Ryman Hospitality Properties, Inc. Announces Closing of Common Stock Offering and Full Exercise of Underwriters’ Over-Allotment Option
NASHVILLE, Tenn., Aug. 12, 2026 (GLOBE NEWSWIRE) -- Ryman Hospitality Properties, Inc. (NYSE: RHP) (the “Company”) today announced the closing of its previously announced underwritten registered public offering of 5,865,000 shares of its common stock, par value $0.01 per share, at a price to the public of $117.00 per share (the “Offering”). The shares sold in the Offering included 765,000 shares sold following the August 11, 2026 exercise in full of the underwriters’ option to purchase additional shares of common stock, which were delivered at the time of the closing of the Offering.
As a result, the Company received aggregate net proceeds from the sale of the common stock of approximately $658 million, after deducting underwriting discounts and commissions and other estimated expenses of the Offering payable by the Company. The Company expects to contribute the net proceeds of the Offering to RHP Hotel Properties, LP (the “Operating Partnership”). The Operating Partnership subsequently intends to use all of the net proceeds of the Offering to fund a portion of the approximately $1.38 billion purchase price for the previously announced pending acquisition of the JW Marriott Orlando Grande Lakes Resort and The Ritz-Carlton Orlando, Grande Lakes located in Orlando, Florida (the “Grande Lakes Acquisition”) and to pay related fees and expenses of the Grande Lakes Acquisition.
The balance of the purchase price of the Grande Lakes Acquisition will be funded with a combination of cash on hand and the net proceeds the Operating Partnership and RHP Finance Corporation (collectively, the “Issuers”) receive upon consummation of the Issuers’ recently announced private placement of $700 million aggregate principal amount of the 6.250% senior notes due 2035 (the “Notes”), which the Issuers priced on August 11, 2026 (the “Private Placement”). The aggregate net proceeds from the Private Placement are expected to be approximately $689 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. Subject to customary closing conditions, the Private Placement is expected to close on August 25, 2026. If the Grande Lakes Acquisition is not consummated, the Company will use the net proceeds of the Offering for general corporate purposes, and the Notes will be redeemed in accordance with a special mandatory redemption at a redemption price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest, if any, up to, but excluding, the special mandatory redemption date.
BofA Securities, J.P. Morgan, Morgan Stanley and Wells Fargo Securities acted as joint book-running managers for the Offering, and Deutsche Bank Securities, BTIG, Credit Agricole CIB, Scotiabank, SMBC Nikko and Raymond James acted as bookrunners for the Offering.
The Offering was conducted pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-298164), which automatically became effective upon filing with the U.S. Securities and Exchange Commission (the “SEC”) on August 10, 2026. The Offering was made solely by means of a prospectus supplement and an accompanying base prospectus. The final prospectus supplement and accompanying base prospectus were filed with the SEC and are available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying base prospectus relating to, and describing the terms of, the Offering may also be obtained from (1) BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attention: Prospectus Department or by email at dg.prospectus_requests@bofa.com; (2) J.P. Morgan Securities LLC, c/o: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com, (3) Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or (4) Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com.
This press release shall not constitute an offer to sell or the solicitation of any offer to buy any securities, nor shall there be any offer, solicitation or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Ryman Hospitality Properties, Inc.
Ryman Hospitality Properties, Inc. (NYSE: RHP) is a leading lodging and hospitality real estate investment trust that specializes in group-oriented, upscale convention center resorts and entertainment experiences. The Company’s holdings include Gaylord Opryland Resort & Convention Center; Gaylord Palms Resort & Convention Center; Gaylord Texan Resort & Convention Center; Gaylord National Resort & Convention Center; and Gaylord Rockies Resort & Convention Center, five of the top seven largest non-gaming convention center hotels in the United States based on total indoor meeting space. The Company also owns JW Marriott Phoenix Desert Ridge Resort & Spa and JW Marriott San Antonio Hill Country Resort & Spa as well as two ancillary hotels adjacent to our Gaylord Hotels properties. The Company’s hotel portfolio is managed by Marriott International and includes a combined total of 12,364 rooms as well as more than 3 million square feet of total indoor and outdoor meeting space in top convention and leisure destinations across the country. The Company also owns an approximate 70% controlling ownership interest in Opry Entertainment Group (OEG), which is composed of entities owning a growing collection of iconic and emerging country music brands, including the Grand Ole Opry; Ryman Auditorium; WSM 650 AM; Ole Red; Category 10; Nashville-area attractions; and Block 21, a mixed-use entertainment, lodging, office and retail complex, including the W Austin Hotel and the ACL Live at the Moody Theater, located in downtown Austin, Texas. OEG manages select outdoor live music venues, including Ascend Federal Credit Union Amphitheater in Nashville and CCNB Amphitheatre in Simpsonville, South Carolina. OEG also owns a majority interest in Southern Entertainment, a leading festival and events business. The Company operates OEG as its Entertainment segment in a taxable REIT subsidiary, and its results are consolidated in the Company’s financial results.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements as to the Company’s beliefs and expectations of the outcome of future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Examples of these statements include, but are not limited to, statements regarding the pending Grande Lakes Acquisition and the intended use of the net proceeds of the Offering and the Private Placement by the Company. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include the risks and uncertainties associated with the pending Grande Lakes Acquisition and the Private Placement including, but not limited to, the occurrence of any event, change or other circumstance that could delay the closing of the Grande Lakes Acquisition or the Private Placement, or result in the termination of the Private Placement or the transaction agreement for the Grande Lakes Acquisition; and adverse effects on the Company’s common stock because of the failure to complete the Grande Lakes Acquisition or the Private Placement. Other factors that could cause actual results to differ from the Company’s beliefs and expectations are described in the filings made from time to time by the Company with the U.S. Securities and Exchange Commission and include the risk factors and other risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026, and subsequent filings, including the Current Report on Form 8-K filed on August 10, 2026. Except as required by law, the Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.
| Investor Relations Contacts: | Media Contact: |
| Mark Fioravanti, President and Chief Executive Officer | Shannon Sullivan, Vice President Corporate and Brand Communications |
| Ryman Hospitality Properties, Inc. | Ryman Hospitality Properties, Inc. |
| (615) 316-6588 | (615) 316-6725 |
| mfioravanti@rymanhp.com | ssullivan@rymanhp.com |
| ~or~ | |
| Jennifer Hutcheson, Chief Financial Officer | |
| Ryman Hospitality Properties, Inc. | |
| (615) 316-6320 | |
| jhutcheson@rymanhp.com | |
| ~or~ | |
| Sarah Martin, Vice President, Investor Relations | |
| Ryman Hospitality Properties, Inc. | |
| (615) 316-6011 | |
| sarah.martin@rymanhp.com |
