Gaylord National through the maturity dates of July 1, 2034 and September 1, 2037, respectively. Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected. During the periods presented, the Company has accrued interest only on the Series A bond.

The Company has the intent and ability to hold these bonds to maturity. The Company’s quarterly assessment of credit losses considers the estimate of projected tax revenues that will service the bonds over their remaining terms. These tax revenue projections are updated each quarter to reflect updated industry projections as to future anticipated operations of the hotel. As a result of previously 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, 2026 and 2025, the Company recorded interest income of $0.9 million and $1.0 million, respectively, and during the nine months ended September 30, 2026 and 2025, the Company recorded interest income of $3.0 million and $3.3 million, respectively, on these bonds. The Company received payments of $8.8 million during each of the nine months ended September 30, 2026 and 2025 relating to these notes receivable.

  1. DEBT:

The Company’s debt and finance lease obligations at September 30, 2026 and December 31, 2025 consisted of (in thousands):

​​​​​​​
​ · ​ · September 30, · ​ · December 31,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
$850M Revolving Credit Facility, interest at SOFR plus 1.50%, maturing January 28, 2030​$—​$—
Term Loan B, interest at SOFR plus 1.75%, maturing May 18, 2030​287,655​289,856
Senior Notes, interest at 4.75%, maturing October 15, 2027​—​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​625,000
Senior Notes, interest at 5.75%, maturing March 15, 2034​700,000​—
Senior Notes, interest at 6.25%, maturing February 15, 2035​​700,000​​—
$80M OEG Revolver, interest at SOFR plus 3.50%, maturing June 28, 2029​—​—
OEG Term Loan, interest at SOFR plus 3.50%, maturing June 28, 2031​422,040​425,270
Finance lease obligations​​468​​596
Unamortized deferred financing costs​​(65,145)​​(52,282)
Unamortized discounts and premiums, net​​(10,710)​​(11,527)
Total debt​$4,659,308​$3,976,913

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, 2026, there were no defaults under the covenants related to the Company’s outstanding debt.

$850* Million Revolving Credit Facility*

On January 28, 2026, the Company entered into an Amendment No. 1 to Credit Agreement (the “First Amendment”), which amended the Company’s existing credit agreement to, among other things, increase the maximum borrowing capacity under the Company’s revolving credit facility (the “Revolver”) from $700.0 million to $850.0 million, remove the “SOFR Adjustment” applicable to borrowings under the Revolver, extend the maturity date of the Revolver to January 28, 2030 and modify certain financial covenants applicable to the Revolver.

$700* Million5.75% Senior Notes due 2034*

On March 11, 2026, the Operating Partnership and RHP Finance Corporation (collectively, the “issuing subsidiaries”) completed the private placement of $700.0 million in aggregate principal amount of 5.75% senior notes due 2034 (the “$700 Million 5.75% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement.

The $700 Million 5.75% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $700 Million 5.75% Senior Notes have a maturity date of March 15, 2034 and bear interest at 5.75% per annum, payable semi-annually in cash in arrears on March 15 and September 15 each year. The $700 Million 5.75% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including each of the Company’s existing senior notes, and senior in right of payment to future subordinated indebtedness, if any.

The $700 Million 5.75% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness, including the Operating Partnership’s existing credit facility, to the extent of the value of the assets securing such

indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $700 Million 5.75% Senior Notes. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $700 Million 5.75% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $700 Million 5.75% Senior Notes.

The net proceeds from the issuance of the$700 Million 5.75% Senior Notes totaled approximately$687 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The Company used these net proceeds, together with cash on hand, to redeem in full the Company’s former$700 million in aggregate principal amount of 4.75% senior notes originally due 2027.

The$700 Million 5.75% Senior Notes are redeemable before March 15, 2029, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The$700 Million 5.75% Senior Notes will be redeemable, in whole or in part, at any time on or after March 15, 2029 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 102.875%,101.438%, and 100.000% beginning on March 15 of 2029, 2030, and 2031, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

$700* Million6.25% Senior Notes due 2035*

On August 25, 2026, the Operating Partnership and RHP Finance Corporation completed the private placement of $700.0 million in aggregate principal amount of 6.25% senior notes due 2035 (the “$700 Million 6.25% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement.

