Ryman Hospitality (RHP) CEO awarded new time- and performance-based RSUs

Rhea-AI Filing Summary

Ryman Hospitality Properties, Inc. President & CEO Mark Fioravanti reported the grant of two awards of restricted stock units. He acquired 20,808 time-based RSUs and 20,919 performance-based RSUs, both at a reported price of $0.00 per unit.

The time-based RSUs vest in equal parts over four years beginning on March 15, 2027. The performance-based RSUs are scheduled to vest on March 15, 2029 between 0% and 150% of the target amount, depending on the company’s total stockholder return relative to two peer groups selected by the compensation committee.

Insights

Equity Compensation Analyst

CEO receives long-term RSU grants with time- and performance-based vesting.

The transactions show the CEO of Ryman Hospitality Properties, Inc. acquiring two equity awards: 20,808 time-based RSUs and 20,919 performance-based RSUs at a stated price of $0.00 per unit. These are non-cash compensation grants rather than open-market purchases.

The time-based RSUs vest ratably over four years starting March 15, 2027, aligning compensation with continued service. The performance-based RSUs cliff vest on March 15, 2029 and can pay out from 0% to 150% of target, depending on total stockholder return versus two compensation committee–designated peer groups.

This structure ties a portion of the CEO’s future equity to both retention and relative market performance. Actual value realized will depend on future stock performance and the company’s ranking against the specified peer groups at the 2029 vesting date.

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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hours per response:			0.5

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^*

FIORAVANTI MARK

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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

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	02/18/2026		A		20,808		03/15/2027(1)	03/15/2030	Common Stock	20,808	$0	0	D
Restricted Stock Units	$0	02/18/2026		A		20,919		03/15/2029(2)	03/15/2029	Common Stock	20,919	$0	0	D

Explanation of Responses:

1. Time-based restricted stock units vest ratably over four years beginning on March 15, 2027.

2. Performance-based restricted stock units will vest on March 15, 2029 between 0% and 150% of the "target" performance level (the number of shares listed herein) based on the Company's achievement of total stockholder return relative to the median of two peer groups designated by the Company's compensation committee.

	Scott J. Lynn, Attorney-in-Fact for Mark Fioravanti	02/20/2026
	** 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

What equity awards did Ryman Hospitality Properties (RHP) CEO Mark Fioravanti receive?

Mark Fioravanti received two restricted stock unit grants: 20,808 time-based RSUs and 20,919 performance-based RSUs. Both awards were reported at a price of $0.00 per unit as part of his equity compensation, rather than open-market share purchases.

How do the time-based RSUs granted to RHP’s CEO vest?

The time-based restricted stock units granted to RHP’s CEO vest ratably over four years beginning on March 15, 2027. This means an equal portion of the 20,808 units vests each year, encouraging ongoing service and aligning compensation with longer-term company performance.

What determines vesting of the performance-based RSUs at Ryman Hospitality (RHP)?

The performance-based RSUs vest on March 15, 2029 between 0% and 150% of the 20,919 target units. Vesting depends on Ryman Hospitality’s total stockholder return relative to the median of two peer groups chosen by the company’s compensation committee.

Are the RSU grants to Ryman Hospitality’s CEO open-market share purchases?

No, the RSU grants are not open-market purchases. They are equity compensation awards reported at a price of $0.00 per unit, reflecting grants of restricted stock units rather than buying existing shares on the market.

When could Ryman Hospitality (RHP) CEO realize value from the new RSU grants?

Value from the time-based RSUs can be realized gradually as they vest annually starting March 15, 2027. The performance-based RSUs can deliver value on March 15, 2029, with the final number of vested units tied to relative total stockholder return performance.

How is Ryman Hospitality aligning CEO pay with shareholder returns through these RSUs?

The company links part of the CEO’s compensation to relative stock performance. Performance-based RSUs vest between 0% and 150% of target based on total stockholder return versus two designated peer groups, directly connecting potential payout to shareholder return outcomes.