Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-13079
RYMAN HOSPITALITY PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
73-0664379
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
One Gaylord Drive
Nashville, Tennessee 37214
(Address of Principal Executive Offices)
(Zip Code)
(615) 316-6000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class
Trading Symbol(s)
Which Registered
Common stock, par value $.01
RHP
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding as of October 31, 2025
Common Stock, par value $.01
63,004,074 shares
For the Quarter Ended September 30, 2025
INDEX
Page
Part I - Financial Information
3
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets (Unaudited) – September 30, 2025 and December 31, 2024
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - For the Three and Nine Months Ended September 30, 2025 and 2024
4
Condensed Consolidated Statements of Cash Flows (Unaudited) - For the Nine Months Ended September 30, 2025 and 2024
5
Condensed Consolidated Statements of Equity and Noncontrolling Interest (Unaudited) - For the Three and Nine Months Ended September 30, 2025 and 2024
6
Notes to Condensed Consolidated Financial Statements (Unaudited)
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
23
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
51
Item 4. Controls and Procedures.
Part II - Other Information
52
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
53
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits.
54
SIGNATURES
55
2
PART I – FINANCIAL INFORMATION
ITEM 1. – FINANCIAL STATEMENTS.
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
September 30,
December 31,
2025
2024
ASSETS:
Property and equipment, net
$
4,932,998
4,124,382
Cash and cash equivalents - unrestricted
483,330
477,694
Cash and cash equivalents - restricted
33,225
98,534
Notes receivable, net
52,425
57,801
Trade receivables, net
111,147
94,184
Deferred income tax assets, net
65,019
70,511
Prepaid expenses and other assets
227,733
178,091
Intangible assets and goodwill, net
290,768
116,376
Total assets
6,196,645
5,217,573
LIABILITIES AND EQUITY:
Debt and finance lease obligations
3,976,019
3,378,396
Accounts payable and accrued liabilities
540,790
466,571
Distributions payable
75,045
71,444
Deferred management rights proceeds
164,203
164,658
Operating lease liabilities
157,912
135,117
Other liabilities
72,546
66,805
Total liabilities
4,986,515
4,282,991
Commitments and contingencies
Noncontrolling interest in Opry Entertainment Group
411,989
381,945
Equity:
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding
—
Common stock, $.01 par value, 400,000 shares authorized, 63,000 and 59,903 shares issued and outstanding, respectively
630
599
Additional paid-in capital
1,728,384
1,475,211
Treasury stock of 721 and 696 shares, at cost
(25,959)
(23,526)
Distributions in excess of retained earnings
(931,495)
(888,132)
Accumulated other comprehensive loss
(13,067)
(15,172)
Total stockholders' equity
758,493
548,980
Noncontrolling interests
39,648
3,657
Total equity
798,141
552,637
Total liabilities and equity
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(In thousands, except per share data)
Three Months Ended
Nine Months Ended
Revenues:
Rooms
195,227
184,154
585,359
557,284
Food and beverage
233,674
224,835
737,328
719,304
Other hotel revenue
71,968
58,054
192,123
171,012
Entertainment
91,589
82,915
324,443
243,993
Total revenues
592,458
549,958
1,839,253
1,691,593
Operating expenses:
48,668
45,129
142,195
134,292
139,961
127,040
414,252
387,588
Other hotel expenses
144,882
123,716
399,394
360,298
Management fees, net
16,551
16,889
52,930
56,300
Total hotel operating expenses
350,062
312,774
1,008,771
938,478
67,935
61,659
248,081
173,806
Corporate
10,062
9,724
31,591
31,080
Preopening costs
1,289
870
1,474
3,361
(Gain) loss on sale of assets
1,296
(270)
Depreciation and amortization
73,202
59,051
203,882
174,806
Total operating expenses
503,846
444,078
1,495,095
1,321,261
Operating income
88,612
105,880
344,158
370,332
Interest expense
(64,873)
(54,546)
(177,690)
(171,566)
Interest income
4,836
7,219
15,878
21,805
Loss on extinguishment of debt
(380)
(2,922)
(2,319)
Income (loss) from unconsolidated joint ventures
(37)
9
(66)
224
Other gains and (losses), net
2,168
2,758
1,864
3,075
Income before income taxes
30,326
61,320
181,222
221,551
(Provision) benefit for income taxes
3,633
(922)
(8,374)
(13,652)
Net income
33,959
60,398
172,848
207,899
Net income attributable to noncontrolling interest in Opry Entertainment Group
(987)
(997)
(3,792)
(3,688)
Net (income) loss attributable to other noncontrolling interests
1,914
(390)
544
(1,339)
Net income available to common stockholders
34,886
59,011
169,600
202,872
Basic income per share available to common stockholders
0.55
0.99
2.76
3.39
Diluted income per share available to common stockholders
0.53
0.94
2.65
3.25
Comprehensive income, net of taxes
36,047
62,047
174,953
211,067
Comprehensive income, net of taxes, attributable to noncontrolling interest in Opry Entertainment Group
(1,187)
(625)
(4,053)
(3,647)
Comprehensive (income) loss, net of taxes, attributable to other noncontrolling interests
1,901
(407)
531
(1,366)
Comprehensive income, net of taxes, available to common stockholders
36,761
61,015
171,431
206,054
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows from Operating Activities:
Amounts to reconcile net income to net cash flows provided by operating activities:
Provision for deferred income taxes
5,079
10,715
Amortization of deferred financing costs
8,762
7,995
(Income) loss from unconsolidated joint ventures
66
(224)
Equity-based compensation expense
10,777
10,724
Changes in:
Trade receivables
(3,083)
2,727
36,242
20,102
Other assets and liabilities
(8,611)
(24,864)
Net cash flows provided by operating activities
425,962
409,880
Cash Flows from Investing Activities:
Purchases of property and equipment
(252,103)
(317,323)
Collection of notes receivable
4,385
4,060
Purchase of JW Marriott Desert Ridge, net of cash acquired
(861,958)
Other investing activities, net
(18,121)
(161)
Net cash flows used in investing activities
(1,127,797)
(313,424)
Cash Flows from Financing Activities:
Borrowings under term loan B
18,861
Repayments under term loan B
(2,201)
(221,586)
Borrowings under OEG revolving credit facility
5,000
43,000
Repayments under OEG revolving credit facility
(26,000)
(32,000)
Borrowings under OEG term loan
128,128
299,250
Repayments under OEG term loan
(2,903)
(296,250)
Repayments under Block 21 CMBS loan
(128,967)
(2,153)
Repayments under Gaylord Rockies term loan
(800,000)
Issuance of senior notes
625,000
1,000,000
Deferred financing costs paid
(13,064)
(23,134)
Issuance of common stock, net
275,532
Payment of distributions
(212,641)
(199,759)
Payment of tax withholdings for share-based compensation
(5,537)
(12,131)
Other financing activities, net
(185)
(64)
Net cash flows provided by (used in) financing activities
642,162
(225,966)
Net change in cash, cash equivalents, and restricted cash
(59,673)
(129,510)
Cash, cash equivalents, and restricted cash, beginning of period
576,228
700,441
Cash, cash equivalents, and restricted cash, end of period
516,555
570,931
Reconciliation of cash, cash equivalents, and restricted cash to balance sheet:
534,931
36,000
CONDENSED CONSOLIDATED STATEMENTS OF EQUITYAND NONCONTROLLING INTEREST
Distributions
Accumulated
Additional
in Excess of
Other
Total
Noncontrolling
Common
Paid-in
Treasury
Retained
Comprehensive
Stockholders'
Interest
Stock
Capital
Earnings
Loss
Equity
Interests
in OEG
BALANCE, December 31, 2024
Net income (loss)
62,961
(658)
62,303
711
Other comprehensive loss, net of income taxes
(88)
Adjustment of noncontrolling interest to redemption value
(8,960)
8,960
Purchase of interest in consolidated joint venture
36,270
Dividends and distributions declared ($1.15 per share)
169
(803)
(68,701)
(69,335)
(454)
(69,789)
Restricted stock units and stock options surrendered
1
(5,648)
(5,647)
3,622
BALANCE, March 31, 2025
600
1,464,394
(24,329)
(893,872)
(15,260)
531,533
38,815
570,348
391,616
71,753
2,028
73,781
2,094
Other comprehensive income, net of income taxes
105
(7,576)
7,576
Reallocation of noncontrolling interest in Operating Partnership
(1,627)
1,627
30
275,502
172
(810)
(72,117)
(72,755)
(455)
(73,210)
(30)
3,495
BALANCE, June 30, 2025
1,734,330
(25,139)
(894,236)
(15,155)
800,430
42,015
842,445
401,286
(1,914)
32,972
987
2,088
(9,716)
9,716
175
(820)
(72,145)
(72,790)
(453)
(73,243)
(65)
3,660
BALANCE, September 30, 2025
BALANCE, December 31, 2023
597
1,502,710
(20,508)
(894,259)
(19,387)
569,153
3,624
572,777
345,126
43,056
284
43,340
(579)
1,408
(9,318)
9,318
Dividends and distributions declared ($1.10 per share)
161
(66,335)
(66,174)
(435)
(66,609)
(12,055)
(12,053)
3,862
BALANCE, March 31, 2024
1,485,360
(917,538)
(17,979)
529,934
3,473
533,407
353,865
100,805
665
101,470
3,270
111
(5,468)
5,468
163
(1,468)
(64,884)
(66,189)
(434)
(66,623)
41
3,383
BALANCE, June 30, 2024
1,483,479
(21,976)
(881,617)
(17,868)
562,617
3,704
566,321
362,603
Net Income
390
59,401
997
1,649
(8,674)
8,674
164
(790)
(65,538)
(66,164)
(66,599)
(42)
3,479
BALANCE, September 30, 2024
1,478,406
(22,766)
(888,144)
(16,219)
551,876
3,659
555,535
372,274
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION:
On January 1, 2013, Ryman Hospitality Properties, Inc. (“Ryman”) and its subsidiaries (collectively with Ryman, the “Company”) began operating as a real estate investment trust (“REIT”) for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of upscale, meetings-focused resorts that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels and JW Marriott brands. The five Gaylord Hotels resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”), the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”), and the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”). The two JW Marriott resorts, which the Company refers to as the JW Marriott properties, consist of the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”) and, effective June 10, 2025, the JW Marriott Phoenix Desert Ridge Resort & Spa (“JW Marriott Desert Ridge”). The Company’s other owned hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National.
The Company also owns an approximate 70% controlling equity interest in OEG Attractions Holdings, LLC, a business comprised of a number of entertainment and media assets, known as the Opry Entertainment Group (“OEG”), which the Company reports as its Entertainment segment. These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; Category 10, a brand of Luke Combs-themed bar, music venue and event spaces that opened in Nashville, Tennessee in November 2024, with an additional location expected to open in Las Vegas, Nevada in late 2026; Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”); and as of January 3, 2025, a majority and controlling equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company.
The Company consolidates the assets, liabilities and results of operations of OEG in the accompanying condensed consolidated financial statements. The portion of OEG that the Company does not own is recorded as noncontrolling interest in Opry Entertainment Group, which is classified as mezzanine equity in the accompanying condensed consolidated balance sheets, and any adjustment necessary to reflect the noncontrolling interest at its redemption value is shown in the accompanying condensed consolidated statements of equity and noncontrolling interest. See Note 4, “Income Per Share,” for further disclosure.
The condensed consolidated financial statements include the accounts of Ryman and its subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from this report pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim periods have been included. All adjustments are of a normal, recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year because of seasonal and short-term variations.
Newly Issued Accounting Standards
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Improvements to Reportable Segment Disclosures,” requiring public entities to provide disclosures of significant segment expenses and other segment items, as well as to provide in interim periods all disclosures about a
reportable segment’s profit or loss and assets that were previously required annually. The Company retrospectively adopted this guidance for fiscal year 2024 and has retrospectively adopted for interim periods beginning in fiscal year 2025. This adoption did not have a material impact on the Company’s financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures,” requiring public entities to provide additional information in the rate reconciliation, to disclose annually income taxes paid disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance is applied prospectively, but with the option to apply retrospectively, and will be effective for the Company for fiscal year 2025. The Company is currently evaluating the impact of this ASU but does not anticipate this adoption to have a material impact on the Company’s financial statements.
In November 2024, the FASB issued ASU No. 2024-03, “Expense Disaggregation Disclosures,” requiring public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement line items, including employee compensation, purchases of inventory, depreciation, intangible asset amortization and depletion for each income statement line item that includes those expenses. The guidance is applied prospectively, but with the option to apply retrospectively, and will be effective for the Company for fiscal year 2027. The Company is currently evaluating the impact of this ASU but does not anticipate this adoption to have a material impact on the Company’s financial statements.
