Ryman Hospitality Properties, Inc. Announces Closing of Common Stock Offering and Full Exercise of Underwriters’ Over-Allotment Option

Rhea-AI Summary

Ryman Hospitality Properties (NYSE: RHP) closed its previously announced underwritten public offering of 5,865,000 common shares at $117.00 per share, including 765,000 shares from the underwriters’ fully exercised over-allotment option. The company reports net proceeds of approximately $658 million after underwriting discounts, commissions and estimated expenses. Ryman expects to contribute these proceeds to RHP Hotel Properties, LP, which intends to use them to fund a portion of the approximately $1.38 billion purchase price and related fees for the pending acquisition of the JW Marriott Orlando Grande Lakes Resort and The Ritz-Carlton Orlando, Grande Lakes. The remaining purchase price is expected to be funded with cash on hand and about $689 million of net proceeds from a recently priced $700 million private placement of 6.250% senior notes due 2035, anticipated to close on August 25, 2026, subject to customary conditions. If the acquisition is not completed, equity proceeds would be used for general corporate purposes and the notes would be redeemed under a special mandatory redemption provision.

Positive

• Common stock offering closed with approximately $658 million in net proceeds
• 5,865,000 new shares successfully sold at $117 per share, including full over-allotment
• Acquisition financing plan combines $658 million equity and expected $689 million net senior notes proceeds toward $1.38 billion purchase

Negative

• Equity offering issues 5,865,000 additional shares, creating share dilution for existing stockholders

News Explained

Ryman Hospitality Properties completed the offering of $658 million of net proceeds from 5,865,000 common shares; because an underwritten offering sells securities from the issuer, the added shares increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.

Market Context

RHP’s S-3ASR shelf became effective on August 10, 2026 and has been used twice. That platform record...

Analysis

RHP’s S-3ASR shelf became effective on August 10, 2026 and has been used twice. That platform record frames this closing as executed financing, while dilution and acquisition completion remain key risks to watch.

Key Figures

Shares Offered: 5,865,000 shares Offering Price: $117.00 per share Over-Allotment Exercise: 765,000 shares +5 more

8 metrics

Shares Offered 5,865,000 shares Common stock offering closing

Offering Price $117.00 per share Public offering

Over-Allotment Exercise 765,000 shares Underwriters' option exercised in full

Net Proceeds Approximately $658 million After underwriting discounts, commissions and expenses

Acquisition Price Approximately $1.38 billion Grande Lakes Acquisition

Senior Notes $700 million at 6.250% Senior notes due 2035

Private Placement Net Proceeds Approximately $689 million After discounts, commissions and estimated expenses

Private Placement Closing August 25, 2026 Subject to customary closing conditions

Previous Offering Reports

4 past events · Latest: Aug 11 (Negative)

Same Type Pattern 4 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 11	Senior notes offering	Negative	+1.8%	Proposed debt financing for the Grande Lakes acquisition
Aug 10	Common stock offering	Negative	+1.8%	Priced 5,100,000-share registered offering at $117 per share
Aug 10	Common stock offering	Negative	-0.7%	Launched 5,100,000-share offering to fund acquisition costs
Feb 25	Senior notes offering	Negative	-1.5%	Proposed $700 million notes offering to refinance debt

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Offering-related news produced mixed reactions, with two positive and two negative historical 24-hour price responses.

Key Terms

over-allotment option, private placement, special mandatory redemption, shelf registration statement, +1 more

5 terms

over-allotment option financial

"exercise in full of the underwriters’ option to purchase additional shares"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

private placement financial

"the Issuers’ recently announced private placement of $700 million aggregate principal amount"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

special mandatory redemption financial

"the Notes will be redeemed in accordance with a special mandatory redemption"

A special mandatory redemption is a contractual obligation that forces a company to repay certain debt or preferred shares early when a specific trigger event occurs (for example, a change in tax law, regulatory change, or sale). For investors it matters because it ends the expected income stream and returns principal at a pre-set price, potentially altering returns, tax outcomes and a company’s cash needs — like a lender calling a loan back when rules change.

shelf registration statement regulatory

"The Offering was conducted pursuant to the Company’s shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"shelf registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NASHVILLE, Tenn., Aug. 12, 2026 (GLOBE NEWSWIRE) -- Ryman Hospitality Properties, Inc. (NYSE: RHP) (the “Company”) today announced the closing of its previously announced underwritten registered public offering of 5,865,000 shares of its common stock, par value $0.01 per share, at a price to the public of $117.00 per share (the “Offering”). The shares sold in the Offering included 765,000 shares sold following the August 11, 2026 exercise in full of the underwriters’ option to purchase additional shares of common stock, which were delivered at the time of the closing of the Offering.

