STOCK TITAN

Ryman Hospitality Properties (RHP) raises about $658M in underwritten stock sale

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ryman Hospitality Properties, Inc. completed an underwritten public offering of common stock. The company issued and sold 5,100,000 shares of common stock at $117.00 per share, plus an additional 765,000 shares pursuant to a 30‑day option granted to the underwriters, which was exercised in full on August 11, 2026. The offering, including the option shares, closed on August 12, 2026, generating approximately $658 million in net proceeds to the company after underwriting discounts, commissions and estimated expenses. The transaction was conducted under an effective Form S-3 shelf registration statement and governed by an underwriting agreement that includes customary representations, covenants, indemnification and contribution provisions.

Positive

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Negative

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Primary shares offered 5,100,000 shares Common stock issued and sold in the offering
Underwriters’ option shares 765,000 shares Additional common stock under 30-day option, exercised in full
Offering price $117.00 per share Purchase price to the public for the common stock
Net proceeds approximately $658 million Net to the company after discounts, commissions and estimated expenses
Option period 30 days Duration of underwriters’ option to purchase additional shares
Shelf registration file number 333-298164 Form S-3 shelf registration used for the offering
Offering agreement date August 10, 2026 Date of the underwriting agreement
Closing date August 12, 2026 Closing of offering including additional shares
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
shelf registration statement regulatory
"effective shelf registration statement on Form S-3 (File Number 333-298164)"
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.
prospectus supplement regulatory
"offering was made pursuant to a prospectus supplement, dated August 10, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
indemnification regulatory
"provides for customary indemnification by each of the Company and the Underwriters"
A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.
offering expenses financial
"after deducting Underwriters’ discounts and commissions and the estimated offering expenses"

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

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FAQ

What did Ryman Hospitality Properties (RHP) announce regarding its common stock offering?

Ryman Hospitality Properties completed a registered underwritten public offering of 5,100,000 shares of common stock, plus 765,000 additional shares from a fully exercised option, at $117.00 per share.

How much capital did Ryman Hospitality Properties (RHP) raise from the offering?

The company reported approximately $658 million in net proceeds from the common stock offering, after deducting underwriting discounts, commissions and estimated offering expenses payable by the company.

What were the key dates for the Ryman Hospitality Properties (RHP) stock offering?

The underwriting agreement was dated August 10, 2026, the underwriters exercised their option in full on August 11, 2026, and the offering, including the additional shares, closed on August 12, 2026.

What was the underwriters’ option in the Ryman Hospitality Properties (RHP) deal?

Underwriters received a 30‑day option to purchase up to 765,000 additional common shares at the same terms as the main offering, and they exercised this option in full on August 11, 2026.

Which banks underwrote the Ryman Hospitality Properties (RHP) stock offering?

The offering was underwritten by a syndicate led by BofA Securities, Inc. and J.P. Morgan Securities LLC, acting as representatives of the underwriters listed in the underwriting agreement.

Under what registration did Ryman Hospitality Properties (RHP) conduct this offering?

The common stock offering was conducted under an effective shelf registration statement on Form S-3 (File No. 333-298164), using a base prospectus and a prospectus supplement dated August 10, 2026.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 10, 2026

 

 

 

RYMAN HOSPITALITY PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-13079   73-0664379

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

One Gaylord Drive
Nashville
, Tennessee

37214  
  (Address of principal executive offices) (Zip Code)  

 

Registrant’s telephone number, including area code: (615316-6000

 

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

  Securities registered pursuant to Section 12(b) of the Act:

  

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on
Which Registered
Common Stock, par value $.01   RHP   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

ITEM 1.01.ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

Underwriting Agreement

 

On August 10, 2026, Ryman Hospitality Properties, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives (collectively, the “Representatives”) of the underwriters listed in Schedule 1 of the Underwriting Agreement (the “Underwriters”), providing for the issuance and sale by the Company of 5,100,000 shares of the Company’s common stock, par value $0.01 per share (the “common stock”), at a purchase price to the public of $117.00 per share, less underwriting discounts and commissions, in a registered public offering (the “offering”). In addition, pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option (the “option”) to purchase up to an additional 765,000 shares of common stock on the same terms. On August 11, 2026, the Underwriters exercised the option in full. The offering, including the issuance and sale of the additional shares of common stock under the option, closed on August 12, 2026. The net proceeds to the Company, after deducting Underwriters’ discounts and commissions and the estimated offering expenses payable by the Company, were approximately $658 million.

 

The offering was made pursuant to a prospectus supplement, dated August 10, 2026, and a base prospectus relating to the Company’s effective shelf registration statement on Form S-3 (File Number 333-298164), dated August 10, 2026.

 

The Underwriting Agreement includes representations, warranties and covenants by the Company customary for agreements of this nature. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities arising out of or in connection with the sale of the common stock and customary contribution provisions in respect of those liabilities.

 

The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference. A copy of the opinion of Bass, Berry & Sims PLC with respect to the validity of the shares of common stock is attached hereto as Exhibit 5.1.

 

Relationships

 

Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. Certain of the Underwriters and/or their affiliates have been, may be, or are lenders and/or agents under one or more of the Company’s credit facilities.

 

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.

 

 (d)Exhibits
   
1.1*Underwriting Agreement, dated August 10, 2026, among Ryman Hospitality Properties, Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC.
   
 5.1Opinion Letter of Bass, Berry & Sims PLC.
   
 23.1Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
   
 104Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RYMAN HOSPITALITY PROPERTIES, INC.
   
Date: August 12, 2026 By: /s/ Scott J. Lynn
  Name: Scott J. Lynn
  Title: Executive Vice President, General Counsel and Secretary

 

 

 

Filing Exhibits & Attachments

5 documents