2. JW MARRIOTT DESERT RIDGE TRANSACTION:
On June 10, 2025, the Company purchased JW Marriott Desert Ridge for approximately $865 million. Situated on approximately 402 acres of Arizona’s Sonoran Desert, JW Marriott Desert Ridge is a premier group-oriented resort with 950 rooms and approximately 243,000 total square feet of indoor and outdoor meeting and event space. The resort’s amenities include a 28,000 square-foot spa; seven food and beverage outlets; a 140,000 square-foot water experience; and two 18-hole golf courses. The Company funded the purchase price with a portion of the approximately $275.5 million in net proceeds of an underwritten registered public offering of approximately 3.0 million shares of the Company’s common stock (see Note 14, “Equity”) and approximately $614 million in net proceeds of a private placement of $625 million aggregate principal amount of 6.50% senior notes due 2033 (see Note 8, “Debt”). JW Marriott Desert Ridge assets are reflected in the Company’s Hospitality segment beginning June 10, 2025.
The Company performed a valuation of the fair value of the acquired assets and liabilities as of June 10, 2025. The valuations of the various components of property and equipment were determined principally based on the cost approach, which uses assumptions regarding replacement values from established indices. The valuation of intangible assets was based on various methods to evaluate the value of a below market ground lease and the values of advanced bookings previously received for the hotel. The Company considers each of these estimates as Level 3 fair value measurements.
The Company determined that the acquisition represents an asset acquisition and has capitalized transaction costs and allocated the purchase price to the relative fair values of assets acquired and liabilities assumed, adjusted for working capital adjustments as set forth in the purchase agreement and transaction costs, in the Company’s balance sheet at June 10, 2025 as follows (amounts in thousands):
Property and equipment
747,377
5,891
1,661
14,426
3,547
Intangible assets
114,875
Total assets acquired
887,777
(18,267)
Total liabilities assumed
Net assets acquired
869,510
3. REVENUES:
The Company’s revenues disaggregated by major source are as follows (in thousands):
Hotel group rooms
127,953
124,006
418,149
401,276
Hotel transient rooms
67,274
60,148
167,210
156,008
Hotel food and beverage - banquets
154,301
157,694
515,834
523,345
Hotel food and beverage - outlets
79,373
67,141
221,494
195,959
Hotel other
Entertainment admissions/ticketing
34,039
30,572
125,016
87,494
Entertainment food and beverage
33,481
30,573
114,353
90,430
Entertainment retail and other
24,069
21,770
85,074
66,069
The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands):
Gaylord Opryland
110,078
122,659
336,721
356,846
Gaylord Palms
66,745
68,242
228,251
222,504
Gaylord Texan
74,082
73,096
242,953
241,895
Gaylord National
78,098
69,751
242,340
226,394
Gaylord Rockies
77,951
72,658
230,621
213,316
JW Marriott Hill Country
51,615
54,273
173,464
167,064
JW Marriott Desert Ridge
36,118
41,467
AC Hotel
2,880
2,686
9,140
9,615
Inn at Opryland and other
3,302
3,678
9,853
9,966
Total Hospitality segment revenues
500,869
467,043
1,514,810
1,447,600
The majority of the Company’s Entertainment segment revenues are concentrated in Nashville, Tennessee; Las Vegas, Nevada; and Austin, Texas.
The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms and advanced ticketing at its OEG venues. At September 30, 2025 and December 31, 2024, the Company had $239.3 million and $173.0 million, respectively, in deferred revenues, which are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. Of the amount outstanding at December 31, 2024, approximately $127.0 million was recognized in revenue during the nine months ended September 30, 2025.
10
4. INCOME PER SHARE:
The computation of basic and diluted earnings per common share is as follows (in thousands, except per share data):
Numerator:
Net income attributable to noncontrolling interest in OEG
3,792
3,688
Net income available to common stockholders - if-converted method
35,873
60,008
173,392
206,560
Denominator:
Weighted average shares outstanding - basic (1)
63,000
59,900
61,435
59,845
Effect of dilutive equity-based compensation
166
223
184
287
Effect of dilutive put rights
4,169
3,778
3,844
3,403
Weighted average shares outstanding - diluted (1)
67,335
63,901
65,463
63,535
As more fully discussed in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, although currently not exercisable, the minority investor of OEG has certain put rights (the “OEG Put Rights”) to require the Company to purchase the minority investor’s equity interest in OEG, which the Company may pay in cash or Company stock at the Company’s option. The Company calculated potential dilution for the OEG Put Rights based on the if-converted method, which assumes the OEG Put Rights were converted on the first day of the period or the date of issuance and the minority investor’s noncontrolling equity interest was redeemed in exchange for shares of the Company’s common stock.
The operating partnership units (“OP Units”) held by the noncontrolling interest holders in RHP Hotel Properties, LP (the “Operating Partnership”) have been excluded from the denominator of the diluted income per share calculation for the three and nine months ended September 30, 2025 and 2024 as there would be no effect on the calculation of diluted income per share because the income or loss attributable to the OP Units held by the noncontrolling interest holders would also be added or subtracted to derive net income available to common stockholders.
5. ACCUMULATED OTHER COMPREHENSIVE LOSS:
The Company’s balance in accumulated other comprehensive loss is comprised of amounts related to the Company’s frozen noncontributory defined benefit pension plan, interest rate derivatives designated as cash flow hedges related to the Company’s outstanding debt as discussed in Note 8, “Debt,” and amounts related to an other-than-temporary impairment of a held-to-maturity investment that existed prior to 2020 with respect to the notes receivable discussed in Note 7, “Notes Receivable,” to the condensed consolidated financial statements included herein.
11
Changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2025 and 2024 consisted of the following (in thousands):
Other-Than-
Minimum
Temporary
Pension
Impairment of
Interest Rate
Liability
Investment
Derivatives
Balance, December 31, 2024
(12,120)
(2,667)
(385)
Gains arising during period
1,994
756
2,750
Amounts reclassified from accumulated other comprehensive loss
(525)
158
135
(232)
Income tax expense
(413)
Net other comprehensive income
1,056
891
2,105
Balance, September 30, 2025
(11,064)
(2,509)
506
Balance, December 31, 2023
(15,187)
(2,878)
(1,322)
3,299
1,278
4,577
227
(939)
(554)
(855)
2,671
339
3,168
Balance, September 30, 2024
(12,516)
(2,720)
(983)
6. PROPERTY AND EQUIPMENT:
Property and equipment at September 30, 2025 and December 31, 2024 is summarized as follows (in thousands):
Land and land improvements
727,648
613,870
Buildings
5,213,994
4,593,839
Furniture, fixtures and equipment
1,513,664
1,329,039
Right-of-use finance lease assets
1,841
1,017
Construction-in-progress
181,171
110,897
7,638,318
6,648,662
Accumulated depreciation and amortization
(2,705,320)
(2,524,280)
7. NOTES RECEIVABLE:
As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, in connection with the development of Gaylord National, the Company holds two issuances of governmental bonds (“Series A bond” and “Series B bond”) with a total carrying value and approximate fair value of $52.4 million and $57.8 million at September 30, 2025 and December 31, 2024, respectively, net of credit loss reserve of $38.0 million at each of September 30, 2025 and December 31, 2024. The Company receives debt service and principal payments thereon, payable from property tax increments, hotel taxes and special hotel rental taxes generated from Gaylord National through the maturity dates of July 1, 2034 and September 1, 2037, respectively. Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected. During the periods presented, the Company has accrued interest only on the Series A bond.
The Company has the intent and ability to hold these bonds to maturity. The Company’s quarterly assessment of credit losses considers the estimate of projected tax revenues that will service the bonds over their remaining terms. These tax revenue projections are updated each quarter to reflect updated industry projections as to future anticipated operations of the hotel. As a result of reduced tax revenue projections over the life of the bonds as well as certain cumulative priority
12
payments due to others, the Series B bond is fully reserved. The Series A bond is of higher priority than other tranches which fall between the Company’s two issuances.
During the three months ended September 30, 2025 and 2024, the Company recorded interest income of $1.0 million and $1.1 million, respectively, and during the nine months ended September 30, 2025 and 2024, the Company recorded interest income of $3.3 million and $3.5 million, respectively, on these bonds. The Company received payments of $8.8 million during each of the nine months ended September 30, 2025 and 2024 relating to these notes receivable.
8. DEBT:
The Company’s debt and finance lease obligations at September 30, 2025 and December 31, 2024 consisted of (in thousands):
$700M Revolving Credit Facility, interest at SOFR plus 1.50%, maturing May 18, 2027
Term Loan B, interest at SOFR plus 2.00%, maturing May 18, 2030
290,590
292,791
Senior Notes, interest at 4.75%, maturing October 15, 2027
700,000
Senior Notes, interest at 7.25%, maturing July 15, 2028
400,000
Senior Notes, interest at 4.50%, maturing February 15, 2029
600,000
Senior Notes, interest at 6.50%, maturing April 1, 2032
Senior Notes, interest at 6.50%, maturing June 15, 2033
$80M OEG Revolver, interest at SOFR plus 3.50%, maturing June 28, 2029
21,000
OEG Term Loan, interest at SOFR plus 3.50%, maturing June 28, 2031
426,347
Block 21 CMBS Loan, interest at 5.58%, original maturity January 5, 2026
128,967
Finance lease obligations
699
Unamortized deferred financing costs
(54,702)
(51,484)
Unamortized discounts and premiums, net
(11,915)
(12,183)
Total debt
Amounts due within one year of the balance sheet date consist of amortization payments for the term loan B of 1.0% of the refinanced $293.5 million principal balance and amortization payments for the OEG term loan of approximately 1.0% of the refinanced $428.5 million principal balance.
At September 30, 2025, there were no defaults under the covenants related to the Company’s outstanding debt.
$625 Million 6.50% Senior Notes due 2033
On June 4, 2025, the Operating Partnership and RHP Finance Corporation (collectively, the “issuing subsidiaries”) completed the private placement of $625.0 million in aggregate principal amount of 6.50% senior notes due 2033 (the “$625 Million 6.50% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement.
The $625 Million 6.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $625 Million 6.50% Senior Notes have a maturity date of June 15, 2033 and bear interest at 6.50% per annum, payable semi-annually in cash in arrears on June 15 and December 15 each year, beginning on December 15, 2025. The $625 Million 6.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the Company’s $700 million in aggregate principal amount of 4.75% senior notes due 2027, $400 million in aggregate principal amount of 7.25% senior notes due 2028, $600 million in aggregate principal amount of 4.50% senior notes due 2029, and $1 billion in aggregate principal amount of 6.50% senior notes due 2032, and senior in right of payment to future subordinated indebtedness, if any.
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The $625 Million 6.50% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness, including the Operating Partnership’s existing credit facility, to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $625 Million 6.50% Senior Notes. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $625 Million 6.50% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $625 Million 6.50% Senior Notes.
The net proceeds from the issuance of the $625 Million 6.50% Senior Notes totaled approximately $614 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The Company used these net proceeds to fund a portion of the purchase price for JW Marriott Desert Ridge discussed in Note 2.
The $625 Million 6.50% Senior Notes are redeemable before June 15, 2028, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $625 Million 6.50% Senior Notes will be redeemable, in whole or in part, at any time on or after June 15, 2028 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.250%, 101.625%, and 100.000% beginning on June 15 of 2028, 2029, and 2030, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.
OEG Credit Facility
On April 28, 2025, certain OEG subsidiaries borrowed an incremental term loan in an aggregate principal amount of $130 million (the “Incremental OEG Loan”) on the same terms as the existing term loan under the OEG credit facility. The net proceeds of the Incremental OEG Loan, together with cash on hand, were used to defease the non-recourse term loan secured by a mortgage on Block 21. As increased by the Incremental OEG Loan, the OEG credit facility consists of (i) a senior secured term loan facility in an aggregate principal amount equal to $428.5 million and (ii) a senior secured revolving credit facility in an aggregate principal amount not to exceed $80.0 million. No changes were made to the applicable interest rates or maturity date of any indebtedness under the OEG credit facility. In addition, the terms of the Incremental OEG Loan confirm that the annual amortization under the OEG term loan is approximately 1% of the refinanced $428.5 million outstanding principal amount, with the balance due at maturity.
Block 21 CMBS Loan
In connection with the purchase of Block 21 in May 2022, a subsidiary of the Company assumed the $136 million, ten-year, non-recourse loan secured by a mortgage on Block 21 (the “Block 21 CMBS Loan”). The proceeds of the Incremental OEG Loan described above were used to defease the Block 21 CMBS Loan in full in April 2025.