The $700 Million 6.25% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $700 Million 6.25% Senior Notes have a maturity date of February 15, 2035 and bear interest at 6.25% per annum, payable semi-annually in cash in arrears on February 15 and August 15 each year, beginning on February 15, 2027. The $700 Million 6.25% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including each of the Company’s existing senior notes, and senior in right of payment to future subordinated indebtedness, if any.

The $700 Million 6.25% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness, including the Operating Partnership’s existing credit facility, to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $700 Million 6.25% Senior Notes. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $700 Million 6.25% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $700 Million 6.25% Senior Notes.

The net proceeds from the issuance of the$700 Million 6.25% Senior Notes totaled approximately$689 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 Grande Lakes Orlando discussed in Note 3.

The$700 Million 6.25% Senior Notes are redeemable before August 15, 2029, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The$700 Million 6.25% Senior Notes will be redeemable, in whole or in part, at any time on or after August 15, 2029 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.125%,101.563%, and 100.000% beginning on August 15 of 2029, 2030, and 2031, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

  1. LEASES:

The Company’s lease costs for the three and nine months ended September 30, 2026 and 2025 are as follows (in thousands):

​​​​​​​​​​​​​
​ · Three Months Ended · ​ · Nine Months Ended · ​
​ · September 30, · ​ · September 30, · ​
​ · 2026 · ​ · 2025 · ​ · 2026 · ​ · 2025 · ​
Operating lease cost$6,627​$5,256​$17,891​$15,304​
Finance lease cost:​​​​​​​​​​​​
Amortization of right-of-use assets138​149​​369​247​
Interest on lease liabilities8​14​​26​22​
Net lease cost$6,773​$5,419​$18,286​$15,573​

Future minimum lease payments under non-cancelable leases at September 30, 2026 are as follows (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ ​ ​ · Operating · ​ ​ ​ · Finance
​ · ​ · Leases · ​ · Leases
Year 1​$14,927​$297
Year 2​15,296​163
Year 3​14,191​38
Year 4​13,928​—
Year 5​11,919​—
Years thereafter​614,363​—
Total future minimum lease payments​684,624​498
Less amount representing interest​(520,930)​​(30)
Total present value of minimum payments​$163,694​$468

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

​​​
Weighted-average remaining lease term:​​
Operating leases38.7years
Finance leases1.8years
Weighted-average discount rate:​​
Operating leases7.3%
Finance leases6.0%
  1. STOCK PLANS:

During the nine months ended September 30, 2026, the Company granted 0.2 million restricted stock units with a weighted-average grant date fair value of $102.02 per unit. There were 0.5 million restricted stock units outstanding at each of September 30, 2026 and December 31, 2025.

Compensation expense for the Company’s equity-based compensation plans was $4.1 million and $3.7 million for the three months ended September 30, 2026 and 2025, respectively, and $11.7 million and $10.8 million for the nine months ended September 30, 2026 and 2025, 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, 2026 and 2025, the Company recorded an income tax benefit of $6.4 million and $3.6 million, respectively, related to its TRSs. For the nine months ended September 30, 2026 and 2025, the Company recorded an income tax provision of $12.5 million and $8.4 million, respectively, related to its TRSs.

At September 30, 2026 and December 31, 2025, the Company hadno unrecognized tax benefits.

  1. COMMITMENTS AND CONTINGENCIES:

On April 9, 2024, the Company received service of process in a lawsuit naming the Company and a subsidiary as co-defendants with Marriott, as the manager, and multiple contractors in a personal injury lawsuit filed by individual plaintiffs in Colorado state court. The lawsuit relates to a May 2023 incident at the Gaylord Rockies indoor pool amenity involving the collapse of HVAC equipment. The complaint as amended requested an unspecified amount of damages related to alleged injuries to three guests and related claims by their families.

In October 2026, the insurance carriers representing the defendants reached a confidential settlement with one of the injured guests and the guest’s family. This settlement will resolve all claims of this plaintiff. The applicable settlement payment will be funded directly by the insurance companies under the policies maintained by Marriott and the contractors. The Company has no payment obligation and will not recognize a charge related to this settlement.

