10q10k10q10k.net

What changed in Ryman Hospitality Properties, Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Ryman Hospitality Properties, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+340 added−317 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-21)

Top changes in Ryman Hospitality Properties, Inc.'s 2025 10-K

340 paragraphs added · 317 removed · 274 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

83 edited+18 added−4 removed92 unchanged
Biggest changeIn 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, and in January 2025, we announced plans for the latest portion of a nearly $225 million multi-phase capital improvement plan at Gaylord Opryland that includes an expansion of approximately 108,000 square feet of premium, carpeted meeting space, which is in addition to the ongoing renovation of multiple ballrooms and pre-function space and a sports bar, event lawn and pavilion currently under construction. ● Leverage Brand Name Awareness.
Biggest changeOur ongoing plans for a nearly $225 million multi-phase capital improvement plan include the expansion of approximately 108,000 square feet of premium, carpeted meeting space; the construction of a sports bar, event lawn and pavilion; and the renovation of multiple ballrooms and pre-function space.
Fioravanti spent nine years in a variety of roles with casino operator Harrah’s Entertainment, Inc., where he was most recently Vice President of Finance and Administration of Harrah’s New Orleans. Mr. Fioravanti graduated from The Ohio State University, where he earned his B.S. degree. He also holds an MBA from the University of Tennessee.
Fioravanti spent nine years in a variety of roles with casino operator Harrah’s Entertainment, Inc., where he was most recently Vice President of Finance and Administration of Harrah’s New Orleans. Mr. Fioravanti graduated from The Ohio State University, where he earned his B.S. degree. He also holds an MBA from the University of Tennessee. Mr.
Our hotels also compete against large municipal convention centers, including those in Orlando, Las Vegas, Chicago, Atlanta, Dallas, Nashville, Washington, D.C., Denver and San Antonio. We believe that our hotels’ expansive spaces and quality meeting and convention facilities and services provide a competitive advantage over other hotels and convention centers. The hotel business is management and marketing intensive.
Our hotels also compete against large municipal convention centers, including those in Orlando, Las Vegas, Chicago, Atlanta, Dallas, Nashville, Washington, D.C., Denver, Phoenix and San Antonio. We believe that our hotels’ expansive spaces and quality meeting and convention facilities and services provide a competitive advantage over other hotels and convention centers. The hotel business is management and marketing intensive.
These five 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.
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.
It also serves as a destination resort for vacationers due to its proximity to the Grand Ole Opry, the Ryman Auditorium, the General Jackson Showboat, Gaylord Springs Golf Links (“Gaylord Springs”) – our 18-hole championship golf course with a 40,000 square-foot antebellum-style clubhouse offering meeting space for up to 500 guests – and other attractions in the Nashville area.
It also serves as a destination resort for vacationers due to its proximity to the Grand Ole Opry, the Ryman Auditorium, the General Jackson Showboat, Gaylord Springs Golf Links (“Gaylord Springs”) – our 18-hole championship golf course with a 40,000 square-foot clubhouse offering meeting space for up to 500 guests – and other attractions in the Nashville area.
The hotel complex includes an 18-story glass atrium, a 20,000 square foot spa and fitness center, a freestanding 24,000-square foot ballroom building offering 16,000 square feet of meeting space on the banks of the Potomac River, and entertainment options such as restaurants, shops, and a two-story rooftop nightclub. Gaylord National is rated as a AAA Four-Diamond Hotel.
The hotel complex includes an 18-story glass atrium, a 20,000 square foot spa and fitness center, a freestanding 29,000-square foot ballroom building offering 16,000 square feet of meeting space on the banks of the Potomac River, and entertainment options such as restaurants, shops, and a two-story rooftop nightclub. Gaylord National is rated as a AAA Four-Diamond Hotel.
Our Gaylord Hotels properties 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.
Our Gaylord Hotels and JW Marriott properties 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 seek to execute any future changes to our portfolio, including with respect to new development, major renovation and ongoing operations, in a socially and environmentally responsible manner. Our asset management team works directly with Marriott for the Marriott-managed properties to develop a short-term and long-term ESG strategy.
We seek to execute any future changes to our portfolio, including with respect to new development, major renovation and ongoing operations, in a socially and environmentally responsible manner. Our asset management team works directly with Marriott for the Marriott-managed properties to develop a short-term and long-term sustainability strategy.
Gaylord Palms has 1,718 signature guest rooms, five ballrooms with approximately 115,000 square feet, 111 banquet/meeting rooms, and total meeting, exhibit and pre-function space of approximately 467,000 square feet. The resort is situated on a 65-acre site in Osceola County, Florida, which we have leased pursuant to a 75-year ground lease with a 24-year renewal option.
Gaylord Palms has 1,718 signature guest rooms, five ballrooms with approximately 115,000 square feet, 111 banquet/meeting rooms, and total meeting, exhibit and pre-function space of approximately 467,000 square feet. The resort is situated on a 65-acre site in Osceola County, Florida, 7 Table of Contents which we have leased pursuant to a 75-year ground lease with a 24-year renewal option.
All of our assets are held by, and all of our operations are conducted through, RHP Hotel Properties, LP, a Delaware limited partnership (the “Operating Partnership”), of which we own, directly or indirectly, 99.3% of the partnership interests (collectively, the “OP Units”), including all of the general partnership interests.
All of our assets are held by, and all of our operations are conducted through, RHP Hotel Properties, LP, a Delaware limited partnership (the “Operating Partnership”), of which we own, directly or indirectly, 99.4% of the partnership interests (collectively, the “OP Units”), including all of the general partnership interests.
Since 2018, we have opened six Ole Red locations, multi-level entertainment venues with locations in downtown Nashville, Tennessee; Gatlinburg, Tennessee; Orlando, Florida; Tishomingo, Oklahoma; at the Nashville International Airport; and Las Vegas, Nevada (which opened in January 2024). Each of these restaurant, bar and live music venues showcase curated country music talent alongside concert-quality production and sound capabilities. Category 10.
Since 2018, we have opened six Ole Red venues, with locations in downtown Nashville, Tennessee; Gatlinburg, Tennessee; Orlando, Florida; Tishomingo, Oklahoma; at the Nashville International Airport; and Las Vegas, Nevada (which opened in January 2024). Each of these restaurant, bar and live music venues showcase curated country music talent alongside concert-quality production and sound capabilities. Category 10.
The rent that we receive from our TRS lessees qualifies as “rents from real property” as long as the property is operated on behalf of our TRS lessees by a person who qualifies as an “independent contractor” (as defined in the Code) and who is, or is related to a person who is, actively engaged in the trade or business of operating “qualified lodging facilities” (as defined in the Code) for any person unrelated to us and our TRS lessees (an “eligible independent contractor”).
The rent that we receive from our TRS lessees qualifies as “rents from real property” as long as the property is operated on behalf of our TRS lessees by a person who qualifies as an “independent contractor” (as defined in the Code) and who is, or is related to a person who is, actively engaged in the trade or business of operating “qualified lodging facilities” (as defined 10 Table of Contents in the Code) for any person unrelated to us and our TRS lessees (an “eligible independent contractor”).
Our Performance Management tool allows employees to comment on their progress toward their goals and also allows leaders to track this progress and provide coaching and mentoring in response to their individual needs. 11 Table of Contents ● Training and Development : We conduct robust onboarding, training and development for all levels of employees focused on our guiding principles (Passion, Respect, Winning Attitude, Integrity, Service, Teamwork, Pride, Creativity and Fun).
Our Performance Management tool allows employees to comment on their progress toward their goals and also allows leaders to track this progress and provide coaching and mentoring in response to their individual needs. ● Training and Development : We conduct robust onboarding, training and development for all levels of employees focused on our guiding principles (Passion, Respect, Winning Attitude, Integrity, Service, Teamwork, Pride, Creativity and Fun).
The hotel features a lavish and expansive atrium, 1,814 signature guest rooms, four ballrooms with approximately 115,000 square feet, 88 banquet/meeting rooms, and total meeting, exhibit and pre-function space of approximately 488,000 square feet.
The hotel features a lavish and expansive atrium, 1,814 signature guest rooms, four ballrooms with approximately 115,000 square feet, 100 banquet/meeting rooms, and total meeting, exhibit and pre-function space of approximately 488,000 square feet.
Our non-REIT operations, which consist of the activities of our TRSs that lease or sublease our hotels from the Operating Partnership, as well as businesses within our Entertainment segment, will continue to be subject, as applicable, to federal and state corporate income taxes. ​ 10 Table of Contents Human Capital We create unique destination and entertainment experiences for our customers.
Our non-REIT operations, which consist of the activities of our TRSs that lease or sublease our hotels from the Operating Partnership, as well as businesses within our Entertainment segment, will continue to be subject, as applicable, to federal and state corporate income taxes. Human Capital We create unique destination and entertainment experiences for our customers.
The management agreements and pooling agreement also contain certain restrictions on our incurring indebtedness that encumber our Gaylord Hotels properties other than Gaylord Rockies on an individual or aggregate basis. The management agreements may be 13 Table of Contents terminated earlier than the stated term if certain events occur, including the failure of Marriott to satisfy certain performance standards.
The management agreements and pooling agreement also contain certain restrictions on our incurring indebtedness that encumber our Gaylord Hotels properties other than Gaylord Rockies on an individual or aggregate basis. The management agreements may be terminated earlier than the stated term if certain events occur, including the failure of Marriott to satisfy certain performance standards.
The owner’s priority is collectively $240 million, plus certain additional amounts, including 10% of certain non-routine capital expenditures and conversion work, and 10% of replacements of furniture, fixtures, and equipment and routine capital expenditures in excess of a reserve.
The owner’s priority is collectively $240 million, plus certain additional amounts, including at least 10% of certain non-routine capital expenditures and conversion work, and at least 10% of replacements of furniture, fixtures, and equipment and routine capital expenditures in excess of a reserve.
Our people-first culture and our benefits offerings contribute to our ability to remain an employer of choice in each of our markets. Programs in place to reinforce our people-centric culture include, among others: ● Inclusion : We are committed to building an inclusive workforce through recruitment initiatives to attract, employ and develop candidates from all backgrounds.
Our people-first culture and our benefits offerings contribute to our ability to remain an employer of choice in each of our markets. 11 Table of Contents Programs in place to reinforce our people-centric culture include, among others: ● Inclusion : We are committed to building an inclusive workforce through recruitment initiatives to attract, employ and develop candidates from all backgrounds.
We also own a controlling 70% 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.
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.
The former home of the Grand Ole Opry, the Ryman Auditorium was renovated and re-opened in 1994 for concerts and musical productions. The Grand Ole Opry returns to the Ryman Auditorium periodically, most recently in January 2025.
The former home of the Grand Ole Opry, the Ryman Auditorium was renovated and re-opened in 1994 for concerts and musical productions. The Grand Ole Opry returns to the Ryman Auditorium periodically, most recently in January 2026.
However, under the terms of our management agreements with Marriott, we may be required to bear the cost of any capital expenditures necessary to comply with a legal requirement. Entertainment WSM-AM is subject to regulation under the Communications Act of 1934, as amended.
However, under the terms of our management agreements with Marriott, we may be required to bear the cost of any capital expenditures necessary to comply with a legal requirement. 15 Table of Contents Entertainment WSM-AM is subject to regulation under the Communications Act of 1934, as amended.
The success of the Entertainment group is dependent upon certain factors beyond our control, including economic conditions, the amount of available leisure time, transportation cost, public taste, customer demand for live music and entertainment, and weather conditions. Management Agreements Gaylord Hotels.
The success of the Entertainment group is dependent upon certain factors beyond our control, including economic conditions, the amount of available leisure time, transportation cost, public taste, customer demand for live music and entertainment, and weather conditions. 13 Table of Contents Management Agreements Gaylord Hotels.
To this end, we purchased JW Marriott Hill Country in June 2023. ● 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.
To this end, we purchased JW Marriott Hill Country in June 2023 and JW Marriott Desert Ridge in June 2025. ● 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.
However, under the terms of our management agreements with Marriott, we may be required to bear the cost of any capital expenditures necessary to comply with a legal requirement. 15 Table of Contents Additional Information Our website address is www.rymanhp.com.
However, under the terms of our management agreements with Marriott, we may be required to bear the cost of any capital expenditures necessary to comply with a legal requirement. Additional Information Our website address is www.rymanhp.com.
Chaffin served as the head of finance for ResortQuest International, formerly a division of the Company. Prior to joining the Company in 16 Table of Contents January 2005, Mr. Chaffin worked for General Motors Corporation for 9 years serving in a variety of corporate and manufacturing positions. Mr.
Chaffin served as the head of finance for ResortQuest International, formerly a division of the Company. Prior to joining the Company in January 2005, Mr. Chaffin worked for General Motors Corporation for 9 years serving in a variety of corporate and manufacturing positions. Mr.
We own the General Jackson Showboat, a 300-foot, four-deck paddle wheel showboat on the Cumberland River, which flows past the Gaylord Opryland complex in Nashville. Its Victorian Theatre can seat 600 people for banquets and 1,000 people for theater-style presentations. The showboat stages Broadway-style shows and other theatrical productions.
OEG owns the General Jackson Showboat, a 300-foot, four-deck paddle wheel showboat on the Cumberland River, which flows past the Gaylord Opryland complex in Nashville. Its Victorian Theatre can seat 600 people for banquets and 1,000 people for theater-style presentations. The showboat stages Broadway-style shows and other theatrical productions.
This strategy creates a better experience for both meeting planners and guests and has led to our current Gaylord Hotels properties claiming a place among the leading convention hotels in the country. ● Expansion of Hotel Asset Portfolio.
This strategy creates a better experience for both meeting planners and guests and has led to our Gaylord Hotels properties and JW Marriott properties claiming a place among the leading convention hotels in the country. ● Expansion of Hotel Asset Portfolio.
On May 31, 2022, we purchased Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas. Block 21 is the home of the Austin City Limits Live at the Moody Theater (“ACL Live”), a 2,750-seat entertainment venue that serves as the filming location for the Austin City Limits television series.
Block 21, which we purchased in 2022, is a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas. Block 21 is the home of the Austin City Limits Live at the Moody Theater (“ACL Live”), a 2,750-seat entertainment venue that serves as the filming location for the Austin City Limits television series.
Our commitment to an inclusive work environment is a top priority. Additionally, our benefits philosophy includes resources to help employees live happier, healthier lives, while rewarding performance and encouraging retention. In the last three years, despite rising healthcare costs, we have kept employee healthcare premium increases at or below 5%, this year capping the premium increase at 2.5%.
Our commitment to an inclusive work environment is a top priority. Additionally, our benefits philosophy includes resources to help employees live happier, healthier lives, while rewarding performance and encouraging retention. In the last three years, despite rising healthcare costs, we have kept employee healthcare premium increases at or below 5%.
