Ryman Hospitality Properties Director William Haslam Receives 1,273 Additional Restricted Stock Units Following $1.20 Dividend Payment

Dividend-Triggered RSU Award for Ryman Hospitality Director William Haslam

The disclosure, dated July 15, 2026, covers a change in the beneficial ownership of derivative securities held by William Haslam, who serves as a director of Ryman Hospitality Properties, Inc. The update was filed by Scott J. Lynn, acting as Attorney-in-Fact for Haslam, indicating that Haslam authorized a representative to execute and submit the regulatory disclosure on his behalf. The transaction date and the filing date are both recorded as July 15, 2026, meaning the ownership change and the formal report occurred on the same day.

The nature of this transaction is not a discretionary open-market purchase or a sale. Rather, it is an automatic adjustment provided for under the existing terms of Haslam's RSU awards. When Ryman Hospitality Properties pays a cash dividend to common stockholders, the award terms require that RSU holders receive additional units equivalent in value to the dividend they would have received had their RSUs already converted into shares. This mechanism is a standard feature in many institutional equity compensation plans designed to preserve the economic value of unvested awards during dividend distribution periods.

How Ryman Hospitality's $1.20 Per Share Dividend Determined the RSU Grant Size

According to the filing, the number of additional RSUs awarded to Haslam — 1,273 units — was calculated based on two inputs: the $1.20 per share cash dividend paid by Ryman Hospitality Properties on July 15, 2026, and the closing price of the company's common stock as traded on the New York Stock Exchange on June 30, 2026. The filing does not disclose the specific closing price used on that date, nor does it break down the exact arithmetic used to arrive at the 1,273-unit figure beyond describing the general methodology. The company did not disclose this figure in the filing.

It is worth noting that the RSUs are classified as derivative securities in the disclosure, as they represent a right to receive shares of common stock upon vesting rather than an immediate ownership stake. The conversion or exercise price of the RSUs is listed as $0, reflecting that no cash payment is required from Haslam to convert the units into actual shares when they vest. This is consistent with standard restricted stock unit structures where the economic value derives entirely from the share price at the time of vesting rather than from any exercise premium paid by the recipient.

Vesting Schedule: All 1,273 RSUs Set to Vest on May 7, 2027

The filing states clearly that the restricted stock units vest 100% on May 7, 2027. This means the entire position — all 1,273 RSUs — is subject to a single cliff-vesting event rather than a gradual schedule spread across multiple dates. Until that vesting date arrives, Haslam does not hold the underlying common shares and cannot sell or transfer them on the open market. The units are held directly by Haslam, as indicated by the "D" ownership form designation in the disclosure.

Cliff vesting on a single date concentrates the economic risk and reward of the award into one specific moment, which some investors and governance analysts view as creating stronger retention incentives for directors and executives over the relevant period. Because the RSUs will convert into common stock upon vesting, any fluctuation in Ryman Hospitality's share price between now and May 7, 2027, will directly affect the ultimate value Haslam receives from these units. The filing does not include any guidance on projected share prices or anticipated total compensation values associated with the award.

William Haslam's Role as a Ryman Hospitality Board Director

The disclosure identifies William Haslam solely in his capacity as a director of Ryman Hospitality Properties, Inc. The filing does not attribute any executive officer title to Haslam, and no "10% Owner" box is checked, confirming that his holdings do not reach the threshold that would classify him as a large shareholder under Section 16 reporting requirements. Directors at Ryman Hospitality, like those at other publicly traded companies, are subject to beneficial ownership reporting obligations whenever changes occur in their direct or indirect holdings of company securities.

The filing was submitted individually rather than as a joint filing involving multiple reporting persons, as indicated by the "Form filed by One Reporting Person" designation. Scott J. Lynn signed the disclosure as attorney-in-fact, a common arrangement that allows authorized representatives to file required disclosures on behalf of directors or officers who may be unavailable to sign personally. This does not suggest any irregularity; the practice is routine in corporate governance settings where reporting obligations can arise on short notice, such as when a dividend payment date triggers an automatic RSU adjustment.

