Ryman Hospitality Properties Closes $658 Million Equity Offering, Backed by JPMorgan, Bank of America, Wells Fargo and Others, to Fund $1.38 Billion Orlando Resort Acquisition

NASHVILLE, Tenn. — Aug. 12, 2026 — Ryman Hospitality Properties, Inc. (NYSE: RHP) has closed an underwritten registered public offering of 5,865,000 shares of common stock at $117.00 per share, generating approximately $658 million in net proceeds, the company announced. The capital raise, arranged by a syndicate that includes JPMorgan, Bank of America, Wells Fargo, BTIG, SMBC Nikko and Crédit Agricole CIB, is intended to fund a portion of the approximately $1.38 billion purchase price for the pending acquisition of two luxury resort hotels on a 409-acre campus in Orlando, Florida.

Offering Structure and Syndicate

The offering included 765,000 shares sold following the full exercise of the underwriters' over-allotment option on Aug. 11, 2026, with those shares delivered at closing. Gross proceeds from the sale of 5,865,000 shares at $117.00 per share totaled approximately $686.2 million, with net proceeds of approximately $658 million after deducting underwriting discounts, commissions and other estimated offering expenses.

Bank of America, J.P. Morgan, Morgan Stanley and Wells Fargo Securities served as joint book-running managers for the offering. Deutsche Bank, BTIG, Crédit Agricole CIB, Scotiabank, SMBC Nikko and Raymond James acted as bookrunners. The offering was conducted pursuant to a shelf registration statement on Form S-3 that automatically became effective upon filing with the U.S. Securities and Exchange Commission on Aug. 10, 2026.

Ryman expects to contribute the net proceeds to its operating partnership, RHP Hotel Properties, LP, which will use the funds to finance a portion of the Grande Lakes acquisition and pay related fees and expenses.

Capital Stack: Equity Plus $700 Million in Senior Notes

The equity offering represents one leg of a two-part financing structure. To fund the balance of the $1.38 billion purchase price, RHP Hotel Properties, LP and RHP Finance Corporation — together the issuers — priced a private placement of $700 million in aggregate principal amount of 6.250% senior notes due 2035 on Aug. 11, 2026. Net proceeds from the notes are expected to be approximately $689 million after initial purchasers' discounts, commissions and estimated offering expenses. That transaction is expected to close on Aug. 25, 2026, subject to customary closing conditions.

Combined, the equity raise and the notes offering are expected to generate roughly $1.347 billion in net proceeds, with the remaining balance drawn from cash on hand. If the Grande Lakes acquisition is not consummated, Ryman has said it will use the equity offering proceeds for general corporate purposes, and the senior notes will be redeemed under a special mandatory redemption provision at 100% of the issue price plus accrued and unpaid interest.

The Grande Lakes Orlando Acquisition

The acquisition targets the fee simple interest in the Grande Lakes Orlando Resort from Trinity Investments, a two-hotel complex situated on approximately 409 acres in Orlando. The portfolio comprises the JW Marriott Orlando, Grande Lakes, a 1,010-room group-oriented resort at 4040 Central Florida Parkway, and The Ritz-Carlton Orlando, Grande Lakes, a 582-room luxury resort at 4012 Central Florida Parkway. Both hotels were built in 2003; The Ritz-Carlton underwent a renovation in 2021. The campus also includes a Greg Norman-designed 18-hole championship golf course.

The two hotels together provide approximately 299,000 to 320,000 square feet of meeting and event space. The JW Marriott alone features 54 meeting rooms encompassing approximately 152,019 square feet of event space, while The Ritz-Carlton offers 22 meeting rooms with approximately 147,000 square feet. The combined 1,592-room portfolio is being acquired at approximately $867,000 per key based on the $1.38 billion purchase price.

At that pricing, the transaction has been characterized as one of the largest non-gaming resort trades in U.S. history. Ryman has stated the purchase price represents a 12.5 times Adjusted EBITDAre multiple on the property's trailing-twelve-month results through June 30, 2026, and the company expects the acquisition to be accretive to adjusted funds from operations per diluted share in 2027.

Strategic Fit for Ryman's Convention Resort Portfolio

The Grande Lakes acquisition aligns with Ryman's focus on group-oriented, upscale convention center resorts. The company's existing hotel portfolio, managed by Marriott International, includes 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 by total indoor meeting space. Ryman also owns JW Marriott Phoenix Desert Ridge Resort & Spa and JW Marriott San Antonio Hill Country Resort & Spa. Its current hotel portfolio encompasses 12,364 rooms and more than 3 million square feet of total indoor and outdoor meeting space.

In addition to its hotel holdings, Ryman owns an approximate 70% controlling interest in Opry Entertainment Group, which operates country music and entertainment brands including the Grand Ole Opry, Ryman Auditorium, WSM 650 AM and Ole Red, among others.

Copies of the final prospectus supplement and accompanying base prospectus are available on the SEC's website at www.sec.gov and from the joint book-running managers, including BofA Securities, JPMorgan, Morgan Stanley and Wells Fargo.