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

Rhea-AI Filing Summary

Ryman Hospitality Properties (RHP) filed a Form 4 disclosing that EVP & COO Patrick S. Chaffin received additional restricted stock units (RSUs) on 15 July 2025. The adjustments arise from the company’s $1.15 per-share cash dividend paid the same day. Four previously granted RSU awards were credited with 865, 1,800, 2,418 and 3,683 units, respectively, for a total incremental award of 8,766 RSUs. No common shares were sold or disposed of, and all RSUs carry a $0 exercise price.

• Vesting schedules: one award vests 100% on 15 Mar 2026; another vests 50% on 15 Mar 2026 and 50% on 15 Mar 2027; two awards vest in 25% annual tranches beginning 15 Mar 2025 and 15 Mar 2026, respectively.
• Ownership form: all derivative holdings are reported as directly owned.

The filing reflects routine dividend-equivalent adjustments that modestly increase insider ownership without immediate cash cost or market transactions. While immaterial to the company’s capitalization, continued equity accumulation aligns the COO’s incentives with long-term shareholder value.

Positive

• Executive share ownership increases by 8,766 RSUs, enhancing alignment with shareholders.
• No insider sales were reported, avoiding negative sentiment signals.

Negative

• Dividend-equivalent RSU issuance causes minor dilution, though quantitatively negligible.

Insights

Corporate Governance Expert

TL;DR—Routine dividend-equivalent RSUs raise COO’s stake; no sale, neutral governance impact.

The additional 8,766 RSUs stem solely from an automatic dividend-equivalent mechanism common in equity plans. Because the awards mirror cash dividends, they do not signal deliberate insider buying but do reinforce ownership alignment. No dispositions occurred, so there is no adverse perception of insider confidence. Governance impact is neutral: the dilution is de minimis relative to RHP’s outstanding share count, and vesting schedules promote retention through 2027.

Securities Analyst

TL;DR—Immaterial for valuation; signals continued executive alignment without market activity.

These RSU top-ups do not affect near-term earnings or cash flow, and the incremental 8,766 shares are negligible against RHP’s ~60 million shares outstanding. Because no open-market purchases or sales occurred, the transaction offers limited insight into management’s view on valuation. Investors should view it as a mechanical adjustment tied to the REIT’s regular dividend policy rather than a directional call on the share price.

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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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^*

Chaffin Patrick S

(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 & COO

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	865		865(2)	D
Restricted Stock Units	$0							(3)	(3)	Common Stock	1,800		1,800(2)	D
Restricted Stock Units	$0							(4)	(4)	Common Stock	2,418		2,418(2)	D
Restricted Stock Units	$0							(5)	(5)	Common Stock	3,683		3,683(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 June 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.

	Scott J. Lynn, Attorney-in-Fact for Patrick Chaffin	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.
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FAQ

How many RSUs did RHP's COO Patrick Chaffin receive on July 15, 2025?

He received 8,766 additional restricted stock units across four existing awards.

Why were new RSUs granted to the RHP executive?

They are dividend-equivalent adjustments tied to Ryman Hospitality’s $1.15 per-share dividend paid on July 15, 2025.

Did the COO buy or sell any RHP common stock?

No. The Form 4 shows no open-market purchases or sales; only automatic RSU credits were recorded.

When do the newly adjusted RSU awards vest?

Vesting occurs 100% on 15 Mar 2026, 50%/50% on 15 Mar 2026 & 2027, and in 25% increments starting 15 Mar 2025 and 15 Mar 2026.

Does this filing materially impact RHP shareholders?

Impact is immaterial; the dilution from 8,766 RSUs is negligible relative to the company’s total share count.