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Ryman Hospitality Properties Inc.

11/03/2026 | Press release | Distributed by Public on 11/03/2026 11:29

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

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, 2025, included in our Annual Report on Form 10-K that was filed with the SEC on February 24, 2026.

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) the ability of Marriott International, Inc. ("Marriott") 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) geopolitical uncertainty, 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 and Grande Lakes Orlando 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, 2025 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 meetings-focused resorts totaling 13,461 rooms that are managed by Marriott under the Gaylord Hotels, JW Marriott, and Ritz-Carlton 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"). Two of the JW Marriott resorts include the JW Marriott San Antonio Hill Country Resort & Spa ("JW Marriott Hill Country") and the JW Marriott Phoenix Desert Ridge Resort & Spa ("JW Marriott Desert Ridge") (effective June 10, 2025). In addition, on September 1, 2026, we acquired the Grande Lakes Orlando Resort ("Grande Lakes Orlando"), which includes both a JW Marriott hotel and a Ritz-Carlton hotel. 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 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, JW Marriott Hill Country and JW Marriott Desert Ridge each include at least 240,000 square feet of meeting, convention and exhibit space, and Grande Lakes Orlando includes approximately 320,000 square feet of meeting, convention and exhibit space. As a result, our properties provide a convenient and entertaining environment for convention guests. Our 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 over 100 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 six 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 and Las Vegas, Nevada in October 2026, with an additional location expected to open at Universal Orlando Resort's CityWalk in mid-2028; Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas ("Block 21"); and a majority and controlling equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company. In addition, in January 2026, OEG began managing the Ascend Amphitheater in downtown Nashville, Tennessee, and in February 2026, OEG began managing the CCNB Amphitheatre outside of Greenville, South Carolina.

See "Cautionary Note Regarding Forward-Looking Statements" in this Item 2 and Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2025 for important information regarding forward-looking statements made in this report and risks and uncertainties we face.

Significant 2026 Activities

Significant activities we have undertaken in 2026 include (as well as where you can find more information herein or in the accompanying condensed consolidated financial statements):

●

Purchased Grande Lakes Orlando in September 2026 - Note 3, "Grande Lakes Orlando Transaction"

●

Increased the maximum borrowing capacity under our revolving credit facility from $700.0 million to $850.0 million, extended the initial maturity date to 2030 and modified certain financial covenants - Note 8, "Debt"

●

Issued $700 million in 5.75% senior notes due 2034 and used the net proceeds to redeem our former $700 million in 4.75% senior notes originally due 2027 - Note 8, "Debt"

●

Issued $700 million in 6.25% senior notes due 2035 (Note 8, "Debt") and offered and successfully issued approximately 5.9 million shares of our common stock (Note 13, "Equity") to fund the purchase of Grande Lakes Orlando

●

Continued investment in our existing properties through approximately $362.9 million in capital expenditures - "Liquidity and Capital Resources"

●

Declared approximately $235.7 million in cash distributions - Note 13, "Equity"

Recent Developments in Our Opry Entertainment Business

As previously announced, we are exploring ways to provide OEG with greater independence in a structure that creates value for our shareholders. To that end, we have engaged Morgan Stanley & Co. LLC to assist us in evaluating opportunities for OEG, focusing on three priorities:

●

preserving OEG's legacy while supporting its future growth;

●

achieving an attractive valuation and transaction terms; and

●

structuring any transaction in a manner that is appropriate for our REIT structure, which could result in payments being received by the Company, and the payment of special dividends to our shareholders, over multiple years.

Discussions are continuing, and after any transaction, we expect to remain an owner of OEG and continue to benefit from its future growth. We have not entered into definitive agreements with respect to a potential investment by a third party in OEG, and there can be no assurance that any definitive agreement will ultimately be reached.

As a result of this ongoing process, the put rights of the minority investor in OEG discussed in Note 5, "Income Per Share," to the accompanying condensed consolidated financial statements included herein are not currently exercisable.

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 properties under the Gaylord Hotels, JW Marriott and Ritz-Carlton brands 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 properties under the Gaylord Hotels, JW Marriott and Ritz-Carlton brands 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, JW Marriott Desert Ridge in June 2025 and Grande Lakes Orlando in September 2026.

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 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. 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. Included in our nearly $225 million multi-phase capital improvement plan at Gaylord Opryland is the completed renovation of multiple ballrooms and pre-function space, the completed construction of a sports bar, event lawn and pavilion, and the ongoing expansion of approximately 108,000 square feet of premium, carpeted meeting 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 purchased Block 21, invested in six Ole Red locations and recently announced the planned development of a seventh Ole Red location that is expected to open in early 2028, opened our second Category 10 in October 2026 and have announced the development of an additional Category 10 location that is expected to open in mid-2028, purchased a majority interest in Southern Entertainment in January 2025, and began managing the Ascend Amphitheater in January 2026 and the CCNB Amphitheatre in February 2026. In September 2025, the Grand Ole Opry traveled to the Royal Albert Hall in London for the first international performance in its history.

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:

●

Hospitality, consisting of our Gaylord Hotels properties, JW Marriott Hill Country, JW Marriott Desert Ridge (effective June 10, 2025), Grande Lakes Orlando (effective September 1, 2026), the Inn at Opryland and the AC Hotel.

●

Entertainment, consisting of the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, Category 10, Block 21, Southern Entertainment, our other Nashville-based attractions, and, beginning in 2026, the operation of the Ascend Amphitheater and the CCNB Amphitheatre.

●

Corporate and Other, consisting of our corporate expenses.

For the three and nine months ended September 30, 2026 and 2025, our total revenues were divided among these business segments as follows:


		Three Months Ended					Nine Months Ended
		September 30,					September 30,
Segment		2026		2025			2026		2025
Hospitality		86	%	85	%		85	%	82	%
Entertainment		14	%	15	%		15	%	18	%
Corporate and Other		0	%	0	%		0	%	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 resources:

●

hotel occupancy - a volume indicator calculated by dividing total rooms sold by total rooms available;

●

average daily rate ("ADR") - a price indicator calculated by dividing room revenue by the number of rooms sold;

●

revenue per available room ("RevPAR") - a summary measure of hotel results calculated by dividing room revenue by room nights available to guests for the period;

●

total revenue per available room ("Total RevPAR") - a summary measure of hotel results calculated by dividing the sum of room, food and beverage and other ancillary service revenue by room nights available to guests for the period; and

●

net definite group room nights booked - a volume indicator which represents the total number of definite group bookings for future room nights at our hotels confirmed during the applicable period, net of cancellations.

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:

●

Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization for Real Estate ("EBITDAre"), Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest, and

●

Funds From Operations ("FFO") available to common stockholders and unit holders and Adjusted FFO available to common stockholders and unit holders.

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.

