Form 8-K Ryman Hospitality Proper For: Sep 01

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 1, 2026

 

 

RYMAN HOSPITALITY PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		1-13079		73-0664379
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

	One Gaylord Drive Nashville, Tennessee	37214
	(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: (615) 316-6000

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

  

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $.01		RHP		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

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.  ¨

 

 

 

ITEM 2.01.

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

 

On September 1, 2026, a subsidiary of Ryman Hospitality Properties, Inc. (the “Company”), RHP Property GLO, LLC (“Buyer”), completed the previously announced purchase of the JW Marriott Orlando Grande Lakes Resort and The Ritz-Carlton Orlando, Grande Lakes located in Orlando, Florida (collectively, the “Grande Lakes Acquisition”), pursuant to an Agreement of Purchase and Sale (the “Purchase Agreement”) with GLO Hotel Owner LLC. The aggregate purchase price paid by Buyer was approximately $1.38 billion, which was funded with the net proceeds of an underwritten registered public offering of 5,865,000 shares of common stock of the Company at a public offering price of $117.00 per share, which closed on August 12, 2026, a private placement of $700 million aggregate principal amount of 6.250% senior notes due 2035, which closed on August 25, 2026, and cash on hand.

 

The foregoing description of the Purchase Agreement and the transactions pursuant thereto does not purport to be and is not complete and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 10, 2026, and is incorporated herein by reference.

 

ITEM 7.01

REGULATION FD DISCLOSURE.

 

On September 1, 2026, the Company issued a press release announcing the closing of the Grande Lakes Acquisition and revising guidance for certain financial measures for 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

The information furnished under Item 7.01 in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference herein or in such filing.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)

Exhibits

 

99.1

Press Release of Ryman Hospitality Properties, Inc. dated September 1, 2026.

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

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 hereunto duly authorized.

 

	RYMAN HOSPITALITY PROPERTIES, INC.
Date: September 1, 2026	By:	/s/ Scott J. Lynn
	Name:	Scott J. Lynn
	Title:	Executive Vice President, General Counsel and Secretary

 

 

ATTACHMENTS / EXHIBITS

EXHIBIT 99.1

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