As a result, the Company received aggregate net proceeds from the sale of the common stock of approximately $658 million, after deducting underwriting discounts and commissions and other estimated expenses of the Offering payable by the Company. The Company expects to contribute the net proceeds of the Offering to RHP Hotel Properties, LP (the “Operating Partnership”). The Operating Partnership subsequently intends to use all of the net proceeds of the Offering to fund a portion of the approximately $1.38 billion purchase price for the previously announced pending acquisition of the JW Marriott Orlando Grande Lakes Resort and The Ritz-Carlton Orlando, Grande Lakes located in Orlando, Florida (the “Grande Lakes Acquisition”) and to pay related fees and expenses of the Grande Lakes Acquisition.

The balance of the purchase price of the Grande Lakes Acquisition will be funded with a combination of cash on hand and the net proceeds the Operating Partnership and RHP Finance Corporation (collectively, the “Issuers”) receive upon consummation of the Issuers’ recently announced private placement of $700 million aggregate principal amount of the 6.250% senior notes due 2035 (the “Notes”), which the Issuers priced on August 11, 2026 (the “Private Placement”). The aggregate net proceeds from the Private Placement are expected to be approximately $689 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. Subject to customary closing conditions, the Private Placement is expected to close on August 25, 2026. If the Grande Lakes Acquisition is not consummated, the Company will use the net proceeds of the Offering for general corporate purposes, and the Notes will be redeemed in accordance with a special mandatory redemption at a redemption price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest, if any, up to, but excluding, the special mandatory redemption date.

BofA Securities, J.P. Morgan, Morgan Stanley and Wells Fargo Securities acted as joint book-running managers for the Offering, and Deutsche Bank Securities, BTIG, Credit Agricole CIB, Scotiabank, SMBC Nikko and Raymond James acted as bookrunners for the Offering.

The Offering was conducted pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-298164), which automatically became effective upon filing with the U.S. Securities and Exchange Commission (the “SEC”) on August 10, 2026. The Offering was made solely by means of a prospectus supplement and an accompanying base prospectus. The final prospectus supplement and accompanying base prospectus were filed with the SEC and are available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying base prospectus relating to, and describing the terms of, the Offering may also be obtained from (1) BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attention: Prospectus Department or by email at dg.prospectus_requests@bofa.com; (2) J.P. Morgan Securities LLC, c/o: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com, (3) Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or (4) Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy any securities, nor shall there be any offer, solicitation or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Ryman Hospitality Properties, Inc.