Selected Financial Information

The following table contains our unaudited selected summary financial data for the three and nine months ended September 30, 2026 and 2025. 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								Unaudited
		Three Months Ended September 30,								Nine Months Ended September 30,
		2026		%		2025		%		2026		%		2025			%
REVENUES:
Rooms		$	219,409	33.5	%	$	195,227	33.0	%	$	675,533	32.6	%	$	585,359		31.8	%
Food and beverage			270,278	41.2	%		233,674	39.4	%		856,062	41.4	%		737,328		40.1	%
Other hotel revenue			73,125	11.2	%		71,968	12.1	%		221,570	10.7	%		192,123		10.4	%
Entertainment			92,989	14.2	%		91,589	15.5	%		316,186	15.3	%		324,443		17.6	%
Total revenues			655,801	100.0	%		592,458	100.0	%		2,069,351	100.0	%		1,839,253		100.0	%
OPERATING EXPENSES:
Rooms			54,481	8.3	%		48,668	8.2	%		157,656	7.6	%		142,195		7.7	%
Food and beverage			158,134	24.1	%		139,961	23.6	%		475,417	23.0	%		414,252		22.5	%
Other hotel expenses			156,829	23.9	%		144,882	24.5	%		451,711	21.8	%		399,394		21.7	%
Hotel management fees, net			19,946	3.0	%		16,551	2.8	%		63,003	3.0	%		52,930		2.9	%
Entertainment			70,790	10.8	%		67,935	11.5	%		237,462	11.5	%		248,081		13.5	%
Corporate			12,369	1.9	%		10,062	1.7	%		34,899	1.7	%		31,591		1.7	%
Preopening costs			897	0.1	%		1,289	0.2	%		1,722	0.1	%		1,474		0.1	%
Loss on sale of assets			-	-	%		1,296	0.2	%		-	-	%		1,296		0.1	%
Impairment charges			4,858	0.7	%		-	-	%		4,858	0.2	%		-		-	%
Depreciation and amortization:
Hospitality			73,447	11.2	%		63,729	10.8	%		206,673	10.0	%		175,232		9.5	%
Entertainment			9,460	1.4	%		9,242	1.6	%		28,503	1.4	%		27,954		1.5	%
Corporate and Other			256	0.0	%		231	0.0	%		772	0.0	%		696		0.0	%
Total depreciation and amortization			83,163	12.7	%		73,202	12.4	%		235,948	11.4	%		203,882		11.1	%
Total operating expenses			561,467	85.6	%		503,846	85.0	%		1,662,676	80.3	%		1,495,095		81.3	%
OPERATING INCOME (LOSS):
Hospitality			99,975	17.8	%		87,078	17.4	%		398,705	22.7	%		330,807		21.8	%
Entertainment			6,984	7.5	%		11,827	12.9	%		43,641	13.8	%		45,638		14.1	%
Corporate and Other			(12,625)	(A)			(10,293)	(A)			(35,671)	(A)			(32,287)		(A)
Total operating income			94,334	14.4	%		88,612	15.0	%		406,675	19.7	%		344,158		18.7	%
Interest expense			(68,275)	(A)			(64,873)	(A)			(196,269)	(A)			(177,690)		(A)
Interest income			5,096	(A)			4,836	(A)			14,009	(A)			15,878		(A)
Loss on extinguishment of debt			-	(A)			(380)	(A)			(2,200)	(A)			(2,922)		(A)
Income (loss) from unconsolidated joint ventures			-	(A)			(37)	(A)			4	(A)			(66)		(A)
Other gains and (losses), net			2,074	(A)			2,168	(A)			1,453	(A)			1,864		(A)
(Provision) benefit for income taxes			6,448	(A)			3,633	(A)			(12,514)	(A)			(8,374)		(A)
Net income			39,677	(A)			33,959	(A)			211,158	(A)			172,848		(A)
Net income attributable to noncontrolling interest in Opry Entertainment Group			(54)	(A)			(987)	(A)			(3,516)	(A)			(3,792)		(A)
Net (income) loss attributable to other noncontrolling interests			585	(A)			1,914	(A)			(4,209)	(A)			544		(A)
Net income available to common stockholders		$	40,208	(A)		$	34,886	(A)		$	203,433	(A)		$	169,600		(A)

(A)	These amounts have not been shown as a percentage of revenue because they have no relationship to revenue.

Summary Financial Results

Results of Operations

The following table summarizes our financial results for the three and nine months ended September 30, 2026 and 2025 (in thousands, except percentages and per share data):


		Three Months Ended									Nine Months Ended
		September 30,									September 30,
								%									%
		2026			2025			Change			2026			2025			Change
Total revenues		$	655,801		$	592,458		10.7	%		$	2,069,351		$	1,839,253		12.5	%
Total operating expenses			561,467			503,846		11.4	%			1,662,676			1,495,095		11.2	%
Operating income			94,334			88,612		6.5	%			406,675			344,158		18.2	%
Net income			39,677			33,959		16.8	%			211,158			172,848		22.2	%
Net income available to common stockholders			40,208			34,886		15.3	%			203,433			169,600		19.9	%
Net income available to common stockholders per share - diluted (1)			0.58			0.53		9.4	%			3.00			2.65		13.2	%

(1)

Diluted outstanding shares for the 2026 periods include the issuance of approximately 5.9 million shares of our common stock in August 2026.

Total Revenues

The increase in our total revenues for the three months ended September 30, 2026, as compared to the same period in 2025, is attributable to an increase in our Hospitality segment of $61.9 million and an increase in our Entertainment segment of $1.4 million, as presented in the tables below.

The increase in our total revenues for the nine months ended September 30, 2026, as compared to the same period in 2025, is attributable to an increase in our Hospitality segment of $238.4 million, partially offset by a decrease in our Entertainment segment of $8.3 million, as presented in the tables below.

Total Operating Expenses

The increase in our total operating expenses for the three months ended September 30, 2026, as compared to the same period in 2025, is primarily the result of an increase in our Hospitality segment of $49.0 million (which includes an increase of $9.7 million in depreciation and amortization expense) and an increase of $6.2 million in our Entertainment segment, as presented in the tables below.

The increase in our total operating expenses for the nine months ended September 30, 2026, as compared to the same period in 2025, is primarily the result of an increase in our Hospitality segment of $170.5 million (which includes an increase of $31.4 million in depreciation and amortization expense), partially offset by a decrease of $6.3 million in our Entertainment segment, as presented in the tables below.

Operating Income

The above factors resulted in an increase of $5.7 million and $62.5 million in operating income for the three and nine months ended September 30, 2026, respectively, as compared to the 2025 periods.

Net Income

Our $5.7 million increase in net income for the three months ended September 30, 2026, as compared to the same period in 2025, 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:

●

A $3.1 million increase in interest expense, net, in the 2026 period, as compared to the 2025 period, due primarily to interest expense incurred for our $700.0 million senior notes that were issued in August 2026 to fund our Grande Lakes Orlando acquisition.

●

A $2.8 million increase in benefit for income taxes in the 2026 period, as compared to the 2025 period.

Our $38.3 million increase in net income for the nine months ended September 30, 2026, as compared to the same period in 2025, 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:

●

A $20.4 million increase in interest expense, net, in the 2026 period, as compared to the 2025 period, due primarily to increased interest expense associated with a higher principal balance under our senior notes during the current period.

●

A $4.1 million increase in provision for income taxes in the 2026 period, as compared to the 2025 period.

Factors and Trends Contributing to Performance and Current Environment

Important factors and trends contributing to our performance during the three months ended September 30, 2026, compared to the three months ended September 30, 2025, were:

●

The addition of Grande Lakes Orlando, including $22.0 million in revenues; the property averaged $198.49 in RevPAR and $460.45 in Total RevPAR.

●

An increase in same-store (Hospitality segment excluding JW Marriott Desert Ridge and Grande Lakes Orlando) ADR of 3.3% in the 2026 period, as compared to the 2025 period.

●

An increase in same-store outside-the-room spend in the 2026 period of 8.0% over the 2025 period, driven by strong spending from group customers.