Hutcheson, who is a certified public accountant, has a B.S. degree in accounting from Tennessee Technological University and an MBA from the Owen Graduate School of Management at Vanderbilt University.
Hutcheson, who is a certified public accountant, has a B.S. degree in accounting from Tennessee Technological University and an MBA from the Owen Graduate School of Management at Vanderbilt University. ​ 17 Table of Contents
The hotel features a lavish and expansive atrium, 1,501 signature guest rooms, including 114 suites, four ballrooms with up to approximately 60,000 square feet, up to 81 breakout rooms, indoor meeting, exhibit and pre-function space of approximately 409,000 square feet, and additional outdoor meeting space of approximately 76,000 square feet.
The hotel features a lavish and expansive atrium, 1,501 signature guest rooms, including 114 suites, four ballrooms with up to approximately 60,000 square feet, up to 78 breakout rooms, indoor meeting, exhibit and pre-function space of approximately 409,000 square feet, and additional outdoor meeting space of approximately 75,000 square feet.
Total incentive fees incurred during 2024, 2023 and 2022 were $30.0 million, $28.5 million, and $13.5 million, respectively. Management fees are presented in the accompanying financial information net of the amortization of the deferred management rights proceeds discussed further in “Note 5 – Deferred Management Rights Proceeds” to our consolidated financial statements included in this Annual Report on Form 10-K.
Total incentive fees incurred during 2025, 2024 and 2023 were $27.4 million, $30.0 million, and $28.5 million, respectively. Management fees are presented in the accompanying financial information net of the amortization of the deferred management rights proceeds discussed further in “Note 5 – Deferred Management Rights Proceeds” to our consolidated financial statements included in this Annual Report on Form 10-K.
Information About Our Executive Officers The following table sets forth certain information regarding the executive officers of the Company at January 1, 2025.
Information About Our Executive Officers The following table sets forth certain information regarding the executive officers of the Company at January 1, 2026.
The meetings also celebrate employees demonstrating our workplace values. Weekly and monthly newsletter communications reinforce our people-centric culture, while regular communications from senior leaders ensure all employees have first-hand access to company updates between meetings. Two-way communication is encouraged through employee satisfaction surveys, senior leader-led Think Tanks and focus groups designed to solicit candid feedback from employees.
Weekly and monthly newsletter communications reinforce our people-centric culture, while regular communications from senior leaders ensure all employees have first-hand access to company updates between meetings. Two-way communication is encouraged through employee satisfaction surveys, senior leader-led Think Tanks and focus groups designed to solicit candid feedback from employees.
Patrick Chaffin is Executive Vice President and Chief Operating Officer – Hotels of the Company, a position he has held since May 2019. In this role, Mr. Chaffin leads our asset management function, state and local government relations, product enhancement and site selection for our hotel portfolio’s growth.
Fioravanti is a director of Brookdale Senior Living, Inc. Patrick Chaffin is Executive Vice President and Chief Operating Officer – Hotels of the Company, a position he has held since May 2019. In this role, Mr. Chaffin leads our asset management function, state and local government relations, product enhancement and site selection for our hotel portfolio’s growth.
Lynn ​ 51 ​ Executive Vice President, General Counsel and Secretary Jennifer Hutcheson ​ 46 ​ Executive Vice President, Chief Financial Officer and Chief Accounting Officer ​ The following is additional information with respect to the above-named executive officers. Colin V.
Lynn ​ 52 ​ Executive Vice President, General Counsel and Secretary Jennifer Hutcheson ​ 47 ​ Executive Vice President, Chief Financial Officer and Chief Accounting Officer ​ The following is additional information with respect to the above-named executive officers. Colin V.
We receive periodic updates from Marriott concerning Marriott’s policies, and we believe they reflect our people-first approach. Philosophy and Culture Our people-first philosophy centers around creating a workplace culture where all employees feel respected, valued and inspired. We prioritize communication to ensure our employees feel connected to our company’s goals and engaged in the communities we serve.
We receive periodic updates from Marriott concerning Marriott’s policies, and we believe they reflect our people-first approach. Philosophy and Culture Our people-first philosophy is designed to create a workplace culture where all employees feel respected, valued and inspired. We prioritize communication to ensure our employees feel connected to our company’s goals and engaged in the communities we serve.
Additionally, this management agreement requires us to pay Marriott an incentive fee of 20% of available cash flow (as defined in the management agreement). The owner’s priority is $52.9 million, plus certain additional amounts, including 10.5% of certain non-routine capital expenditures. Inn at Opryland.
Additionally, this management agreement requires us to pay Marriott an incentive fee of 20% of available cash flow (as defined in the management agreement). The owner’s priority is $52.9 million, plus certain additional amounts, including 10.5% of certain non-routine capital expenditures. JW Marriott Desert Ridge .
Gaylord Opryland has 2,888 signature guest rooms, four ballrooms with approximately 127,000 square feet, 111 banquet/meeting rooms, and total meeting, exhibit and pre-function space of approximately 640,000 square feet.
Gaylord Opryland has 2,888 signature guest rooms, six ballrooms with approximately 127,000 square feet, 106 banquet/meeting rooms, and total meeting, exhibit and pre-function space of approximately 640,000 square feet.
Our operations are organized into three principal business segments: (i) Hospitality, which includes our Gaylord Hotels properties, JW Marriott Hill Country (effective June 30, 2023), the Inn at Opryland and the AC Hotel; (ii) Entertainment, which includes the entertainment and media assets comprising OEG; and (iii) Corporate and Other, which includes corporate expenses.
Our operations are organized into three principal business segments: (i) Hospitality, which includes our Gaylord Hotels properties, our JW Marriott properties, the Inn at Opryland and the AC Hotel; (ii) Entertainment, which includes the entertainment and media assets comprising OEG; and (iii) Corporate and Other, which includes corporate expenses.
Mark Fioravanti is President and Chief Executive Officer of the Company. Mr. Fioravanti has served as President since March 2015, was appointed Chief Executive Officer as of January 1, 2023, and has served as a director of the Company since February 2022. Mr.
Reed is a director of First Horizon National Corporation. Mark Fioravanti is President and Chief Executive Officer of the Company. Mr. Fioravanti has served as President since March 2015, was appointed Chief Executive Officer as of January 1, 2023, and has served as a director of the Company since February 2022. Mr.
The resort is approximately a five-minute drive from the main gate of the Walt Disney World® Resort complex. Gaylord Palms has a number of 7 Table of Contents themed restaurants, retail outlets, a new resort rapid river, and a full-service spa with 20,000 square feet of dedicated space.
The resort is approximately a five-minute drive from the main gate of the Walt Disney World® Resort complex. Gaylord Palms has a number of themed restaurants, retail outlets, a water experience, including a rapid river, and a full-service spa with 20,000 square feet of dedicated space.
(now Caesar’s Entertainment) since May 1999, and he had served as Harrah’s Chief Financial Officer since April 1997. Mr. Reed also was a director of Harrah’s from 1998 to May 2001. Mr. Reed served in a variety of other management positions with Harrah’s and its predecessor, Holiday Corp., since 1977. Mr. Reed is a director of First Horizon National Corporation.
(now Caesar’s Entertainment) since May 1999, and he had served as Harrah’s Chief Financial Officer since April 1997. Mr. Reed also was a director of Harrah’s from 1998 to May 2001. Mr. Reed served in a variety 16 Table of Contents of other management positions with Harrah’s and its predecessor, Holiday Corp., since 1977. Mr.
Both awards recognize exemplary performance throughout different levels of the organization. Finalists for both awards are selected by our Executive Chairman and are recognized at an annual reception. ● Total Wellbeing/Total Rewards : We offer a competitive and comprehensive pay and benefits package that meets the various needs of our employees.
Finalists for both awards are selected by our Executive Chairman and are recognized at an annual reception. ● Total Wellbeing/Total Rewards : We offer a competitive and comprehensive pay and benefits package that meets the various needs of our employees.
Based on our information, publicly available information, and information and data obtained from Smith Travel Research, the top 10 non-gaming hotels within the United States with the highest square footage of self-contained exhibit and meeting space as of January 2025 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Exhibit and ​ ​ ​ ​ ​ ​ Meeting Space Facility (1) ​ Location ​ Hotel Rooms ​ (sq. ft.) Gaylord Opryland Resort & Convention Center Nashville, TN 2,888 640,000 Gaylord National Resort & Convention Center National Harbor, MD 1,996 501,000 Gaylord Texan Resort & Convention Center Grapevine, TX 1,814 488,000 Gaylord Palms Resort & Convention Center Kissimmee, FL 1,718 467,000 Rosen Shingle Creek Orlando, FL 1,501 445,000 Gaylord Rockies Resort & Convention Center ​ Aurora, CO ​ 1,501 ​ 409,000 Orlando World Center Marriott Orlando, FL 2,010 360,000 Hilton Anatole ​ Dallas, TX ​ 1,606 ​ 360,000 Marriott Walt Disney World Dolphin ​ Orlando, FL ​ 1,514 ​ 349,000 Hyatt Regency Orlando ​ Orlando, FL ​ 1,641 ​ 315,000 (1) Bolded facilities are owned by the Company. ​ Gaylord Opryland Resort & Convention Center — Nashville, Tennessee.
Based on our information and publicly available information, the top 10 non-gaming hotels within the United States with the highest square footage of self-contained exhibit and meeting space as of January 2026 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Exhibit and ​ ​ ​ ​ ​ ​ Meeting Space Facility (1) ​ Location ​ Hotel Rooms ​ (sq. ft.) Gaylord Opryland Resort & Convention Center Nashville, TN 2,888 640,000 Gaylord National Resort & Convention Center National Harbor, MD 1,996 501,000 Gaylord Texan Resort & Convention Center Grapevine, TX 1,814 488,000 Gaylord Palms Resort & Convention Center Kissimmee, FL 1,718 467,000 Rosen Shingle Creek Orlando, FL 1,501 445,000 Gaylord Rockies Resort & Convention Center ​ Aurora, CO ​ 1,501 ​ 409,000 Orlando World Center Marriott Orlando, FL 2,010 360,000 Hilton Anatole ​ Dallas, TX ​ 1,610 ​ 360,000 Gaylord Pacific Resort & Convention Center ​ Chula Vista, CA ​ 1,600 ​ 360,000 Walt Disney World Dolphin ​ Orlando, FL ​ 1,514 ​ 349,000 (1) Bolded facilities are owned by the Company. ​ Gaylord Opryland Resort & Convention Center — Nashville, Tennessee.
We have created additional opportunities for employees to be involved in this important work in our communities through our Volunteer Paid Time Off Policy where full-time employees can receive up to 8 hours of paid time off to volunteer outside the organization. ● Pay Equity : We conduct regular compensation studies with a third-party to make our positions competitive for the markets in which we operate and to address such issues as compensation level parity between male and female or minority and non-minority employees. ● Succession Planning and Performance Management : Our employees receive annual performance reviews.
We have created additional opportunities for employees to be involved in this important work in our communities through our Volunteer Paid Time Off Policy where full-time employees can receive up to 8 hours of paid time off to volunteer outside the organization. ● Pay Equity : We conduct regular compensation studies with a third-party to make our positions competitive for the markets in which we operate. ● Succession Planning and Performance Management : Our employees receive annual performance reviews.
Additionally, this management agreement requires us to pay to Marriott an incentive fee of 15% of incentive income (as defined in the management agreement) over a certain threshold. 14 Table of Contents Total Marriott base management fees incurred for our applicable assets during 2024, 2023 and 2022 were $48.0 million, $42.8 million and $35.1 million, respectively.
Additionally, this management agreement requires us to pay to Marriott an incentive fee of 15% of incentive income (as defined in the management agreement) over a certain threshold. Total Marriott base management fees incurred for our applicable assets during 2025, 2024 and 2023 were $52.4 million, $48.0 million and $42.8 million, respectively.
We continually review our programs to ensure they are cost-effective and continue to offer our employees high-quality benefit options that support their physical, emotional and financial health and promote a healthy work-life balance.
We continually review our programs to ensure they are cost-effective and continue to offer our employees high-quality benefit options that support their physical, emotional and financial health and promote a healthy work-life balance. Offerings include health and welfare plans for full-time employees.
These three business segments — Hospitality, Entertainment, and Corporate and Other — represented approximately 85%, 15% and 0%, respectively, of our total revenues for the fiscal year ended December 31, 2024.
These three business segments — Hospitality, Entertainment, and Corporate and Other — represented approximately 83%, 17% and 0%, respectively, of our total revenues for the fiscal year ended December 31, 2025.
Ryman Auditorium has won numerous awards, including “Theatre of the Year” by Pollstar Concert Industry Awards, “Venue of the Year” by the Country Music Association, and “Venue of the Year – Small Capacity” by the Academy of Country Music, winning each on several occasions. Block 21 .
Ryman Auditorium has won numerous awards, including “Theatre of the Year” by Pollstar Concert Industry Awards, “Venue of the Year” by the Country Music Association, and “Venue of the Year – Small Capacity” by the Academy of Country Music, winning each on several occasions, and was the first venue inducted into the Pollstar Live Hall of Fame. Block 21 .
Reed ​ 77 ​ Executive Chairman of the Board of Directors Mark Fioravanti ​ 63 ​ Director, President and Chief Executive Officer Patrick Chaffin ​ 51 ​ Executive Vice President and Chief Operating Officer – Hotels Scott J.
Reed ​ 78 ​ Executive Chairman of the Board of Directors Mark Fioravanti ​ 64 ​ Director, President and Chief Executive Officer Patrick Chaffin ​ 52 ​ Executive Vice President and Chief Operating Officer – Hotels Scott J.
We also offer our Perspectives series, which is an opportunity for employees to network with and learn from our leaders about their unique perspectives and expertise. ● Employee Engagement : The Company provides regular opportunities for employee engagement, including update meetings where full-time employees can hear directly from senior leadership about business performance and vision for the future.
We also offer opportunities for employees to network with and learn from our leaders about their unique perspectives and expertise. ● Employee Engagement : The Company provides regular opportunities for employee engagement, including update meetings where employees can hear directly from senior leadership about business performance and vision for the future. The meetings also celebrate employees demonstrating our workplace values.
In September 2024, we published our Sustainability Report, which highlights the environmental and social performance of the Company and includes ongoing initiatives and historical performance in alignment with the Global Reporting Initiative Index and the Sustainability Accounting Standards Board Real Estate Infrastructure Segment Standard. This report is available on our website at https://ir.rymanhp.com/sustainability/sustainability-reports.
In October 2025, we published our Sustainability Report, which highlights the environmental and social performance of the Company and includes ongoing initiatives and historical performance in alignment with the Global Reporting Initiative Index and the Sustainability Accounting Standards Board Real Estate Infrastructure Segment Standard. This report is available on our corporate website.
Marriott is responsible for the day-to-day management of our Gaylord Hotels properties, the JW Marriott Hill Country, the Inn at Opryland, and the AC Hotel. We believe that our Gaylord Hotels properties have benefitted and will continue to benefit from Marriott’s expansive sales force and popular frequent traveler program, as well as its ability to manage group business.