Interest Rate Derivatives
The Company has entered into interest rate swaps to manage interest rate risk associated with a portion of the OEG term loan. These swaps have been designated as cash flow hedges whereby the Company receives variable-rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount. The Company does not use derivatives for trading or speculative purposes and currently does not hold any derivatives that are not designated as hedges.
For derivatives designated as and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified to interest expense in the same period during which the hedged transaction affects earnings. These amounts reported in accumulated other comprehensive loss will be reclassified to interest expense as interest payments are made on the related variable-rate debt. The Company estimates that $0.6 million will be reclassified from accumulated other comprehensive loss to a decrease in interest expense in the next twelve months.
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The estimated fair value of the Company’s derivative financial instruments at September 30, 2025 and December 31, 2024 is as follows (in thousands):
Estimated Fair Value
Asset (Liability) Balance
Strike
Notional
Hedged Debt
Type
Rate
Index
Maturity Date
Amount
OEG Term Loan
Interest Rate Swap
4.5330%
3-month SOFR
December 18, 2025
100,000
(109)
(386)
3.2140%
December 20, 2028
102
-
3.1700%
125,000
512
505
Derivative financial instruments in an asset position are included in prepaid expenses and other assets, and those in a liability position are included in other liabilities in the accompanying condensed consolidated balance sheets.
The effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations for the respective periods is as follows (in thousands):
Amount of Gain (Loss)
Amount of (Gain) Loss
Recognized in OCI
Reclassified from Accumulated
on Derivatives
Location of Gain (Loss)
OCI into Income (Expense)
Reclassified from
Accumulated OCI
into Income (Expense)
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps
656
(1,048)
29
190
Total derivatives
Recognized in OCI on
939
Reclassifications from accumulated other comprehensive loss for interest rate swaps are shown in the table above and included in interest expense. Total consolidated interest expense for the three months ended September 30, 2025 and 2024 was $64.9 million and $54.5 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $177.7 million and $171.6 million, respectively.
At September 30, 2025, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $0.1 million. As of September 30, 2025, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at the aggregate termination value of $0.1 million. In addition, the Company has an agreement with its derivative counterparty that contains a provision whereby the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.
9. DEFERRED MANAGEMENT RIGHTS PROCEEDS:
On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage the Gaylord Hotels properties (the “Management Rights”) to Marriott for $210.0 million in cash. Effective October 1, 2012, Marriott assumed responsibility for managing the day-to-day operations of the Gaylord Hotels properties pursuant to a management agreement for each Gaylord Hotel property. The Company allocated $190.0 million of the purchase price to
15
the Management Rights, based on the Company’s estimates of the fair values for the respective components. For financial accounting purposes, the amount related to the Management Rights was deferred and is amortized on a straight-line basis over the 65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense.
10. LEASES:
The Company is a lessee of a 65.3-acre site in Osceola County, Florida on which Gaylord Palms is located; a 234-acre site in Maricopa County, Arizona on which a portion of JW Marriott Desert Ridge is located; building or land leases for Ole Red Gatlinburg, Ole Red Orlando, Ole Red Tishomingo, Ole Red Nashville International Airport, Ole Red Las Vegas and Category 10 Las Vegas; and various warehouse, general office and other equipment leases. The Gaylord Palms land lease has a term through 2074, which may be extended through January 2101, at the Company’s discretion. The JW Marriott Desert Ridge land lease has a term through 2092. The leases for Ole Red locations range from five to ten years, with renewal options ranging from five to fifty-five years, at the Company’s discretion, with the exception of Ole Red Nashville International Airport, which has no extension option. The lease for Category 10 Las Vegas includes an initial ten-year term, with two, five-year renewal options, at the Company’s discretion. Extension options were not considered reasonably assured to be exercised as of the date of the agreement and, as a result, are not included in the Company’s calculation of its right-of-use assets and lease liabilities.
The terms of the Gaylord Palms lease include variable lease payments based upon net revenues at Gaylord Palms, and certain other of the Company’s leases include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company’s lease costs for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands):
Operating lease cost
5,256
4,746
15,304
14,313
Finance lease cost:
Amortization of right-of-use assets
149
47
247
142
Interest on lease liabilities
22
Net lease cost
5,419
4,794
15,573
14,457
Future minimum lease payments under non-cancelable leases at September 30, 2025 are as follows (in thousands):
Operating
Finance
Leases
Year 1
10,676
367
Year 2
13,100
Year 3
13,860
124
Year 4
12,846
21
Year 5
12,924
Years thereafter
622,507
Total future minimum lease payments
685,913
759
Less amount representing interest
(528,001)
(60)
Total present value of minimum payments
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The remaining lease term and discount rate for the Company’s leases are as follows:
Weighted-average remaining lease term:
Operating leases
40.3
years
Finance leases
2.4
Weighted-average discount rate:
7.2
%
5.9
11. STOCK PLANS:
During the nine months ended September 30, 2025, the Company granted 0.2 million restricted stock units with a weighted-average grant date fair value of $100.84 per unit. There were 0.5 million and 0.4 million restricted stock units outstanding at September 30, 2025 and December 31, 2024, respectively.
Compensation expense for the Company’s equity-based compensation plans was $3.7 million and $3.5 million for the three months ended September 30, 2025 and 2024, respectively, and $10.8 million and $10.7 million for the nine months ended September 30, 2025 and 2024, respectively.
12. INCOME TAXES:
The Company elected to be taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, generally the Company is not subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that it distributes to its stockholders. The Company continues to be required to pay federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (“TRSs”).
For the three months ended September 30, 2025 and 2024, the Company recorded an income tax provision (benefit) of $(3.6) million and $0.9 million, respectively, related to its TRSs. For the nine months ended September 30, 2025 and 2024, the Company recorded an income tax provision of $8.4 million and $13.7 million, respectively, related to its TRSs.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. The Company is currently evaluating the potential tax implications of the OBBBA, but based on the Company’s preliminary assessment, it does not expect the legislation to have a material impact on the Company’s financial statements.
At September 30, 2025 and December 31, 2024, the Company had no unrecognized tax benefits.
13. COMMITMENTS AND CONTINGENCIES:
The Company has entered into employment agreements with certain officers, which provide for severance payments upon certain events, including certain terminations in connection with a change of control.
On April 9, 2024, the Company received service of process in a lawsuit naming the Company and a subsidiary as co-defendants with Marriott, as the manager, and multiple contractors in a personal injury lawsuit filed by individual plaintiffs in Colorado state court. The lawsuit relates to a May 2023 incident at the Gaylord Rockies indoor pool amenity involving the collapse of HVAC equipment. The complaint requests an unspecified amount of damages related to alleged injuries to two guests. The Company intends to vigorously defend the lawsuit and believes it has strong defenses. The lawsuit is in its early stages so the Company cannot predict its likely outcome or estimate the range of possible loss, but the Company does not believe that the outcome will have a material impact on the Company’s financial position.
In addition, the Company, in the ordinary course of business, is involved in certain legal actions and claims on a variety of matters. It is the opinion of management that such contingencies will not have a material effect on the financial statements of the Company.
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14. EQUITY
Equity Offering
In May 2025, the Company completed an underwritten public offering of approximately 3.0 million shares of its common stock, par value $0.01 per share, at a price to the public of $96.20 per share. Net proceeds to the Company, after deducting underwriter discounts and commissions and other expenses paid by the Company, were approximately $275.5 million. The Company used a portion of these proceeds to fund a portion of the purchase price to acquire JW Marriott Desert Ridge as discussed in Note 2 and the remainder for general corporate purposes.
Dividends
On February 20, 2025, the Company’s board of directors declared the Company’s first quarter 2025 cash dividend in the amount of $1.15 per share of common stock, or an aggregate of approximately $69.5 million in cash, which was paid on April 15, 2025 to stockholders of record as of the close of business on March 31, 2025.
On May 9, 2025, the Company’s board of directors declared the Company’s second quarter 2025 cash dividend in the amount of $1.15 per share of common stock, or an aggregate of approximately $72.9 million in cash, which was paid on July 15, 2025 to stockholders of record as of the close of business on June 30, 2025.
On September 17, 2025, the Company’s board of directors declared the Company’s third quarter 2025 cash dividend in the amount of $1.15 per share of common stock, or an aggregate of approximately $72.9 million in cash, which was paid on October 15, 2025 to stockholders of record as of the close of business on September 30, 2025.
Noncontrolling Interest in the Operating Partnership
The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP Units held by the noncontrolling limited partners are redeemable for cash, or if the Company so elects, in shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments. At September 30, 2025, 0.4 million outstanding OP Units, or 0.6% of the outstanding OP Units, were held by the noncontrolling limited partners and are included as a component of equity in the accompanying condensed consolidated balance sheets. The Company owns, directly or indirectly, the remaining 99.4% of the outstanding OP Units.
15. FAIR VALUE MEASUREMENTS:
The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The investments held by the Company in connection with its deferred compensation plan consist of mutual funds traded in an active market. The Company determined the fair value of these mutual funds based on the net asset value per unit of the funds or the portfolio, which is based upon quoted market prices in an active market. Therefore, the Company has categorized these investments as Level 1.
The Company’s interest rate swaps consist of over-the-counter swap contracts, which are not traded on a public exchange. The Company determines the fair value of these swap contracts based on a widely accepted valuation methodology of netting the discounted future fixed cash flows and the discounted expected variable cash flows, using interest rates derived from observable market interest rate curves and volatilities, with appropriate adjustments for any significant impact of non-performance risk of the parties to the swap contracts. Therefore, these swap contracts have been classified as Level 2.
The Company has consistently applied the above valuation techniques in all periods presented and believes it has obtained the most accurate information available for each type of instrument.
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The Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024, were as follows (in thousands):
Markets for
Observable
Unobservable
Identical Assets
Inputs
(Level 1)
(Level 2)
(Level 3)
Deferred compensation plan investments
43,834
Variable to fixed interest rate swaps
614
Total assets measured at fair value
44,448
109
Total liabilities measured at fair value
37,440
386
The remainder of the assets and liabilities held by the Company at September 30, 2025 are not required to be recorded at fair value, and financial assets and liabilities approximate fair value.
See Note 2, “JW Marriott Desert Ridge Transaction,” for additional disclosures related to the fair value measurements used in the accounting for the purchase of JW Marriott Desert Ridge.
16. FINANCIAL REPORTING BY BUSINESS SEGMENTS:
The Company’s operations are organized into the following principal business segments:
The Company’s chief operating decision maker (“CODM”) is comprised of the Company’s chief executive officer and the Company’s chief financial officer. The CODM uses segment operating income (loss) to evaluate the performance of each segment and to allocate resources.
The accounting policies for each segment are the same as those described in Note 1, “Description of the Business and Summary of Significant Accounting Policies,” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The Company does not have intersegment sales or transfers.
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The following information is derived directly from the segments’ internal financial reports used by the CODM for corporate management purposes (amounts in thousands):
For the Three Months Ended September 30, 2025
Hospitality
Corporate and Other
Revenues
Expenses:
Other hotel expenses (1)
Management fees
Employment costs
28,736
Cost of goods sold
13,492
Contract services
9,713
Non-income taxes and insurance
3,806
Other segment expenses (1)
12,188
22,250
Loss on sale of assets
63,729
9,242
231
Operating income (loss)
87,078
11,827
(10,293)
(11)
(9,572)
(55,290)
Loss from unconsolidated joint ventures (2)
For the Three Months Ended September 30, 2024
25,685
11,977
8,935
4,659
10,403
20,127
51,488
7,336
102,781
13,050
(9,951)
(8,984)
(45,564)
Income from unconsolidated joint ventures (2)
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For the Nine Months Ended September 30, 2025
91,107
43,410
51,942
21,933
39,689
71,280
175,232
27,954
696
330,807
45,638
(32,287)
(39)
(27,979)
(149,672)
For the Nine Months Ended September 30, 2024
75,057
33,908
25,177
9,384
30,280
61,360
Gain on sale of assets
152,271
21,842
693
356,851
44,984
(31,503)
(14,612)
(29,805)
(127,149)
Total assets:
4,962,260
4,081,754
751,779
653,969
482,606
481,850
The following table represents capital expenditures by segment for the periods presented (amounts in thousands):
229,726
230,187
22,154
87,086
50
Total capital expenditures
252,103
317,323
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Ryman Hospitality Properties, Inc. (“Ryman”) is a Delaware corporation that conducts its operations so as to maintain its qualification as a real estate investment trust (“REIT”) for federal income tax purposes. The Company (as defined below) conducts its business through an umbrella partnership REIT, in which all of its assets are held by, and operations are conducted through, RHP Hotel Properties, LP, a subsidiary operating partnership (the “Operating Partnership”). RHP Finance Corporation, a Delaware corporation (“Finco”), was formed as a wholly-owned subsidiary of the Operating Partnership for the sole purpose of being a co-issuer of debt securities with the Operating Partnership. Neither Ryman nor Finco has any material assets, other than Ryman’s investment in the Operating Partnership and the Operating Partnership’s subsidiaries. Neither the Operating Partnership nor Finco has any business, operations, financial results or other material information, other than the business, operations, financial results and other material information described in this Quarterly Report on Form 10-Q and Ryman’s other reports, documents or other information filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this report, we use the terms the “Company,” “we” or “our” to refer to Ryman Hospitality Properties, Inc. and its subsidiaries unless the context indicates otherwise.