●

An increase of 13.5% in total revenue and Total RevPAR at Gaylord Opryland in the 2026 period, as compared to the 2025 period, primarily as a result of a 20.7% increase in group rooms traveled and the resulting increase in banquet revenue.

●

An increase of 10.5% in total revenue and Total RevPAR at Gaylord Rockies in the 2026 period, as compared to the 2025 period, primarily as a result of a 15.4% increase in outside-the-room spend primarily due to an increase in banquet and technology spending, as well as a 3.6% increase in ADR.

●

An increase of 8.3% in total revenue and Total RevPAR at Gaylord Texan in the 2026 period, as compared to the 2025 period, primarily as a result of a 20.5% increase in transient rooms traveled and a 5.2% increase in ADR.

●

An increase of 8.2% in total revenue and Total RevPAR at JW Marriott Desert Ridge in the 2026 period, as compared to the 2025 period, primarily as a result of a 16.6% increase in group rooms traveled and the resulting increase in banquet revenue.

●

An increase of 6.1% in total revenue and Total RevPAR at Gaylord National in the 2026 period, as compared to the 2025 period, primarily as a result of a 7.8% increase in ADR.

●

An increase of 4.5% in total revenue and Total RevPAR at Gaylord Palms in the 2026 period, as compared to the 2025 period, primarily as a result of a 5.4% increase in outside-the-room spend primarily due to an increase in banquet and technology spending.

Important factors and trends contributing to our performance during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, were:

●

The addition of JW Marriott Desert Ridge for the full period, including an increase of $132.1 million in revenues; the property averaged $256.43 in RevPAR and $669.32 in Total RevPAR.

●

The addition of Grande Lakes Orlando, including $22.0 million in revenues; the property averaged $198.49 in RevPAR and $460.45 in Total RevPAR.

●

An increase in same-store ADR of 5.1% in the 2026 period, as compared to the 2025 period.

●

An increase in same-store outside-the-room spend in the 2026 period of 6.1% over the 2025 period, driven by a favorable mix of group room nights traveled.

●

An increase of 12.4% in total revenue and Total RevPAR at Gaylord Opryland in the 2026 period, as compared to the 2025 period, primarily as a result of an 8.5% increase in group rooms traveled, which also drove increased outside-the-room spend of 12.8%, primarily due to an increase in banquet revenue, and a 5.0% increase in ADR.

●

An increase of 12.1% in total revenue and Total RevPAR at Gaylord Palms in the 2026 period, as compared to the 2025 period, primarily as a result of a 15.2% increase in outside-the-room spend primarily due to an increase in banquet and technology spending, as well as a 7.6% increase in ADR.

●

An increase of 5.4% in total revenue and Total RevPAR at Gaylord Rockies in the 2026 period, as compared to the 2025 period, primarily as a result of a 6.1% increase in outside-the-room spend primarily due to an increase in banquet and technology spending, as well as a 3.5% increase in ADR.

●

A decrease of 3.9% in total revenue and Total RevPAR at JW Marriott Hill Country in the 2026 period, as compared to the 2025 period, primarily as a result of a decrease of 6.0 points of occupancy due primarily to a decrease in group rooms traveled and the resulting decrease in banquet revenue. The decrease in occupancy is partially attributable to the ongoing rooms renovation at the property.

Other important factors and trends for the three and nine months ended, and as of, September 30, 2026 include:

●

Same-store net definite group room nights booked at our hotels for all future periods in the three and nine months ended September 30, 2026 increased 9.0% and 10.7%, respectively, as compared to the same periods in 2025.

●

Same-store group room nights on the books for all future years at our hotels at September 30, 2026 is 3.0% higher than the number on the books at the same point in 2025. In addition, the estimated ADR on those group room nights on the books at September 30, 2026 is 5.1% higher than the same point in 2025.

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, 2026 and 2025 (in thousands, except percentages and performance metrics):


		Three Months Ended									Nine Months Ended
		September 30,									September 30,
								%									%
		2026			2025			Change			2026			2025			Change
Revenues:
Rooms		$	219,409		$	195,227		12.4	%		$	675,533		$	585,359		15.4	%
Food and beverage			270,278			233,674		15.7	%			856,062			737,328		16.1	%
Other hotel revenue			73,125			71,968		1.6	%			221,570			192,123		15.3	%
Total hospitality revenue			562,812			500,869		12.4	%			1,753,165			1,514,810		15.7	%
Hospitality operating expenses:
Rooms			54,481			48,668		11.9	%			157,656			142,195		10.9	%
Food and beverage			158,134			139,961		13.0	%			475,417			414,252		14.8	%
Other hotel expenses			156,829			144,882		8.2	%			451,711			399,394		13.1	%
Management fees, net			19,946			16,551		20.5	%			63,003			52,930		19.0	%
Depreciation and amortization			73,447			63,729		15.2	%			206,673			175,232		17.9	%
Total Hospitality operating expenses			462,837			413,791		11.9	%			1,354,460			1,184,003		14.4	%
Hospitality operating income		$	99,975		$	87,078		14.8	%		$	398,705		$	330,807		20.5	%
Hospitality performance metrics:
Occupancy			69.2	%		66.6	%	2.6	pts			70.0	%		69.8	%	0.2	pts
ADR		$	267.51		$	257.74		3.8	%		$	281.92		$	260.25		8.3	%
RevPAR (1)		$	185.12		$	171.63		7.9	%		$	197.34		$	181.60		8.7	%
Total RevPAR (2)		$	474.85		$	440.33		7.8	%		$	512.15		$	469.95		9.0	%
Net Definite Group Room Nights Booked			571,699			505,644		13.1	%			1,496,985			1,263,520		18.5	%
Same-store Hospitality performance metrics (3):
Occupancy			70.3	%		67.3	%	3.0	pts			70.3	%		70.3	%	0.0	pts
ADR		$	266.63		$	258.04		3.3	%		$	273.81		$	260.52		5.1	%
RevPAR (1)		$	187.49		$	173.71		7.9	%		$	192.41		$	183.17		5.0	%
Total RevPAR (2)		$	477.82		$	442.58		8.0	%		$	499.86		$	472.83		5.7	%
Net Definite Group Room Nights Booked			501,109			459,897		9.0	%			1,333,307			1,204,951		10.7	%

(1)	We calculate Hospitality RevPAR by dividing room revenue by room nights available to guests for the period. Room nights available to guests include nights that rooms are out of service. Hospitality RevPAR is not comparable to similarly titled measures such as revenues.

(2)

We calculate Hospitality Total RevPAR by dividing the sum of room, food and beverage, and other ancillary services revenue (which equals Hospitality segment revenue) by room nights available to guests for the period. Room nights available to guests include nights that rooms are out of service. Hospitality Total RevPAR is not comparable to similarly titled measures such as revenues.

(3)	Same-store Hospitality segment metrics do not include JW Marriott Desert Ridge, which we purchased on June 10, 2025, or Grande Lakes Orlando, which we purchased on September 1, 2026.

Total Hospitality segment revenues in the three and nine months ended September 30, 2026 include $10.2 million and $28.7 million, respectively, in attrition and cancellation fee revenue, a decrease of $1.6 million and an increase of $0.8 million, respectively, in attrition and cancellation fee collections from the 2025 periods.