We believe that our Gaylord Hotels properties and our JW Marriott properties have benefitted and will continue to benefit from Marriott’s expansive sales force and popular frequent traveler program, as well as its ability to manage group business.
Marriott manages the day-to-day operations of the Inn at Opryland pursuant to a management agreement that requires us to pay Marriott a base management fee of approximately 2% of gross revenues for each fiscal year or portion thereof. This management agreement expires in 2034, with five five-year renewal options, so long as neither party terminates the agreement.
Marriott manages the day-to-day operations of the Inn at Opryland pursuant to a management agreement that requires us to pay Marriott a base management fee of approximately 2% of gross revenues for each fiscal year or portion thereof.
Corporate and Other Segment Our Corporate and Other segment includes operating and general and administrative expenses related to the overall management of the Company which are not allocated to the other reportable segments, including certain costs for our retirement plans, equity-based compensation plans, information technology, human resources, accounting, and other administrative expenses. ​ 9 Table of Contents Corporate History and Structure We were originally incorporated in 1956 and were reorganized in connection with a 1997 corporate restructuring.
Corporate and Other Segment Our Corporate and Other segment includes operating and general and administrative expenses related to the overall management of the Company which are not allocated to the other reportable segments, including certain costs for our retirement plans, equity-based compensation plans, information technology, human resources, accounting, and other administrative expenses.
Financial information by business segment and for each of our Gaylord Hotels properties as of December 31, 2024 and for each of the three years then ended appears in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in “Note 13 – Financial Reporting by Business Segments” to our consolidated financial statements included in this Annual Report on Form 10-K. 5 Table of Contents Our Long-Term Strategic Plan Our goal is to be the nation’s premier hospitality REIT for group-oriented, destination hotel assets in urban and resort markets. ● Existing Hotel Property Design.
Financial information by business segment and for each of our Gaylord Hotels properties as of December 31, 2025 and for each of the three years then ended appears in Item 7, “Management’s Discussion and Analysis of Financial Condition 5 Table of Contents and Results of Operations,” and in “Note 13 – Financial Reporting by Business Segments” to our consolidated financial statements included in this Annual Report on Form 10-K.
These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 99 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 Blake Shelton-themed bar, music venue and event spaces; Category 10, a Luke Combs-themed bar, music venue and event space that opened in November 2024; as of May 31, 2022, Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”); and as of January 3, 2025, a majority equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company.
These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 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, with additional locations expected to open in Las Vegas, Nevada in late 2026 and at Universal Orlando Resort’s CityWalk in late 2027; Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”); as of January 3, 2025, a majority and controlling equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company; in January 2026, OEG began managing the Ascend Amphitheater in downtown Nashville, Tennessee; and we expect OEG to begin managing the CCNB Amphitheatre outside of Greenville, South Carolina in February 2026.
Additionally, this management agreement requires us to pay to Marriott an incentive fee of 20% of the excess of available cash flow (as defined in the management agreement) over a certain threshold. AC Hotel.
This management agreement expires in 2034, with five five-year renewal options, so long 14 Table of Contents as neither party terminates the agreement. Additionally, this management agreement requires us to pay to Marriott an incentive fee of 20% of the excess of available cash flow (as defined in the management agreement) over a certain threshold. AC Hotel.
Our other owned hotel assets managed by Marriott include the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”) (effective June 30, 2023), 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.
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.
We do not have any employees in our direct employment represented by collective bargaining agreements. Our Hotels and Managed Attractions Our hotel operator, Marriott, is responsible for hiring and managing the workforce at our Gaylord Hotels properties, as well as JW Marriott Hill Country, the Inn at Opryland, the AC Hotel, Gaylord Springs, the General Jackson and the W Austin.
Our Hotels and Managed Attractions Our hotel operator, Marriott, is responsible for hiring and managing the workforce at our Gaylord Hotels properties and JW Marriott properties, as well as the Inn at Opryland, the AC Hotel, Gaylord Springs, the General Jackson and the W Austin.
In January 2025, we announced plans for the latest portion of a nearly $225 million multi-phase capital improvement plan at Gaylord Opryland that includes an expansion consisting of approximately 108,000 square feet of premium, carpeted meeting space, which is in addition to the ongoing renovation of multiple ballrooms and pre-function space and a sports bar, event lawn and pavilion currently under construction.
Our ongoing plans for a nearly $225 million multi-phase capital improvement plan at Gaylord Opryland include the expansion of approximately 108,000 square feet of premium, carpeted meeting space; the construction of a sports bar, event lawn and pavilion; and the renovation of multiple ballrooms and pre-function space. ● Leverage Brand Name Awareness.
This 67,000 square foot, three-story venue includes a concert hall available for ticketed events, a honky-tonk, a sports bar, an upscale lounge, the largest rooftop venue in downtown Nashville (which opened in February 2025), and numerous food and beverage options. WSM-AM. WSM-AM commenced broadcasting in 1925.
In November 2024, we opened Category 10 Nashville after renovating and repositioning the Wildhorse Saloon, our country music performance venue in downtown Nashville. This 67,000 square foot, three-story venue includes a concert hall available for ticketed events, a honky-tonk, a sports bar, an upscale lounge, the largest rooftop venue in downtown Nashville, and numerous food and beverage options.
Our owned assets include a network of five upscale, meetings-focused resorts totaling 9,917 rooms that are managed by Marriott under the Gaylord Hotels brand.
Our core holdings include a network of upscale, meetings-focused resorts totaling 11,869 rooms that are managed by Marriott under the Gaylord Hotels and JW Marriott brands.
Environmental, Social and Governance (“ESG”) We have made ESG a priority throughout our organization and the communities in which we operate. As our portfolio evolves over time, sustainability will continue to increase in significance as we adapt and develop existing assets.
To support our employee development strategy, we offer tuition reimbursement for full-time employees. 12 Table of Contents Sustainability We have made sustainability a priority throughout our organization and the communities in which we operate. As our portfolio evolves over time, sustainability will continue to increase in significance as we adapt and develop existing assets.
The property also includes a number of themed restaurants, retail outlets, a full-service spa, five outdoor event spaces and an indoor/outdoor pool complex. Gaylord Rockies is rated as a AAA Four-Diamond Hotel. 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.
The property also includes a number of themed restaurants, retail outlets, a full-service spa, six outdoor event spaces and an indoor/outdoor pool complex. Gaylord Rockies is rated as a AAA Four-Diamond Hotel.
Our dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually, subject to our board of directors’ future determinations as to the amount of any distributions and the timing thereof. ​ 6 Table of Contents Description of our Hotel Portfolio Our Gaylord Hotels properties incorporate meeting, convention and exhibition space with a large hotel property so the attendees never have to leave the location during their meetings.
Our dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually, 6 Table of Contents subject to our board of directors’ future determinations as to the amount of any distributions and the timing thereof.
The hotel has 303 rooms and approximately 14,000 square feet of meeting space. AC Hotel. The AC Hotel is located near Gaylord National. The hotel has 192 rooms and approximately 3,700 square feet of meeting space. Description of our Entertainment Portfolio The Grand Ole Opry.
AC Hotel. The AC Hotel is located near Gaylord National. The hotel has 192 rooms and approximately 3,700 square feet of meeting space. Description of our Entertainment Portfolio The Grand Ole Opry. The Grand Ole Opry, which celebrated its 100 th anniversary in 2025, is one of the most widely known platforms for country music in the world.
JW Marriott Hill Country is rated as a AAA Four-Diamond Hotel and was named a 2024 STELLA Award Bronze Winner for each of best food and beverage, best golf resort and best on-site support staff by Northstar Meetings Group. Inn at Opryland. The Inn at Opryland is located across the street from Gaylord Opryland.
JW Marriott Desert Ridge is rated as a AAA Four-Diamond Hotel and was named a 2025 STELLA Award Bronze Winner for best golf resort by Northstar Meetings Group. 8 Table of Contents Inn at Opryland. The Inn at Opryland is located across the street from Gaylord Opryland. The hotel has 303 rooms and approximately 14,000 square feet of meeting space.
Additionally, part- and full-time employees are also eligible for annual performance-based financial bonuses. In addition, we offer a paid parental leave policy that allows eligible full-time employees who welcome a child four weeks of leave at full pay. We have also expanded our benefits to include adoption assistance and family planning assistance for eligible employees.
To support work/life balance, we offer a paid parental leave policy that allows eligible full-time employees who welcome a child four weeks of leave at full pay, including adoption assistance and family planning assistance for eligible employees.
This concept of a self-contained destination dedicated primarily to the meetings industry has placed our Gaylord Hotels properties among the leading convention hotels in the country. Our Gaylord Hotels properties are routinely recognized by many industry and commercial publications, including being named the 2023 and 2024 STELLA Award Gold Winner for best hotel chain by Northstar Meetings Group.
Our Gaylord Hotels properties are routinely recognized by many industry and commercial publications, including Gaylord Hotels being named the 2023 and 2024 STELLA Award Gold Winner for best hotel chain by Northstar Meetings Group. Marriott is responsible for the day-to-day management of our Gaylord Hotels properties, our JW Marriott properties, the Inn at Opryland, and the AC Hotel.
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.
(“Atairos”) and its strategic partner NBCUniversal Media, LLC, who we believe will continue to help us expand the distribution of our OEG brands. ● 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.
The information included in, referenced to, or otherwise accessible through our website, is not incorporated by reference in, or considered to be part of, this Report on Form 10-K or any document unless expressly incorporated by reference therein. 12 Table of Contents Competition Hospitality Our current hotel properties compete with numerous other hotels throughout the United States and abroad, particularly the approximately 100 convention hotels that, on average, have over 1,000 rooms and a significant amount of meeting and exhibit space.
Competition Hospitality Our current hotel properties compete with numerous other hotels throughout the United States and abroad, particularly the approximately 100 convention hotels that, on average, have over 1,000 rooms and a significant amount of meeting and exhibit space.
The Grand Ole Opry, which will celebrate its 100 th anniversary in 2025, is one of the most widely known platforms for country music in the world. The Opry features a live country music show with performances every Friday and Saturday night, as well as additional weekly performances on a seasonal basis.
The Opry features a live country music show with performances every Friday and Saturday night, as well as additional weekly performances on a seasonal basis. The Grand Ole Opry House, home of the Grand Ole Opry, seats approximately 4,400 and is located in the Opryland complex.
Each 8 Table of Contents week, the Grand Ole Opry is broadcast live to millions of country lifestyle consumers on radio via WSM-AM and Sirius/XM Radio and streamed on the Internet. The show has been broadcast since 1925 on WSM-AM, making it the longest running live radio program in the United States.
The Grand Ole Opry moved to the Opry House in 1974 from its most famous home in the Ryman Auditorium in downtown Nashville. Each week, the Grand Ole Opry is broadcast live to millions of country lifestyle consumers on radio via WSM-AM and Sirius/XM Radio and streamed on the Internet.
Marriott manages the day-to-day operations of the W Austin pursuant to a management agreement that requires us to pay Marriott a base management fee of 3.5% of gross revenues for the first year post-sale, 3.75% of gross revenues for the second year post-sale, and 4.0% of gross revenues thereafter.
Marriott manages the day-to-day operations of the W Austin pursuant to a management agreement that requires us to pay Marriott a base management fee of 4.0% of gross revenues. This management agreement expires in 2030, with two five-year renewal options so long as neither party terminates the agreement.
In 2022, we completed a re-concepting of the food and beverage options at Gaylord National and began a $98 million multi-year interior and exterior enhancement project at Gaylord Rockies to better position the property for our group customers.
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.
Offerings include health and welfare plans for full-time employees, a competitive 401(k) plan with employer match, and employee assistance programs offering counseling services and financial literacy for our entire employee population. We also offer tuition reimbursement for full-time employees, on-site wellness events, flu shot clinics and wellness fairs and complimentary tickets for our venue offerings.
We offer all employees a competitive 401(k) plan with employer match, employee assistance programs offering counseling services and financial literacy, on-site wellness events and many other discounts and perks. Additionally, all employees are also eligible for annual performance-based financial bonuses.
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, OEG has invested in six Ole Red locations, purchased Block 21, opened Category 10 in November 2024, and purchased a majority interest in Southern Entertainment in January 2025.
To this end, we have invested in six Ole Red locations, purchased Block 21, opened our first Category 10 in November 2024, purchased a majority interest in Southern Entertainment in January 2025, began managing the Ascend Amphitheater in January 2026 and expect to begin managing the CCNB Amphitheatre in February 2026.
We have also invested in a mobile app that allows our venue employees easier access to quick updates and the ability to interact with one another in a centralized location. In addition to our current peer-to-peer recognition program that is celebrated quarterly, we offer employee appreciation which includes the Chairman’s Award and Leadership Excellence Award.
In addition to our current peer-to-peer recognition program that is celebrated quarterly, we offer employee appreciation which includes the Chairman’s Award and Leadership Excellence Award. Both awards recognize exemplary performance throughout different levels of the organization.

… 25 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

63 edited+11 added−6 removed213 unchanged
Biggest changeThe more favorable tax rates applicable to regular corporate qualified dividends could cause investors who are taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of our stock. 29 Table of Contents Even as a REIT, changes in federal, state, or local tax law, interpretations of existing tax law or agreements with tax authorities could affect our profitability and financial condition by increasing our tax costs or reduce the market price of our stock by making an investment in us less attractive to certain investors.
Biggest changeThe more favorable tax rates applicable to regular corporate qualified dividends could cause investors who are 30 Table of Contents taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of our stock.
In addition, our hotel properties are subject to various operating risks common to the lodging industry, many of which are beyond our or a manager’s control, including the following: ● competition from other hotel properties and publicly-financed civic convention centers in our markets; ● over-building of hotels in our markets, which could adversely affect occupancy and revenues at our hotel properties; ● dependence on business and commercial travelers, including the market for large group meetings, and tourism; ● increases in energy costs and other expenses affecting travel, which may affect travel patterns and reduce the number of business and commercial travelers and tourists; ● increases in operating costs, including, but not limited to, wages and food and beverage costs, due to inflation and other factors that may not be offset by increased room rates; 26 Table of Contents ● changes in interest rates and in the availability, cost and terms of debt financing; ● changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances; ● adverse effects of international, national, regional and local economic and market conditions; ● the impact of the use of Internet travel intermediaries by consumers; ● unforeseen events beyond our control, such as terrorist attacks, travel-related health concerns including pandemics and epidemics, political instability, regional hostilities, imposition of taxes or surcharges by regulatory authorities, travel-related accidents and unusual weather patterns, including natural disasters, such as hurricanes, earthquakes and tornadoes; ● adverse effects of a downturn in the lodging industry; and ● risks generally associated with the ownership of hotels and real estate.
