Ryman Hospitality (NYSE: RHP) CEO boosts direct stake via RSU vesting and tax withholding

Rhea-AI Filing Summary

Ryman Hospitality Properties, Inc. President & CEO Mark Fioravanti reported a series of stock transactions tied to the vesting of restricted stock units on March 15, 2026. He exercised or converted derivative awards covering a total of 40,888 shares of Common Stock, moving these from restricted units into directly held shares.

To cover related tax obligations, 16,092 shares were withheld by the issuer through several F-code transactions, which are not open-market sales. Footnotes state that, for each vesting, a portion of shares was retained by Mr. Fioravanti. Following these transactions, he directly owns 301,770 shares of common stock.

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^*

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)
03/15/2026

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
Common Stock	03/15/2026		M		2,432	A	$0	279,406	D
Common Stock	03/15/2026		F		957(1)	D	$0	278,449	D
Common Stock	03/15/2026		M		4,608	A	$0	283,057	D
Common Stock	03/15/2026		F		1,814(2)	D	$0	281,243	D
Common Stock	03/15/2026		M		3,624	A	$0	284,867	D
Common Stock	03/15/2026		F		1,427(3)	D	$0	283,440	D
Common Stock	03/15/2026		M		4,220	A	$0	287,660	D
Common Stock	03/15/2026		F		1,661(4)	D	$0	285,999	D
Common Stock	03/15/2026		M		26,004	A	$0	312,003	D
Common Stock	03/15/2026		F		10,233(5)	D	$0	301,770	D

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	03/15/2026		M			2,432	03/15/2026	03/15/2026	Common Stock	2,432	$0	0	D
Restricted Stock Units	$0	03/15/2026		M			4,608	03/15/2026	03/15/2027	Common Stock	4,608	$0	4,617	D
Restricted Stock Units	$0	03/15/2026		M			3,624	03/15/2026	03/15/2028	Common Stock	3,624	$0	7,252	D
Restricted Stock Units	$0	03/15/2026		M			4,220	03/15/2026	03/15/2029	Common Stock	4,220	$0	12,657	D
Restricted Stock Units	$0	03/15/2026		M			26,004	03/15/2025	03/15/2026	Common Stock	26,004	$0	0	D

Explanation of Responses:

1. Represents shares withheld to satisfy Mr. Fioravanti's tax withholding obligation with respect to 2,432 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2026. Mr. Fioravanti retained the remaining 1,475 shares.

2. Represents shares withheld to satisfy Mr. Fioravanti's tax withholding obligation with respect to 4,608 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2026. Mr. Fioravanti retained the remaining 2,794 shares.

3. Represents shares withheld to satisfy Mr. Fioravanti's tax withholding obligation with respect to 3,624 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend equivalent units payable in additional shares of stock) on March 15, 2026. Mr. Fioravanti retained the remaining 2,197 shares.

4. Represents shares withheld to satisfy Mr. Fioravanti's tax withholding obligations with respect to 4,220 shares of common stock issued upon the vesting of time based restricted stock units (including accrued dividend dquivalent units payable in additional shares of stock) on March 15, 2026. Mr. Fioravanti retained the remaining 2,559 shares.

5. Represents shares withheld to satisfy Mr. Fioravanti's tax withholding with respect to 26,004 shares of common stock issued upon the vesting of performance based restricted stock units on March 15, 2026. Mr. Fioravanti retained the remaining 15,771 shares.

	Scott J. Lynn, Attorney-in-Fact for Mark Fioravanti	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What did Ryman Hospitality (RHP) CEO Mark Fioravanti report in this Form 4?

Mark Fioravanti reported vesting and exercise of restricted stock units converting into common shares. The filing details multiple derivative exercises and associated tax-withholding entries, reflecting compensation-related equity becoming directly held stock rather than open-market trading activity.

How many Ryman Hospitality (RHP) shares did the CEO acquire through exercises?

The CEO exercised or converted restricted stock units covering 40,888 shares of common stock. These exercises represent equity awards vesting into directly held shares, increasing his ownership position before accounting for shares withheld to satisfy tax obligations.

How many Ryman Hospitality (RHP) shares were withheld for the CEO’s taxes?

A total of 16,092 common shares were withheld to satisfy Mark Fioravanti’s tax obligations. These F-code entries indicate the issuer retained shares for taxes, rather than the CEO selling shares into the open market for liquidity.

What is Mark Fioravanti’s Ryman Hospitality (RHP) shareholding after these transactions?

After the reported vesting, exercise, and tax-withholding entries, Mark Fioravanti directly holds 301,770 shares of Ryman Hospitality common stock. This post-transaction balance reflects his ongoing equity stake as President & CEO following the compensation-related activity.

Were any of the Ryman Hospitality (RHP) CEO’s transactions open-market sales or purchases?

No open-market purchases or sales are reported. The filing shows M-code derivative exercises of restricted stock units and F-code dispositions where shares were withheld to cover taxes, a standard mechanism that does not involve trading on the open market.

What types of equity awards vested for the Ryman Hospitality (RHP) CEO?

Both time-based and performance-based restricted stock units vested for Mark Fioravanti. Footnotes specify time-based vesting with dividend equivalents and performance-based restricted stock units, all settling in common shares and partially withheld to meet tax obligations.