The percentage of group versus transient business based on rooms sold for our Hospitality segment for the periods presented was approximately as follows:


		Three Months Ended					Nine Months Ended
		September 30,					September 30,
		2026		2025			2026		2025
Group		71	%	71	%		75	%	76	%
Transient		29	%	29	%		25	%	24	%

Other hotel expenses for the three and nine months ended September 30, 2026 and 2025 consist of the following (in thousands):


		Three Months Ended									Nine Months Ended
		September 30,									September 30,
								%									%
		2026			2025			Change			2026			2025			Change
Administrative employment costs		$	61,191		$	55,419		10.4	%		$	176,092		$	153,053		15.1	%
Utilities			14,974			14,351		4.3	%			40,729			37,223		9.4	%
Property taxes			14,023			12,636		11.0	%			40,380			37,198		8.6	%
Other			66,641			62,476		6.7	%			194,510			171,920		13.1	%
Total other hotel expenses		$	156,829		$	144,882		8.2	%		$	451,711		$	399,394		13.1	%

Each of the other hotel expense categories above increased in the three months ended September 30, 2026, as compared to the 2025 period, primarily due to the addition of Grande Lakes Orlando, and increased in the nine months ended September 30, 2026, as compared to the 2025 period, primarily due to the addition of JW Marriott Desert Ridge and Grande Lakes Orlando. 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. The increase in property taxes during the 2026 periods, as compared to the 2025 periods, also includes an increase at Gaylord Opryland due to the expiration of a previous tax abatement plan. The increase in other expenses, which include supplies, advertising, maintenance costs and consulting costs, during the 2026 periods, as compared to the 2025 periods, also includes an increase of various miscellaneous expenses at Gaylord Opryland associated with the increase in business levels.

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, JW Marriott Desert Ridge and Grande Lakes Orlando 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, 2026 and 2025, we incurred $13.7 million and $12.0 million, respectively, and in the nine months ended September 30, 2026 and 2025, we incurred $42.4 million and $36.0 million, respectively, related to base management fees for our Hospitality segment. In the three months ended September 30, 2026 and 2025, we incurred $7.1 million and $5.3 million, respectively, and in the nine months ended September 30, 2026 and 2025, we incurred $23.0 million and $19.3 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 5, "Deferred Management Rights Proceeds," to the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Total Hospitality segment depreciation and amortization expense increased in the three months ended September 30, 2026, as compared to the same period in 2025, primarily due to the increase in depreciable assets associated with Grande Lakes Orlando, as well as increases in asset values at Gaylord Texan related to the 2026 rooms renovation completion and Gaylord Opryland related to the 2026 completion of a sports bar, pavilion and event lawn and the 2025 renovation of an existing ballroom and pre-function space. Total Hospitality segment depreciation and amortization expense increased in the nine months ended September 30, 2026, as compared to the same period in 2025, primarily due to the increase in depreciable assets associated with JW Marriott Desert Ridge, as well as each of the quarterly items noted above.

Property-Level Results. The following presents the property-level financial results of our Hospitality segment for the three and nine months ended September 30, 2026 and 2025.

Gaylord Opryland Results. The results of Gaylord Opryland for the three and nine months ended September 30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):


		Three Months Ended									Nine Months Ended
		September 30,									September 30,
								%									%
		2026			2025			Change			2026			2025			Change
Revenues:
Rooms		$	52,685		$	45,615		15.5	%		$	155,084		$	138,599		11.9	%
Food and beverage			54,306			46,974		15.6	%			170,450			150,241		13.5	%
Other hotel revenue			17,972			17,489		2.8	%			52,998			47,881		10.7	%
Total revenue			124,963			110,078		13.5	%			378,532			336,721		12.4	%
Operating expenses:
Rooms			11,304			9,435		19.8	%			32,891			29,986		9.7	%
Food and beverage			29,815			26,012		14.6	%			92,527			80,901		14.4	%
Other hotel expenses			33,187			31,310		6.0	%			96,051			90,350		6.3	%
Management fees, net			5,456			4,506		21.1	%			17,374			14,792		17.5	%
Depreciation and amortization			9,322			8,132		14.6	%			27,421			24,767		10.7	%
Total operating expenses			89,084			79,395		12.2	%			266,264			240,796		10.6	%
Operating income		$	35,879		$	30,683		16.9	%		$	112,268		$	95,925		17.0	%
Performance metrics:
Occupancy			73.6	%		64.0	%	9.6	pts			72.5	%		68.1	%	4.4	pts
ADR		$	269.32		$	268.20		0.4	%		$	271.14		$	258.31		5.0	%
RevPAR		$	198.29		$	171.68		15.5	%		$	196.70		$	175.79		11.9	%
Total RevPAR		$	470.33		$	414.30		13.5	%		$	480.11		$	427.08		12.4	%

Gaylord Palms Results. The results of Gaylord Palms for the three and nine months ended September 30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):


		Three Months Ended									Nine Months Ended
		September 30,									September 30,
								%									%
		2026			2025			Change			2026			2025			Change
Revenues:
Rooms		$	24,019		$	23,352		2.9	%		$	91,699		$	85,792		6.9	%
Food and beverage			37,599			33,088		13.6	%			133,509			111,531		19.7	%
Other hotel revenue			8,118			10,305		(21.2)	%			30,665			30,928		(0.9)	%
Total revenue			69,736			66,745		4.5	%			255,873			228,251		12.1	%
Operating expenses:
Rooms			6,093			5,965		2.1	%			20,014			19,477		2.8	%
Food and beverage			21,505			19,621		9.6	%			70,452			62,238		13.2	%
Other hotel expenses			22,767			22,212		2.5	%			70,907			67,476		5.1	%
Management fees, net			2,644			2,099		26.0	%			9,185			7,940		15.7	%
Depreciation and amortization			8,984			8,851		1.5	%			26,711			25,670		4.1	%
Total operating expenses			61,993			58,748		5.5	%			197,269			182,801		7.9	%
Operating income		$	7,743		$	7,997		(3.2)	%		$	58,604		$	45,450		28.9	%
Performance metrics:
Occupancy			65.2	%		64.2	%	1.0	pts			72.5	%		73.0	%	(0.5)	pts
ADR		$	232.93		$	230.01		1.3	%		$	269.80		$	250.64		7.6	%
RevPAR		$	151.97		$	147.75		2.9	%		$	195.51		$	182.92		6.9	%
Total RevPAR		$	441.21		$	422.29		4.5	%		$	545.55		$	486.66		12.1	%

Gaylord Texan Results. The results of Gaylord Texan for the three and nine months ended September 30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):


		Three Months Ended									Nine Months Ended
		September 30,									September 30,
								%									%
		2026			2025			Change			2026			2025			Change
Revenues:
Rooms		$	31,233		$	27,848		12.2	%		$	90,319		$	88,603		1.9	%
Food and beverage			39,265			35,704		10.0	%			128,198			125,364		2.3	%
Other hotel revenue			9,763			10,530		(7.3)	%			27,374			28,986		(5.6)	%
Total revenue			80,261			74,082		8.3	%			245,891			242,953		1.2	%
Operating expenses:
Rooms			6,929			7,064		(1.9)	%			20,021			19,832		1.0	%
Food and beverage			22,127			20,414		8.4	%			68,015			65,857		3.3	%
Other hotel expenses			21,279			21,102		0.8	%			59,981			60,623		(1.1)	%
Management fees, net			3,003			2,801		7.2	%			8,612			9,157		(6.0)	%
Depreciation and amortization			7,990			6,221		28.4	%			22,996			18,307		25.6	%
Total operating expenses			61,328			57,602		6.5	%			179,625			173,776		3.4	%
Operating income		$	18,933		$	16,480		14.9	%		$	66,266		$	69,177		(4.2)	%
Performance metrics:
Occupancy			71.4	%		67.0	%	4.4	pts			68.9	%		70.7	%	(1.8)	pts
ADR		$	262.01		$	248.99		5.2	%		$	264.61		$	253.19		4.5	%
RevPAR		$	187.15		$	166.86		12.2	%		$	182.38		$	178.91		1.9	%
Total RevPAR		$	480.92		$	443.90		8.3	%		$	496.53		$	490.59		1.2	%