In addition, our hotel properties are subject to various operating risks common to the lodging industry, many of which are beyond our or a manager’s control, including the following: ● competition from other hotel properties and publicly-financed civic convention centers in our markets; ● over-building of hotels in our markets, which could adversely affect occupancy and revenues at our hotel properties; ● dependence on business and commercial travelers, including the market for large group meetings, and tourism; ● increases in energy costs and other expenses affecting travel, which may affect travel patterns and reduce the number of business and commercial travelers and tourists; ● increases in operating costs, including, but not limited to, wages and food and beverage costs, due to inflation and other factors that may not be offset by increased room rates; ● changes in interest rates and in the availability, cost and terms of debt financing; ● changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances; ● adverse effects of international, national, regional and local economic and market conditions; ● the impact of the use of Internet travel intermediaries by consumers; ● unforeseen events beyond our control, such as terrorist attacks, travel-related health concerns including pandemics and epidemics, political instability, regional hostilities, imposition of taxes or surcharges by regulatory authorities, travel-related accidents and unusual weather patterns, including natural disasters, such as hurricanes, earthquakes and tornadoes; 27 Table of Contents ● adverse effects of a downturn in the lodging industry; and ● risks generally associated with the ownership of hotels and real estate.
Further, rising interest rates may reduce our available cash flow and diminish our ability to reinvest in our assets, which may harm our business. 36 Table of Contents Other factors that could affect the market price of our common stock include the following: ● actual or anticipated variations in our quarterly results of operations; ● changes in market valuations of companies in the hotel or real estate industries; ● changes in expectations of future financial performance or changes in estimates of security analysts; ● fluctuations in stock market prices and volumes; ● issuances of common stock or other securities in the future; ● disputes with our hotel managers; ● the addition or departure of key personnel; ● announcements by us or our competitors of acquisitions, investments or strategic alliances; and ● unforeseen events beyond our control, such as terrorist attacks, travel related health concerns including pandemics and epidemics, political instability, regional hostilities, increases in fuel prices, imposition of taxes or surcharges by regulatory authorities, travel related accidents and unusual weather patterns, including natural disasters, such as hurricanes, earthquakes and tornadoes.
Further, rising interest rates may reduce our available cash flow and diminish our ability to reinvest in our assets, which may harm our business. 37 Table of Contents Other factors that could affect the market price of our common stock include the following: ● actual or anticipated variations in our quarterly results of operations; ● changes in market valuations of companies in the hotel or real estate industries; ● changes in expectations of future financial performance or changes in estimates of security analysts; ● fluctuations in stock market prices and volumes; ● issuances of common stock or other securities in the future; ● disputes with our hotel managers; ● the addition or departure of key personnel; ● announcements by us or our competitors of acquisitions, investments or strategic alliances; and ● unforeseen events beyond our control, such as terrorist attacks, travel related health concerns including pandemics and epidemics, political instability, regional hostilities, increases in fuel prices, imposition of taxes or surcharges by regulatory authorities, travel related accidents and unusual weather patterns, including natural disasters, such as hurricanes, earthquakes and tornadoes.
If we fail to comply with certain REIT asset ownership tests at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidate otherwise attractive assets.
If we fail to comply with certain REIT asset tests at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidate otherwise attractive assets.
These provisions: ● impose restrictions on transfer and ownership of our common stock that are designed to assist us in maintaining our status as a REIT; ● authorize us to issue “blank check” preferred stock, which is preferred stock that can be created and issued by our board of directors, without stockholder approval, with rights senior to those of common stock; ● establish advance notice requirements for submitting nominations for election to our board of directors and for proposing matters that can be acted upon by stockholders at meetings; 35 Table of Contents ● provide that special meetings of stockholders may be called only by our chairman or by a majority of the members of our board of directors; ● prohibit stockholder actions taken on written consent; and ● impose restrictions on ownership of common stock by certain persons (including non-United States persons) due to our ownership of a radio station.
These provisions: ● impose restrictions on transfer and ownership of our common stock that are designed to assist us in maintaining our status as a REIT; ● authorize us to issue “blank check” preferred stock, which is preferred stock that can be created and issued by our board of directors, without stockholder approval, with rights senior to those of common stock; ● establish advance notice requirements for submitting nominations for election to our board of directors and for proposing matters that can be acted upon by stockholders at meetings; 36 Table of Contents ● provide that special meetings of stockholders may be called only by our chairman or by a majority of the members of our board of directors; ● prohibit stockholder actions taken on written consent; and ● impose restrictions on ownership of common stock by certain persons (including non-United States persons) due to our ownership of a radio station.
The hotel business is capital-intensive, and our inability to obtain financing or successfully complete acquisitions or capital improvements, or the disruption associated with them, could limit our growth or impact our performance. Acquisitions of hotels will require significant capital expenditures, and hotels that we acquire may need renovations and capital improvements at the time of acquisition.
The hotel business is capital-intensive, and our inability to obtain financing or successfully complete acquisitions or capital improvements, or mitigate the disruption associated with them, could limit our growth or impact our performance. Acquisitions of hotels will require significant capital expenditures, and hotels that we acquire may need renovations and capital improvements at the time of acquisition.
Decreases in revenues or increases in operating expenses could adversely affect our TRS lessees’ ability to make lease payments due under the leases, including, but not limited to, increases in wage and benefit costs, repair and maintenance expenses, property taxes, insurance costs, and other operating expenses.
Decreases in revenues or increases in operating expenses could adversely affect our TRS lessees’ ability to make lease payments due under the leases, including, but not limited to, increases in wage and benefit costs, repair and maintenance expenses, property taxes, insurance costs, supply costs and other operating expenses.
Some types of losses, such as from flood, earthquake, hurricane, tornado, terrorism and environmental hazards, may be either uninsurable, subject to sublimit, or too expensive to justify fully insuring against.
Some types of losses, such as from flood, earthquake, hurricane, tornado, wildfire, terrorism and environmental hazards, may be either uninsurable, subject to sublimit, or too expensive to justify fully insuring against.
A default would permit lenders to accelerate the maturity for the debt under these agreements and to foreclose upon any collateral securing the debt, including, in the case of our existing credit facility, 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; in the case of the OEG term loan, the OEG assets; and in the case of the Block 21 loan, Block 21 assets.
A default would permit lenders to accelerate the maturity for the debt under these agreements and to foreclose upon any collateral securing the debt, including, in the case of our existing credit facility, 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; and in the case of the OEG term loan, the OEG assets.
The real estate market is affected by many factors that are beyond our control, including: ● adverse changes in international, national, regional and local economic and market conditions; ● changes in interest rates and in the availability, cost and terms of debt financing; 25 Table of Contents ● changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances; ● the ongoing need for capital improvements, particularly in older structures; ● changes in operating expenses; and ● civil unrest, acts of God, including earthquakes, tornadoes, floods and other natural disasters, which may result in uninsured losses, and acts of war or terrorism, including the consequences of the terrorist acts.
The real estate market is affected by many factors that are beyond our control, including: ● adverse changes in international, national, regional and local economic and market conditions; ● changes in interest rates and in the availability, cost and terms of debt financing; ● changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances; ● the ongoing need for capital improvements, particularly in older structures; ● changes in operating expenses; and ● civil unrest, acts of God, including earthquakes, tornadoes, floods and other natural disasters, which may result in uninsured losses, and acts of war or terrorism, including the consequences of the terrorist acts.
These factors include: ● the desirability and perceived attractiveness of the Nashville, Tennessee; Orlando, Florida; Dallas, Texas; San Antonio, Texas; Washington D.C. and Denver, Colorado areas as tourist and convention destinations; ● adverse changes in the national economy, its effects on us and our customers and in the levels of tourism and convention business that affect our current hotel properties; ● Marriott’s ability to attract group convention business; ● Marriott’s ability to contract for and collect attrition and cancellation fees from groups that do not fulfill minimum stay or spending requirements; ● the opening of other new hotels could impact the group convention business at our current hotel properties, including the Spring 2025 opening of Gaylord Pacific, which we do not own; ● the highly competitive nature of the hotel, tourism and convention business in which our hotel properties operate, including the fact that we compete for convention business with publicly-financed civic convention centers; 19 Table of Contents ● the susceptibility of group convention business to reduced levels of demand during the year-end holiday periods, which Marriott may not be able to offset by attracting sufficient general tourism guests; ● the level of governmental group business, which has decreased at times in the past due to uncertainty surrounding the U.S. government budget; ● the financial condition of the airline and other transportation-related industries and the resulting impact on travel; and ● increases in our operating costs due to labor costs associated with labor shortages, wage increases, any increases in the federal, or any state or local, minimum wage rate, workers’ compensation, healthcare-related costs, and organized labor activities, the last of which, in addition to increasing labor costs, could cause a diversion of business from our hotels involved in labor negotiations and loss of group business.
These factors include: ● the desirability and perceived attractiveness of the Nashville, Tennessee; Orlando, Florida; Dallas, Texas; San Antonio, Texas; Washington D.C.; Denver, Colorado; and Phoenix, Arizona areas as tourist and convention destinations; ● adverse changes in the national economy, its effects on us and our customers and in the levels of tourism and convention business that affect our current hotel properties; ● Marriott’s ability to attract group convention business; ● Marriott’s ability to contract for and collect attrition and cancellation fees from groups that do not fulfill minimum stay or spending requirements; ● the opening of other new hotels could impact the group convention business at our current hotel properties, including the May 2025 opening of Gaylord Pacific, which we do not own; ● the highly competitive nature of the hotel, tourism and convention business in which our hotel properties operate, including the fact that we compete for convention business with publicly-financed civic convention centers; ● the susceptibility of group convention business to reduced levels of demand during the year-end holiday periods, which Marriott may not be able to offset by attracting sufficient general tourism guests; ● the level of governmental group business, which has decreased at times in the past due to uncertainty surrounding the U.S. government budget; ● the financial condition of the airline and other transportation-related industries and the resulting impact on travel; and ● increases in our operating costs, including supply and labor costs associated with labor shortages, wage increases, any increases in the federal, or any state or local, minimum wage rate, workers’ compensation, healthcare-related costs, and organized labor activities, the last of which, in addition to increasing labor costs, could cause a diversion of business from our hotels involved in labor negotiations and loss of group business.
In addition, capital improvements may give rise to the following risks: ● possible environmental problems; ● construction cost overruns and delays, including those associated with the availability of material and labor; ● the possibility that revenues will be reduced while rooms, restaurants or other facilities are out of service due to capital improvement projects; ● a possible shortage of available cash to fund capital improvements and the related possibility that financing for these capital improvements may not be available to us on attractive terms; and ● uncertainties as to market demand or a loss of market demand after capital improvements have begun.
In addition, capital improvements may give rise to the following risks: ● possible environmental problems; ● construction cost overruns and delays, including those associated with the availability of material and labor; 21 Table of Contents ● the possibility that revenues will be reduced while rooms, restaurants or other facilities are out of service due to capital improvement projects; ● a possible shortage of available cash to fund capital improvements and the related possibility that financing for these capital improvements may not be available to us on attractive terms; and ● uncertainties as to market demand or a loss of market demand after capital improvements have begun.
Any one of these options could have a material adverse effect on our business, financial condition, results of operations and our ability to make distributions to our stockholders. 33 Table of Contents To service our debt and pay other obligations, we will require a significant amount of cash, which may not be available to us.
Any one of these options could have a material adverse effect on our business, financial condition, results of operations and our ability to make distributions to our stockholders. 34 Table of Contents To service our debt and pay other obligations, we will require a significant amount of cash, which may not be available to us.
Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and maintain applicable financial tests and ratios. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross- 34 Table of Contents default provisions.
Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and maintain applicable financial tests and ratios. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross- 35 Table of Contents default provisions.
Although we or our manager carry cyber/privacy liability insurance that is designed to protect us against certain losses related to cyber risks, that insurance coverage may not be sufficient to cover all losses or all types of claims that may arise in connection with cyber attacks, security compromises, and other related incidents.
Although we or our manager carry cyber/privacy liability insurance that is designed to protect us against certain losses related to cyber risks, that insurance coverage may not be sufficient to cover all losses or all types of claims that may arise in connection with cybersecurity incidents, security compromises, and other related incidents.
Although this deduction reduces the effective U.S. federal income tax rate applicable to certain dividends paid by REITs (generally 29.6% based on the current maximum U.S. federal income tax rate for individuals of 37%), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income.
Although this deduction reduces the effective U.S. federal income tax rate applicable to certain dividends paid by REITs (which is generally 29.6% based on the current maximum U.S. federal income tax rate for individuals of 37%), this effective tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income.
Marriott manages the day-to-day operations of our Gaylord Hotels properties and JW Marriott Hill Country, as well as the Inn at Opryland, the AC Hotel, Gaylord Springs, the W Austin and the General Jackson. We will identify third-party hotel managers to operate and manage any hotels that we acquire in the future.
Marriott manages the day-to-day operations of our Gaylord Hotels properties and JW Marriott properties, as well as the Inn at Opryland, the AC Hotel, Gaylord Springs, the W Austin and the General Jackson. We will identify third-party hotel managers to operate and manage any hotels that we acquire in the future.
If market recognition or the positive perception of Marriott is reduced or compromised, the goodwill associated with the Gaylord Hotels and JW Marriott hotel in our portfolio may be adversely affected, which could materially reduce our revenues and net income, which could in turn reduce the amount of distributions to our stockholders.
If market recognition or the positive perception of Marriott is reduced or compromised, the goodwill associated with the Gaylord Hotels properties and JW Marriott properties in our portfolio may be adversely affected, which could materially reduce our revenues and net income, which could in turn reduce the amount of distributions to our stockholders.
Similarly, outbreaks of pandemic disease, wars or armed conflicts (including the potential for war or armed conflicts), terrorist activity (including threats of terrorist activity), political unrest and other forms of civil strife as well as geopolitical uncertainty, may cause our future results to differ materially from anticipated results.
Similarly, outbreaks of pandemic disease, wars or armed conflicts (including the potential for war or armed conflicts), terrorist activity (including threats of terrorist activity), political unrest and other forms of civil strife as well as geopolitical uncertainty, including increased tariffs, may cause our future results to differ materially from anticipated results.
Any of these could negatively affect our financial condition, results of operations and our ability to service debt and make distributions to our stockholders. Inflation may adversely affect our financial condition and results from operations. Inflation, which has risen to levels not experienced in recent decades, has caused, and could continue to cause, broad price increases.
Any of these could negatively affect our financial condition, results of operations and our ability to service debt and make distributions to our stockholders. Inflation may adversely affect our financial condition and results from operations. Inflation, which rose to levels not experienced in recent decades, has caused, and could continue to cause, broad price increases.
Our board of directors has approved an 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.
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.
If we are required to make substantial modifications to our hotel properties, whether to comply with the ADA or other changes in governmental rules and regulations, our financial condition, results of operations, the market price of our common stock and amount of cash available for debt service or distributions to our stockholders could be adversely affected.