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report and our audited consolidated financial statements and related notes for the year ended December 31, 2024, included in our Annual Report on Form 10-K that was filed with the SEC on February 21, 2025.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern our goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions, and other statements that are not necessarily based on historical facts. Without limitation, you can identify these statements by the fact that they do not relate strictly to historical or current facts, and these statements may contain words such as “may,” “will,” “could,” “should,” “might,” “projects,” “expects,” “believes,” “anticipates,” “intends,” “plans,” “continue,” “estimate,” or “pursue,” or the negative or other variations thereof or comparable terms. In particular, they include statements relating to, among other things, future actions, strategies, future performance, the outcome of contingencies such as legal proceedings and future financial results. These may also include statements regarding (i) the future performance of our business, anticipated business levels and our anticipated financial results during future periods; (ii) the effect of our election to be taxed as a REIT and maintain REIT status for federal income tax purposes; (iii) the holding of our non-qualifying REIT assets in one or more taxable REIT subsidiaries (“TRSs”); (iv) our dividend policy, including the frequency and amount of any dividend we may pay; (v) our strategic goals and potential growth opportunities, including future expansion of the geographic diversity of our existing asset portfolio through acquisitions and investment in joint ventures; (vi) Marriott International, Inc.’s (“Marriott”) ability to effectively manage our hotels and other properties; (vii) our anticipated capital expenditures and investments; (viii) the potential operating and financial restrictions imposed on our activities under existing and future financing agreements including our credit facility and other contractual arrangements with third parties, including management agreements with Marriott; (ix) our ability to borrow available funds under our credit facility; (x) our expectations about successfully amending the agreements governing our indebtedness should the need arise; (xi) the effects of inflation, other macroeconomic conditions and increased costs on our business and on our customers, including group customers at our hotels; (xii) risks associated with the integration of JW Marriott Desert Ridge into our existing asset base; and (xiii) any other business or operational matters. We have based these forward-looking statements on our current expectations and projections about future events.
We caution the reader that forward-looking statements involve risks and uncertainties that cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, risks and uncertainties associated with economic conditions affecting the hospitality business generally, the geographic concentration of our hotel properties, business levels at our hotels, the effects of inflation and changes in international, national, regional and local economic and market conditions (such as the
imposition of trade barriers or other changes in trade policy) on our business, including the effects on costs of labor and supplies and effects on group customers at our hotels and customers in our OEG businesses, our ability to remain qualified as a REIT, our ability to execute our strategic goals as a REIT, our ability to generate cash flows to support dividends, future board determinations regarding the timing and amount of dividends and changes to the dividend policy, our ability to borrow funds pursuant to our credit agreements and to refinance indebtedness and/or to successfully amend the agreements governing our indebtedness in the future, changes in interest rates, and those factors described elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024 or described from time to time in our other reports filed with the SEC.
Any forward-looking statement made in this Quarterly Report on Form 10-Q speaks only as of the date on which the statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements we make in this Quarterly Report on Form 10-Q, except as may be required by law.
Overview
We operate as a REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. Our core holdings include a network of upscale, meetings-focused resorts totaling 11,869 rooms that are managed by Marriott under the Gaylord Hotels and JW Marriott brands. The five Gaylord Hotels resorts, which we refer to as our Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”), the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”), and the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”). The two JW Marriott resorts, which we refer to as the JW Marriott properties, consist of the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”) and, effective June 10, 2025, the JW Marriott Phoenix Desert Ridge Resort & Spa (“JW Marriott Desert Ridge”). Our other hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National.
Each of our award-winning Gaylord Hotels properties and JW Marriott properties incorporates not only high-quality lodging, but also large-scale meeting, convention and exhibition space, superb food and beverage options and retail and spa facilities within a single self-contained property. Our Gaylord Hotels properties each include at least 400,000 square feet of meeting, convention and exhibit space, and our JW Marriott properties each include at least 240,000 square feet of meeting, convention and exhibit space. As a result, our Gaylord Hotels properties and JW Marriott properties provide a convenient and entertaining environment for convention guests. Our Gaylord Hotels properties and JW Marriott properties focus on the large group meetings market in the United States.
We also own an approximate 70% controlling equity interest in a business comprised of a number of entertainment and media assets, known as the Opry Entertainment Group (“OEG”), which we report as our Entertainment segment. These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 99 years; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; Category 10, a brand of Luke Combs-themed bar, music venue and event spaces that opened in Nashville, Tennessee in November 2024, with an additional location expected to open in Las Vegas, Nevada in late 2026; Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”), and as of January 3, 2025, a majority and controlling equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company.
See “Cautionary Note Regarding Forward-Looking Statements” in this Item 2 and Item 1A, “Risk Factors,” in Part II of this Quarterly Report on Form 10-Q and Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2024 for important information regarding forward-looking statements made in this report and risks and uncertainties we face.
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Significant 2025 Activities
Significant activities we have undertaken in 2025 include (as well as where you can find more information herein or in the accompanying condensed consolidated financial statements):
Dividend Policy
Our board of directors has approved a dividend policy pursuant to which we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof. The dividend policy may be altered at any time by our board of directors (as otherwise permitted by our credit agreement) and certain provisions of our agreements governing our other indebtedness may prohibit us from paying dividends in accordance with any policy we may adopt.
Our Long-Term Strategic Plan
Our goal is to be the nation’s premier hospitality REIT for group-oriented meeting hotel assets in urban and resort markets.
Existing Hotel Property Design. Our Gaylord Hotels properties and JW Marriott properties focus on the large group meetings and regional leisure transient markets in the United States and incorporate meeting and exhibition space, signature guest rooms, food and beverage offerings, fitness and spa facilities and other attractions within a large hotel property so attendees’ needs are met in one location. We believe this strategy creates a better experience for both meeting planners and guests and has led to our current Gaylord Hotels properties and JW Marriott properties claiming a place among the leading convention hotels in the country.
Expansion of Hotel Asset Portfolio. Part of our long-term growth strategy includes acquisitions or developments of other hotels, particularly in the group meetings sector of the hospitality industry, either alone or through joint ventures or alliances with one or more third parties. We will consider attractive investment opportunities which meet our acquisition parameters, specifically, group-oriented large hotels and overflow hotels with existing or potential leisure appeal. We are generally interested in highly accessible upper-upscale or luxury assets with over 400 hotel rooms in urban and resort group destination markets. We also consider assets that possess significant meeting space or present a repositioning opportunity and/or would significantly benefit from capital investment in additional rooms or meeting space. We are consistently considering acquisitions that would expand the geographic diversity of our existing asset portfolio. To this end, we purchased JW Marriott Hill Country in June 2023 and JW Marriott Desert Ridge in June 2025.
Continued Investment in Our Existing Properties. We continuously evaluate and invest in our current portfolio and consider enhancements or expansions as part of our long-term strategic plan. In 2024, we completed a $98 million multi-year interior and exterior enhancement project at Gaylord Rockies to better position the property for our group customers. In early 2024, we identified over $1 billion in capital investment opportunities across our entire hotel portfolio, comprised of projects that we anticipate completing in phases through 2027. Our ongoing plans for a nearly $225 million multi-phase capital improvement plan at Gaylord Opryland include the expansion of approximately
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108,000 square feet of premium, carpeted meeting space; the construction of a sports bar, event lawn and pavilion; and the renovation of multiple ballrooms and pre-function space.
Leverage Brand Name Awareness. We believe the Grand Ole Opry is one of the most recognized entertainment brands in the United States. We promote the Grand Ole Opry name through various media, including our WSM-AM radio station, the Internet and television, and through performances by the Grand Ole Opry’s members, many of whom are renowned country music artists. As such, we have alliances in place with multiple distribution partners in an effort to foster brand extension. We believe that licensing our brand may provide an opportunity to increase revenues and cash flow with relatively little capital investment. We are continuously exploring additional products, such as television specials and retail products, through which we can capitalize on our brand affinity and awareness. To this end, we have invested in six Ole Red locations, purchased Block 21, opened our first Category 10 in November 2024, purchased a majority interest in Southern Entertainment in January 2025, and in September 2025, the Grand Ole Opry traveled to the Royal Albert Hall in London for the first international performance in its history. Further, in 2022, we completed a strategic transaction to sell a minority interest in OEG to an affiliate of Atairos Group, Inc. and its strategic partner NBCUniversal Media, LLC, who we believe will continue to help us expand the distribution of our OEG brands.
Short-Term Capital Allocation. Our short-term capital allocation strategy is focused on returning capital to stockholders through the payment of dividends, in addition to investing in our assets and operations. Our dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof.
Our Operations
Our operations are organized into three principal business segments:
For the three and nine months ended September 30, 2025 and 2024, our total revenues were divided among these business segments as follows:
Segment
85
82
86
0
Key Performance Indicators
The operating results of our Hospitality segment are highly dependent on the volume of customers at our hotels and the quality of the customer mix at our hotels, which are managed by Marriott. These factors impact the price that Marriott can charge for our hotel rooms and other amenities, such as food and beverage and meeting space. The following key performance indicators are commonly used in the hospitality industry and are used by management to evaluate hotel performance and allocate capital expenditures:
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We also use certain “non-GAAP financial measures,” which are measures of our historical performance that are not calculated and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), within the meaning of applicable SEC rules. These measures include:
See “Non-GAAP Financial Measures” below for further discussion.
The results of operations of our Hospitality segment are affected by the number and type of group meetings and conventions scheduled to attend our hotels in a given period. A variety of factors can affect the results of any interim period, including the nature and quality of the group meetings and conventions attending our hotels during such period, which meetings and conventions (and applicable room rates) have often been contracted for several years in advance, seasonality, the level of attrition our hotels experience, and the level of transient business at our hotels during such period. Increases in costs, including labor costs, costs of food and other supplies, and energy costs can negatively affect our results, particularly during an inflationary economic environment. We rely on Marriott, as the manager of our hotels, to manage these factors and to offset any identified shortfalls in occupancy.
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Selected Financial Information
The following table contains our unaudited selected summary financial data for the three and nine months ended September 30, 2025 and 2024. The table also shows the percentage relationships to total revenues and, in the case of segment operating income, its relationship to segment revenues (in thousands, except percentages).
Unaudited
Three Months Ended September 30,
Nine Months Ended September 30,
REVENUES:
33.0
33.5
31.8
32.9
39.4
40.9
40.1
42.5
12.1
10.6
10.4
10.1
15.5
15.1
17.6
14.4
100.0
OPERATING EXPENSES:
8.2
7.7
7.9
23.6
23.1
22.5
22.9
24.5
21.7
21.3
Hotel management fees, net
2.8
3.1
2.9
3.3
11.5
11.2
13.5
10.3
1.7
1.8
0.2
0.1
(0.0)
Depreciation and amortization:
10.8
9.4
9.5
9.0
1.6
1.3
1.5
0.0
Total depreciation and amortization
12.4
10.7
11.1
85.0
80.7
81.3
78.1
OPERATING INCOME (LOSS):
17.4
22.0
21.8
24.7
14,412
15.7
13,920
16.8
48,408
14.9
48,345
19.8
(A)
(31,773)
(1,289)
(0.2)
(870)
(1,474)
(0.1)
(3,361)
Gain (loss) on sale of assets
(1,296)
270
Total operating income
15.0
19.3
18.7
21.9
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Summary Financial Results
Results of Operations
The following table summarizes our financial results for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages and per share data):
Change
8.7
13.2
(16.3)
(7.1)
(43.8)
(16.9)
(40.9)
(16.4)
Net income available to common stockholders per share - diluted (1)
(43.6)
(18.5)
Total Revenues
The increase in our total revenues for the three months ended September 30, 2025, as compared to the same period in 2024, is primarily attributable to an increase in our Hospitality segment and Entertainment segment of $33.8 million and $8.7 million, respectively, as presented in the tables below. The increase in our total revenues for the nine months ended September 30, 2025, as compared to the same period in 2024, is primarily attributable to an increase in our Entertainment segment and Hospitality segment of $80.5 million and $67.2 million, respectively, as presented in the tables below.
