Ryman Hospitality Pptys Inc SEC Filings

Ryman Hospitality Properties (RHP) – SEC Form 4 filed 07/15/2025 discloses changes in the equity holdings of Executive Chairman and Director Colin V. Reed.

As a result of the company’s $1.15 per-share cash dividend paid on 07/15/2025, Reed was automatically credited with an aggregate 23,764 additional Restricted Stock Units (RSUs). The dividend-equivalent units were calculated using RHP’s 06/30/2025 NYSE closing price, in line with the terms of existing award agreements. No shares or RSUs were sold or forfeited, and there were no open-market transactions reported.

The four RSU blocks carry different vesting schedules: (i) 5,221 units vest 100% on 03/15/2026; (ii) 5,702 units vest 50% on 03/15/2026 and 50% on 03/15/2027; (iii) 5,049 units vest in 25% annual tranches beginning 03/15/2025; and (iv) 7,792 units vest in 25% annual tranches beginning 03/15/2026. All securities are held directly by the insider.

Because the filing reflects a routine, formula-driven adjustment tied to dividends rather than new grants or share disposals, the immediate market impact is neutral. Nonetheless, the incremental increase in insider ownership modestly strengthens alignment between management and shareholders.

The Bank of Nova Scotia (BNS) has filed a Free Writing Prospectus for a new six-year market-linked note: the Autocallable Strategic Accelerated Redemption Securities® Linked to the Nasdaq-100 Index® due July 2031 (the “notes”). Each note has a $10 principal amount and will be automatically called if, on any of six annual Observation Dates, the Index closes at or above its starting level. If called, investors receive the $10 principal plus a fixed Call Premium that rises over time:

• $0.75–$0.85 (7.5%–8.5%) in year 1
• $1.50–$1.70 (15%–17%) in year 2
• $2.25–$2.55 (22.5%–25.5%) in year 3
• $3.00–$3.40 (30%–34%) in year 4
• $3.75–$4.25 (37.5%–42.5%) in year 5
• $4.50–$5.10 (45%–51%) in year 6

Downside exposure: If the notes are not called and the Index ends below its Starting Value (Threshold = 100%), repayment is reduced 1-to-1 with Index losses, up to the full principal. No periodic coupons are paid.

Pricing economics: • Public offering price: $10.00 per unit (reduced to $9.95 for ≥300,000 units). • Underwriting discount: $0.20 per unit (or $0.15 on volume tier). • Hedging-related charge: $0.05 per unit. • Initial estimated value: $9.10 – $9.40, below purchase price, reflecting BNS’s internal funding rate and hedging costs.

Credit & liquidity: The notes are senior unsecured obligations of BNS, rank pari passu with other senior debt, and are not FDIC/CDIC insured. No exchange listing is planned; secondary market liquidity, if any, will depend on BofA Securities (calculation agent) and Merrill Lynch, Pierce, Fenner & Smith.

Key risks highlighted:

• Principal risk: 100% at risk if the Index declines.
• Returns capped at Call Premiums even if the Index gains exceed those levels.
• Initial value discount and bid/offer spreads may cause material secondary-market losses.
• BNS credit deterioration would directly affect note value.
• Tax treatment uncertain; complex U.S./Canadian considerations outlined.

Investor suitability: These notes may appeal to investors who expect the Nasdaq-100 to stay flat or rise modestly within six years, are willing to accept an early call and forego dividends, and can tolerate full principal loss if the Index falls.

Ryman Hospitality Properties, Inc. (RHP) – Form 4 filing, 15 Jul 2025

Director Christine Pantoya reported two derivative security entries, both involving restricted stock units (RSUs) and no open-market transactions:

• 1,283 RSUs credited on 15 Jul 2025 as an automatic dividend equivalent adjustment tied to RHP’s $1.15/share cash dividend paid the same day; these RSUs vest 100% on 8 May 2027.
• 1,214 RSUs previously granted, with vesting voluntarily deferred by the Director until 9 May 2026.

Both awards are recorded as direct ownership; following the transactions the Director beneficially owns the same number of RSUs reported (total 2,497 units). No common shares were bought or sold, and there is no indication of option exercises or dispositions. The filing is routine and does not materially affect RHP’s capital structure or insider ownership profile.

Processa Pharmaceuticals, Inc. (Nasdaq: PCSA) has filed an 8-K to update shareholders on its 2025 Annual Meeting logistics. The meeting was originally convened on June 30, 2025 but adjourned immediately when an insufficient number of shares were present to establish a quorum. Since that date, enough proxy votes have been received to reach quorum.

Key details:

• The adjourned meeting—initially set to reconvene on July 30, 2025—will now be reconvened sooner, on July 18, 2025 at 9:00 AM EDT in Hanover, MD.
• Record date remains May 1, 2025; only holders of record on that date may vote.
• Shareholders who already submitted proxies and do not wish to change their vote need take no further action; the original proxy card and proposals remain valid and unchanged.
• No financial results, strategic transactions, or new proposals were disclosed in this filing; the 8-K is limited to meeting procedure under Item 5.07.

