Ryman Hospitality (RHP) Form 4: Dividend-Equivalent RSUs Granted to Director

Rhea-AI Filing Summary

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.

Positive

• Director increased equity stake slightly through dividend-equivalent RSUs, signaling continued alignment with shareholders.

Negative

• Minor share dilution from the additional 1,283 RSUs, though immaterial relative to total shares outstanding.

Insights

Securities Analyst

TL;DR Insider gained 1,283 RSUs via dividend adjustment; no shares sold, impact on float and sentiment minimal.

The Form 4 indicates an automatic grant tied to RHP’s $1.15 dividend, not an active trading decision. Because the award is small and vests in May 2026, it neither conveys bullish or bearish intent nor meaningfully dilutes shareholders. From a valuation standpoint, the event is non-material; however, continued equity alignment through RSUs can be viewed as modestly shareholder-friendly.

Corporate Governance Expert

TL;DR Routine dividend-equivalent RSU credit; governance-consistent, neutral to investor outlook.

The adjustment follows standard plan provisions that protect executives and directors from dividend dilution. Such mechanisms are common across REITs and comply with SEC Rule 10b5-1 safeguards. The direct holding structure enhances transparency, but the small quantity renders the filing not impactful for governance risk assessments.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Helgren Erin Claire

(Last) (First) (Middle)

ONE GAYLORD DRIVE

(Street)

NASHVILLE TN 37214

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ryman Hospitality Properties, Inc. [ RHP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock	$0							(1)	(1)	Common Stock	1,283		1,283(2)	D

Explanation of Responses:

1. Restricted Stock Unit vests 100% on May 8, 2026.

2. In accordance with the terms of the reporting person's outstanding restricted stock unit awards, as a result of the $1.15 dividend per share of outstanding common stock paid by the issuer on July 15, 2025, the reporting person received additional restricted stock units in an amount based on the amount of the dividend per share and the closing price of the issuer's common stock traded on the NYSE on June 30, 2025.

	Scott J. Lynn, Attorney-in-Fact for Erin Helgren	07/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many shares did RHP director Erin Helgren acquire on 15-Jul-2025?

The filing shows 1,283 restricted stock units credited to the director.

Was there any sale of Ryman Hospitality Properties common stock in this Form 4?

No, the filing reports no disposals; it only records an RSU grant.

Why were additional RSUs granted to the director?

They compensate for the $1.15 per-share dividend paid on 15-Jul-2025, per the equity plan’s dividend-equivalent clause.

When will the newly granted RSUs vest?

The RSUs will vest 100 % on 08-May-2026.

Does this insider transaction affect RHP’s share count materially?

The 1,283 RSUs are negligible relative to RHP’s total shares and do not materially impact the float.