Ryman Hospitality's Broader RSU Award Structure and Dividend Equivalents

Dividend equivalent provisions, such as those that triggered Haslam's RSU adjustment, are a widely used feature in equity compensation plans at real estate investment trusts and other dividend-paying companies. Because REITs like Ryman Hospitality are required by tax law to distribute a substantial portion of their taxable income to shareholders in the form of dividends, executives and directors holding unvested equity awards could otherwise experience a dilution of their compensation value each time a dividend is paid. Dividend equivalent rights address this by crediting additional units or cash to the award holder in proportion to the dividend amount.

The filing suggests that Haslam's RSU award agreement was structured with this provision in place prior to the July 15, 2026, dividend payment. The automatic nature of the RSU credit — requiring no separate board approval or director election at the time of the dividend — indicates the adjustment was contractually predetermined as part of the original grant terms. Investors and analysts who track executive and director compensation at Ryman Hospitality may wish to consider these dividend-equivalent adjustments when evaluating total board compensation levels disclosed in the company's annual proxy filings.

Ryman Hospitality Properties as a Hospitality-Focused REIT

Ryman Hospitality Properties, Inc. operates as a real estate investment trust with a focus on hospitality and entertainment assets. The company is known for its portfolio of large-scale convention hotel properties, including the Gaylord Hotels brand, as well as entertainment venues and related assets operated through its partnership with Marriott International. As a REIT, Ryman Hospitality is required to meet specific distribution requirements under the Internal Revenue Code, which has historically resulted in regular dividend payments to common stockholders.

The $1.20 per share dividend paid on July 15, 2026, reflects the company's continued commitment to returning capital to shareholders, a characteristic that makes RHP particularly relevant to income-focused investors. The filing does not contain any broader commentary on the company's financial performance, future dividend plans, or strategic direction. Readers seeking information on operational results, revenue figures, or management guidance should refer to the company's most recently filed quarterly or annual financial disclosures.

Insider Ownership Transparency and Section 16 Reporting Obligations

The disclosure was filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, which requires directors, officers, and beneficial owners of more than 10% of a company's registered equity securities to report changes in their ownership positions. This framework is designed to promote transparency in how company insiders accumulate or reduce their holdings, providing the public and the investment community with timely insight into insider activity. The mandatory nature of these disclosures means that even non-discretionary events — such as the automatic RSU credit triggered by a dividend payment — must be formally reported.

These reports do not necessarily signal directional views on a company's stock, as they often reflect contractual or administrative events rather than deliberate investment decisions by the insider. In Haslam's case, the 1,273 RSUs received were a passive result of an existing award agreement and the company's dividend action, not a voluntary market transaction. Investors who monitor insider ownership filings as part of their research process should be mindful of this distinction when interpreting the economic significance of any given change in reported beneficial ownership.

Implications for Investors Tracking RHP Director Holdings

Following the July 15, 2026, RSU credit, the filing states that William Haslam beneficially owns 1,273 RSUs tied to Ryman Hospitality common stock. Prior to this transaction, the filing reflects no previously held RSUs in Table II, suggesting these 1,273 units represent the entirety of Haslam's current derivative security holdings in the company as reported in this disclosure. It is possible that Haslam holds additional securities — including direct common stock positions — that are not reflected in this particular update, as the disclosure covers only the derivative securities affected by the July 15, 2026, transaction.

Investors who track director and officer ownership as an indicator of alignment between company leadership and shareholder interests may note that Haslam's RSU position, once vested in May 2027, would convert entirely into common shares, directly linking a portion of his board-level compensation to the long-term performance of Ryman Hospitality's stock. The immediate share price impact of this disclosure was not clear from available public information. Those seeking a complete picture of all insider holdings should consult the full suite of beneficial ownership filings available through public regulatory databases.