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

Rhea-AI Filing Summary

Presidio Property Trust, Inc. (Nasdaq: SQFT) has entered into a best-efforts, registered direct offering of 140,000 shares of Series A Common Stock at $12.00 per share and 30,830 pre-funded warrants priced at $11.9999 each. Gross proceeds will total $2.05 million; after placement fees (7%) and estimated expenses, net proceeds are expected to be roughly $1.7 million. Closing is slated for 15 July 2025.

The placement, arranged solely by A.G.P./Alliance Global Partners, will increase shares outstanding from 1,280,258 to 1,420,258 (an 11% dilution), excluding shares underlying the new pre-funded warrants. Proceeds are earmarked for working capital and potential property acquisitions.

The offering forms part of the company’s $50 million shelf (effective 17 May 2024) and follows a 1-for-10 reverse share split implemented on 19 May 2025. As of 14 July 2025 the stock traded at $13.60; market value held by non-affiliates is estimated at $6.2 million.

Concurrent with the sale, the company will re-price 200,000 outstanding warrants issued in 2021, cutting the strike from $55.00 to $12.00 and extending the expiration from 2026 to 2030, potentially adding a further source of equity if exercised.

Presidio is an internally managed diversified REIT whose portfolio (31 Mar 2025) included

• 8 office buildings and 1 industrial asset (758,175 RSF)
• 1 retail building (10,500 RSF)
• 84 model homes (248,412 sq ft) under triple-net leases

Geographic exposure spans Colorado, North Dakota, California, Texas and Maryland. Mortgage debt totals $93.7 million; cash and equivalents post-offering are projected at $12.2 million.

Key identified risks for investors include leverage, reliance on non-investment-grade tenants, possible Nasdaq delisting, limited size of proceeds relative to capital needs, and uncertainty surrounding use of funds.

Positive

• Enhanced liquidity: Net proceeds of approximately $1.7 million will lift projected cash to $12.2 million, providing added flexibility for operations and property buys.
• Access to equity capital: Successful placement under an effective shelf shows the company can still raise funds in the public market despite modest market cap.
• Potential warrant monetisation: Re-priced 200,000 warrants at $12 could deliver additional equity if exercised, at a level closer to prevailing share prices.

Negative

• Dilution risk: Issuance boosts outstanding shares by about 11 %, with a further 30,830 shares issuable upon warrant exercise and 200,000 repriced warrants outstanding.
• Minimal balance-sheet impact: The $1.7 million net raise is small relative to $93.7 million in mortgage debt and is unlikely to materially reduce leverage.
• Warrant overhang: Cutting legacy warrant strike from $55 to $12 extends life to 2030, potentially capping upside for common shareholders.
• Unspecified deployment: Proceeds are for general corporate purposes, offering limited visibility into accretive uses or immediate earnings benefit.

Insights

REIT Equity Analyst

TL;DR – Small capital raise improves liquidity but comes with 11 % dilution; impact neutral overall.

The $2 million gross raise is modest against Presidio’s $93.7 million mortgage portfolio and $6.2 million public float. While the cash extends runway and may fund opportunistic acquisitions, it does little to deleverage the balance sheet or transform earnings power. Dilution of roughly 11 % (ignoring warrant conversion) is noticeable given the tiny share count, yet the issue price is only an 11.8 % discount to the $13.60 market quote, limiting value leakage. Re-pricing 200,000 legacy warrants to $12 aligns strikes with current trading levels and could incentivise exercise, but it also creates fresh overhang. Net effect: liquidity slightly better, capital structure marginally weaker, rating 0 (neutral).

Capital Markets Specialist

TL;DR – Transaction signals ongoing access to equity markets; warrant reset hints at fundraising pressure.

Executing a follow-on under Rule 424(b)(5) demonstrates that Presidio can still tap public markets despite its micro-cap size. The company preserves shelf capacity and minimises execution risk via a single institutional buyer and a pre-funded structure that bypasses ownership limits. However, the necessity to sweeten 2021 warrants (strike cut by 78 %) underscores weaker equity demand and potential valuation compression post-reverse split. The placement agent’s 7 % fee and expense reimbursements consume roughly $0.34 million, and remaining proceeds are for general purposes, providing limited transparency on value-accretive deployment. I view the action as not particularly impactful to near-term valuation; rating 0.

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^*

ROTH MICHAEL ISOR

(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
	Officer (give title below)		Other (specify below)

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	1,283		1,283(2)	D

Explanation of Responses:

1. Restricted Stock Unit vests 100% on May 8, 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 June 30, 2025.

	Scott J. Lynn, Attorney-in-Fact for Michael Roth	07/15/2025
	** 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

How many new shares of SQFT are being issued in this offering?

The company is issuing 140,000 shares of Series A Common Stock, increasing total shares outstanding to approximately 1,420,258, plus 30,830 pre-funded warrants exercisable into the same number of shares.

What is the expected net cash Presidio Property Trust will receive?

After 7 % placement fees and estimated expenses, Presidio expects to receive roughly $1.7 million in net proceeds.

How will the company use the proceeds from the sale?

Management intends to apply the funds to working capital and other general corporate purposes, including the potential acquisition of additional properties.

What changes were made to existing warrants as part of the transaction?

The exercise price of 200,000 previously issued warrants was reduced from $55.00 to $12.00 per share and the term extended to 16 July 2030.

How much dilution will existing shareholders experience?

The primary share issuance represents about 11 % dilution; additional dilution could occur if the new pre-funded warrants and repriced 200,000 warrants are exercised.

What is the relationship between Presidio and A.G.P./Alliance Global Partners?

A.G.P. serves as sole placement agent and will receive a 7 % cash fee plus up to $100,000 in expenses for arranging the sale.