If we are required to make substantial modifications to our hotel properties, whether to comply with the ADA or other changes in governmental rules and regulations, our financial 24 Table of Contents condition, results of operations, the market price of our common stock and amount of cash available for debt service or distributions to our stockholders could be adversely affected.
Any failure by our third-party hotel managers to provide quality services and amenities or to maintain and protect a quality brand name and reputation could 17 Table of Contents have a negative impact on their ability to operate and manage our hotel properties successfully and could negatively impact our financial condition, results of operations and our ability to service debt and make distributions to our stockholders.
Any failure by our third-party hotel managers to provide quality services and amenities or to maintain and protect a quality brand name and reputation could have a negative impact on their ability to operate and manage our hotel properties successfully and could negatively impact our financial condition, results of operations and our ability to service debt and make distributions to our stockholders.
The ultimate value of any debt investments, joint ventures or minority investments will be dependent upon the efforts of others over an extended period of time. The nature of our interests and the absence of a readily available market for 32 Table of Contents those interests restrict our ability to dispose of them.
The ultimate value of any debt investments, joint ventures or minority investments will be dependent upon the efforts of others over an extended period of time. The nature of our interests and the absence of a readily available market for those interests restrict our ability to dispose of them.
Such restrictions on 18 Table of Contents our ability to sell or lease our hotel properties could negatively affect the marketability of our hotel properties and restrict our ability to refinance our existing debt secured by our hotel properties. Marriott and any future third-party hotel manager may own or operate hotels that compete with our hotel properties.
Such restrictions on our ability to sell or lease our hotel properties could negatively affect the marketability of our hotel properties and restrict our ability to refinance our existing debt secured by our hotel properties. Marriott and any future third-party hotel manager may own or operate hotels that compete with our hotel properties.
Furthermore, labor agreements may limit the ability of our third-party hotel managers to reduce the size of hotel workforces during an economic downturn 24 Table of Contents because collective bargaining agreements are negotiated between the third-party hotel managers and labor unions. We do not have the ability to control the outcome of these negotiations.
Furthermore, labor agreements may limit the ability of our third-party hotel managers to reduce the size of hotel workforces during an economic downturn because collective bargaining agreements are negotiated between the third-party hotel managers and labor unions. We do not have the ability to control the outcome of these negotiations.
As an owner of hotel properties and operator of leisure businesses, we are subject to risks relating to acts of God, outbreaks of pandemic disease, terrorist activity and war.
As an owner of hotel properties and operator of leisure businesses, we are subject to risks relating to acts of God, outbreaks of pandemic disease, terrorist activity, geopolitical uncertainty and war.
Our businesses require collection of large volumes of internal and customer data, including credit card numbers and other 21 Table of Contents personally identifiable information of our customers in various information systems and those of our service providers. The integrity and protection of customer, employee, and company data is critical to us.
Our businesses require collection of large volumes of internal and customer data, including credit card numbers and other personally identifiable information of our customers in various information systems and those of our service providers. The integrity and protection of customer, employee, and company data is critical to us.
Any of the foregoing types of investments may not be liquid and we may have little or no rights, or ability, to exercise the direction or control of the respective enterprises. In connection with these investments, we may have obligations under certain guarantees related to such investments.
Any of the foregoing types of investments may not be liquid 33 Table of Contents and we may have little or no rights, or ability, to exercise the direction or control of the respective enterprises. In connection with these investments, we may have obligations under certain guarantees related to such investments.
Further, as a REIT, we are subject to a 100% excise tax on net income derived from prohibited transactions, including the sale of property (other than foreclosure property) held primarily for sale to customers in the ordinary course.
Further, as a REIT, we are subject to a 100% excise tax on net income 26 Table of Contents derived from prohibited transactions, including the sale of property (other than foreclosure property) held primarily for sale to customers in the ordinary course.
To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders, and 30 Table of Contents the ownership of our common stock.
To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders, and the ownership of our common stock.
Labor shortages have resulted in and could continue to result in higher wages and initial hiring costs, increasing our labor costs and those of our third-party hotel managers, which could reduce our profits and ultimately impair our ability to make distributions to our stockholders.
Labor shortages have resulted in and could continue to result in higher wages and initial hiring costs, increasing our labor costs and those of our third-party hotel managers, which could 25 Table of Contents reduce our profits and ultimately impair our ability to make distributions to our stockholders.
Any theft, loss, loss of access to, or fraudulent use of guest, associate, owner, licensee, 22 Table of Contents or company data could adversely impact our reputation or the reputation of our hotel manager and could result in remedial and other expenses, fines, or litigation.
Any theft, loss, loss of access to, or fraudulent use of guest, associate, owner, licensee, or company data could adversely impact our reputation or the reputation of our hotel manager and could result in remedial and other expenses, fines, or litigation.
In particular, if the accumulation of cash in our TRSs causes the fair market value of our securities in our TRSs and certain other non-qualifying assets to exceed 25% of the fair market value of our assets, we would fail to qualify as a REIT.
In particular, if the accumulation of cash in our TRSs causes the fair market value of our securities in our TRSs and certain other non-qualifying assets to exceed twenty-five percent (25%) of the fair market value of our assets, we would fail to qualify as a REIT.
The rapid evolution and increased adoption of artificial intelligence technologies, by us and our third-party service providers, may also heighten our cybersecurity risks by making cyber attacks more difficult to detect, contain and mitigate.
The rapid evolution and increased adoption of artificial intelligence technologies, by us and our third-party service providers, may also heighten our cybersecurity risks by making cybersecurity incidents more difficult to detect, contain and mitigate.
Furthermore, in the future such insurance may not be available on commercially reasonable terms, or at all. Our real estate assets are subject to numerous risks. Because we own hotels and attractions properties, we are subject to the risks that generally relate to investments in real property.
Furthermore, in the future such insurance may not be available on commercially reasonable terms, or at all. 23 Table of Contents Our real estate assets are subject to numerous risks. Because we own hotels and attractions properties, we are subject to the risks that generally relate to investments in real property.
We currently have a significant amount of debt. At December 31, 2024, we had approximately $3.4 billion of total debt. We may incur additional debt in connection with acquisitions of properties or businesses, development, investment in new projects, renovations, or capital improvement. Our substantial amount of debt could have important consequences.
We currently have a significant amount of debt. At December 31, 2025, we had approximately $4.0 billion of total debt. We may incur additional debt in connection with acquisitions of properties or businesses, development, investment in new projects, renovations, or capital improvement. Our substantial amount of debt could have important consequences.
We and our hotel managers have experienced challenges hiring qualified personnel due to various factors, such as increasing wage expectations and competition for labor from other industries, including and continuing after the COVID-19 pandemic and in the current inflationary environment, and these circumstances could continue or worsen in the future to an extent and for durations that we are not able to predict.
We and our hotel managers have experienced challenges hiring qualified personnel due to various factors, such as increasing wage expectations and competition for labor from other industries, including the current inflationary environment, and these circumstances could continue or worsen in the future to an extent and for durations that we are not able to predict.
Like most large multinational corporations, our hotel manager and its service providers have experienced cyber attacks, and attempts to disrupt access to their systems and data or those of properties our hotel manager manages and the frequency and sophistication of such efforts could continue to increase.
Like most large multinational corporations, our hotel manager and its service providers have experienced cybersecurity incidents, and attempts to disrupt access to their systems and data or those of properties our hotel manager manages and the frequency and sophistication of such efforts could continue to increase.
In addition, we could in certain circumstances be required to pay an excise or penalty tax, which could be 28 Table of Contents significant in amount, to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT.
In addition, we could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT.
These actions may reduce our income and amounts available for distribution to our stockholders. Complying with REIT requirements may limit our flexibility or cause us to forego otherwise attractive opportunities.
These actions may reduce our income and amounts available for distribution to our stockholders. 31 Table of Contents Complying with REIT requirements may limit our flexibility or cause us to forego otherwise attractive opportunities.
All of our hotel properties will require periodic capital expenditures and renovation to remain competitive. We may also undertake hotel expansions or new features at our existing hotel 20 Table of Contents properties that involve significant capital expenditures, such as our recently announced Gaylord Opryland expansion.
All of our hotel properties will require periodic capital expenditures and renovation to remain competitive. We may also undertake hotel expansions or new features at our existing hotel properties that involve significant capital expenditures, such as our ongoing Gaylord Opryland expansion.
Accordingly, there can be no assurance that these ownership limits will not be exceeded. 31 Table of Contents In addition, for a third-party hotel manager to qualify as an “eligible independent contractor,” such company or a related person must be actively engaged in the trade or business of operating “qualified lodging facilities” (as defined below) for one or more persons not related to the REIT or its TRSs at each time that such company enters into a hotel management contract with a TRS lessee.
In addition, for a third-party hotel manager to qualify as an “eligible independent contractor,” such company or a related person must be actively engaged in the trade or business of operating “qualified lodging facilities” (as defined below) for one or more persons not related to the REIT or its TRSs at each time that such company enters into a hotel management contract with a TRS lessee.
Existing governmental laws and regulations may be revised or new laws and regulations relating to climate change, air quality or other environmental and health concerns may be adopted or become applicable to us, which could affect the operations of our hotels and/or result in significant additional expense and operating restrictions.
Existing governmental laws and regulations may be revised or new laws and regulations relating to climate change (including, but not limited to, required reduction of carbon emissions or energy usage), air quality or other environmental and health concerns may be adopted or become applicable to us, which could affect the operations of our hotels and/or result in significant additional expense and operating restrictions.
Additionally, because we rely on third-party managers to operate our hotel 23 Table of Contents properties and certain attractions, we have limited control over ensuring compliance at those locations with applicable environmental laws or regulations or approving certain remediation action taken by the manager to resolve such issues.
Additionally, because we rely on third-party managers to operate our hotel properties and certain attractions, we have limited control over ensuring compliance at those locations with applicable environmental laws or regulations or approving certain remediation action taken by the manager to resolve such issues. Compliance with the Americans with Disabilities Act could require us to incur substantial costs.
The ownership attribution rules that apply for purposes of these 35% thresholds are complex, and monitoring actual and constructive ownership of our shares by the third-party hotel manager and their owners may not be practical.
The ownership attribution rules that apply for purposes 32 Table of Contents of these 35% thresholds are complex, and monitoring actual and constructive ownership of our shares by the third-party hotel manager and their owners may not be practical. Accordingly, there can be no assurance that these ownership limits will not be exceeded.
A breach in the security of our information systems or those of our service providers, or the unauthorized use of such data by us or our third-party providers, could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits.
A breach in the security of our information systems or those of our service providers, or the unauthorized use of such data by us or our third-party providers, could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. 22 Table of Contents Changes in privacy and data security laws could increase our operating costs and increase our exposure to fines and litigation.
Under the Code, no more than 20% of the value of the assets of a REIT may be represented by securities of one or more TRSs, and no more than 5% of the value of the assets of a REIT may be represented by other non-qualifying assets.
Under the Code, beginning in 2026, no more than twenty-five percent (25%) of the value of the assets of a REIT may be represented by securities of one or more TRSs and other non-qualifying assets.
These factors could reduce the revenues and net operating profits of our TRS lessees, which in turn could adversely affect our financial condition, results of operations, the market price of our common stock and our ability to service debt and make distributions to our stockholders.
These factors could reduce the revenues and net operating profits of our TRS lessees, which in turn could adversely affect our financial condition, results of operations, the market price of our common stock and our ability to service debt and make distributions to our stockholders. 20 Table of Contents The geographic concentration of our current hotel properties subjects us to a greater degree of risk to certain factors.
Additionally, in the event we need to replace any of our third-party hotel managers, we may experience significant business disruptions at the affected hotel properties, and may be liable, under certain circumstances, for significant damages and/or be required to make certain payments to our third-party managers.
Additionally, in the event we need to replace any of our third-party hotel managers, we may experience significant business disruptions at the affected hotel properties, and may be liable, under certain circumstances, for significant damages and/or be required to make certain payments to our third-party managers. 18 Table of Contents The operation and management of our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, is concentrated in Marriott.
We and our third-party service providers, including our third-party hotel manager, have increasingly relied on cloud-based services and on remote access to information systems in recent years, which has increased our exposure to potential cybersecurity incidents.
We and our third-party service providers, including our third-party hotel manager, rely on cloud-based services and on remote access to information systems, which further increases our exposure to potential cybersecurity incidents.
For example, Marriott and its affiliates own, have invested in, operate, and have provided credit support or operating guarantees to hotels that compete or will compete with our current hotel properties, including the Marriott Orlando World Center, which competes with Gaylord Palms, the Washington Marriott Marquis, which competes with Gaylord National, and the Gaylord Pacific Resort & Convention Center (“Gaylord Pacific”), which we do not own, but is scheduled to open in Spring 2025.
For example, Marriott and its affiliates own, have invested in, operate, and have provided credit support or operating guarantees to hotels that compete or will compete with our current hotel properties, including the Marriott Orlando World Center, which competes with Gaylord Palms, the Washington D.C.
Therefore, a downturn in the lodging industry, in general, and the group-oriented meetings sector, in particular, would have a material adverse effect on our financial condition, results of operations, the market price of our common stock and our ability to service debt and make distributions to our stockholders.
Our primary business is hotel-related, and our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, are concentrated in the group-oriented meetings sector of the hospitality industry. 19 Table of Contents Therefore, a downturn in the lodging industry, in general, and the group-oriented meetings sector, in particular, would have a material adverse effect on our financial condition, results of operations, the market price of our common stock and our ability to service debt and make distributions to our stockholders.
Under the Tax Cuts and Jobs Act of 2017 (the “TCJA”), however, a non-corporate taxpayer may deduct 20% of the ordinary dividends (e.g. dividends that are not “capital gain dividends” or “qualified dividend income”) received from a REIT for taxable years beginning before January 1, 2026.
A non-corporate taxpayer, however, may deduct 20% of the ordinary dividends (e.g. dividends that are not “capital gain dividends” or “qualified dividend income”) received from a REIT.
As a result, our operational risk is concentrated in one third-party hotel manager, which makes us more vulnerable economically to any weakness of Marriott than if we entered into hotel management agreements with several third-party hotel managers. We cannot assure you that Marriott will satisfy its obligations to us or successfully operate and manage our current hotel properties.
Our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, are operated and managed by Marriott. As a result, our operational risk is concentrated in one third-party hotel manager, which makes us more vulnerable economically to any weakness of Marriott than if we entered into hotel management agreements with several third-party hotel managers.
Compliance with the Americans with Disabilities Act could require us to incur substantial costs. Under the Americans with Disabilities Act of 1990, as amended (the “ADA”), all public accommodations must meet various federal requirements related to access and use by disabled persons.
Under the Americans with Disabilities Act of 1990, as amended (the “ADA”), all public accommodations must meet various federal requirements related to access and use by disabled persons. Compliance with the ADA’s requirements could require removal of access barriers, and non-compliance could result in the U.S. government imposing fines or in private litigants winning damages.