Gaylord National Results. The results of Gaylord National for the three and nine months ended September 30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):


		Three Months Ended									Nine Months Ended
		September 30,									September 30,
								%									%
		2026			2025			Change			2026			2025			Change
Revenues:
Rooms		$	31,611		$	29,158		8.4	%		$	98,143		$	94,040		4.4	%
Food and beverage			44,900			41,497		8.2	%			127,807			127,258		0.4	%
Other hotel revenue			6,389			7,443		(14.2)	%			21,599			21,042		2.6	%
Total revenue			82,900			78,098		6.1	%			247,549			242,340		2.1	%
Operating expenses:
Rooms			10,996			10,549		4.2	%			33,911			33,505		1.2	%
Food and beverage			25,509			24,222		5.3	%			75,726			75,481		0.3	%
Other hotel expenses			23,218			21,917		5.9	%			69,078			66,331		4.1	%
Management fees, net			1,458			1,604		(9.1)	%			4,353			4,993		(12.8)	%
Depreciation and amortization			8,674			8,466		2.5	%			25,661			25,398		1.0	%
Total operating expenses			69,855			66,758		4.6	%			208,729			205,708		1.5	%
Operating income		$	13,045		$	11,340		15.0	%		$	38,820		$	36,632		6.0	%
Performance metrics:
Occupancy			66.1	%		65.7	%	0.4	pts			66.8	%		68.6	%	(1.8)	pts
ADR		$	260.56		$	241.65		7.8	%		$	269.59		$	251.56		7.2	%
RevPAR		$	172.15		$	158.79		8.4	%		$	180.11		$	172.58		4.4	%
Total RevPAR		$	451.45		$	425.30		6.1	%		$	454.29		$	444.74		2.1	%

Gaylord Rockies Results. The results of Gaylord Rockies for the three and nine months ended September 30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
							%								%
	2026			2025			Change		2026			2025			Change
Revenues:
Rooms	$	31,563		$	30,707		2.8	%	$	87,782		$	84,286		4.1	%
Food and beverage		45,645			39,276		16.2	%		131,761			124,274		6.0	%
Other hotel revenue		8,894			7,968		11.6	%		23,543			22,061		6.7	%
Total revenue		86,102			77,951		10.5	%		243,086			230,621		5.4	%
Operating expenses:
Rooms		6,795			6,866		(1.0)	%		18,957			18,919		0.2	%
Food and beverage		25,857			24,633		5.0	%		74,267			72,430		2.5	%
Other hotel expenses		11,599			12,061		(3.8)	%		34,309			33,961		1.0	%
Management fees, net		3,199			2,322		37.8	%		8,335			6,872		21.3	%
Depreciation and amortization		15,216			14,913		2.0	%		45,545			44,662		2.0	%
Total operating expenses		62,666			60,795		3.1	%		181,413			176,844		2.6	%
Operating income	$	23,436		$	17,156		36.6	%	$	61,673		$	53,777		14.7	%
Performance metrics:
Occupancy		82.9	%		83.6	%	(0.7)	pts		79.3	%		78.7	%	0.6	pts
ADR	$	275.64		$	266.03		3.6	%	$	270.23		$	261.20		3.5	%
RevPAR	$	228.57		$	222.36		2.8	%	$	214.22		$	205.69		4.1	%
Total RevPAR	$	623.52		$	564.49		10.5	%	$	593.22		$	562.80		5.4	%

JW Marriott Hill Country Results. The results of JW Marriott Hill Country for the three and nine months ended September 30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
							%								%
	2026			2025			Change		2026			2025			Change
Revenues:
Rooms	$	19,858		$	20,769		(4.4)	%	$	59,982		$	64,107		(6.4)	%
Food and beverage		19,984			19,875		0.5	%		74,674			77,708		(3.9)	%
Other hotel revenue		10,743			10,971		(2.1)	%		31,986			31,649		1.1	%
Total revenue		50,585			51,615		(2.0)	%		166,642			173,464		(3.9)	%
Operating expenses:
Rooms		3,728			3,803		(2.0)	%		11,086			11,762		(5.7)	%
Food and beverage		12,999			12,421		4.7	%		40,319			41,097		(1.9)	%
Other hotel expenses		18,875			18,812		0.3	%		56,924			54,970		3.6	%
Management fees, net		1,651			1,793		(7.9)	%		5,436			7,000		(22.3)	%
Depreciation and amortization		8,555			7,937		7.8	%		24,910			23,687		5.2	%
Total operating expenses		45,808			44,766		2.3	%		138,675			138,516		0.1	%
Operating income	$	4,777		$	6,849		(30.3)	%	$	27,967		$	34,948		(20.0)	%
Performance metrics:
Occupancy		62.6	%		66.7	%	(4.1)	pts		64.1	%		70.1	%	(6.0)	pts
ADR	$	343.98		$	337.63		1.9	%	$	342.19		$	334.35		2.3	%
RevPAR	$	215.41		$	225.31		(4.4)	%	$	219.28		$	234.36		(6.4)	%
Total RevPAR	$	548.74		$	559.92		(2.0)	%	$	609.19		$	634.13		(3.9)	%

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 and nine months ended September 30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
							%								%
	2026			2025			Change		2026			2025			Change (1)
Revenues:
Rooms	$	13,049		$	12,816		1.8	%	$	66,505		$	14,607		355.3	%
Food and beverage		18,256			16,203		12.7	%		77,676			18,049		330.4	%
Other hotel revenue		7,766			7,099		9.4	%		29,407			8,811		233.8	%
Total revenue		39,071			36,118		8.2	%		173,588			41,467		318.6	%
Operating expenses:
Rooms		3,893			3,408		14.2	%		12,963			4,060		219.3	%
Food and beverage		12,287			11,685		5.2	%		44,238			13,551		226.5	%
Other hotel expenses		15,565			15,241		2.1	%		49,359			18,688		164.1	%
Management fees, net		1,322			1,066		24.0	%		7,743			1,090		610.4	%
Depreciation and amortization		8,675			8,394		3.3	%		25,769			10,337		149.3	%
Total operating expenses		41,742			39,794		4.9	%		140,072			47,726		193.5	%
Operating income (loss)	$	(2,671)		$	(3,676)		27.3	%	$	33,516		$	(6,259)		635.5	%
Performance metrics:
Occupancy		59.1	%		57.9	%	1.2	pts		68.0	%		54.4	%	13.6	pts
ADR	$	252.56		$	253.43		(0.3)	%	$	376.93		$	250.08		50.7	%
RevPAR	$	149.30		$	146.63		1.8	%	$	256.43		$	136.07		88.5	%
Total RevPAR	$	447.03		$	413.25		8.2	%	$	669.32		$	386.27		73.3	%

(1)

We purchased JW Marriott Desert Ridge on June 10, 2025.