Total Operating Expenses
The increase in our total operating expenses for the three months ended September 30, 2025, as compared to the same period in 2024, is primarily the result of increases in our Hospitality segment and Entertainment segment of $37.3 million and $6.3 million, respectively, and an increase of $14.2 million in depreciation and amortization expense, as presented in the tables below.
The increase in our total operating expenses for the nine months ended September 30, 2025, as compared to the same period in 2024, is primarily the result of increases in our Entertainment segment and Hospitality segment of $74.3 million and $70.3 million, respectively, and an increase of $29.1 million in depreciation and amortization expense, as presented in the tables below. In addition, the increase in total operating expenses for the nine months ended September 30, 2025, as compared to the same period in 2024, is partially attributable to the prior year period including a reduction in total operating expenses of $9.1 million related to a refund of Tennessee franchise tax for prior years caused by a change in tax law.
Operating Income
The above factors resulted in a decrease of $17.3 million and $26.2 million in operating income for the three and nine months ended September 30, 2025, respectively, as compared to the 2024 periods.
Our $26.4 million decrease in net income for the three months ended September 30, 2025, as compared to the same period in 2024, was primarily due to the changes in our revenues and operating expenses reflected above, impacted by the following factors, each as described more fully below:
Our $35.1 million decrease in net income for the nine months ended September 30, 2025, as compared to the same period in 2024, was primarily due to the changes in our revenues and operating expenses reflected above, impacted by the following factors, each as described more fully below:
Factors and Trends Contributing to Performance and Current Environment
Important factors and trends contributing to our performance during the three months ended September 30, 2025, compared to the three months ended September 30, 2024, were:
Important factors and trends contributing to our performance during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, were:
Other important factors and trends for the three and nine months ended, and as of, September 30, 2025 include:
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Operating Results – Detailed Segment Financial Information
Hospitality Segment
Total Segment Results. The following presents the financial results of our Hospitality segment for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages and performance metrics):
6.0
5.0
3.9
2.5
24.0
12.3
Total hospitality revenue
4.6
Hospitality operating expenses:
7.8
10.2
6.9
17.1
10.9
(2.0)
(6.0)
23.8
Total Hospitality operating expenses
413,791
364,262
13.6
1,184,003
1,090,749
8.5
Hospitality operating income
(15.3)
(7.3)
Hospitality performance metrics:
Occupancy
66.6
69.5
(2.9)
pts
69.8
70.0
ADR
257.74
252.42
2.1
260.25
254.72
2.2
RevPAR (2)
171.63
175.37
(2.1)
181.60
178.19
1.9
Total RevPAR (3)
440.33
444.77
(1.0)
469.95
462.87
Net Definite Group Room Nights Booked
505,644
477,121
1,263,520
1,315,138
(3.9)
Same-store Hospitality performance metrics (4):
67.3
(2.2)
70.3
0.3
258.04
260.52
2.3
173.71
(0.9)
183.17
442.58
(0.5)
472.83
459,897
(3.6)
1,204,951
(8.4)
Total Hospitality segment revenues in the three and nine months ended September 30, 2025 include $11.7 million and $27.9 million, respectively, in attrition and cancellation fee revenue, an increase of $3.8 million and $1.7 million, respectively, in attrition and cancellation fee collections from the 2024 periods.
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The percentage of group versus transient business based on rooms sold for our Hospitality segment for the periods presented was approximately as follows:
Group
71
74
76
77
Transient
Other hotel expenses for the three and nine months ended September 30, 2025 and 2024 consist of the following (in thousands):
Administrative employment costs
55,419
46,355
19.6
153,053
141,475
Utilities
14,351
12,536
14.5
37,223
35,009
6.3
Property taxes
12,636
11,514
9.7
37,198
33,878
9.8
62,476
53,311
17.2
171,920
149,936
14.7
Total other hotel expenses
Administrative employment costs include salaries and benefits for hotel administrative functions, including, among others, senior management, accounting, human resources, sales, conference services, engineering and security. Administrative employment costs and utility costs increased in the three and nine months ended September 30, 2025, as compared to the same periods in 2024, primarily due to JW Marriott Desert Ridge. The increase in property taxes during the three and nine months ended September 30, 2025, as compared to the 2024 periods, was primarily due to JW Marriott Desert Ridge, as well as slight increases at several Hospitality segment properties due to recent reappraisals. The increase in other expenses, which include supplies, advertising, maintenance costs and consulting costs, during the three and nine months ended September 30, 2025, as compared to the same periods in 2024, was primarily due to JW Marriott Desert Ridge, as well as slight increases of various miscellaneous expenses across the Hospitality segment. In addition, the nine-month 2024 period includes a refund of $5.6 million of Tennessee franchise tax for prior years caused by a change in tax law, which reduced other expenses in the nine-month 2024 period.
Each of our management agreements with Marriott requires us to pay Marriott a base management fee based on the gross revenues from the applicable property for each fiscal year or portion thereof. The applicable percentage for our Gaylord Hotels properties, excluding Gaylord Rockies, is approximately 2% of gross revenues, Gaylord Rockies and JW Marriott Desert Ridge are approximately 3% of gross revenues, and JW Marriott Hill Country is approximately 3.5% of gross revenues. Additionally, we pay Marriott an incentive management fee based on the profitability of our hotels. In the three months ended September 30, 2025 and 2024, we incurred $12.0 million and $11.0 million, respectively, and in the nine months ended September 30, 2025 and 2024, we incurred $36.0 million and $34.0 million, respectively, related to base management fees for our Hospitality segment. In the three months ended September 30, 2025 and 2024, we incurred $5.3 million and $6.7 million, respectively, and in the nine months ended September 30, 2025 and 2024, we incurred $19.3 million and $24.6 million, respectively, related to incentive management fees for our Hospitality segment. Management fees are presented throughout this Quarterly Report on Form 10-Q net of the amortization of the deferred management rights proceeds discussed in Note 9, “Deferred Management Rights Proceeds,” to the accompanying condensed consolidated financial statements included herein.
Total Hospitality segment depreciation and amortization expense increased in the three and nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to an increase at Gaylord Palms associated with the addition of depreciable assets associated with the property’s rooms and lobby renovation, as well as the increase in depreciable assets associated with JW Marriott Desert Ridge.
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Property-Level Results. The following presents the property-level financial results of our Hospitality segment for the three and nine months ended September 30, 2025 and 2024.
Gaylord Opryland Results. The results of Gaylord Opryland for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands, except percentages and performance metrics):
45,615
48,487
(5.9)
138,599
142,165
(2.5)
46,974
57,020
(17.6)
150,241
163,779
(8.3)
17,489
17,152
2.0
47,881
50,902
Total revenue
(10.3)
(5.6)
9,435
10,707
(11.9)
29,986
31,215
26,012
29,760
(12.6)
80,901
84,884
(4.7)
31,310
31,715
(1.3)
90,350
86,400
4,506
5,652
(20.3)
14,792
17,723
(16.5)
8,132
8,203
24,767
24,535
0.9
79,395
86,037
(7.7)
240,796
244,757
(1.6)
30,683
36,622
(16.2)
95,925
112,089
(14.4)
Performance metrics:
64.0
71.8
(7.8)
68.1
70.8
(2.7)
268.20
254.05
5.6
258.31
253.83
RevPAR
171.68
182.49
175.79
179.66
Total RevPAR
414.30
461.65
427.08
450.95
(5.3)
Gaylord Palms Results. The results of Gaylord Palms for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands, except percentages and performance metrics):
23,352
21,511
8.6
85,792
75,777
33,088
37,730
(12.3)
111,531
120,271
10,305
9,001
30,928
26,456
16.9
2.6
5,965
5,867
19,477
18,503
5.3
19,621
20,292
(3.3)
62,238
62,792
22,212
21,527
3.2
67,476
64,285
2,099
1,915
9.6
7,940
8,038
(1.2)
8,851
6,318
25,670
18,078
42.0
58,748
55,919
5.1
182,801
171,696
6.5
7,997
12,323
(35.1)
45,450
50,808
(10.5)
64.2
61.0
73.0
66.0
7.0
230.01
223.10
250.64
243.86
147.75
136.09
182.92
160.98
422.29
431.76
486.66
472.68
3.0
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Gaylord Texan Results. The results of Gaylord Texan for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands, except percentages and performance metrics):
27,848
29,676
(6.2)
88,603
91,534
(3.2)
35,704
35,055
125,364
124,963
10,530
8,365
25.9
28,986
25,398
14.1
0.4
7,064
6,444
19,832
19,375
20,414
19,381
65,857
65,447
0.6
21,102
19,389
8.8
60,623
57,232
2,801
3,465
(19.2)
9,157
11,443
(20.0)
6,221
5,720
18,307
17,355
5.5
57,602
54,399
173,776
170,852
16,480
18,697
69,177
71,043
(2.6)
67.0
(4.8)
70.7
74.6
248.99
247.51
253.19
246.78
166.86
177.82
178.91
184.16
443.90
437.99
490.59
486.68
0.8
Gaylord National Results. The results of Gaylord National for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands, except percentages and performance metrics):
29,158
28,092
3.8
94,040
89,680
4.9
41,497
35,550
16.7
127,258
117,942
7,443
6,109
21,042
18,772
12.0
10,549
9,980
5.7
33,505
31,029
8.0
24,222
21,806
75,481
67,964
21,917
19,953
66,331
61,617
1,604
1,068
50.2
4,993
4,490
8,466
8,451
25,257
66,758
61,258
205,708
190,357
8.1
11,340
8,493
36,632
36,037
65.7
63.5
68.6
66.3
241.65
240.73
251.56
247.47
158.79
152.98
172.58
163.98
5.2
425.30
379.84
444.74
413.96
7.4
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Gaylord Rockies Results. The results of Gaylord Rockies for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands, except percentages and performance metrics):
30,707
28,980
84,286
78,363
7.6
39,276
36,496
124,274
114,201
7,968
7,182
22,061
20,752
7.3
6,866
6,426
6.8
18,919
17,803
24,633
21,758
72,430
64,292
12.7
12,061
11,782
33,961
32,920
2,322
2,172
6,872
6,369
14,913
14,475
44,662
42,454
60,795
56,613
176,844
163,838
17,156
16,045
53,777
49,478
83.6
80.8
78.7
75.2
3.5
266.03
259.76
261.20
253.23
222.36
209.86
205.69
190.54
564.49
526.16
562.80
518.67
JW Marriott Hill Country Results. The results of JW Marriott Hill Country for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands, except percentages and performance metrics):
20,769
22,278
(6.8)
64,107
63,732
19,875
22,155
77,708
75,363
10,971
9,840
31,649
27,969
(4.9)
3,803
4,152
11,762
11,859
(0.8)
12,421
13,160
41,097
39,657
3.6
18,812
17,126
54,970
51,400
1,793
2,286
(21.6)
7,000
7,159
7,937
7,573
4.8
23,687
22,441
44,766
44,297
1.1
138,516
132,516
4.5
6,849
9,976
(31.3)
34,948
34,548
1.2
66.7
73.8
70.1
72.2
337.63
327.27
334.35
321.73
225.31
241.68
234.36
232.14
1.0
559.92
588.74
634.13
608.50
4.2
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JW Marriott Desert Ridge Results. We purchased JW Marriott Desert Ridge on June 10, 2025. The results of JW Marriott Desert Ridge for the three months ended September 30, 2025 and the period from June 10, 2025 to September 30, 2025 are as follows (in thousands, except percentages and performance metrics):
Period Ended
12,816
14,607
16,203
18,049
7,099
8,811
3,408
11,685
13,551
15,241
18,688
1,066
1,090
8,394
10,337
39,794
47,726
Operating loss
(3,676)
(6,259)
57.9
54.4
253.43
250.08
146.63
136.07
413.25
386.27
Entertainment Segment
Total Segment Results. The following presents the financial results of our Entertainment segment for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
10.5
Operating expenses (1)
(67,935)
(61,659)
(248,081)
(173,806)
42.7
48.2
(56.1)
(100.0)
(9,242)
(7,336)
26.0
(27,954)
(21,842)
28.0
(9.4)
Revenues increased in our Entertainment segment in the three months ended September 30, 2025, as compared to the prior year period, primarily due to Category 10 Nashville, which opened in November 2024, and the W Austin, which faced construction-related disruptions in the prior year period. Revenues increased in our Entertainment segment in the nine months ended September 30, 2025, as compared to the prior year period, primarily related to Southern Entertainment, which we purchased in January 2025, Category 10 Nashville, and the W Austin.