The OEG term loan and OEG revolver are secured by substantially all of the assets of OEG Finance, other than Block 21 and Southern Entertainment. The Block 21 loan is secured by all of the assets of Block 21.
The OEG term loan and OEG revolver are secured by substantially all of the assets of OEG Finance and each of its subsidiaries.
Various U.S. federal and state laws, payment card industry security standards, and other information privacy and security standards are all applicable to us. Many states have passed laws regulating how businesses collect and use consumer personal data, and other states are considering enacting similar laws. Significant legislative, judicial or regulatory changes have been and could be issued in the future.
Many states have passed laws regulating how businesses collect and use consumer personal data, and other states are considering enacting similar laws. Significant legislative, judicial or regulatory changes have been and could be issued in the future. These legal requirements are rapidly changing and are not consistent across jurisdictions.
Even though we are conducting our business as a REIT, certain of our business activities will be subject to corporate level income tax, which will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.
In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders for a calendar year is less than a minimum amount specified under the Code. 29 Table of Contents Even though we are conducting our business as a REIT, certain of our business activities will be subject to corporate level income tax, which will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.
Additionally, because we rely on third-party managers to operate our hotel properties and certain attractions, we have limited control over defending lawsuits of this type or other claims. 27 Table of Contents Risks Relating to Our Status as a REIT If we fail to remain qualified as a REIT, we would be subject to tax at corporate income tax rates and would not be able to deduct distributions to stockholders when computing our taxable income.
Risks Relating to Our Status as a REIT If we fail to remain qualified as a REIT, we would be subject to tax at corporate income tax rates and would not be able to deduct distributions to stockholders when computing our taxable income.
Our concentration in the hospitality industry, and in particular the group-oriented meetings sector of the hospitality industry, exposes us to certain risks outside of our and Marriott’s control. Our primary business is hotel-related, and our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, are concentrated in the group-oriented meetings sector of the hospitality industry.
In addition, such third-party hotel managers’ operation of other hotels may divert attention away from the operation and management of our hotel properties. Our concentration in the hospitality industry, and in particular the group-oriented meetings sector of the hospitality industry, exposes us to certain risks outside of our and Marriott’s control.
Changes in privacy and data security laws could increase our operating costs and increase our exposure to fines and litigation. We are subject to numerous, complex, and frequently changing laws, regulations, and contractual obligations designed to protect personal information.
We are subject to numerous, complex, and frequently changing laws, regulations, and contractual obligations designed to protect personal information. Various U.S. federal and state laws, PCI security standards, and other information privacy and security standards are all applicable to us.
As a result, our third-party hotel managers may make decisions regarding competing hotel properties that are not or would not be in our best interest. In addition, such third-party hotel managers’ operation of other hotels may divert attention away from the operation and management of our hotel properties.
Marriott Marquis, which competes with Gaylord National, and the Gaylord Pacific Resort & Convention Center (“Gaylord Pacific”), which opened in May 2025, but is not owned by us. As a result, our third-party hotel managers may make decisions regarding competing hotel properties that are not or would not be in our best interest.
Removed
The operation and management of our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, is concentrated in Marriott. Our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, are operated and managed by Marriott.
Added
We cannot assure you that Marriott will satisfy its obligations to us or successfully operate and manage our current hotel properties.
Removed
The geographic concentration of our current hotel properties subjects us to a greater degree of risk to certain factors.
Added
Violations of these new laws may subject us to civil monetary penalties.
Removed
These legal requirements are rapidly changing and are not consistent across jurisdictions. Violations of these new laws may subject us to civil monetary penalties, and the CCPA, as amended by the California Privacy Rights Act, provides for a private cause of action for data breaches.
Added
Our financial and operating results may suffer if we are unsuccessful in integrating JW Marriott Desert Ridge with our existing assets, and integrating JW Marriott Desert Ridge may be more difficult, costly or time-consuming than expected.
Removed
Compliance with the ADA’s requirements could require removal of access barriers, and non-compliance could result in the U.S. government imposing fines or in private litigants winning damages.
Added
If we are unable to successfully integrate JW Marriott Desert Ridge with our other assets in an efficient and effective manner, the anticipated benefits of the JW Marriott Desert Ridge transaction may not be fully realized, or at all, or may take longer to realize than expected and may not meet estimated growth projections or expectations.
Removed
In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders for a calendar year is less than a minimum amount specified under the Code.
Added
Further, we may not achieve the projected efficiencies and synergies once we have fully integrated JW Marriott Desert Ridge into our operations, which may lead to additional costs not anticipated at the time of the JW Marriott Desert Ridge transaction.
Removed
Moreover, there can be no assurance that Congress will extend the availability of the 20% deduction described above to subsequent tax years, and if Congress does not act, the difference in effective tax rates applicable to ordinary dividends paid by REITs and the tax rates applicable to qualified dividend income will become even greater for tax years beginning on or after January 1, 2026.
Added
An inability to realize the full extent of the anticipated benefits of the JW Marriott Desert Ridge transaction or any delays encountered in the integration process could have an adverse effect on our results of operations, cash flows and financial position.
Added
The ongoing integration of JW Marriott Desert Ridge with our other assets requires the dedication of significant management resources, which may distract management’s attention from day-to-day operations.
Added
Phoenix, Arizona is a new market for us, and our relative unfamiliarity with the market may result in our having to devote additional time and expense to gain familiarity with the market and effectively manage this asset.
Added
Many of these factors will be outside of our control and any one of them could result in delays, increased costs, decreases in revenue and diversion of management’s time and energy from ongoing business concerns, which could materially affect our results of operations, cash flows and financial position.
Added
Additionally, because we rely on third-party 28 Table of Contents managers to operate our hotel properties and certain attractions, we have limited control over defending lawsuits of this type or other claims.
Added
Even as a REIT, changes in federal, state, or local tax law, interpretations of existing tax law or agreements with tax authorities could affect our profitability and financial condition by increasing our tax costs or reduce the market price of our stock by making an investment in us less attractive to certain investors.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−0 removed24 unchanged
Biggest changeOur board of directors has general oversight responsibility for our enterprise risk management function, which includes specific areas of focus including competitive, economic, operational, financial (accounting, credit, liquidity and tax), legal, compliance, information technology security programs (including cybersecurity), ESG/corporate social responsibility, political and reputational risks.
Biggest changeOur board of directors has general oversight responsibility for our enterprise risk management function, which includes specific areas of focus including competitive, economic, operational, financial (accounting, credit, liquidity and tax), legal, compliance, information technology security programs (including cybersecurity), sustainability/corporate responsibility, political and reputational risks.
For 38 Table of Contents more information about the cybersecurity risks we face, see the risk factor entitled “Cybersecurity incidents, including the failure to protect the integrity or availability of IT systems or the security of confidential information, or the introduction of malware or ransomware, could harm our business.” in Item 1A.
For 39 Table of Contents more information about the cybersecurity risks we face, see the risk factor entitled “Cybersecurity incidents, including the failure to protect the integrity or availability of IT systems or the security of confidential information, or the introduction of malware or ransomware, could harm our business.” in Item 1A.
Our CIO and our Vice President of IT (“VP of IT”) are primarily responsible for our overall information security, strategy, policy, security engineering, operations and cybersecurity threat detection and the management of cybersecurity 37 Table of Contents risks.
Our CIO and our Vice President of IT (“VP of IT”) are primarily responsible for our overall information security, strategy, policy, security engineering, operations and cybersecurity threat detection and the management of cybersecurity 38 Table of Contents risks.
In addition, we engage third-party consultants to perform annual red team exercises and external penetration tests.
In addition, we engage third-party consultants to perform periodic red team exercises and external penetration tests.

Item 2. Properties

Properties — owned and leased real estate

3 edited+1 added−0 removed8 unchanged
Biggest changeProperties Hospitality Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Meeting, Exhibit and ​ ​ ​ ​ ​ ​ Pre-Function Space Hotel ​ Location ​ Rooms ​ (sq. ft.) Gaylord Opryland Nashville, TN 2,888 640,000 Gaylord National National Harbor, MD (Washington, DC area) 1,996 501,000 Gaylord Texan Grapevine, TX (Dallas area) 1,814 488,000 Gaylord Palms Kissimmee, FL (Orlando area) 1,718 467,000 Gaylord Rockies ​ Aurora, CO (Denver area) ​ 1,501 ​ 409,000 JW Marriott Hill Country ​ San Antonio, TX ​ 1,002 ​ 268,000 Inn at Opryland Nashville, TN 303 14,000 AC Hotel National Harbor, MD (Washington, DC area) 192 3,700 ​ We own our Opryland complex in Nashville, Tennessee, which includes the site of Gaylord Opryland (approximately 172 acres) and Gaylord Springs (over 200 acres).
Biggest changeProperties Hospitality Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Meeting, Exhibit and ​ ​ ​ ​ ​ ​ Pre-Function Space Hotel ​ Location ​ Rooms ​ (sq. ft.) Gaylord Opryland Nashville, TN 2,888 640,000 Gaylord National National Harbor, MD (Washington, DC area) 1,996 501,000 Gaylord Texan Grapevine, TX (Dallas area) 1,814 488,000 Gaylord Palms Kissimmee, FL (Orlando area) 1,718 467,000 Gaylord Rockies ​ Aurora, CO (Denver area) ​ 1,501 ​ 409,000 JW Marriott Hill Country ​ San Antonio, TX ​ 1,002 ​ 268,000 JW Marriott Desert Ridge ​ Phoenix, AZ ​ 950 ​ 243,000 Inn at Opryland Nashville, TN 303 14,000 AC Hotel National Harbor, MD (Washington, DC area) 192 3,700 ​ We own our Opryland complex in Nashville, Tennessee, which includes the site of Gaylord Opryland (approximately 172 acres) and Gaylord Springs (over 200 acres).
For a description of the management agreements with Marriott, see “Management Agreements” in Item 1, “Business.” Corporate and Other We own our executive offices and headquarters located at One Gaylord Drive, Nashville, Tennessee, which consists of a five-story office building comprising approximately 80,000 square feet.
For a description of the management agreements with Marriott, see “Management Agreements” in Item 1, “Business.” 40 Table of Contents Corporate and Other We own our executive offices and headquarters located at One Gaylord Drive, Nashville, Tennessee, which consists of a five-story office building comprising approximately 80,000 square feet.
We believe that these facilities and the facilities related to each of our business segments are generally well maintained. 39 Table of Contents
We believe that these facilities and the facilities related to each of our business segments are generally well maintained.
Added
On June 10, 2025, we acquired approximately 402 acres in Phoenix, Arizona, through ownership (approximately 165 acres) and ground lease (approximately 237 acres) on which JW Marriott Desert Ridge is located.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed2 unchanged
Biggest changeNotwithstanding this restriction, we are permitted to pay dividends to stockholders to the extent necessary to maintain our status as a REIT. Information relating to compensation plans under which our common stock is authorized for issuance is set forth in Part III, Item 12 of this Annual Report on Form 10-K. Item 6. Reserved 40 Table of Contents
Biggest changeNotwithstanding this restriction, we are permitted to pay dividends to stockholders to the extent necessary to maintain our status as a REIT. Information relating to compensation plans under which our common stock is authorized for issuance is set forth in Part III, Item 12 of this Annual Report on Form 10-K. Item 6. Reserved
Issuer Purchases of Equity Securities No shares of the Company’s common stock were repurchased during the three months ended December 31, 2024. Unregistered Sales of Equity Securities The Company did not sell any of its securities during the fiscal year ended December 31, 2024 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
Issuer Purchases of Equity Securities No shares of the Company’s common stock were repurchased during the three months ended December 31, 2025. Unregistered Sales of Equity Securities The Company did not sell any of its securities during the fiscal year ended December 31, 2025 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
We are restricted in our ability to pay a dividend to our stockholders if the aggregate amount of all distributions to our stockholders in a given year exceeds 95% of our funds from operations (as defined in the credit facility) for that fiscal year.
We are restricted in our ability to pay a dividend to our stockholders if the aggregate amount of all distributions to our stockholders in a given year exceeds 95% of our 41 Table of Contents funds from operations (as defined in the credit facility) for that fiscal year.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange under the symbol “RHP”. Holders There were approximately 750 record holders of our common stock at January 31, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange under the symbol “RHP”. Holders There were approximately 728 record holders of our common stock at January 30, 2026.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

109 edited+35 added−33 removed69 unchanged
Biggest changeAlthough 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. ​ ​ 55 Table of Contents The following is a reconciliation of our consolidated GAAP net income to EBITDA re and Adjusted EBITDA re for the years ended December 31, 2024, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Net income ​ $ 280,190 ​ $ 341,800 ​ $ 134,948 Interest expense, net ​ ​ 197,418 ​ ​ 189,947 ​ ​ 142,656 Provision (benefit) for income taxes ​ ​ 13,836 ​ ​ (93,702) ​ ​ 38,775 Depreciation and amortization ​ ​ 235,626 ​ ​ 211,227 ​ ​ 208,616 (Gain) loss on sale of assets ​ ​ (270) ​ ​ — ​ ​ 327 Pro rata EBITDA re from unconsolidated joint ventures ​ ​ 5 ​ ​ 25 ​ ​ 89 EBITDA re ​ ​ 726,805 ​ ​ 649,297 ​ ​ 525,411 Preopening costs ​ ​ 4,618 ​ ​ 1,308 ​ ​ 532 Non-cash lease expense ​ ​ 3,501 ​ ​ 5,710 ​ ​ 4,831 Equity-based compensation expense ​ ​ 13,891 ​ ​ 15,421 ​ ​ 14,985 Pension settlement charge ​ ​ 858 ​ ​ 1,313 ​ ​ 1,894 Interest income on Gaylord National bonds ​ ​ 4,616 ​ ​ 4,936 ​ ​ 5,306 Loss on extinguishment of debt ​ ​ 2,479 ​ ​ 2,252 ​ ​ 1,547 Transaction costs of acquisitions ​ ​ 1,209 ​ ​ — ​ ​ 1,348 Pro rata adjusted EBITDA re from unconsolidated joint ventures (1) ​ ​ (272) ​ ​ 10,508 ​ ​ — Adjusted EBITDA re ​ ​ 757,705 ​ ​ 690,745 ​ ​ 555,854 Adjusted EBITDA re of noncontrolling interest in consolidated joint venture ​ ​ (31,746) ​ ​ (29,884) ​ ​ (15,309) Adjusted EBITDA re , excluding noncontrolling interest in consolidated joint venture ​ $ 725,959 ​ $ 660,861 ​ $ 540,545 (1) In 2023, we and our joint venture partner agreed to wind down the Circle joint venture, with operations ceasing December 31, 2023.
