[Form 4] Ryman Hospitality Properties, Inc Insider Trading Activity

Rhea-AI Filing Summary

Ryman Hospitality Properties, Inc. (RHP) – Form 4 filing, 15 July 2025

President & CEO Mark Fioravanti reported automatic acquisition of 2,372 additional restricted stock units (RSUs) at no cost. The increase stems from the company’s $1.15 cash dividend paid on 15 July 2025; under the equity plan, outstanding RSUs are adjusted to maintain economic equivalence. After the dividend-based adjustment, the executive now holds approximately 52,370 RSUs across five grant tranches with staggered vesting dates between March 2025 and March 2027 (one award vests 100% on 15 Mar 2026; others vest 50/50 or in annual 25 % increments). No shares were sold and no open-market purchases occurred.

The filing signals continued equity alignment between management and shareholders, with minimal immediate dilution because RSUs convert to shares only upon vesting. There is no direct impact on current earnings or cash flow; however, the additional units marginally increase potential future share count.

Positive

• Enhanced management alignment: CEO’s increased unvested equity stake ties compensation more closely to shareholder value.

Negative

• Incremental dilution: Additional RSUs slightly raise the company’s future share count when awards vest.

Insights

Securities Analyst

TL;DR: CEO received 2,372 dividend-equivalent RSUs; no sales, minimal dilution, neutral near-term impact.

Because the RSUs were granted at $0 cost via standard dividend-equivalent adjustments, the transaction neither alters cash compensation nor signals insider conviction through buying or selling. Total unvested equity now stands at roughly 52k units, which, at RHP’s recent share price, represents a high-single-digit million-dollar stake, reinforcing long-term alignment. Dilution risk is limited and already included in fully-diluted share counts. Overall, the event is routine, governance-friendly, and neutral for valuation.

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

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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^*

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)
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
Restricted Stock Units	$0							(1)	(1)	Common Stock	2,372		2,372(2)	D
Restricted Stock Units	$0							(3)	(3)	Common Stock	8,995		8,995(2)	D
Restricted Stock Units	$0							(4)	(4)	Common Stock	10,604		10,604(2)	D
Restricted Stock Units	$0							(5)	(5)	Common Stock	16,455		16,455(2)	D
Restricted Stock Units	$0							(6)	(6)	Common Stock	13,944		13,944(2)	D

Explanation of Responses:

1. Restricted stock unit vests 100% on March 15, 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 March 30, 2025.

3. Restricted stock unit vests on a one-to-one share basis 50% on March 15, 2026 and 50% on March 15, 2027.

4. Restricted stock unit vests on a one-to-one share basis ratably in 1/4 increments for four years beginning on March 15, 2025.

5. Restricted stock unit vests on a one-to-one share basis ratably in 1/4 increments for four years beginning on March 15, 2026.

6. Restricted stock unit vests on a one-to-one share basis 50% on October 11, 2025 and 50% on October 11, 2026.

	Scott J. Lynn, Attorney-in-Fact for Mark Fioravanti	07/15/2025
	** 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

How many additional RSUs did RHP CEO Mark Fioravanti receive?

He received 2,372 new RSUs as a dividend-equivalent adjustment.

What triggered the RSU adjustment disclosed in RHP’s Form 4?

The company’s $1.15 per share cash dividend on 15 July 2025 automatically increased outstanding RSU awards.

What is the total RSU balance now held by the RHP CEO?

After the adjustment, he beneficially owns about 52,370 RSUs across five grants.

Did the CEO buy or sell any RHP common stock?

No. The filing reports non-cash acquisition of RSUs; there were no open-market trades.

When do the reported RSUs vest?

Vesting dates run from 15 Mar 2025 to 15 Mar 2027, with schedules ranging from 25 % annual tranches to single-date cliffs.