Grande Lakes Orlando Results. We purchased Grande Lakes Orlando on September 1, 2026. The results of Grande Lakes Orlando for the period ended September 30, 2026 are as follows (in thousands, except percentages and performance metrics):


	Period Ended
	September 30,
	2026
Revenues:
Rooms	$	9,480
Food and beverage		9,279
Other hotel revenue		3,232
Total revenue		21,991
Operating expenses:
Rooms		3,136
Food and beverage		6,957
Other hotel expenses		7,881
Management fees, net		814
Depreciation and amortization		5,054
Total operating expenses		23,842
Operating loss	$	(1,851)
Performance metrics:
Occupancy		63.1	%
ADR	$	314.64
RevPAR	$	198.49
Total RevPAR	$	460.45

Entertainment Segment

Total Segment Results. The following presents the financial results of our Entertainment segment for the three and nine months ended September 30, 2026 and 2025 (in thousands, except percentages):


		Three Months Ended									Nine Months Ended
		September 30,									September 30,
								%									%
		2026			2025			Change			2026			2025			Change
Revenues		$	92,989		$	91,589		1.5	%		$	316,186		$	324,443		(2.5)	%
Operating expenses			(70,790)			(67,935)		4.2	%			(237,462)			(248,081)		(4.3)	%
Preopening costs			(897)			(1,289)		(30.4)	%			(1,722)			(1,474)		16.8	%
Loss on sale of assets			-			(1,296)		(100.0)	%			-			(1,296)		(100.0)	%
Impairment charges			(4,858)			-		100.0	%			(4,858)			-		100.0	%
Depreciation and amortization			(9,460)			(9,242)		2.4	%			(28,503)			(27,954)		2.0	%
Operating income		$	6,984		$	11,827		(40.9)	%		$	43,641		$	45,638		(4.4)	%

Revenues increased in our Entertainment segment in the three months ended September 30, 2026, as compared to the 2025 period, primarily due to increased revenue from our 2026 management of the Ascend Amphitheater, partially offset by a decrease at the Grand Ole Opry primarily due to a decrease in the number of shows.

Revenues decreased in our Entertainment segment in the nine months ended September 30, 2026, as compared to the 2025 period, primarily due to the prior year period including an increase in produced content related to the Grand Ole Opry's 100-year celebration, lower revenues at the Grand Ole Opry and Ryman Auditorium partially related to Winter Storm Fern, which impacted Nashville, Tennessee in January 2026, and a decrease in revenue from Southern Entertainment as the result of a 2026 decision to discontinue a less profitable festival that took place in 2025. These decreases are partially offset by increased revenue from our 2026 management of the Ascend Amphitheater.

Entertainment segment operating expenses increased in the three months ended September 30, 2026, as compared to the 2025 period, primarily related to increased expenses associated with our 2026 management of the Ascend Amphitheater.

Entertainment segment operating expenses decreased in the nine months ended September 30, 2026, as compared to the 2025 period, primarily related to a decrease in expenses associated with the discontinuance of the less profitable Southern Entertainment festival noted above and less produced content related to the Grand Ole Opry's 100-year celebration in 2025, partially offset by expenses associated with our 2026 management of the Ascend Amphitheater.

Preopening costs during the three and nine months ended September 30, 2026 and 2025 include costs associated with Category 10 Las Vegas, which opened in October 2026.

Loss on sale of assets during the three and nine months ended September 30, 2025 includes the sale of miscellaneous assets.

Impairment charges during the three and nine months ended September 30, 2026 include charges associated with our September 2026 decision to cease operations of the General Jackson Showboat by December 31, 2026.

Depreciation and amortization increased slightly in the three and nine months ended September 30, 2026, as compared to the 2025 periods.

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, 2026 and 2025 (in thousands, except percentages):


		Three Months Ended								Nine Months Ended
		September 30,								September 30,
								%								%
		2026			2025			Change		2026			2025			Change
Operating expenses		$	12,369		$	10,062		22.9	%	$	34,899		$	31,591		10.5	%
Depreciation and amortization			256			231		10.8	%		772			696		10.9	%
Operating loss		$	(12,625)		$	(10,293)		(22.7)	%	$	(35,671)		$	(32,287)		(10.5)	%

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, 2026, as compared to the 2025 periods, primarily as a result of an increase in employment expenses.

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, 2026 and 2025 (in thousands, except percentages):


		Three Months Ended									Nine Months Ended
		September 30,									September 30,
								%									%
		2026			2025			Change			2026			2025			Change
Interest expense		$	(68,275)		$	(64,873)		(5.2)	%		$	(196,269)		$	(177,690)		(10.5)	%
Interest income			5,096			4,836		5.4	%			14,009			15,878		(11.8)	%
Loss on extinguishment of debt			-			(380)		100.0	%			(2,200)			(2,922)		24.7	%
Income (loss) from unconsolidated joint ventures			-			(37)		100.0	%			4			(66)		106.1	%
Other gains and (losses), net			2,074			2,168		(4.3)	%			1,453			1,864		(22.0)	%
(Provision) benefit for income taxes			6,448			3,633		77.5	%			(12,514)			(8,374)		(49.4)	%

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, 2026 and 2025 (in thousands, except percentages):


		Three Months Ended									Nine Months Ended
		September 30,									September 30,
								%									%
		2026			2025			Change			2026			2025			Change
RHP Revolving Credit Facility		$	1,179		$	1,078		9.4	%		$	3,490		$	3,146		10.9	%
RHP Term Loan B			4,377			5,055		(13.4)	%			12,957			15,019		(13.7)	%
RHP Senior Notes			56,760			50,381		12.7	%			161,270			133,423		20.9	%
OEG Revolver			183			156		17.3	%			525			1,057		(50.3)	%
OEG Term Loan			8,376			9,346		(10.4)	%			24,796			24,360		1.8	%
Block 21 CMBS Loan			-			-		-	%			-			2,683		(100.0)	%
Other (1)			(2,600)			(1,143)		(127.5)	%			(6,769)			(1,998)		(238.8)	%
Total interest expense		$	68,275		$	64,873		5.2	%		$	196,269		$	177,690		10.5	%

(1)

Other includes capitalized interest, as well as other miscellaneous items.

Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the amortization of deferred financing costs and the impact of interest rate swaps, was 6.5% for each of the three and nine months ended September 30, 2026 and 2025.

Interest Income

Interest income for the three and nine months ended September 30, 2026 and 2025 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 March 2026 redemption of our previous outstanding $700.0 million 4.75% senior notes due 2027, we recognized a loss on extinguishment of debt of $2.2 million in the nine months ended September 30, 2026.

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.

Other Gains and (Losses), net

Other gains and (losses), net for each of the three and nine months ended September 30, 2026 and 2025 includes the receipt of $3.4 million and $3.3 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, 2026 and 2025, we recorded an income tax benefit of $6.4 million and $3.6 million, respectively, and for the nine months ended September 30, 2026 and 2025, we recorded an income tax provision of $12.5 million and $8.4 million, respectively, related to our TRSs. The change in the income tax provision for the 2026 periods, as compared to the 2025 periods, relates to changes in income at our TRSs.

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:

●

preopening costs;

●

non-cash lease expense;

●

equity-based compensation expense;

●

impairment charges that do not meet the NAREIT definition above;

●

credit losses on held-to-maturity securities;

●

transaction costs of acquisitions;

●

interest income on bonds;

●

loss on extinguishment of debt;

●

pension settlement charges;

●

pro rata Adjusted EBITDAre from unconsolidated joint ventures; and

●

any other adjustments we have identified herein.