The discovery phase of the litigation remains ongoing at this time with respect to the claims by the remaining plaintiffs. The Company cannot predict its likely outcome or estimate the range of possible loss but does not believe that the outcome will have a material impact on the Company’s financial position. The Company intends to vigorously defend the lawsuit and believes it has strong defenses.

The Company has entered into employment agreements with certain officers, which provide for severance payments upon certain events, including certain terminations in connection with a change of control.

In addition, the Company, in the ordinary course of business, is involved in certain legal actions and claims on a variety of matters. It is the opinion of management that such contingencies will not have a material effect on the financial statements of the Company.

  1. EQUITY:

Equity Offering

In August 2026, the Company completed an underwritten public offering of approximately 5.9 million shares of its common stock, par value $0.01 per share, at a price to the public of $117.00 per share. Net proceeds to the Company, after deducting underwriter discounts and commissions and other expenses paid by the Company, were approximately $659.2 million. The Company used these proceeds to fund a portion of the purchase price to acquire Grande Lakes Orlando as discussed in Note 3.

Dividends

On February 23, 2026, the Company’s board of directors declared the Company’s first quarter 2026 cash dividend in the amount of $1.20 per share of common stock, or an aggregate of approximately $76.2 million in cash, which was paid on April 15, 2026 to stockholders of record as of the close of business on March 31, 2026.

On May 7, 2026, the Company’s board of directors declared the Company’s second quarter 2026 cash dividend in the amount of $1.20 per share of common stock, or an aggregate of approximately $76.2 million in cash, which was paid on July 15, 2026 to stockholders of record as of the close of business on June 30, 2026.

On September 15, 2026, the Company’s board of directors declared the Company’s third quarter 2026 cash dividend in the amount of $1.20 per share of common stock, or an aggregate of approximately $83.3 million in cash, which was paid on October 15, 2026 to stockholders of record as of the close of business on September 30, 2026.

Noncontrolling Interest in the Operating Partnership

The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP Units held by the noncontrolling limited partners are redeemable for cash, or if the Company so elects, in shares of the Company’s common stock on aone-for-one basis, subject to certain adjustments. At September 30, 2026,0.4 million outstanding OP Units, or 0.6% of the outstanding OP Units, were held by the noncontrolling limited partners and are included as a component of equity in the accompanying condensed consolidated balance sheets. The Company owns, directly or indirectly, the remaining 99.4% of the outstanding OP Units.

  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, 2026 and December 31, 2025, were as follows (in thousands):

​​​​​​​​​​​​​
​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · Markets for · ​ ​ ​ · Observable · ​ ​ ​ · Unobservable
​ · ​ · September 30, · ​ · Identical Assets · ​ · Inputs · ​ · Inputs
​ · ​ · 2026 · ​ · (Level 1) · ​ · (Level 2) · ​ · (Level 3)
Deferred compensation plan investments​$47,986​$47,986​$—​$—
Variable to fixed interest rate swaps​​7,046​​—​​7,046​​—
Total assets measured at fair value​$55,032​$47,986​$7,046​$—
​​​​​​​​​​​​​
​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · Markets for · ​ ​ ​ · Observable · ​ ​ ​ · Unobservable
​ · ​ · December 31, · ​ · Identical Assets · ​ · Inputs · ​ · Inputs
​ · ​ · 2025 · ​ · (Level 1) · ​ · (Level 2) · ​ · (Level 3)
Deferred compensation plan investments​$45,034​$45,034​$—​$—
Variable to fixed interest rate swaps​​713​​—​​713​​—
Total assets measured at fair value​$45,747​$45,034​$713​$—

The fair value of notes receivable is discussed in Note 7, “Notes Receivable.” The remainder of the assets and liabilities held by the Company at September 30, 2026 are not required to be recorded at fair value, and financial assets and liabilities approximate fair value.

See Note 2, “JW Marriott Desert Ridge Transaction,” and Note 3, “Grande Lakes Orlando Transaction,” for additional disclosures related to the fair value measurements used in the accounting for the purchases of JW Marriott Desert Ridge and Grande Lakes Orlando, respectively.