Biggest changeAlthough 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. ​ ​ 56 Table of Contents The following is a reconciliation of our consolidated GAAP net income to EBITDA re and Adjusted EBITDA re for the years ended December 31, 2025, 2024 and 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net income ​ $ 247,310 ​ $ 280,190 ​ $ 341,800 Interest expense, net ​ ​ 220,971 ​ ​ 197,418 ​ ​ 189,947 Provision (benefit) for income taxes ​ ​ 7,324 ​ ​ 13,836 ​ ​ (93,702) Depreciation and amortization ​ ​ 278,100 ​ ​ 235,626 ​ ​ 211,227 (Gain) loss on sale of assets ​ ​ 1,296 ​ ​ (270) ​ ​ — Pro rata EBITDA re from unconsolidated joint ventures ​ ​ 1 ​ ​ 5 ​ ​ 25 EBITDA re ​ ​ 755,002 ​ ​ 726,805 ​ ​ 649,297 Preopening costs ​ ​ 2,882 ​ ​ 4,618 ​ ​ 1,308 Non-cash lease expense ​ ​ 4,743 ​ ​ 3,501 ​ ​ 5,710 Equity-based compensation expense ​ ​ 14,061 ​ ​ 13,891 ​ ​ 15,421 Pension settlement charge ​ ​ 773 ​ ​ 858 ​ ​ 1,313 Interest income on Gaylord National bonds ​ ​ 4,277 ​ ​ 4,616 ​ ​ 4,936 Loss on extinguishment of debt ​ ​ 2,922 ​ ​ 2,479 ​ ​ 2,252 Transaction costs of acquisitions ​ ​ 106 ​ ​ 1,209 ​ ​ — Pro rata adjusted EBITDA re from unconsolidated joint ventures (1) ​ ​ 9,927 ​ ​ (272) ​ ​ 10,508 Adjusted EBITDA re ​ ​ 794,693 ​ ​ 757,705 ​ ​ 690,745 Adjusted EBITDA re of noncontrolling interest ​ ​ (33,399) ​ ​ (31,746) ​ ​ (29,884) Adjusted EBITDA re , excluding noncontrolling interest ​ $ 761,294 ​ $ 725,959 ​ $ 660,861 (1) Includes losses associated with two equity method investments. ​ The following is a reconciliation of our consolidated GAAP net income available to common stockholders to FFO and Adjusted FFO for the years ended December 31, 2025, 2024 and 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 Net income available to common stockholders ​ $ 243,425 ​ $ 271,638 ​ $ 311,217 Noncontrolling interest in OP Units ​ ​ 1,555 ​ ​ 1,792 ​ ​ 2,118 Net income available to common stockholders and unit holders ​ ​ 244,980 ​ ​ 273,430 ​ ​ 313,335 Depreciation and amortization ​ ​ 277,728 ​ ​ 235,437 ​ ​ 211,064 Adjustments for noncontrolling interest ​ ​ (12,147) ​ ​ (8,856) ​ ​ (7,083) Pro rata adjustments from joint ventures ​ ​ — ​ ​ 5 ​ ​ 73 FFO available to common stockholders and unit holders ​ ​ 510,561 ​ ​ 500,016 ​ ​ 517,389 Right-of-use asset amortization ​ ​ 372 ​ ​ 189 ​ ​ 163 Non-cash lease expense ​ ​ 4,743 ​ ​ 3,501 ​ ​ 5,710 Pension settlement charge ​ ​ 773 ​ ​ 858 ​ ​ 1,313 Pro rata adjustments from joint ventures (1) ​ ​ 9,927 ​ ​ (272) ​ ​ 10,508 (Gain) loss on sale of assets ​ ​ 1,296 ​ ​ (270) ​ ​ — Amortization of deferred financing costs ​ ​ 11,926 ​ ​ 10,655 ​ ​ 10,663 Amortization of debt discounts and premiums ​ ​ 1,762 ​ ​ 2,397 ​ ​ 2,325 Loss on extinguishment of debt ​ ​ 2,922 ​ ​ 2,479 ​ ​ 2,252 Adjustments for noncontrolling interest ​ ​ (7,226) ​ ​ (3,137) ​ ​ 18,635 Transaction costs of acquisitions ​ ​ 106 ​ ​ 1,209 ​ ​ — Deferred tax provision (benefit) ​ ​ 2,430 ​ ​ 10,196 ​ ​ (95,825) Adjusted FFO available to common stockholders and unit holders ​ $ 539,592 ​ $ 527,821 ​ $ 473,133 (1) Includes losses associated with two equity method investments. ​ 57 Table of Contents Liquidity and Capital Resources Cash Flows Provided By Operating Activities .
Accounting for the acquisition of an entity as a business combination, becoming the primary beneficiary of a previously unconsolidated variable interest entity, or a significant asset acquisition requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction based on their respective estimated fair values, which requires us to make significant estimates and assumptions regarding the fair value of the acquired assets and liabilities assumed.
Accounting for the acquisition of an entity as a business combination, becoming the primary beneficiary of a previously unconsolidated variable interest entity, or a significant asset acquisition requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction based on their respective estimated fair values, which requires us to make estimates and assumptions regarding the fair value of the acquired assets and liabilities assumed.
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. ​ ​ 54 Table of Contents 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.
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.
When making fair value determinations, we consider market data for similar assets, expected cash flows discounted at risk-adjusted rates, and replacement cost for assets, among other information. Management judgment is required when making the significant assumptions used to value long-lived and identifiable intangible assets, which include projected revenue growth, estimated cash flows, discount rates, and other factors. Legal Contingencies.
When making fair value determinations, we consider market data for similar assets, expected cash flows discounted at risk-adjusted rates, and replacement cost for assets, among other information. Management judgment is required when making the assumptions used to value long-lived and identifiable intangible assets, which include projected revenue growth, estimated cash flows, discount rates, and other factors. Legal Contingencies.
Under the Amended 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 Amended OEG Credit Agreement).
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 $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 the $700 Million 4.75% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any.
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 the $700 Million 4.75% Senior Notes, the $625 Million 6.50% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any.
The $500 Million 4.75% 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 the $1 Billion 6.50% Senior Notes, the $600 Million 4.50% Senior Notes, and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any.
The $500 Million 4.75% 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 the $1 Billion 6.50% Senior Notes, the $625 Million 6.50% Senior Notes, the $600 Million 4.50% Senior Notes, and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any.
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 the $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes, and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any.
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 the $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes, the $625 Million 6.50% Senior Notes, and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any.
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 the $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes and $600 Million 4.50% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any.
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 the $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes, the $625 Million 6.50% Senior Notes and $600 Million 4.50% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any.
These five 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.
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.
The OEG Term Loan bears interest at a rate equal to either, at OEG Borrower’s election, as of the closing contemplated by the Amended OEG Credit Agreement, (a) the Alternate Base Rate plus 2.50% or (b) Adjusted Term SOFR plus 3.50% (all as more specifically described in the Amended OEG Credit Agreement).
The OEG Term Loan bears interest at a rate equal to either, at OEG Borrower’s election, as of the closing contemplated by the OEG Credit Agreement, (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).
Borrowings under the OEG Revolver bear interest at a rate equal to either, at OEG Borrower’s election, as of the closing contemplated by the Amended OEG Credit Agreement, (a) the Alternate Base Rate plus the Applicable Rate (as defined in the Amended OEG Credit Agreement) or (b) Adjusted Term SOFR plus the Applicable Rate.
Borrowings under the OEG Revolver bear interest at a rate equal to either, at OEG Borrower’s election, as of the closing contemplated by the OEG Credit Agreement, (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.
We assess our financial assets, including the bonds we received in 2008 related to the Gaylord National construction (“Gaylord National Bonds”), and our accounts receivable for credit losses utilizing the expected loss model prescribed by ASC 326, “ Financial Instruments – Credit Losses ,” and record a reserve, in the form of an allowance for credit losses, against the amortized cost basis for the portion of the financial asset that will not be recovered due to credit losses.
We assess our financial assets, including the bonds we received in 2008 related to the Gaylord National construction (“Gaylord National Bonds”), for credit losses utilizing the expected loss model prescribed by ASC 326, “ Financial Instruments – Credit Losses ,” and record a reserve, in the form of an allowance for credit losses, against the amortized cost basis for the portion of the financial asset that will not be recovered due to credit losses.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
We may engage third parties to provide valuation services to assist in the fair value determinations of the long-lived assets acquired and the liabilities assumed. The most difficult estimations of individual fair values are those involving long-lived assets, such as property, equipment, and intangible assets, that are assumed as part of the transaction, as well as any noncontrolling interests.
We may engage third parties to provide valuation services to assist in the fair value determinations of the long-lived assets acquired and the liabilities assumed. The most material estimations of individual fair values are those involving long-lived assets, such as property, equipment, and intangible assets, that are assumed as part of the transaction, as well as any noncontrolling interests.
We make this assessment based on only the technical merits of the tax position. At December 31, 2024 and 2023, we had no accruals for unrecognized tax benefits. We recognize interest and penalties related to uncertain tax positions, if any, in income tax expense.
We make this assessment based on only the technical merits of the tax position. At December 31, 2025 and 2024, we had no accruals for unrecognized tax benefits. We recognize interest and penalties related to uncertain tax positions, if any, in income tax expense.
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 December 31, 2024, there were no defaults under the covenants related to our outstanding debt.
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 December 31, 2025, there were no defaults under the covenants related to our outstanding debt.
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 (the “Original 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”).
Borrowings under the Revolver bear interest at an annual rate equal to, at our option, either (i) Adjusted Term SOFR plus the applicable margin ranging from 1.40% to 2.00%, (ii) Adjusted Daily Simply SOFR plus the applicable margin ranging from 1.40% to 2.00% or (iii) a base rate as set 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).
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 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).
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, beginning October 1, 2024.
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.
Further, such assumptions require significant judgment as the Gaylord National Bonds and related projected cash flows continue for an extended period of time through 2037. 65 Table of Contents Income taxes.
Further, such assumptions require significant judgment as the Gaylord National Bonds and related projected cash flows continue for an extended period of time through 2037. 66 Table of Contents Income taxes.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This section of this Annual Report on Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This section of this Annual Report on Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
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 have often been contracted for several years in advance, the level of attrition our hotels experience, and the level of transient business at our hotels during such 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, 44 Table of Contents which meetings and conventions have often been contracted for several years in advance, the level of attrition our hotels experience, and the level of transient business at our hotels during such period.
The applicable percentage for our Gaylord Hotels properties, excluding Gaylord Rockies, is approximately 2% of gross revenues, Gaylord Rockies is 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.
The applicable percentage for our Gaylord Hotels properties, excluding Gaylord Rockies, is approximately 2% of gross revenues, Gaylord Rockies and JW Marriott Desert Ridge 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.
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 effectively subordinated to any secured indebtedness of any guarantor to the extent of the value 60 Table of Contents 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.
Assets and equity of OEG are not subject to the liens of the Credit Agreement. In addition, each of the Revolver and Term Loan B 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.
Assets and equity of OEG are not subject to the liens of the Credit Agreement. In addition, the Revolver 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.
The Amended OEG Credit Agreement provides for (i) a senior secured term loan facility in the aggregate principal amount of $300.0 million (the “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”).
The 2024 OEG Credit Agreement provides for (i) a senior secured term loan facility in the aggregate principal 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”).
The OEG Term Loan refinances and replaces the former term loan in the outstanding principal amount of $294.8 million as of June 28, 2024 and the OEG Revolver replaces the former senior secured revolving credit facility in an aggregate principal amount not to exceed $65.0 million.
The 2024 OEG Term Loan refinanced and replaced the former term loan in the outstanding principal amount of $294.8 million as of June 28, 2024 and the OEG Revolver replaces the former senior secured revolving credit facility in an aggregate principal amount not to exceed $65.0 million.
Cash Flows Provided By (Used In) Financing Activities. Our cash flows from financing activities primarily reflect the incurrence and repayment of long-term debt and the payment of cash dividends.
Cash Flows Provided By (Used In) Financing Activities. Our cash flows from financing activities primarily reflect the incurrence and repayment of long-term debt and the payment of cash distributions.
Each of the Revolver and Term Loan B is guaranteed by us, each of our subsidiaries that own the Gaylord Hotels properties and certain of our other subsidiaries.
Each of the Revolver and Term Loan B is guaranteed by us, each of our subsidiaries that own the Gaylord Hotels properties and the JW Marriott properties and certain of our other subsidiaries.
At December 31, 2024 and 2023, we have accrued no interest or penalties related to uncertain tax positions. ​ Acquisitions and Purchase Price Allocations.
At December 31, 2025 and 2024, we have accrued no interest or penalties related to uncertain tax positions. ​ Acquisitions and Purchase Price Allocations.
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 December 31, 2024 for our variable-rate debt after considering interest rate swaps, our estimated interest obligations over the next five years are $837.9 million.
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 December 31, 2025 for our variable-rate debt after considering interest rate swaps, our estimated interest obligations over the next five years are $913.9 million.
We completed a registered offer to exchange the $700 Million 4.75% Senior Notes for registered notes with substantially identical terms as the $700 Million 4.75% Senior Notes in July 2020. $600 Million 4.50% Senior Notes .
We completed a registered offer to exchange the $700 Million 4.75% Senior Notes for registered notes with substantially identical terms as the $700 Million 4.75% Senior Notes in July 2020. $625 Million 6.50% Senior Notes .
See “Supplemental Cash Flow Information” in Note 1 to our consolidated financial statements included herein for a discussion of the interest we paid during 2024, 2023 and 2022. ​ Inflation ​ Inflation has had a more meaningful impact on our business during recent periods than in historical periods.
See “Supplemental 64 Table of Contents Cash Flow Information” in Note 1 to our consolidated financial statements included herein for a discussion of the interest we paid during 2025, 2024 and 2023. ​ Inflation ​ Inflation has had a more meaningful impact on our business during recent periods than in historical periods.
Further, our dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually. We currently have no debt maturities until January 2026. We believe we will be able to refinance our debt agreements prior to their maturities.
Further, our dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually. We currently have no debt maturities until October 2027. We believe we will be able to refinance our debt agreements prior to their maturities.
Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the impact of interest rate swaps, was 6.7% and 6.6% in 2024 and 2023, respectively.
Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the impact of interest rate swaps, was 6.5% and 6.7% in 2025 and 2024, respectively.
The favorable changes in working capital primarily resulted from an increase in deferred revenues associated with increased advanced room deposits on future hotel room stays and a decrease in accounts receivable associated with a difference in timing of credit card settlements .
The favorable changes in working capital primarily resulted from an increase in deferred revenues associated with increased advanced room deposits on future hotel room stays and a decrease in accounts receivable associated with a difference in timing of credit card settlements . Cash Flows Used in Investing Activities .
These measures include: ​ ● Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization for Real Estate (“EBITDA re ”), Adjusted EBITDA re and Adjusted EBITDA re , Excluding Noncontrolling Interest in Consolidated Joint Venture, and ● Funds from Operations (“FFO”) available to common stockholders and unit holders and Adjusted FFO available to common stockholders and unitholders.
