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Ryman (NYSE: RHP) COO nets 5,355 shares after RSU tax withholding

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

Rhea-AI Filing Summary

Ryman Hospitality Properties EVP & COO Patrick S. Chaffin reported vesting of restricted stock units that converted into 8,834 shares of common stock on March 15, 2026. Of these, 3,479 shares were withheld to cover tax obligations, and he retained 5,355 shares. Following these compensation-related transactions, he directly holds 35,645 shares of common stock. The dispositions were issuer share withholdings for taxes rather than open-market sales.

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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*
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)
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 887 A $0 29,109 D
Common Stock 03/15/2026 F 350(1) D $0 28,759 D
Common Stock 03/15/2026 M 921 A $0 29,680 D
Common Stock 03/15/2026 F 363(2) D $0 29,317 D
Common Stock 03/15/2026 M 827 A $0 30,144 D
Common Stock 03/15/2026 F 326(3) D $0 29,818 D
Common Stock 03/15/2026 M 944 A $0 30,762 D
Common Stock 03/15/2026 F 372(4) D $0 30,390 D
Common Stock 03/15/2026 M 5,255 A $0 35,645 D
Common Stock 03/15/2025 F 2,068(5) D $0 33,577 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 887 03/15/2026 03/15/2026 Common Stock 887 $0 0 D
Restricted Stock Units $0 03/15/2026 M 921 03/15/2026 03/15/2027 Common Stock 921 $0 925 D
Restricted Stock Units $0 03/15/2026 M 827 03/15/2026 03/15/2028 Common Stock 827 $0 1,653 D
Restricted Stock Units $0 03/15/2026 M 944 03/15/2026 03/15/2029 Common Stock 944 $0 2,833 D
Restricted Stock Units $0 03/15/2026 M 5,255 03/15/2026 03/15/2026 Common Stock 5,255 $0 0 D
Explanation of Responses:
1. Represents shares withheld to satisfy Mr. Chaffins tax withholding obligation with respect to 887 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. Chaffin retained the remaining 537 shares.
2. Represents shares withheld to satisfy Mr. Chaffin's tax withholding obligation with respect to 921 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. Chaffin retained the remaining 558 shares.
3. Represents shares withheld to satisfy Mr. Chaffin's tax withholding obligation with respect to 827 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. Chaffin retained the remaining 501 shares.
4. Represents shares withheld to satisfy Mr. Chaffin's tax withholding obligation with respect to 944 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. Chaffin retained the remaining 572 shares.
5. Represents shares withheld to satisfy Mr. Chaffin's tax withholding obligation with respect to 5,255 shares of common stock issued upon the vesting of performance based restricted stock units on March 15, 2026. Mr. Chaffin retained the remaining 3,187 shares.
Scott J. Lynn, Attorney-in-Fact for Patrick Chaffin 03/16/2026
** 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 (RHP) EVP & COO Patrick Chaffin report in this Form 4?

Patrick S. Chaffin reported vesting of restricted stock units that converted into 8,834 shares of Ryman common stock. The filing shows these as compensation-related derivative exercises, not open-market purchases, with part of the shares withheld to satisfy tax obligations.

How many Ryman (RHP) shares did Patrick Chaffin retain after tax withholding?

Patrick S. Chaffin retained 5,355 shares of Ryman common stock after tax withholding. A total of 3,479 shares were withheld to satisfy tax obligations tied to the vesting of time-based and performance-based restricted stock units on March 15, 2026.

Were any of Patrick Chaffin’s Ryman (RHP) transactions open-market buys or sells?

None of the reported transactions were open-market buys or sells. The Form 4 shows exercises of restricted stock units and related tax-withholding dispositions coded as “M” and “F,” which represent derivative vesting and shares withheld to pay taxes, rather than discretionary market trades.

How many Ryman (RHP) shares does Patrick Chaffin hold after these transactions?

After the reported vesting and tax-withholding transactions, Patrick S. Chaffin directly holds 35,645 shares of Ryman common stock. This reflects his updated ownership position following the conversion of restricted stock units into shares and the issuer’s share withholding for taxes.

What types of equity awards vested for Patrick Chaffin at Ryman (RHP)?

Both time-based and performance-based restricted stock units vested for Patrick S. Chaffin. The Form 4 and footnotes describe time-based restricted stock units with dividend equivalents, plus performance-based units, all settling into common stock on March 15, 2026, with portions withheld for taxes.

How many Ryman (RHP) shares were withheld for Patrick Chaffin’s taxes?

A total of 3,479 Ryman common shares were withheld to cover Patrick S. Chaffin’s tax obligations. Footnotes detail withholdings tied to tranches of 887, 921, 827, 944, and 5,255 vested shares, with the remaining shares from each tranche retained by him.
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