  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, JW Marriott Hill Country, JW Marriott Desert Ridge (effective June 10, 2025), Grande Lakes Orlando (effective September 1, 2026), 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, Southern Entertainment, and beginning in the first quarter of 2026, the Ascend Amphitheater and the CCNB Amphitheatre; 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, 2025. 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, 2026
​ · ​ · Hospitality · ​ · Entertainment · ​ · Corporate and Other · ​ · Total
Revenues​$562,812​$92,989​$—​$655,801
Expenses:​​​​​​​​​​​​
Rooms​​54,481​​​​​​​​54,481
Food and beverage​​158,134​​​​​​​​158,134
Other hotel expenses (1)​​156,829​​​​​​​​156,829
Management fees​​19,946​​​​​​​​19,946
Employment costs​​​​​29,504​​​​​29,504
Cost of goods sold​​​​​12,627​​​​​12,627
Contract services​​​​​9,747​​​​​9,747
Non-income taxes and insurance​​​​​6,231​​​​​6,231
Preopening costs​​​​​897​​​​​897
Impairment charges​​​​​4,858​​​​​4,858
Other segment expenses (1)​​​​​12,681​​12,369​​25,050
Depreciation and amortization​​73,447​​9,460​​256​​83,163
Operating income (loss)​$99,975​$6,984​$(12,625)​$94,334
Interest expense​​(3)​​(8,261)​​(60,011)​​(68,275)
Interest income​​​​​​​​​​​5,096
Other gains and (losses), net​​​​​​​​​​​2,074
Income before income taxes​​​​​​​​​​$33,229
​​​​​​​​​​​​​
​ · ​ · 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​​​​​​​​​​​(37)
Other gains and (losses), net​​​​​​​​​​​2,168
Income before income taxes​​​​​​​​​​$30,326
​​​​​​​​​​​​​
​ · ​ · For the Nine Months Ended September 30, 2026
​ · ​ · Hospitality · ​ · Entertainment · ​ · Corporate and Other · ​ · Total
Revenues​$1,753,165​$316,186​$—​$2,069,351
Expenses:​​​​​​​​​​​​
Rooms​​157,656​​​​​​​​157,656
Food and beverage​​475,417​​​​​​​​475,417
Other hotel expenses (1)​​451,711​​​​​​​​451,711
Management fees​​63,003​​​​​​​​63,003
Employment costs​​​​​93,024​​​​​93,024
Cost of goods sold​​​​​38,970​​​​​38,970
Contract services​​​​​43,172​​​​​43,172
Non-income taxes and insurance​​​​​24,260​​​​​24,260
Preopening costs​​​​​1,722​​​​​1,722
Impairment charges​​​​​4,858​​​​​4,858
Other segment expenses (1)​​​​​38,036​​34,899​​72,935
Depreciation and amortization​​206,673​​28,503​​772​​235,948
Operating income (loss)​$398,705​$43,641​$(35,671)​$406,675
Interest expense​​(16)​​(24,756)​​(171,497)​​(196,269)
Interest income​​​​​​​​​​​14,009
Loss on extinguishment of debt​​​​​​​​​​​(2,200)
Income from unconsolidated joint ventures​​​​​​​​​​​4
Other gains and (losses), net​​​​​​​​​​​1,453
Income before income taxes​​​​​​​​​​$223,672
​​​​​​​​​​​​​
​ · ​ · 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​​​​​​​​​​​(66)
Other gains and (losses), net​​​​​​​​​​​1,864
Income before income taxes​​​​​​​​​​$181,222
(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 – senior management salaries and benefits, legal, human resources, accounting, pension, information technology, consulting and other administrative expenses
​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​September 30,​ ​ ​December 31,
​​2026​2025
Total assets:​​​​
Hospitality​$6,484,754​$4,996,594
Entertainment​792,438​745,755
Corporate and Other​364,147​438,834
Total assets​$7,641,339​$6,181,183

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Nine Months Ended · ​
​ · ​ · September 30, · ​
​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​
Hospitality​$312,384​$229,726​
Entertainment​50,350​22,154​
Corporate and Other​126​223​
Total capital expenditures​$362,860​$252,103​
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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.