Form 4: Ryman Hospitality EVP Receives Dividend-Related RSUs

Ryman Hospitality Properties' EVP, Secretary, and GC, Scott J. Lynn, received additional restricted stock units tied to a recent $1.15 per share dividend.

Summary

• Scott J. Lynn, Executive Vice President, Secretary, and General Counsel of Ryman Hospitality Properties, Inc. (RHP), received additional Restricted Stock Units (RSUs).
• These RSUs were granted on October 15, 2025, as a result of a $1.15 per share dividend paid by RHP on the same date.
• The number of additional RSUs was calculated based on the dividend amount and RHP's common stock closing price on the NYSE on September 30, 2025.
• The additional RSUs include 675 units that will vest 100% on March 15, 2026.
• An additional 1,452 units will vest 50% on March 15, 2026, and the remaining 50% on March 15, 2027.
• Further, 2,064 units will vest ratably in 1/4 increments over four years, with vesting having commenced on March 15, 2025.
• Lastly, 3,144 units will vest ratably in 1/4 increments over four years, with vesting commencing on March 15, 2026.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of executive compensation adjustments due to a dividend, which is a neutral to slightly positive event as it reflects ongoing executive incentives and a dividend payment by the company.

Positives

• The executive compensation structure includes dividend equivalents, which aligns executive interests with shareholder returns.
• The grant of additional RSUs increases the executive's equity stake in the company, potentially enhancing long-term commitment and retention.

Future Outlook

The vesting schedules for the newly granted Restricted Stock Units extend through March 2027 and beyond, indicating a long-term incentive structure for the executive.

Industry Context

This filing reflects a standard practice in executive compensation where equity awards, such as Restricted Stock Units, are adjusted to account for dividends paid on common stock. This mechanism, often referred to as dividend equivalents, ensures that RSU holders are not disadvantaged by dividend payments and maintains the intended value of their equity incentives, a common feature in the hospitality and real estate investment trust (REIT) sectors.

Comparison to Industry Standards

• The practice of granting dividend equivalents on unvested Restricted Stock Units is a common and widely accepted compensation practice across various industries, including the hospitality and REIT sectors.
• Companies like Marriott International, Hilton Worldwide, and other publicly traded REITs often incorporate similar provisions in their equity incentive plans to maintain the economic value of outstanding equity awards when dividends are distributed to common shareholders.
• This ensures that the long-term incentive value for executives remains consistent, aligning their interests with those of common shareholders who receive cash dividends.

Stakeholder Impact

• Shareholders: The dividend payment of $1.15 per share benefits common shareholders. The RSU adjustment ensures executive equity incentives remain aligned with shareholder value.
• Executives: Scott J. Lynn's equity stake in the company increases, reinforcing long-term alignment with company performance.

Next Steps

• Vesting of 675 Restricted Stock Units on March 15, 2026.
• Vesting of 1,452 Restricted Stock Units (50%) on March 15, 2026, and (50%) on March 15, 2027.
• Continued ratable vesting of 2,064 Restricted Stock Units over four years from March 15, 2025.
• Continued ratable vesting of 3,144 Restricted Stock Units over four years from March 15, 2026.

Key Dates

Keywords

Ryman Hospitality Properties, RHP, Scott J. Lynn, Restricted Stock Units, RSU, Executive Compensation, Dividend Reinvestment, SEC Form 4, Beneficial Ownership