Ryman Hospitality (NYSE: RHP) CFO awarded time- and performance-based RSUs

Rhea-AI Filing Summary

Hutcheson Jennifer L reported acquisition or exercise transactions in this Form 4 filing.

Ryman Hospitality Properties, Inc. reported that EVP & Chief Financial Officer Jennifer L. Hutcheson received two equity awards in the form of restricted stock units. She was granted 5,876 time-based RSUs that vest ratably over four years beginning on March 15, 2027, and 5,907 performance-based RSUs that may vest on March 15, 2029 between 0% and 150% of the target level based on the company’s relative total stockholder return versus two designated peer groups.

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)
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		5,876		03/15/2027(1)	03/15/2030	Common Stock	5,876	$0	0	D
Restricted Stock Units	$0	02/18/2026		A		5,907		03/15/2029(2)	03/15/2029	Common Stock	5,907	$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 Jennifer Hutcheson	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Ryman Hospitality Properties (RHP) disclose for Jennifer L. Hutcheson?

Ryman Hospitality reported equity awards to EVP & CFO Jennifer L. Hutcheson. She received 5,876 time-based restricted stock units and 5,907 performance-based restricted stock units as part of her compensation package, with future vesting tied to service and performance conditions.

How many restricted stock units did the Ryman (RHP) CFO receive in this Form 4?

The CFO received two RSU grants totaling 11,783 units. This includes 5,876 time-based restricted stock units and 5,907 performance-based restricted stock units, both granted at an exercise price of $0.00, reflecting stock-based compensation rather than a market purchase.

When do the time-based restricted stock units for Ryman (RHP) CFO vest?

The time-based restricted stock units begin vesting on March 15, 2027. They vest ratably over four years from that date, meaning portions of the 5,876 RSUs are scheduled to vest each year, assuming continued employment and satisfaction of the award terms.

What conditions apply to the performance-based RSUs granted by Ryman (RHP)?

The performance-based RSUs may vest on March 15, 2029 between 0% and 150% of the 5,907 target shares. Vesting depends on Ryman Hospitality’s total stockholder return relative to the median of two peer groups selected by the compensation committee.

Does the Ryman (RHP) Form 4 show a stock purchase or sale by the CFO?

The Form 4 reflects equity awards, not an open-market stock purchase or sale. Both transactions are coded as grants of restricted stock units at $0.00 per unit, representing compensation-related acquisitions rather than trading activity in Ryman Hospitality shares.

What role does performance play in the Ryman (RHP) CFO’s RSU award?

Performance affects the number of performance-based RSUs that ultimately vest. The 5,907 target RSUs can vest between 0% and 150% based on total stockholder return versus two designated peer groups, directly linking a portion of compensation to relative shareholder returns.