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

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ryman Hospitality Properties director reports updated RSU holdings following a dividend-related adjustment. On 01/15/2026, director Robert S. Prather Jr. reported multiple grants of restricted stock units (RSUs) tied to Ryman common stock, all held directly.

The RSUs carry a $1.20-per-share dividend adjustment: in line with the terms of his outstanding RSU awards, the issuer’s cash dividend paid on January 15, 2026 resulted in additional RSUs being credited based on that dividend amount and the NYSE closing price on December 31, 2025. The director has elected to defer vesting of these RSUs until his service on the board ends.

Positive

  • None.

Negative

  • None.
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
Estimated average burden
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*
PRATHER ROBERT S JR

(Last) (First) (Middle)
1843 W. WESLEY ROAD NW

(Street)
ATLANTA GA 30327

(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)
01/15/2026
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
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 5,265 5,265(2) D
Restricted Stock Units $0 (1) (1) Common Stock 5,990 5,990(2) D
Restricted Stock Units $0 (1) (1) Common Stock 5,595 5,595(2) D
Restricted Stock Units $0 (1) (1) Common Stock 2,732 2,732(2) D
Restricted Stock Units $0 (1) (1) Common Stock 2,484 2,484(2) D
Restricted Stock Units $0 (1) (1) Common Stock 2,084 2,084(2) D
Restricted Stock Units $0 (1) (1) Common Stock 2,158 2,158(2) D
Restricted Stock Units $0 (1) (1) Common Stock 1,667 1,667(2) D
Restricted Stock Units $0 (1) (1) Common Stock 1,526 1,526(2) D
Restricted Stock Units $0 (1) (1) Common Stock 1,446 1,446(2) D
Restricted Stock Units $0 (1) (1) Common Stock 2,857 2,857(2) D
Restricted Stock Units $0 (1) (1) Common Stock 1,604 1,604(2) D
Restricted Stock Units $0 (1) (1) Common Stock 1,615 1,615(2) D
Restricted Stock Units $0 (1) (1) Common Stock 1,418 1,418(2) D
Restricted Stock Units $0 (1) (1) Common Stock 1,244 1,244(2) D
Restricted Stock Units $0 (1) (1) Common Stock 1,315 1,315(2) D
Explanation of Responses:
1. Director has deferred vesting of these restricted stock units until termination of his service as a director.
2. In accordance with the terms of the reporting person's outstanding restricted stock unit awards, as a result of the $1.20 dividend per share of outstanding common stock paid by the issuer on January 15, 2026, 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 December 31, 2025.
Scott J. Lynn, Attorney-in Fact for Robert Prather 01/15/2026
** 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 did Ryman Hospitality Properties (RHP) disclose in this Form 4?

The filing reports that director Robert S. Prather Jr. holds multiple restricted stock unit (RSU) awards linked to Ryman Hospitality Properties common stock, all reported as directly owned.

Did the Ryman (RHP) director buy or sell common shares in this Form 4?

The disclosure focuses on RSU holdings and adjustments rather than open-market purchases or sales of common stock. It lists derivative positions in the form of RSUs with no transaction price per share.

How did Ryman Hospitality Properties’ $1.20 dividend affect the director’s RSUs?

The footnotes state that, under the RSU award terms, the $1.20 dividend per share paid on January 15, 2026 caused the reporting person to receive additional restricted stock units, calculated using the dividend amount and the NYSE closing price on December 31, 2025.

When will the reported Ryman (RHP) RSUs vest for the director?

According to the explanation of responses, the director has deferred vesting of these RSUs until the termination of his service as a director, meaning they are scheduled to vest only when he leaves the board.

Are the RSUs reported in this Form 4 for Ryman (RHP) held directly or indirectly?

The Form 4 indicates that the RSUs are held with an ownership form of Direct (D), and no nature of indirect beneficial ownership is listed for these positions.

Who signed the Form 4 related to Ryman Hospitality Properties (RHP)?

The Form 4 is signed by Scott J. Lynn as Attorney-in-Fact for Robert Prather, indicating the filing was made under a power of attorney on behalf of the reporting person.

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