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 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:

●

right-of-use asset amortization;

●

impairment charges that do not meet the NAREIT definition above;

●

write-offs of deferred financing costs;

●

amortization of debt discounts or premiums and amortization of deferred financing costs;

●

loss on extinguishment of debt;

●

non-cash lease expense;

●

credit loss on held-to-maturity securities;

●

pension settlement charges;

●

additional pro rata adjustments from unconsolidated joint ventures;

●

(gains) losses on other assets;

●

transaction costs of acquisitions;

●

deferred income tax expense (benefit); and

●

any other adjustments we have identified herein.

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, 2026 and 2025 (in thousands):


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2026			2025		2026			2025
Net income	$	39,677		$	33,959	$	211,158		$	172,848
Interest expense, net		63,179			60,037		182,260			161,812
Provision (benefit) for income taxes		(6,448)			(3,633)		12,514			8,374
Depreciation and amortization		83,163			73,202		235,948			203,882
Loss on sale of assets		-			1,296		-			1,296
Pro rata EBITDAre from unconsolidated joint ventures		-			(1)		2			1
EBITDAre		179,571			164,860		641,882			548,213
Preopening costs		897			1,289		1,722			1,474
Non-cash lease expense		999			1,219		3,591			3,053
Equity-based compensation expense		4,113			3,660		11,742			10,777
Pension settlement charge		428			640		428			640
Impairment charges		4,858			-		4,858			-
Interest income on Gaylord National bonds		929			1,025		2,980			3,252
Loss on extinguishment of debt		-			380		2,200			2,922
Transaction costs of acquisitions		-			-		-			100
Pro rata adjusted EBITDAre from unconsolidated joint ventures		-			-		(4)			-
Adjusted EBITDAre		191,795			173,073		669,399			570,431
Adjusted EBITDAre of noncontrolling interest		(6,622)			(6,705)		(27,169)			(23,626)
Adjusted EBITDAre, excluding noncontrolling interest	$	185,173		$	166,368	$	642,230		$	546,805

The following is a reconciliation of our consolidated GAAP net income available to common stockholders to FFO and Adjusted FFO for the three and nine months ended September 30, 2026 and 2025 (in thousands):


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2026			2025		2026			2025
Net income available to common stockholders	$	40,208		$	34,886	$	203,433		$	169,600
Noncontrolling interest in OP Units		235			218		1,257			1,092
Net income available to common stockholders and unit holders		40,443			35,104		204,690			170,692
Depreciation and amortization		83,025			73,053		235,579			203,635
Adjustments for noncontrolling interest		(3,026)			(3,019)		(9,126)			(9,142)
FFO available to common stockholders and unit holders		120,442			105,138		431,143			365,185
Right-of-use asset amortization		138			149		369			247
Non-cash lease expense		999			1,219		3,591			3,053
Pension settlement charge		428			640		428			640
Impairment charges		4,858			-		4,858			-
Pro rata adjustments from joint ventures		-			-		(4)			-
Loss on sale of assets		-			1,296		-			1,296
Amortization of deferred financing costs		3,302			3,155		9,654			8,762
Amortization of debt discounts and premiums		509			387		1,368			1,375
Loss on extinguishment of debt		-			380		2,200			2,922
Adjustments for noncontrolling interest		(1,634)			(1,621)		(3,699)			(3,639)
Transaction costs of acquisitions		-			-		-			100
Deferred tax provision (benefit)		(7,512)			(4,391)		9,099			5,079
Adjusted FFO available to common stockholders and unit holders	$	121,530		$	106,352	$	459,007		$	385,020

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, 2026, our net cash flows provided by operating activities were $515.6 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of $482.5 million and favorable changes in working capital of $33.1 million. The favorable changes in working capital primarily resulted from an increase in advanced room deposits on future hotel stays, an increase in general accounts payable due to the timing of payments, and an increase in interest payable. These favorable changes in working capital were partially offset by an increase in prepaid expenses primarily associated with our seasonal holiday programming.

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.

Cash Flows Used In Investing Activities. During the nine months ended September 30, 2026, our primary uses of funds for investing activities were the use of $1.3 billion to purchase Grande Lakes Orlando and purchases of property and equipment of $362.9 million. Purchases of property and equipment consisted primarily of rooms renovations at JW Marriott Hill Country and Gaylord Texan; projects at Gaylord Opryland, including a meeting space expansion and the development of a sports bar, pavilion and event lawn; the construction of Category 10 Las Vegas; and ongoing maintenance capital expenditures for each of our existing properties.

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 the meeting space expansion, the renovation of an existing ballroom and pre-function space, and the development of the sports bar,

pavilion and event lawn; the rooms renovation at Gaylord Texan; and ongoing maintenance capital expenditures for each of our existing properties.

Cash Flows Provided By 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, 2026, our net cash flows provided by financing activities were $1.1 billion, primarily reflecting the issuance of $700.0 million in 6.25% senior notes due 2035 and $659.2 million in net proceeds from the issuance of approximately 5.9 million shares of our common stock in order to purchase Grande Lakes Orlando, the issuance of $700.0 million in 5.75% senior notes due 2034 and the redemption of $700.0 million in 4.75% senior notes due 2027, partially offset by the payment of $230.0 million in cash distributions, and the payment of $30.6 million in deferred financing costs.

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 to purchase JW Marriott Desert Ridge, partially offset by the payment of $212.6 million in cash distributions, the net repayment of $21.0 million under the OEG revolving credit facility, and the payment of $13.1 million in deferred financing costs.

Liquidity

At September 30, 2026, we had $348.2 million in unrestricted cash and $930.0 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, 2026, we issued $1.4 billion in new senior notes, redeemed $700 million in existing senior notes, received $659.2 million in net proceeds from the issuance of approximately 5.9 million shares of our common stock, used $1.3 billion in cash to purchase Grande Lakes Orlando, incurred capital expenditures of $362.9 million and paid $230.0 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, 2025 to September 30, 2026.

We anticipate investing in our operations during the remainder of 2026 by spending between approximately $90 million and $140 million in capital expenditures, which includes the meeting space expansion at Gaylord Opryland; the rooms renovation at JW Marriott Hill Country; and ongoing maintenance capital for each of our current 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 July 2028. 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, 2026, 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 amended and modified from time to time, 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 senior secured term loan B (the "Term Loan B") (in the original principal amount of $500.0 million and as of September 30, 2026 with an outstanding principal amount equal to $287.7 million), and a revolving credit facility (the "Revolver") in an aggregate principal amount available equal to $850.0 million as of

September 30, 2026, 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 Term Loan B and the Revolver at our option.

Each of the Term Loan B and the Revolver is guaranteed by us, each of our subsidiaries that own the Gaylord Hotels properties, JW Marriott Hill Country, JW Marriott Desert Ridge, Grande Lakes Orlando and certain of our other subsidiaries. Each of the Term Loan B and the Revolver 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, the Credit Agreement contains certain covenants, which, 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. Per the First Amendment to the Credit Agreement, the material financial covenants, ratios or tests contained in the Revolver are as follows:

●

We must maintain a consolidated net leverage ratio of not greater than 7.25x.

●

We must maintain a consolidated fixed charge coverage ratio of not less than 1.50x.

●

Our secured indebtedness must not exceed 45% of consolidated total asset value.

●

Our secured recourse indebtedness must not exceed 10% of consolidated total asset value.

