Ryman Hospitality (NYSE: RHP) CFO exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Ryman Hospitality Properties, Inc. EVP & Chief Financial Officer Jennifer L. Hutcheson exercised restricted stock units that converted into 10,794 shares of common stock on March 15, 2026. Of these, 4,250 shares were withheld to satisfy tax withholding obligations as the awards vested, and she continued to hold 36,820 common shares directly after the transactions.

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

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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^*

Hutcheson Jennifer L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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
Common Stock	03/15/2026		M		1,093	A	$0	31,375	D
Common Stock	03/15/2026		F		431(1)	D	$0	30,944	D
Common Stock	03/15/2026		M		1,161	A	$0	32,105	D
Common Stock	03/15/2026		F		457(2)	D	$0	31,648	D
Common Stock	03/15/2026		M		906	A	$0	32,554	D
Common Stock	03/15/2026		F		357(3)	D	$0	32,197	D
Common Stock	03/15/2026		M		1,034	A	$0	33,231	D
Common Stock	03/15/2026		F		407(4)	D	$0	32,824	D
Common Stock	03/15/2026		M		6,600	A	$0	39,424	D
Common Stock	03/15/2026		F		2,598(5)	D	$0	36,820	D

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
Restricted Stock Units	$0	03/15/2026		M			1,093	03/15/2026	03/15/2026	Common Stock	1,093	$0	0	D
Restricted Stock Units	$0	03/15/2026		M			1,161	03/15/2026	03/15/2027	Common Stock	1,161	$0	1,158	D
Restricted Stock Units	$0	03/15/2026		M			906	03/15/2026	03/15/2028	Common Stock	906	$0	1,811	D
Restricted Stock Units	$0	03/15/2026		M			1,034	03/15/2025	03/15/2029	Common Stock	1,034	$0	3,103	D
Restricted Stock Units	$0	03/15/2026		M			6,600	03/15/2026	03/15/2026	Common Stock	6,600	$0	0	D

Explanation of Responses:

1. Represents shares withheld to satisfy Ms. Hutcheson's tax withholding obligation with respect to 1,093 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2026. Ms. Hutcheson retained the remaining 662 shares.

2. Represents shares withheld to satisfy Ms. Hutcheson's tax withholding obligation with respect to 1,161 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2026. Ms. Hutcheson retained the remaining 704 shares.

3. Represents shares withheld to satisfy Ms. Hutcheson's tax withholding obligation with respect to 906 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2026. Ms. Hutcheson retained the remaining 549 shares.

4. Represents shares withheld to satisfy Ms. Hutcheson's tax withholding obligation with respect to 1,034 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2026. Ms. Hutcheson retained the remaining 627 shares.

5. Represents shares withheld to satisfy Ms. Hutcheson's tax withholding obligation with respect to 6,600 shares of common stock issued upon the vesting of performance based restricted stock units on March 15, 2026. Ms. Hutcheson retained the remaining 4,002 shares.

	Scott J. Lynn, Attorney-in-Fact for Jennifer Hutcheson	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What did Ryman Hospitality (RHP) CFO Jennifer Hutcheson report in this Form 4?

She reported the exercise of restricted stock units into 10,794 shares of common stock on March 15, 2026. The filing also shows shares withheld to cover taxes and a resulting direct holding of 36,820 common shares.

How many Ryman Hospitality (RHP) RSUs did the CFO exercise?

She exercised restricted stock units corresponding to 10,794 underlying shares of Ryman Hospitality common stock. These units vested on March 15, 2026, and were settled in shares as reflected across multiple derivative transactions in the Form 4 data.

How many Ryman Hospitality (RHP) shares were withheld for the CFO’s taxes?

A total of 4,250 shares were withheld to satisfy Jennifer Hutcheson’s tax withholding obligations. Footnotes explain that portions of each vested award, including a 6,600-share performance-based grant, were withheld while she retained the remaining shares.

How many Ryman Hospitality (RHP) shares does the CFO hold after these transactions?

Following the reported transactions, Jennifer Hutcheson directly holds 36,820 shares of Ryman Hospitality common stock. This figure reflects all exercises of restricted stock units and the related share withholdings for taxes reported on March 15, 2026.

Were the Ryman Hospitality (RHP) share dispositions open-market sales?

No. The dispositions are coded as F transactions and described as shares withheld to satisfy tax withholding obligations. Footnotes specify that these shares covered taxes on vested restricted stock units, with the remaining shares retained by Jennifer Hutcheson.

What types of equity awards vested for the Ryman Hospitality (RHP) CFO?

Both time-based and performance-based restricted stock units vested. Footnotes describe time-based awards, including accrued dividend equivalent units, and a 6,600-share performance-based restricted stock unit award that also vested on March 15, 2026.