Ryman Hospitality Properties, Inc. (NYSE: RHP) is a leading lodging and hospitality real estate investment trust that specializes in group-oriented, upscale convention center resorts and entertainment experiences. The Company’s holdings include Gaylord Opryland Resort & Convention Center; Gaylord Palms Resort & Convention Center; Gaylord Texan Resort & Convention Center; Gaylord National Resort & Convention Center; and Gaylord Rockies Resort & Convention Center, five of the top seven largest non-gaming convention center hotels in the United States based on total indoor meeting space. The Company also owns JW Marriott Phoenix Desert Ridge Resort & Spa and JW Marriott San Antonio Hill Country Resort & Spa as well as two ancillary hotels adjacent to our Gaylord Hotels properties. The Company’s hotel portfolio is managed by Marriott International and includes a combined total of 12,364 rooms as well as more than 3 million square feet of total indoor and outdoor meeting space in top convention and leisure destinations across the country. The Company also owns an approximate 70% controlling ownership interest in Opry Entertainment Group (OEG), which is composed of entities owning a growing collection of iconic and emerging country music brands, including the Grand Ole Opry; Ryman Auditorium; WSM 650 AM; Ole Red; Category 10; Nashville-area attractions; and Block 21, a mixed-use entertainment, lodging, office and retail complex, including the W Austin Hotel and the ACL Live at the Moody Theater, located in downtown Austin, Texas. OEG manages select outdoor live music venues, including Ascend Federal Credit Union Amphitheater in Nashville and CCNB Amphitheatre in Simpsonville, South Carolina. OEG also owns a majority interest in Southern Entertainment, a leading festival and events business. The Company operates OEG as its Entertainment segment in a taxable REIT subsidiary, and its results are consolidated in the Company’s financial results.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements as to the Company’s beliefs and expectations of the outcome of future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Examples of these statements include, but are not limited to, statements regarding the pending Grande Lakes Acquisition and the intended use of the net proceeds of the Offering and the Private Placement by the Company. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include the risks and uncertainties associated with the pending Grande Lakes Acquisition and the Private Placement including, but not limited to, the occurrence of any event, change or other circumstance that could delay the closing of the Grande Lakes Acquisition or the Private Placement, or result in the termination of the Private Placement or the transaction agreement for the Grande Lakes Acquisition; and adverse effects on the Company’s common stock because of the failure to complete the Grande Lakes Acquisition or the Private Placement. Other factors that could cause actual results to differ from the Company’s beliefs and expectations are described in the filings made from time to time by the Company with the U.S. Securities and Exchange Commission and include the risk factors and other risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026, and subsequent filings, including the Current Report on Form 8-K filed on August 10, 2026. Except as required by law, the Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.

Investor Relations Contacts:	Media Contact:
Mark Fioravanti, President and Chief Executive Officer	Shannon Sullivan, Vice President Corporate and Brand Communications
Ryman Hospitality Properties, Inc.	Ryman Hospitality Properties, Inc.
(615) 316-6588	(615) 316-6725
mfioravanti@rymanhp.com	ssullivan@rymanhp.com
~or~
Jennifer Hutcheson, Chief Financial Officer
Ryman Hospitality Properties, Inc.
(615) 316-6320
jhutcheson@rymanhp.com
~or~
Sarah Martin, Vice President, Investor Relations
Ryman Hospitality Properties, Inc.
(615) 316-6011
sarah.martin@rymanhp.com

FAQ

What did Ryman Hospitality Properties (RHP) announce about its August 2026 common stock offering?

Ryman Hospitality Properties announced the closing of an underwritten public offering of 5,865,000 common shares at $117.00 per share. According to the company, the transaction generated approximately $658 million in net proceeds after underwriting discounts, commissions and estimated expenses.

How will Ryman Hospitality Properties (RHP) use the $658 million equity proceeds from the August 2026 offering?

Ryman Hospitality Properties expects to contribute the net proceeds to RHP Hotel Properties, LP to help fund the pending $1.38 billion Grande Lakes Acquisition. According to the company, funds will cover part of the purchase price and related fees and expenses for the Orlando resorts.

What is the relationship between Ryman Hospitality Properties’ (RHP) stock offering and the Grande Lakes Acquisition?

The stock offering provides part of the financing for the approximately $1.38 billion purchase of the JW Marriott and Ritz-Carlton Orlando Grande Lakes resorts. According to the company, equity proceeds, cash on hand and net proceeds from new senior notes will together fund the transaction.

What details did Ryman Hospitality Properties (RHP) disclose about the $700 million senior notes due 2035?

Ryman’s operating partnership and RHP Finance Corporation priced $700 million of 6.250% senior notes due 2035 in a private placement. According to the company, expected net proceeds are about $689 million, with closing targeted for August 25, 2026, subject to customary conditions.

What happens if the Grande Lakes Acquisition does not close for Ryman Hospitality Properties (RHP)?

If the Grande Lakes Acquisition is not consummated, Ryman plans to use the equity proceeds for general corporate purposes. According to the company, the senior notes would be redeemed under a special mandatory redemption at 100% of issue price plus accrued interest.

How many new shares did Ryman Hospitality Properties (RHP) issue, and was the over-allotment option exercised?

Ryman Hospitality Properties issued 5,865,000 new common shares, which includes 765,000 shares sold through the underwriters’ fully exercised over-allotment option. According to the company, these additional shares were delivered at the time of the offering’s closing.