Ryman Hospitality Properties, Inc. Announces Offering of 5,100,000 Shares of Common Stock
Rhea-AI Summary
Ryman Hospitality Properties (NYSE: RHP) has commenced an underwritten registered public offering of 5,100,000 shares of common stock, with an expected 30‑day option for underwriters to buy up to 765,000 additional shares. Net proceeds are expected to be contributed to RHP Hotel Properties, LP.
The Operating Partnership intends to use all net proceeds to fund a portion of the approximately $1.38 billion purchase price and related fees for the pending acquisition of JW Marriott Orlando Grande Lakes and The Ritz-Carlton Orlando, Grande Lakes. The offering is subject to market conditions and is not contingent on completion of the acquisition.
Positive
- 5,100,000-share underwritten common stock offering with 30-day option for 765,000 more shares
- Net proceeds intended to fund part of the ~$1.38 billion Grande Lakes acquisition and related fees
Negative
- Potential shareholder dilution from issuance of up to 5,865,000 new common shares, including the underwriters’ option
- Offering size, terms and completion are uncertain and subject to market and other conditions
- If the Grande Lakes acquisition is not consummated, proceeds will be used for unspecified general corporate purposes
News Explained
Existing holders face ownership dilution if the commenced offering closes; final share count, pricing, and net proceeds remain unsettled.
Ryman Hospitality Properties has commenced an underwritten offering of 5,100,000 common shares, with an expected 30-day option for up to 765,000 more; the company expects to contribute net proceeds to its Operating Partnership for the Grande Lakes acquisition, so issued shares would increase the share count and reduce existing holders’ percentage ownership.
The offering is not contingent on the acquisition and is expected to occur before it, but it remains subject to market and other conditions, with no assurance of completion or final size or terms.
In an underwritten offering, an investment bank buys securities from the issuer and resells them, while underwriting fees reduce net proceeds below gross proceeds; the release names the participating banks as joint book-running managers or bookrunners.
The effective Form S-3 authorizes future registered sales but does not itself sell shares; the preliminary prospectus supplement is not yet the final terms document.
A final prospectus supplement would establish the offering’s final size, price, and fees, while completion of the offering remains the next specific transaction milestone; if the acquisition is not completed, the company says it will use the net proceeds for general corporate purposes.
Key Figures
Previous Offering Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Feb 25 | Senior notes offering | Negative | -1.5% | Proposed $700 million senior notes offering to refinance 2027 notes |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
The tag-specific prior offering recorded a negative 24-hour reaction, providing one comparable observation for this offering.
Key Terms
underwritten registered public offering financial
shelf registration statement regulatory
form s-3 regulatory
prospectus supplement regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
NASHVILLE, Tenn., Aug. 10, 2026 (GLOBE NEWSWIRE) -- Ryman Hospitality Properties, Inc. (NYSE: RHP) (the “Company”) today announced that it has commenced an underwritten registered public offering (the “Offering”) of 5,100,000 shares of its common stock, par value
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
BofA Securities, J.P. Morgan, Morgan Stanley and Wells Fargo Securities are acting as joint book-running managers for the Offering, and Deutsche Bank Securities, BTIG, Credit Agricole CIB, Scotiabank, SMBC Nikko and Raymond James are acting as bookrunners for the Offering. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed or as to the final size or terms of the Offering.
The Offering is being conducted pursuant to the Company’s shelf registration statement on Form S-3, which automatically became effective upon filing with the U.S. Securities and Exchange Commission (the “SEC”) on August 10, 2026. The Offering is being made solely by means of a prospectus supplement and an accompanying base prospectus. The preliminary prospectus supplement and accompanying base prospectus relating to, and describing the terms of, the Offering have been filed with the SEC and are available on the SEC's website at www.sec.gov. Copies of the preliminary 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
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 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 Offering 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 Offering, or result in the termination of the Offering 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 Offering. 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 SEC 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 |