Entertainment segment operating expenses increased in the 2025 periods, as compared to the 2024 periods, primarily related to Southern Entertainment and the operations of Category 10. The nine-month 2025 increase in Entertainment segment operating expenses, as compared to the 2024 period, was also impacted by an increase at the W Austin, as well as the 2024 period including a refund of Tennessee franchise tax for prior years caused by a change in tax law, which reduced operating expenses in the nine-month 2024 period.
Depreciation and amortization increased in the 2025 periods, as compared to the 2024 periods, primarily associated with
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the increase in depreciable and amortizable assets associated with Category 10 and Southern Entertainment, as well as increased depreciation and amortization related to Block 21 attributable to construction enhancements completed at the property in 2024 and the first half of 2025.
Corporate and Other Segment
Total Segment Results. The following presents the financial results of our Corporate and Other segment for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
Operating expenses
(3.4)
Corporate and Other operating expenses consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension, information technology, consulting and other administrative costs. Corporate and Other segment operating expenses increased in the three and nine months ended September 30, 2025, as compared to the prior year periods, primarily as a result of increased employment expenses.
Operating Results – Preopening Costs
Preopening costs during the three and nine months ended September 30, 2025 primarily include costs associated with Category 10 Las Vegas, which is expected to open in late 2026. Preopening costs during the three months ended September 30, 2024 primarily include costs associated with Category 10 Nashville, which opened in November 2024. Preopening costs during the nine months ended September 30, 2024 primarily include costs associated with Category 10 Nashville and Ole Red Las Vegas, which opened in January 2024.
Operating Results – Gain (Loss) on Sale of Assets
Loss on sale of assets during the three and nine months ended September 30, 2025 includes the sale of miscellaneous Entertainment segment assets. Gain on sale of assets during the nine months ended September 30, 2024 includes the sale of miscellaneous corporate assets.
Non-Operating Results Affecting Net Income
The following table summarizes the other factors which affected our net income for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
(18.9)
(33.0)
(27.2)
(26.0)
(511.1)
(129.5)
(21.4)
(39.4)
494.0
38.7
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Interest Expense
The following presents interest expense associated with our outstanding borrowings, including the impact of interest rate swaps, for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
RHP Revolving Credit Facility
1,078
1,028
3,146
3,027
RHP Term Loan B
5,055
5,982
(15.5)
15,019
22,231
(32.4)
RHP Senior Notes
50,381
39,736
26.8
133,423
103,671
28.7
Gaylord Rockies Term Loan
15,495
OEG Revolver
156
473
(67.0)
1,057
1,593
(33.6)
9,346
7,148
30.7
24,360
23,779
2,110
2,683
6,321
(57.6)
Other (1)
(1,143)
(1,931)
40.8
(1,998)
(4,551)
56.1
Total interest expense
64,873
54,546
18.9
177,690
171,566
Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the impact of interest rate swaps, was 6.5% and 6.5% for the three months ended September 30, 2025 and 2024, respectively, and 6.5% and 6.8% for the nine months ended September 30, 2025 and 2024, respectively.
Interest Income
Interest income for the three and nine months ended September 30, 2025 and 2024 primarily includes amounts earned on our cash balances, as well as the bonds that were received in connection with the development of Gaylord National, which we hold as notes receivable. See Note 7, “Notes Receivable,” to the accompanying condensed consolidated financial statements included herein for additional discussion of interest income on these bonds.
Loss on Extinguishment of Debt
As a result of the April 2025 incremental borrowings under the OEG credit agreement and the defeasance of the Block 21 CMBS loan, we recognized a loss on extinguishment of debt of $0.4 million and $2.9 million in the three and nine months ended September 30, 2025, respectively.
As a result of the June 2024 refinancing of the OEG credit agreement, the April 2024 repricing of the RHP term loan B, and the March 2024 repayment of the previous Gaylord Rockies $800 million term loan, we recognized a loss on extinguishment of debt of $2.3 million in the nine months ended September 30, 2024.
Other Gains and (Losses), net
Other gains and (losses), net for the three and nine months ended September 30, 2025 and 2024 includes the receipt of $3.3 million and $3.2 million, respectively, from a fund associated with the Gaylord National bonds to reimburse us for certain marketing and maintenance expenses.
Provision for Income Taxes
As a REIT, we generally are not subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that we distribute to our stockholders. We are required to pay federal and state corporate income taxes on earnings of our TRSs.
For the three months ended September 30, 2025 and 2024, we recorded an income tax provision (benefit) of $(3.6) million and $0.9 million, respectively, and for the nine months ended September 30, 2025 and 2024, we recorded an
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income tax provision of $8.4 million and $13.7 million, respectively, related to our TRSs. The change in the income tax provision for the 2025 periods, as compared to the 2024 periods, relates to changes in income at our TRSs.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. We are currently evaluating the potential tax implications of the OBBBA, but based on our preliminary assessment, we do not expect the legislation to have a material impact on our financial statements.
Non-GAAP Financial Measures
We present the following non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance:
EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest Definition
We calculate EBITDAre, which is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) in its September 2017 white paper as net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in the value of depreciated property of the affiliate, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates.
Adjusted EBITDAre is then calculated as EBITDAre, plus to the extent the following adjustments occurred during the periods presented:
We then exclude the pro rata share of Adjusted EBITDAre related to noncontrolling interests to calculate Adjusted EBITDAre, Excluding Noncontrolling Interest.
We use EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest to evaluate our operating performance. We believe that the presentation of these non-GAAP financial measures provides useful information to investors regarding our operating performance and debt leverage metrics, and that the presentation of these non-GAAP financial measures, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. We make additional adjustments to EBITDAre when evaluating our performance because we believe that presenting Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest provides useful information to investors regarding our operating performance and debt leverage metrics.
FFO, Adjusted FFO, and Adjusted FFO Available to Common Stockholders and Unit Holders Definition
We calculate FFO, which definition is clarified by NAREIT in its December 2018 white paper as net income (calculated in accordance with GAAP) excluding depreciation and amortization (excluding amortization of deferred financing costs and debt discounts), gains and losses from the sale of certain real estate assets, gains and losses from a change in control, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly
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attributable to decreases in the value of depreciated real estate held by the entity, income (loss) from consolidated joint ventures attributable to noncontrolling interest, and pro rata adjustments from unconsolidated joint ventures.
To calculate Adjusted FFO available to common stockholders and unit holders, we then exclude, to the extent the following adjustments occurred during the periods presented:
FFO available to common stockholders and unit holders and Adjusted FFO available to common stockholders and unit holders exclude the ownership portion of the joint ventures not controlled or owned by the Company.
We believe that the presentation of these non-GAAP financial measures provides useful information to investors regarding the performance of our ongoing operations because each presents a measure of our operations without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items, which we believe are not indicative of the performance of our underlying hotel properties. We believe that these items are more representative of our asset base than our ongoing operations. We also use these non-GAAP financial measures as measures in determining our results after considering the impact of our capital structure.
We caution investors that non-GAAP financial measures we present may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner. The non-GAAP financial measures we present should not be considered as alternative measures of our net income, operating performance, cash flow or liquidity. These non-GAAP financial measures may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions and other commitments and uncertainties. Although we believe that these non-GAAP financial measures can enhance an investor’s understanding of our results of operations, these non-GAAP financial measures, when viewed individually, are not necessarily better indicators of any trend as compared to GAAP measures such as net income, operating income, or cash flow from operations.
The following is a reconciliation of our consolidated GAAP net income to EBITDAre, Adjusted EBITDAre, and Adjusted EBITDAre, Excluding Noncontrolling Interest for the three and nine months ended September 30, 2025 and 2024 (in thousands):
Interest expense, net
60,037
47,327
161,812
149,761
Provision (benefit) for income taxes
(3,633)
922
8,374
13,652
Pro rata EBITDAre from unconsolidated joint ventures
(1)
EBITDAre
164,860
167,699
548,213
545,853
Non-cash lease expense
1,219
1,046
3,053
2,904
Pension settlement charge
640
Interest income on Gaylord National bonds
1,025
1,113
3,252
3,503
380
2,922
2,319
Transaction costs of acquisitions
100
Pro rata adjusted EBITDAre from unconsolidated joint ventures
(198)
Adjusted EBITDAre
173,073
174,803
570,431
569,063
Adjusted EBITDAre of noncontrolling interest
(6,705)
(6,735)
(23,626)
(22,119)
Adjusted EBITDAre, excluding noncontrolling interest
166,368
168,068
546,805
546,944
The following is a reconciliation of our consolidated GAAP net income to FFO and Adjusted FFO for the three and nine months ended September 30, 2025 and 2024 (in thousands):
Noncontrolling interest in OP Units
218
1,092
1,339
Net income available to common stockholders and unit holders
35,104
170,692
204,211
73,053
59,004
203,635
174,664
Adjustments for noncontrolling interest
(3,019)
(9,142)
(6,553)
Pro rata adjustments from joint ventures
FFO available to common stockholders and unit holders
105,138
116,205
365,185
372,325
Right-of-use asset amortization
3,155
2,647
Amortization of debt discounts and premiums
387
545
1,375
1,852
(1,621)
(902)
(3,639)
(2,020)
Deferred tax provision (benefit)
(4,391)
Adjusted FFO available to common stockholders and unit holders
106,352
120,235
385,020
396,361
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Liquidity and Capital Resources
Cash Flows Provided By Operating Activities. Cash flow from operating activities is the principal source of cash used to fund our operating expenses, interest payments on debt, maintenance capital expenditures, and dividends to stockholders. During the nine months ended September 30, 2025, our net cash flows provided by operating activities were $426.0 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of $401.4 million and favorable changes in working capital of $24.5 million. The favorable changes in working capital primarily resulted from an increase in advanced ticket purchases at our OEG venues, an increase in advanced room deposits on future hotel stays, and an increase in interest payable.
During the nine months ended September 30, 2024, our net cash flows provided by operating activities were $409.9 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of $411.9 million, partially offset by unfavorable changes in working capital of $2.0 million.
Cash Flows Used In Investing Activities. During the nine months ended September 30, 2025, our primary uses of funds for investing activities were the use of $862.0 million to purchase JW Marriott Desert Ridge and purchases of property and equipment, which totaled $252.1 million. Purchases of property and equipment consisted primarily of projects at Gaylord Opryland, including a meeting space expansion, the renovation of an existing ballroom and pre-function space, and the development of a sports bar, pavilion and event lawn; a rooms renovation at Gaylord Texan; and ongoing maintenance capital expenditures for each of our existing properties.
During the nine months ended September 30, 2024, our primary use of funds for investing activities were purchases of property and equipment, which totaled $317.3 million, and consisted primarily of enhancements at Gaylord Rockies to construct a new events pavilion, enhance the grand lodge and reposition its food and beverage outlets; the conversion of the Wildhorse Saloon to Category 10; a rooms renovation at the W Austin and common area enhancements at Block 21; the completion of Ole Red Las Vegas; enhancements to meeting spaces at Gaylord Opryland; a rooms and lobby renovation at Gaylord Palms; and ongoing maintenance capital expenditures for each of our existing properties.
Cash Flows Provided By (Used In) Financing Activities. Our cash flows from financing activities primarily reflect the incurrence and repayment of long-term debt and the payment of cash distributions. During the nine months ended September 30, 2025, our net cash flows provided by financing activities were $642.2 million, primarily reflecting the issuance of $625.0 million in senior notes and $275.5 million in net proceeds from the issuance of approximately 3.0 million shares of our common stock, partially offset by the payment of $212.6 million in cash distributions, the repayment of $21.0 million under the OEG revolving credit facility, and the payment of $13.1 million in deferred financing costs.
During the nine months ended September 30, 2024, our net cash flows used in financing activities were $226.0 million, primarily reflecting the issuance of $1 billion in senior notes, offset by the prepayment of the Gaylord Rockies $800.0 million term loan, the repayment of $202.7 million under our term loan B, the payment of $199.8 million in cash dividends, and the payment of $23.1 million in deferred financing costs.
Liquidity
At September 30, 2025, we had $483.3 million in unrestricted cash and $780.0 million available for borrowing in the aggregate under our revolving credit facility and the OEG revolving credit facility. During the nine months ended September 30, 2025, we issued $625 million in new senior notes, received $275.5 million in net proceeds from the issuance of approximately 3.0 million shares of our common stock, used $862.0 million in net cash to purchase JW Marriott Desert Ridge, incurred capital expenditures of $252.1 million and paid $212.6 million in cash distributions. These changes, partially offset by the cash flows provided by operations discussed above, were the primary factors in the decrease in our cash balance from December 31, 2024 to September 30, 2025.