●

Unencumbered leverage ratio must not exceed 60% (with the ability to surge to 65% in connection with a material acquisition).

●

Unencumbered adjusted NOI to unsecured interest expense ratio of not less than 2.0x.

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 January 28, 2030, 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. Borrowings under the Revolver bear interest at an annual rate equal to, at our option, either (i) Term SOFR plus the applicable margin ranging from 1.40% to 2.00%, (ii) 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 consolidated net leverage ratio (as defined in the Credit Agreement). Principal is payable in full at maturity.

For purposes of the Revolver, each of Term SOFR and Daily Simple SOFR are subject to a floor of 0.00%.

At September 30, 2026, no amounts were outstanding under the Revolver, and there was $850.0 million of availability under the Revolver.

Term Loan B. The Term Loan B has a maturity date of May 18, 2030. As of September 30, 2026, the applicable interest rate margin for borrowings under the Term Loan B is, at our option, either (i) 1.75% for SOFR Loans (as defined in the Credit Agreement) or 0.75% for base rate loans.

At September 30, 2026, the interest rate on the Term Loan B was Term SOFR plus 1.75%. 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, 2026, $287.7 million in borrowings were outstanding under the Term Loan B.

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 (the "$1 Billion 6.50% Senior Notes"), 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. 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 each of the Company's existing 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 $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 5.75% Senior Notes. On March 11, 2026, the Operating Partnership and Finco completed the private placement of $700.0 million in aggregate principal amount of 5.75% senior notes due 2034 (the "$700 Million 5.75% Senior Notes"), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $700 Million 5.75% 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 $700 Million 5.75% Senior Notes have a maturity date of March 15, 2034 and bear interest at 5.75% per annum, payable semi-annually in cash in arrears on March 15 and September 15 each year. The $700 Million 5.75% 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 each of the Company's existing senior notes, and senior in right of payment to future subordinated indebtedness, if any. The $700 Million 5.75% 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 $700 Million 5.75% 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 $700 Million 5.75% Senior Notes.

The net proceeds from the issuance of the $700 Million 5.75% Senior Notes totaled approximately $687 million, after deducting the initial purchasers' discounts, commissions and offering expenses. We used these net proceeds, together with cash on hand, to redeem in full our former $700 million in aggregate principal amount of 4.75% senior notes due 2027.

The $700 Million 5.75% Senior Notes are redeemable before March 15, 2029, 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 plus a make-whole premium. The $700 Million 5.75% Senior Notes will be redeemable, in whole or in part, at any time on or after March 15, 2029 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 102.875%, 101.438% and 100.000% beginning on March 15 of 2029, 2030 and 2031, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

$700 Million 6.25% Senior Notes. On August 25, 2026, the Operating Partnership and Finco completed the private placement of $700.0 million in aggregate principal amount of 6.25% senior notes due 2035 (the "$700 Million 6.25%

Senior Notes"), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $700 Million 6.25% 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 $700 Million 6.25% Senior Notes have a maturity date of February 15, 2035 and bear interest at 6.25% per annum, payable semi-annually in cash in arrears on February 15 and August 15 each year, beginning on February 15, 2027. The $700 Million 6.25% 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 each of the Company's existing senior notes, and senior in right of payment to future subordinated indebtedness, if any. The $700 Million 6.25% 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 $700 Million 6.25% 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 $700 Million 6.25% Senior Notes.

The net proceeds from the issuance of the $700 Million 6.25% Senior Notes totaled approximately $689 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 Grande Lakes Orlando discussed in Note 3.

The $700 Million 6.25% Senior Notes are redeemable before August 15, 2029, in whole or in part, at 100.00% of the principal amount thereof plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $700 Million 6.25% Senior Notes will be redeemable, in whole or in part, at any time on or after August 15, 2029 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.125%, 101.563%, and 100.000% beginning on August 15 of 2029, 2030, and 2031, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

$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 (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. 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 each of the Company's existing 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.

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.

$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 (the "$600 Million 4.50% Senior Notes"), 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 each of the Company's existing 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 redeemable, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is currently 100.750% and will be 100.000% beginning on February 15 of 2027, 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 (the "$400 Million 7.25% Senior Notes"), 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 each of the Company's existing 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 redeemable, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is currently 101.813% and will be 100.000% beginning on July 15 of 2027, 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 5.75% Senior Notes, the $700 Million 6.25% 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.

$700 Million 4.75% Senior Notes. In accordance with the indenture governing the previously outstanding $700.0 million in aggregate principal amount of 4.75% senior notes due 2027 (the "$700 Million 4.75% Senior Notes"), on March 27, 2026, we redeemed in full the $700 Million 4.75% Senior Notes. Accordingly, the $700 Million 4.75% Senior Notes are no longer reflected in the accompanying condensed consolidated balance sheet at September 30, 2026. As a result of this

redemption, we recognized a loss on extinguishment of debt of $2.2 million in the nine months ended September 30, 2026.

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").

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 a previously outstanding $127.9 million non-recourse term loan secured by a mortgage on Block 21 in full. The OEG Credit 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, 2026, $422.0 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, (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, (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, 2026 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, 2026 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.

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:

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The aggregate principal balance of all mortgage and mezzanine debt encumbering the hotel shall be no greater than 75% of the fair market value of the hotel; and

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The ratio of (a) aggregate Operating Profit (as defined in the management agreement) in the 12 months prior to the closing on the mortgage or mezzanine debt to (b) annual debt service for the hotel shall equal or exceed 1.2:1; but is subject to the pooling agreement described below.

The pooled limitations on Secured Debt (as defined in the pooling agreement) are as follows:

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The aggregate principal balance of all mortgage and mezzanine debt on Pooled Hotels (as defined in the pooling agreement), shall be no more than 75% of the fair market value of Pooled Hotels.

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The ratio of (a) aggregate Operating Profit (as defined in the pooling agreement) of Pooled Hotels in the 12 months prior to closing on any mortgage or mezzanine debt to (b) annual debt service for the Pooled Hotels, shall equal or exceed 1.2:1.

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, 2026 for our variable-rate debt after considering interest rate swaps, our estimated interest obligations through 2030 are $1,059.6 million. These estimated obligations are $72.9 million for the remainder of 2026, $291.4 million in 2027, $277.6 million in 2028, $222.1 million in 2029, and $195.5 million in 2030. 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, 2025 for a discussion of the interest we paid during 2025, 2024 and 2023.

Supplemental Guarantor Financial Information

The Company's $1 Billion 6.50% Senior Notes, $700 Million 5.75% Senior Notes, $700 Million 6.25% 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, JW Marriott Hill Country, JW Marriott Desert Ridge, Grande Lakes Orlando, 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).


		September 30,
		2026
Net receivables due from non-guarantor subsidiaries		$	53,039
Other assets			4,981,737
Total assets		$	5,034,776

Other liabilities		$	4,570,620
Total liabilities		$	4,570,620
Total noncontrolling interest		$	8,055


		Nine Months Ended
		September 30, 2026
Revenues from third-parties		$	654
Revenues from non-guarantor subsidiaries			508,595
Operating expenses (excluding expenses to non-guarantor subsidiaries)			147,490
Expenses to non-guarantor subsidiaries			18,420
Operating income			343,339
Interest income from non-guarantor subsidiaries			1,858
Net income			176,771
Net income available to common stockholders			175,514

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, 2025. There were no newly identified critical accounting policies in the first nine months of 2026, 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, 2025.

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