The filing ensures compliance with SEC rules and informs investors that normal business—including election of directors and other routine annual-meeting matters—can proceed on the new date now that quorum has been achieved.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Market-Linked, Auto-Callable Notes linked to the worst performer among five large-cap equities: AFRM, MRVL, TTD, SHOP and UNH. The $1,000-denominated securities pay a contingent coupon of at least 9.35% per annum, evaluated monthly. If on a calculation day the closing price of the lowest-performing stock is ≥ 80% of its starting price, investors receive the coupon; missed coupons accrue under the memory feature and are paid once the threshold is subsequently met.

Beginning July 2026, the notes are automatically called if every underlying closes at or above its respective starting price, returning principal plus the due coupon(s). If not called, the notes mature on 1 Aug 2030 and pay back the $1,000 principal plus any final contingent coupon; investors do not participate in any appreciation of the stocks.

The preliminary estimated value is $954.90 (±$54.90), below the issue price, reflecting structuring and hedging costs. The securities will not be listed, may trade at a discount, and expose holders to Morgan Stanley credit risk. Selling concessions of up to $28.25 per note will be paid to distributors.

Form 4 filing overview – Ryman Hospitality Properties, Inc. (RHP)

Director Erin Claire Helgren reported a change in beneficial ownership effective 15-Jul-2025. The filing shows the automatic issuance of 1,283 restricted stock units (RSUs) to the director. These additional RSUs were granted under the company’s existing equity plan to adjust for the regular $1.15 per-share cash dividend paid on the same date. The RSUs carry a $0 exercise price and will vest 100 % on 08-May-2026. After the transaction, Helgren’s total derivative holdings stand at 1,283 RSUs, all held directly.

No open-market purchases or sales of common stock were reported; the transaction is purely a dividend-equivalent adjustment. Consequently, the filing does not signal any change in insider sentiment nor does it materially affect the public float, as the share amount is immaterial relative to RHP’s outstanding shares.

Schedule 13D highlights an effective change-of-control at A SPAC II Acquisition Corp. (ticker ASCBU). On 7 July 2025, Hong Kong citizen Yip Tsz Yan acquired 60.5% of the Sponsor for US$151,250 in cash and now beneficially owns 5,000,000 ordinary shares (4.9 m Class A and 0.1 m Class B), equal to ~87.9 % of the company’s outstanding equity (based on 5,587,978 Class A and 100,000 Class B shares outstanding as of 27 Mar 2025).

The Class B founder shares are automatically convertible into Class A shares on a one-for-one basis at or before the SPAC’s initial business combination. Private Placement Warrants held by the Sponsor (8,966,000 at US$11.50 strike) are not counted in the ownership calculation because they are not exercisable within 60 days.

Following the filing and mailing of a Schedule 14F-1, Ms. Yip will assume the roles of Chief Executive Officer, Chief Financial Officer and Chair of the Board. The filing states that she may explore additional share purchases, sales, business combinations, ​or governance changes as market conditions evolve.

Key takeaways for investors:

• Single investor now controls a super-majority of voting power, materially altering governance dynamics.
• Low purchase consideration implies Sponsor equity was valued at roughly US$0.03 per share equivalent, raising questions about fair value, but also aligning insider economics with upside.
• Potential for future strategic actions, including new merger targets or recapitalisation, given Ms. Yip’s discretionary plans.

Ryman Hospitality Properties, Inc. (RHP) – Form 4 filing, 15 July 2025

President & CEO Mark Fioravanti reported automatic acquisition of 2,372 additional restricted stock units (RSUs) at no cost. The increase stems from the company’s $1.15 cash dividend paid on 15 July 2025; under the equity plan, outstanding RSUs are adjusted to maintain economic equivalence. After the dividend-based adjustment, the executive now holds approximately 52,370 RSUs across five grant tranches with staggered vesting dates between March 2025 and March 2027 (one award vests 100% on 15 Mar 2026; others vest 50/50 or in annual 25 % increments). No shares were sold and no open-market purchases occurred.

The filing signals continued equity alignment between management and shareholders, with minimal immediate dilution because RSUs convert to shares only upon vesting. There is no direct impact on current earnings or cash flow; however, the additional units marginally increase potential future share count.

Ryman Hospitality Properties (RHP) filed a Form 4 disclosing that EVP & COO Patrick S. Chaffin received additional restricted stock units (RSUs) on 15 July 2025. The adjustments arise from the company’s $1.15 per-share cash dividend paid the same day. Four previously granted RSU awards were credited with 865, 1,800, 2,418 and 3,683 units, respectively, for a total incremental award of 8,766 RSUs. No common shares were sold or disposed of, and all RSUs carry a $0 exercise price.

• Vesting schedules: one award vests 100% on 15 Mar 2026; another vests 50% on 15 Mar 2026 and 50% on 15 Mar 2027; two awards vest in 25% annual tranches beginning 15 Mar 2025 and 15 Mar 2026, respectively.
• Ownership form: all derivative holdings are reported as directly owned.

The filing reflects routine dividend-equivalent adjustments that modestly increase insider ownership without immediate cash cost or market transactions. While immaterial to the company’s capitalization, continued equity accumulation aligns the COO’s incentives with long-term shareholder value.