We anticipate investing in our operations during the remainder of 2025 by spending between approximately $125 million and $175 million in capital expenditures, which includes projects at Gaylord Opryland for the development of a sports bar, pavilion and event lawn, and a meeting space expansion; a rooms renovation at Gaylord Texan; the preparation for a rooms renovation at JW Marriott Hill Country; and ongoing maintenance capital for each of our current
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facilities. At this time, the scope of our multiyear capital program remains unchanged; however, the discrete nature of the projects in the pipeline allows us to take a flexible approach to evolving macroeconomic conditions. Further, our dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually. Future dividends are subject to our board of directors’ future determinations as to amount and timing. We currently have no debt maturities until May 2027. We believe we will be able to refinance our debt agreements prior to their maturities.
We believe that our cash on hand and cash flow from operations, together with amounts available for borrowing under each of our revolving credit facility and the OEG revolving credit facility, will be adequate to fund our general short-term commitments, as well as: (i) current operating expenses, (ii) interest expense on long-term debt obligations, (iii) financing lease and operating lease obligations, (iv) declared dividends and (v) the capital expenditures described above. Our ability to draw on our credit facility and the OEG revolving credit facility is subject to the satisfaction of provisions of the credit facility and the OEG revolving credit facility, as applicable.
Our outstanding principal debt agreements are described below. At September 30, 2025, there were no defaults under the covenants related to our outstanding debt.
Principal Debt Agreements
Credit Facility. On May 18, 2023, we entered into a Credit Agreement (as modified pursuant to the First Incremental Agreement and the Second Incremental Agreement (as hereinafter defined), the “Credit Agreement”) among the Company, as a guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
The Credit Agreement provides for a $700.0 million revolving credit facility (the “Revolver”) and a senior secured term loan B (the “Term Loan B”) (in the original principal amount of $500.0 million, which was reduced to $295.0 million on March 28, 2024 in connection with the First Incremental Agreement), as well as an accordion feature that will allow us to increase the facilities by an aggregate total of up to $475 million, which may be allocated between the Revolver and the Term Loan B at our option.
Each of the Revolver and the Term Loan B is guaranteed by us, each of our subsidiaries that own the Gaylord Hotels properties, the JW Marriott properties and certain of our other subsidiaries. Each of the Revolver and the Term Loan B is secured by equity pledges of our subsidiaries that are the fee owners of Gaylord Opryland and Gaylord Texan, their respective direct and indirect parent entities, and the equity of Ryman Hotel Operations Holdco, LLC, a wholly owned indirect subsidiary of the Company. Assets and equity of OEG are not subject to the liens of the Credit Agreement.
In addition, each of the Revolver and Term Loan B contains certain covenants that, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. The material financial covenants, ratios or tests contained in the Credit Agreement are as follows:
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If an event of default shall occur and be continuing under the Credit Agreement, the commitments under the Credit Agreement may be terminated and the principal amount outstanding under the Credit Agreement, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
Revolving Credit Facility. The maturity date of the Revolver is May 18, 2027, with the option to extend the maturity date for a maximum of one additional year through either (i) a single 12-month extension option or (ii) two individual 6-month extensions (subject to extension fees as detailed in the Credit Agreement). Borrowings under the Revolver bear interest at an annual rate equal to, at our option, either (i) Adjusted Term SOFR plus the applicable margin ranging from 1.40% to 2.00%, (ii) Adjusted Daily Simple SOFR plus the applicable margin ranging from 1.40% to 2.00% or (iii) a base rate as set forth in the Credit Agreement plus the applicable margin ranging from 0.40% to 1.00%, with each option dependent upon our funded debt to total asset value ratio (as defined in the Credit Agreement). Principal is payable in full at maturity.
For purposes of the Revolver, Adjusted Term SOFR is calculated as the sum of Term SOFR plus an adjustment of 0.10% (all as more specifically described in the Credit Agreement), subject to a floor of 0.00%. Adjusted Daily Simple SOFR is calculated as the sum of SOFR plus an adjustment of 0.10% (all as more specifically described in the Credit Agreement), subject to a floor of 0.00%.
At September 30, 2025, no amounts were outstanding under the Revolver, and there was $700.0 million of availability under the Revolver (subject to the satisfaction of debt incurrence tests under the indentures governing our $1 billion in aggregate principal amount of senior notes due 2032 (the “$1 Billion 6.50% Senior Notes”), our $700 million in aggregate principal amount of senior notes due 2027 (the “$700 Million 4.75% Senior Notes”), our $625 million in aggregate principal amount of senior notes due 2033 (the “$625 Million 6.50% Senior Notes”), our $600 million in aggregate principal amount of senior notes due 2029 (the “$600 Million 4.50% Senior Notes”) and our $400 million in aggregate principal amount of senior notes due 2028 (the “$400 Million 7.25% Senior Notes”), which we met at September 30, 2025).
Term Loan B. The Term Loan B has a maturity date of May 18, 2030. Prior to the effectiveness of the First Incremental Agreement and the Second Incremental Agreement (as hereinafter defined), the applicable interest rate margins for borrowings under the Term Loan B were, at our option, either (i) Term SOFR plus 2.75%, (ii) Daily Simple SOFR plus 2.75% or (iii) a base rate as set forth in the Credit Agreement plus 1.75%. The Credit Agreement requires principal amortization payments in an amount equal to 1% per annum of the principal amount of the Term Loan B, which is payable quarterly. In addition, if for any fiscal year, there is Excess Cash Flow (as defined in the Credit Agreement), an additional principal amount is required. Amounts borrowed under the Term Loan B that are repaid or prepaid may not be reborrowed.
On April 12, 2024, we entered into an Incremental Tranche B Term Loan Agreement (the “First Incremental Agreement”), which supplemented the Credit Agreement and included the addition of certain new lenders and the removal of certain other lenders. The First Incremental Agreement reduced the applicable interest rate margins to (i) 2.25% for SOFR Loans (as defined in the Credit Agreement) and (ii) 1.25% for base rate loans.
On December 19, 2024, we entered into an additional Incremental Tranche B Term Loan Agreement (the “Second Incremental Agreement”), which supplemented the Credit Agreement. The Second Incremental Agreement reduces the applicable interest rate margins for the refinanced Term Loan B. The applicable interest rate margins for the refinanced Term Loan B under the Second Incremental Agreement are (i) 2.00% for SOFR Loans (as defined in the Credit Agreement) and (ii) 1.00% for base rate loans. Further, the Second Incremental Agreement provides for the applicable interest rate margins to be further reduced by an additional 0.25% upon our meeting certain criteria as set forth in the Second Incremental Agreement.
At September 30, 2025, the interest rate on the Term Loan B was Term SOFR plus 2.00%. Neither the First Incremental Agreement nor the Second Incremental Agreement changed the maturity dates under the Credit Agreement or resulted in any increase in principal indebtedness. In addition, the Second Incremental Agreement confirmed that the annual amortization under the Term Loan B is 1% of the refinanced $293.5 million outstanding principal amount, with the balance due at maturity. At September 30, 2025, $290.6 million in borrowings were outstanding under the Term Loan B.
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For purposes of the Term Loan B, each of Term SOFR and Daily Simple SOFR are subject to a floor of 0.00%.
$1 Billion 6.50% Senior Notes. On March 28, 2024, the Operating Partnership and Finco (collectively, the “issuing subsidiaries”) completed the private placement of $1.0 billion in aggregate principal amount of 6.50% senior notes due 2032, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $1 Billion 6.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $1 Billion 6.50% Senior Notes have a maturity date of April 1, 2032 and bear interest at 6.50% per annum, payable semi-annually in cash in arrears on April 1 and October 1 each year, beginning October 1, 2024. The $1 Billion 6.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $700 Million 4.75% Senior Notes, the $625 Million 6.50% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $1 Billion 6.50% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $1 Billion 6.50% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $1 Billion 6.50% Senior Notes.
The net proceeds from the issuance of the $1 Billion 6.50% Senior Notes totaled approximately $983 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. We used a portion of these net proceeds to prepay the indebtedness outstanding under our previous $800.0 million Gaylord Rockies term loan and used the remaining proceeds, together with cash on hand, to repay $200.0 million under the Term Loan B.
The $1 Billion 6.50% Senior Notes are redeemable before April 1, 2027, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $1 Billion 6.50% Senior Notes will be redeemable, in whole or in part, at any time on or after April 1, 2027 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.250%, 101.625%, and 100.000% beginning on April 1 of 2027, 2028, and 2029, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.
$700 Million 4.75% Senior Notes. In September 2019, the Operating Partnership and Finco completed the private placement of $500.0 million in aggregate principal amount of senior notes due 2027, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $500 Million 4.75% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank Trust Company, National Association as trustee. The $500 Million 4.75% Senior Notes have a maturity date of October 15, 2027 and bear interest at 4.75% per annum, payable semi-annually in cash in arrears on April 15 and October 15 each year. The $500 Million 4.75% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $1 Billion 6.50% Senior Notes, the $625 Million 6.50% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $500 Million 4.75% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $500 Million 4.75% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $500 Million 4.75% Senior Notes.
In October 2019, we completed a tack-on private placement of $200.0 million in aggregate principal amount of 4.75% senior notes due 2027 (the “additional 2027 notes”) at an issue price of 101.250% of their aggregate principal amount plus accrued interest from the September 19, 2019 issue date for the $500 Million 4.75% Senior Notes. The additional 2027 notes and the $500 Million 4.75% Senior Notes constitute a single class of securities (collectively, the “$700
46
Million 4.75% Senior Notes”). All other terms and conditions of the additional 2027 notes are identical to the $500 Million 4.75% Senior Notes.
The $700 Million 4.75% Senior Notes are currently redeemable, in whole or in part, at 100% of the principal amount thereof plus accrued and unpaid interest thereon to, but not including, the redemption date.
We completed a registered offer to exchange the $700 Million 4.75% Senior Notes for registered notes with substantially identical terms as the $700 Million 4.75% Senior Notes in July 2020.
$625 Million 6.50% Senior Notes. On June 4, 2025, the Operating Partnership and Finco completed the private placement of $625.0 million in aggregate principal amount of 6.50% senior notes due 2033, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $625 Million 6.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $625 Million 6.50% Senior Notes have a maturity date of June 15, 2033 and bear interest at 6.50% per annum, payable semi-annually in cash in arrears on June 15 and December 15 each year, beginning on December 15, 2025. The $625 Million 6.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $625 Million 6.50% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $625 Million 6.50% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $625 Million 6.50% Senior Notes.
The net proceeds from the issuance of the $625 Million 6.50% Senior Notes totaled approximately $614 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. We used these net proceeds to fund a portion of the purchase price for JW Marriott Desert Ridge.
$600 Million 4.50% Senior Notes. In February 2021, the Operating Partnership and Finco completed the private placement of $600.0 million in aggregate principal amount of 4.50% senior notes due 2029, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $600 Million 4.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank Trust Company, National Association as trustee. The $600 Million 4.50% Senior Notes have a maturity date of February 15, 2029 and bear interest at 4.50% per annum, payable semi-annually in cash in arrears on February 15 and August 15 each year. The $600 Million 4.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes, the $625 Million 6.50% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $600 Million 4.50% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $600 Million 4.50% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $600 Million 4.50% Senior Notes.
The $600 Million 4.50% Senior Notes are currently redeemable, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is currently 101.500% and will be 100.750%, and 100.000% beginning on February 15 of 2026, and 2027, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.
$400 Million 7.25% Senior Notes. On June 22, 2023, the Operating Partnership and Finco completed the private placement of $400.0 million in aggregate principal amount of 7.25% senior notes due 2028, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $400 Million 7.25% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association as trustee. The $400 Million 7.25% Senior Notes have a maturity date of July 15, 2028 and bear interest at 7.25% per annum, payable semi-annually in cash in arrears on January 15 and July 15 each year. The $400 Million 7.25% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes, the $625 Million 6.50% Senior Notes and the $600 Million 4.50% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $400 Million 7.25% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $400 Million 7.25% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $400 Million 7.25% Senior Notes.
The $400 Million 7.25% Senior Notes are currently redeemable, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is currently 103.625% and will be 101.813% and 100.000% beginning on July 15 of 2026, and 2027, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.
Each of the indentures governing the $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes, the $625 Million 6.50% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes contain certain covenants which, among other things and subject to certain exceptions and qualifications, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. In addition, if the Company experiences specific kinds of changes of control, the Company must offer to repurchase some or all of the senior notes at 101% of their principal amount, plus accrued and unpaid interest, if any, up to, but excluding, the repurchase date.
OEG Credit Agreement. On June 28, 2024, OEG Borrower, LLC (“OEG Borrower”) and OEG Finance, LLC (“OEG Finance”), each a wholly owned direct or indirect subsidiary of OEG, entered into a certain First Amendment, which amends the Credit Agreement dated as of June 16, 2022 among OEG Borrower, as borrower, OEG Finance, certain subsidiaries of OEG Borrower from time to time party thereto as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, the “2024 OEG Credit Agreement”).
The 2024 OEG Credit Agreement provides for (i) a senior secured term loan facility in the aggregate amount of $300.0 million (the “2024 OEG Term Loan”) and (ii) a senior secured revolving credit facility in an aggregate principal amount not to exceed $80.0 million (the “OEG Revolver”). The 2024 OEG Term Loan refinanced and replaced the former term loan in the outstanding principal amount of $294.8 million as of June 28, 2024 and the OEG Revolver refinanced and replaced the senior secured revolving credit facility in an aggregate principal amount not to exceed $65.0 million.
On April 28, 2025, OEG Borrower and OEG Finance entered into a Second Amendment, which amended the 2024 OEG Credit Agreement (as amended, the “OEG Credit Agreement”) in which OEG Borrower obtained an incremental term loan in an aggregate principal amount equal to $130.0 million (the “Incremental OEG Loan”) on the same terms as the 2024 OEG Term Loan. The net proceeds of the Incremental OEG Loan, together with cash on hand, were used to defease the Block 21 CMBS Loan (as defined below) in full, which releases the borrower thereunder from the $127.9 million amount outstanding under the Block 21 CMBS Loan. As amended by the Second Amendment, the OEG Credit
48
Agreement provides for (i) a senior secured term loan facility in an aggregate principal amount equal to $428.5 million (the “OEG Term Loan”) and (ii) the OEG Revolver. The Incremental OEG Loan did not change any applicable interest rates or maturity dates of any indebtedness under the 2024 OEG Credit Agreement. In addition, the terms of the Incremental OEG Loan confirm that the annual amortization under the 2024 OEG Term Loan is approximately 1% of the refinanced $428.5 million outstanding principal amount, with the balance due at maturity.
At September 30, 2025, $426.3 million was outstanding under the OEG Term Loan, and there were no amounts outstanding under the OEG Revolver.
The OEG Term Loan and the OEG Revolver are each secured by substantially all of the assets of OEG Finance and each of its subsidiaries. The OEG Term Loan bears interest at a rate equal to either, at OEG Borrower’s election, as of the closing contemplated by the OEG Credit Agreement: (a) the Alternate Base Rate plus 2.50% or (b) Adjusted Term SOFR plus 3.50% (all as more specifically described in the OEG Credit Agreement). In November 2022, OEG entered into an interest rate swap to fix the SOFR portion of the interest rate on $100.0 million of borrowings at 4.533% through December 2025. In August 2025, OEG entered into an interest rate swap to fix the SOFR portion of the interest rate on $100.0 million of borrowings at 3.214% from December 2025 through December 2028. In September 2025, OEG entered into an additional interest rate swap to fix the SOFR portion of the interest rate on $125.0 million of borrowings at 3.17% through December 2028.
Borrowings under the OEG Revolver bear interest at a rate equal to either, at OEG Borrower’s election, as of the closing contemplated by the OEG Credit Agreement: (a) the Alternate Base Rate plus the Applicable Rate (as defined in the OEG Credit Agreement) or (b) Adjusted Term SOFR plus the Applicable Rate. Under the OEG Credit Agreement, (i) the Applicable Rate for Alternative Base Rate loans will be between 2.75% and 2.25% and (ii) the Applicable Rate for Adjusted Term SOFR loans will be between 3.75% and 3.25%, in each of (i) and (ii) based upon the First Lien Leverage Ratio of OEG Finance and its consolidated subsidiaries (as more specifically described in the OEG Credit Agreement).
The Applicable Rate for borrowings under the OEG Revolver as of September 30, 2025 is 2.50% for Alternative Base Rate Loans and 3.50% for Adjusted Term SOFR loans. The Applicable Rate for borrowings under the OEG Term Loan as of September 30, 2025 is 2.50% for Alternative Base Rate Loans and 3.50% for Adjusted Term SOFR loans.
The OEG Term Loan matures on June 28, 2031 and the OEG Revolver matures on June 28, 2029.
Block 21 CMBS Loan. In connection with the purchase of Block 21 in May 2022, a subsidiary of the Company assumed the $136 million, ten-year, non-recourse term loan secured by a mortgage on Block 21 (the “Block 21 CMBS Loan”). The proceeds of the Incremental OEG Loan described above were used to defease the Block 21 CMBS Loan in full in April 2025.
Additional Debt Limitations. Pursuant to the terms of the management agreements and pooling agreement with Marriott for our Gaylord Hotels properties, excluding Gaylord Rockies, we are subject to certain debt limitations described below.
The management agreements provide for the following limitations on indebtedness encumbering a hotel:
The pooled limitations on Secured Debt (as defined in the pooling agreement) are as follows:
49
Gaylord Rockies is not a Pooled Hotel for this purpose.
Estimated Interest on Principal Debt Agreements
Based on the stated interest rates on our fixed-rate debt and the rates in effect at September 30, 2025 for our variable-rate debt after considering interest rate swaps, our estimated interest obligations through 2029 are $880.0 million. These estimated obligations are $61.2 million for the remainder of 2025, $244.5 million in 2026, $237.0 million in 2027, $196.9 million in 2028, and $140.4 million in 2029. Variable rates, as well as outstanding principal balances, could change in future periods. See “Principal Debt Agreements” above for a discussion of our outstanding long-term debt. See “Supplemental Cash Flow Information” in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the interest we paid during 2024, 2023 and 2022.
Inflation
Inflation has had a more meaningful impact on our business during recent periods than in historical periods. However, favorable ADR and outside-the-room spend in our Hospitality segment and business levels in our Entertainment segment in recent periods have reduced the impact of increased operating costs on our financial position and results of operations.
Additionally, increased interest rates have driven higher interest expense on our debt than in historical periods, although interest rates on our debt have decreased in the 2025 period, as compared to the 2024 period. In an effort to mitigate the impact of increased interest rates, at September 30, 2025, 88% of our outstanding debt is fixed-rate debt, after considering the impact of interest rate swaps.
A prolonged inflationary environment could adversely affect our operating costs, customer spending and bookings, and our financial results.
Supplemental Guarantor Financial Information
The Company’s $1 Billion 6.50% Senior Notes, $700 Million 4.75% Senior Notes, $625 Million 6.50% Senior Notes, $600 Million 4.50% Senior Notes and $400 Million 7.25% Senior Notes were each issued by the Operating Partnership and Finco (collectively, the “Issuers”), and are guaranteed on a senior unsecured basis by the Company (as the parent company), each of the Operating Partnership’s subsidiaries that own the Gaylord Hotels properties, the JW Marriott properties and certain other of the Company’s subsidiaries, each of which also guarantees the Credit Agreement, as amended (such subsidiary guarantors, together with the Company, the “Guarantors”). The Guarantors are 100% owned by the Operating Partnership or the Company, and the guarantees are full and unconditional and joint and several. The guarantees rank equally in right of payment with each Guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to all future subordinated indebtedness, if any, of such Guarantor. Not all of the Company’s subsidiaries have guaranteed these senior notes, and the guarantees are structurally subordinated to all indebtedness and other obligations of such subsidiaries that have not guaranteed these senior notes.
The following tables present summarized financial information for the Issuers and the Guarantors on a combined basis. The intercompany balances and transactions between these parties, as well as any investments in or equity in earnings from non-guarantor subsidiaries, have been eliminated (amounts in thousands).
Other assets
3,978,245
Net payables due to non-guarantor subsidiaries
234,050
3,864,512
4,098,562
Total noncontrolling interest
5,013
September 30, 2025
Revenues from non-guarantor subsidiaries
441,688
Operating expenses (excluding expenses to non-guarantor subsidiaries)
135,740
Expenses to non-guarantor subsidiaries
14,574
291,374
Interest income from non-guarantor subsidiaries
1,858
150,558
147,310
Critical Accounting Policies and Estimates
We prepare our condensed consolidated financial statements in conformity with GAAP. Certain of our accounting policies, including those related to impairment of long-lived and other assets, credit losses on financial assets, income taxes, acquisitions and purchase price allocations, and legal contingencies, require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based on our historical experience, our observance of trends in the industry, and information available from other outside sources, as appropriate. There can be no assurance that actual results will not differ from our estimates. For a discussion of our critical accounting policies and estimates, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements” presented in our Annual Report on Form 10-K for the year ended December 31, 2024. There were no newly identified critical accounting policies in the first nine months of 2025, nor were there any material changes to the critical accounting policies and estimates discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our quantitative and qualitative market risks since December 31, 2024. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES.
The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
There has been no change in our internal control over financial reporting that occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
On June 10, 2025, we acquired JW Marriott Desert Ridge. We are currently in the process of assessing JW Marriott Desert Ridge’s internal control over financial reporting and integrating the entity’s internal control over financial reporting with our existing internal control over financial reporting. As permitted by SEC regulations, we intend to exclude JW Marriott Desert Ridge from our assessment of internal control over financial reporting as of December 31, 2025.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is a party to certain litigation in the ordinary course, as described in Note 13, “Commitments and Contingencies,” to our condensed consolidated financial statements included herein and which our management deems will not have a material effect on our financial statements.
ITEM 1A. RISK FACTORS.
Except as otherwise described herein, there have been no material changes from the risk factors disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2024.
Our financial and operating results may suffer if we are unsuccessful in integrating JW Marriott Desert Ridge with our existing assets.
If we are unable to successfully integrate JW Marriott Desert Ridge with our other assets in an efficient and effective manner, the anticipated benefits of the JW Marriott Desert Ridge transaction may not be fully realized, or at all, or may take longer to realize than expected and may not meet estimated growth projections or expectations. Further, we may not achieve the projected efficiencies and synergies once we have fully integrated JW Marriott Desert Ridge into our operations, which may lead to additional costs not anticipated at the time of the JW Marriott Desert Ridge transaction. An inability to realize the full extent of the anticipated benefits of the JW Marriott Desert Ridge transaction or any delays encountered in the integration process could have an adverse effect on our results of operations, cash flows and financial position.
Integrating JW Marriott Desert Ridge may be more difficult, costly or time consuming than expected.
The integrations of JW Marriott Desert Ridge with our other assets will require the dedication of significant management resources, which may distract management’s attention from day-to-day business operations. Phoenix, Arizona is a new market for us, and our relative unfamiliarity with the market may result in our having to devote additional time and expense to gain familiarity with the market and effectively manage this asset. Many of these factors will be outside of our control and any one of them could result in delays, increased costs, decreases in revenues and diversion of management’s time and energy from ongoing business concerns, which could materially affect our results of operations, cash flows and financial position.
Each of our Gaylord Hotels properties and JW Marriott properties operate under a brand owned by Marriott; therefore, we are subject to risks associated with concentrating our hotel portfolio in brands owned by Marriott.
Each of our hotel properties are managed by Marriott under Marriott-owned brands. As a result, our success is dependent in part on the continued success of Marriott and, in particular, the Gaylord Hotels and JW Marriott brands. Consequently, if market recognition or the positive perception of Marriott is reduced or compromised, the goodwill associated with the Gaylord Hotels properties and JW Marriott properties in our portfolio may be adversely affected,
which could negatively impact our results of operations, cash flows, financial position and our ability to service debt and make distributions to our stockholders.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Inapplicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
ITEM 4. MINE SAFETY DISCLOSURES.
ITEM 5. OTHER INFORMATION.
During the fiscal quarter ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).
ITEM 6. EXHIBITS.
Exhibit Number
Description
Amended and Restated Certificate of Incorporation of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 1, 2012).
Second Amended and Restated Bylaws of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed February 24, 2023).
List of Parent and Subsidiary Guarantors (incorporated by reference to Exhibit 22 to the Company’s Quarterly Report on Form 10-Q filed August 5, 2025).
31.1*
Certification of Mark Fioravanti pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2*
Certification of Jennifer Hutcheson pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1**
Certification of Mark Fioravanti and Jennifer Hutcheson pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
101*
The following materials from Ryman Hospitality Properties, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (unaudited) at September 30, 2025 and December 31, 2024, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited) for the three and nine months ended September 30, 2025 and 2024, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2025 and 2024, (iv) Condensed Consolidated Statements of Equity and Noncontrolling Interest (unaudited) for the three and nine months ended September 30, 2025 and 2024, and (v) Notes To Condensed Consolidated Financial Statements (unaudited).
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 4, 2025
By:
/s/ Mark Fioravanti
Mark Fioravanti
President and Chief Executive Officer
/s/ Jennifer Hutcheson
Jennifer Hutcheson
Executive Vice President, Chief Financial
Officer and Chief Accounting Officer