These measures include: ​ ● Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization for Real Estate (“EBITDA re ”), Adjusted EBITDA re and Adjusted EBITDA re , 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.
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 101.500%, 100.750%, and 100.000% beginning on February 15 of 2025, 2026, and 2027, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date. $400 Million 7.25% 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 May 18, 2023, we entered into a Credit Agreement (as modified pursuant to the First Incremental Agreement and the Second Incremental Agreement (each as hereinafter defined) and as further supplemented, 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, which replaced the Company’s previous credit facility.
On May 18, 2023, we entered into a Credit Agreement (as modified pursuant to the First Incremental Agreement, the Second Incremental Agreement and the First Amendment (each as hereinafter defined), 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 $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 $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.
We then exclude the pro rata share of Adjusted EBITDA re related to noncontrolling interests in consolidated joint ventures to calculate Adjusted EBITDA re , Excluding Noncontrolling Interest in Consolidated Joint Venture. We use EBITDA re , Adjusted EBITDA re and Adjusted EBITDA re , Excluding Noncontrolling Interest in Consolidated Joint Venture to evaluate our operating performance.
We then exclude the pro rata share of Adjusted EBITDA re related to noncontrolling interests to calculate Adjusted EBITDA re , Excluding Noncontrolling Interest. We use EBITDA re , Adjusted EBITDA re and Adjusted EBITDA re , Excluding Noncontrolling Interest to evaluate our operating performance.
This release of valuation allowance of $112.5 million was the primary factor in the large income tax benefit for 2023. ​ 53 Table of Contents Non-GAAP Financial Measures We present the following non-GAAP financial measures we believe are useful to investors as key measures of our operating performance: EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture Definition We calculate EBITDA re, 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 EBITDA re of unconsolidated affiliates.
Non-GAAP Financial Measures We present the following non-GAAP financial measures 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 EBITDA re, 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 EBITDA re of unconsolidated affiliates.
Loss on Extinguishment of Debt As a result of the March 2024 repayment of the Gaylord Rockies $800 million term loan, the April 2024 repricing of the RHP term loan B, the June 2024 refinancing of the OEG credit agreement, and the December 2024 repricing of the RHP term loan B, we recognized a loss on extinguishment of debt of $2.5 million in 2024. 52 Table of Contents As a result of the May 2023 refinancing of our credit facility and the extension of the Gaylord Rockies $800 million term loan, we recognized a loss on extinguishment of debt of $2.3 million in 2023.
As a result of the March 2024 repayment of the Gaylord Rockies $800 million term loan, the April 2024 repricing of the RHP term loan B, the June 2024 refinancing of the OEG credit agreement, and the December 2024 repricing of the RHP term loan B, we recognized a loss on extinguishment of debt of $2.5 million in 2024.
We incurred $46.7 million, $41.3 million and $33.7 million in total base management fees to Marriott related to our Hospitality segment during 2024, 2023 and 2022, respectively. We also incurred $29.9 million, $28.3 million and $12.8 million in incentive management fees for our Hospitality segment during 2024, 2023 and 2022, respectively.
We incurred $50.8 million, $46.7 million and $41.3 million in base management fees to Marriott related to our Hospitality segment during 2025, 2024 and 2023, respectively. We also incurred $27.4 million, $29.9 million and $28.3 million in incentive management fees for our Hospitality segment during 2025, 2024 and 2023, respectively.
We make additional adjustments to EBITDA re when evaluating our performance because we believe that presenting Adjusted EBITDA re and Adjusted EBITDA re , Excluding Noncontrolling Interest in Consolidated Joint Venture provides useful information to investors regarding our operating performance and debt leverage metrics.
We make additional adjustments to EBITDA re when evaluating our performance because we believe that presenting Adjusted EBITDA re and Adjusted 55 Table of Contents EBITDA re , Excluding Noncontrolling Interest provides useful information to investors regarding our operating performance and debt leverage metrics.
In addition, if the Company experiences certain 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. Previous $800 Million Gaylord Rockies Term Loan .
In addition, if the Company experiences certain 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. OEG Credit Agreement .
The results of JW Marriott Hill Country for the years ended December 31, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ % Change (1) ​ 2023 ​ Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ $ 80,526 ​ 121.4 % $ 36,376 ​ Food and beverage ​ ​ 97,610 ​ 144.6 % ​ 39,910 ​ Other hotel revenue ​ ​ 42,388 ​ 156.5 % ​ 16,527 ​ Total revenue ​ ​ 220,524 ​ 137.6 % ​ 92,813 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ ​ 15,437 ​ 118.8 % ​ 7,055 ​ Food and beverage ​ ​ 51,898 ​ 126.5 % ​ 22,915 ​ Other hotel expenses ​ ​ 75,710 ​ 130.8 % ​ 32,805 ​ Management fees, net ​ ​ 8,878 ​ 315.4 % ​ 2,137 ​ Depreciation and amortization ​ ​ 30,193 ​ 105.1 % ​ 14,718 ​ Total operating expenses ​ ​ 182,116 ​ 128.7 % ​ 79,630 ​ Operating income ​ $ 38,408 ​ 191.3 % $ 13,183 ​ Performance metrics: ​ ​ ​ ​ ​ ​ ​ ​ Occupancy ​ ​ 69.2 % 4.3 pts ​ 64.9 % ADR ​ $ 317.32 ​ 4.4 % $ 304.07 ​ RevPAR ​ $ 219.58 ​ 11.3 % $ 197.30 ​ Total RevPAR ​ $ 601.32 ​ 19.4 % $ 503.41 ​ (1) We purchased JW Marriott Hill Country on June 30, 2023. 50 Table of Contents Entertainment Segment Entertainment segment financial results for 2022 include Block 21 beginning May 31, 2022.
The results of JW Marriott Hill Country for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ % Change ​ 2024 ​ % Change (1) ​ 2023 ​ Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ $ 80,850 ​ 0.4 % $ 80,526 ​ 121.4 % $ 36,376 ​ Food and beverage ​ ​ 101,301 ​ 3.8 % ​ 97,610 ​ 144.6 % ​ 39,910 ​ Other hotel revenue ​ ​ 45,031 ​ 6.2 % ​ 42,388 ​ 156.5 % ​ 16,527 ​ Total revenue ​ ​ 227,182 ​ 3.0 % ​ 220,524 ​ 137.6 % ​ 92,813 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ ​ 15,124 ​ (2.0) % ​ 15,437 ​ 118.8 % ​ 7,055 ​ Food and beverage ​ ​ 53,421 ​ 2.9 % ​ 51,898 ​ 126.5 % ​ 22,915 ​ Other hotel expenses ​ ​ 80,586 ​ 6.4 % ​ 75,710 ​ 130.8 % ​ 32,805 ​ Management fees, net ​ ​ 8,868 ​ (0.1) % ​ 8,878 ​ 315.4 % ​ 2,137 ​ Depreciation and amortization ​ ​ 31,781 ​ 5.3 % ​ 30,193 ​ 105.1 % ​ 14,718 ​ Total operating expenses ​ ​ 189,780 ​ 4.2 % ​ 182,116 ​ 128.7 % ​ 79,630 ​ Operating income ​ $ 37,402 ​ (2.6) % $ 38,408 ​ 191.3 % $ 13,183 ​ Performance metrics: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupancy ​ ​ 67.2 % (2.0) pts ​ 69.2 % 4.3 pts ​ 64.9 % ADR ​ $ 329.16 ​ 3.7 % $ 317.32 ​ 4.4 % $ 304.07 ​ RevPAR ​ $ 221.06 ​ 0.7 % $ 219.58 ​ 11.3 % $ 197.30 ​ Total RevPAR ​ $ 621.17 ​ 3.3 % $ 601.32 ​ 19.4 % $ 503.41 ​ (1) We purchased JW Marriott Hill Country on June 30, 2023. 51 Table of Contents JW Marriott Desert Ridge Results.
These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 99 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 Blake Shelton-themed bar, music venue and event spaces; Category 10, a Luke Combs-themed bar, music venue and event space that opened in November 2024; as of May 31, 2022, Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”); and as of January 3, 2025, a majority equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company.
These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 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 space that opened in Nashville, Tennessee in November 2024 with additional locations expected to open in Las Vegas, Nevada in late 2026 and at Universal Orlando Resort’s CityWalk in late 2027; Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”); and as of January 3, 2025, a majority equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company.
The $400 Million 7.25% Senior Notes are redeemable before July 15, 2025, 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 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 Applicable Rate for borrowings under the OEG Revolver as of December 31, 2024 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.
The Applicable Rate for borrowings under the OEG Revolver as of December 31, 2025 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 December 31, 2025 is 2.50% for Alternative Base Rate Loans and 3.50% for Adjusted Term SOFR loans.
Our core holdings include a network of five upscale, meetings-focused resorts totaling 9,917 rooms that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels brand.
Our core holdings include a network of upscale, meetings-focused resorts totaling 11,869 rooms that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels and JW Marriott brands.
The results of Gaylord Opryland for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 Revenues: ​ ​ ​ ​ Rooms ​ $ 193,803 0.3 % $ 193,140 8.6 % $ 177,860 ​ Food and beverage ​ 213,973 12.0 % 190,992 19.9 % 159,359 ​ Other hotel revenue ​ 87,776 (3.3) % 90,752 4.3 % 86,969 ​ Total revenue ​ 495,552 4.4 % 474,884 12.0 % 424,188 ​ Operating expenses: ​ ​ ​ ​ Rooms ​ 41,774 (3.1) % 43,112 1.7 % 42,377 ​ Food and beverage ​ 112,958 10.5 % 102,213 16.0 % 88,122 ​ Other hotel expenses (1) ​ 131,852 (5.0) % 138,828 9.9 % 126,360 ​ Management fees, net ​ 23,484 8.4 % 21,667 54.5 % 14,028 ​ Depreciation and amortization ​ 32,588 (2.8) % 33,510 (2.6) % 34,406 ​ Total operating expenses ​ 342,656 1.0 % 339,330 11.1 % 305,293 ​ Operating income ​ $ 152,896 ​ 12.8 % $ 135,554 ​ 14.0 % $ 118,895 ​ Performance metrics: ​ ​ ​ ​ Occupancy ​ 70.9 % (2.1) pts 73.0 % 3.5 pts 69.5 % ADR ​ $ 258.62 3.1 % $ 250.96 3.4 % $ 242.71 ​ RevPAR ​ $ 183.35 0.1 % $ 183.22 8.6 % $ 168.73 ​ Total RevPAR ​ $ 468.82 4.1 % $ 450.50 12.0 % $ 402.41 ​ (1) Other hotel expenses for 2024 were reduced by a refund of $5.4 million of Tennessee franchise tax for prior years caused by a change in tax law. ​ Gaylord Palms Results.
The results of Gaylord Opryland for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ % Change ​ ​ ​ 2024 ​ ​ ​ % Change ​ ​ ​ 2023 Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ $ 193,954 0.1 % $ 193,803 0.3 % $ 193,140 ​ Food and beverage ​ 201,694 (5.7) % 213,973 12.0 % 190,992 ​ Other hotel revenue ​ 88,456 0.8 % 87,776 (3.3) % 90,752 ​ Total revenue ​ 484,104 (2.3) % 495,552 4.4 % 474,884 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ 40,520 (3.0) % 41,774 (3.1) % 43,112 ​ Food and beverage ​ 109,713 (2.9) % 112,958 10.5 % 102,213 ​ Other hotel expenses (1) ​ 135,574 2.8 % 131,852 (5.0) % 138,828 ​ Management fees, net ​ 21,062 (10.3) % 23,484 8.4 % 21,667 ​ Depreciation and amortization ​ 33,122 1.6 % 32,588 (2.8) % 33,510 ​ Total operating expenses ​ 339,991 (0.8) % 342,656 1.0 % 339,330 ​ Operating income ​ $ 144,113 ​ (5.7) % $ 152,896 ​ 12.8 % $ 135,554 ​ Performance metrics: ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupancy ​ 69.1 % (1.8) pts 70.9 % (2.1) pts 73.0 % ADR ​ $ 266.19 2.9 % $ 258.62 3.1 % $ 250.96 ​ RevPAR ​ $ 184.00 0.4 % $ 183.35 0.1 % $ 183.22 ​ Total RevPAR ​ $ 459.25 (2.0) % $ 468.82 4.1 % $ 450.50 ​ (1) Other hotel expenses for 2024 were reduced by a refund of $5.4 million of Tennessee franchise tax for prior years caused by a change in tax law. ​ Gaylord Palms Results.
The percentage of group versus transient business based on rooms sold for our Hospitality segment for the years ended December 31 was approximately as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Group 74 % 73 % 69 % Transient 26 % 27 % 31 % ​ 46 Table of Contents The type of group based on rooms sold for our Hospitality segment for the years ended December 31 was approximately as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Corporate Groups 59 % 50 % 51 % Associations 27 % 34 % 32 % Other Groups 14 % 16 % 17 % ​ Other hotel expenses for the following years ended December 31 included (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 Administrative employment costs ​ $ 196,189 11.4 % $ 176,112 14.4 % $ 153,882 Utilities ​ 47,197 12.2 % 42,055 13.3 % 37,120 Property taxes ​ 44,803 12.1 % 39,951 18.7 % 33,650 Other ​ 267,365 2.4 % 261,210 12.3 % 232,639 Total other hotel expenses ​ $ 555,554 7.0 % $ 519,328 13.6 % $ 457,291 ​ Each of the other hotel expense categories above increased in 2024, as compared to 2023, due to the addition of JW Marriott Hill Country.
The percentage of group versus transient business based on rooms sold for our Hospitality segment for the years ended December 31 was approximately as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Group 73 % 74 % 73 % Transient 27 % 26 % 27 % ​ 47 Table of Contents The type of group based on rooms sold for our Hospitality segment for the years ended December 31 was approximately as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Corporate Groups 56 % 59 % 50 % Associations 31 % 27 % 34 % Other Groups 13 % 14 % 16 % ​ Other hotel expenses for the following years ended December 31 included (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ % Change ​ ​ ​ 2024 ​ ​ ​ % Change ​ ​ ​ 2023 Administrative employment costs ​ $ 214,284 9.2 % $ 196,189 11.4 % $ 176,112 Utilities ​ 50,855 7.8 % 47,197 12.2 % 42,055 Property taxes ​ 49,378 10.2 % 44,803 12.1 % 39,951 Other ​ 298,787 11.8 % 267,365 2.4 % 261,210 Total other hotel expenses ​ $ 613,304 10.4 % $ 555,554 7.0 % $ 519,328 ​ Each of the other hotel expense categories above increased in 2025, as compared to 2024, due to the addition of JW Marriott Desert Ridge.
During 2023, our net cash flows provided by operating activities were $557.1 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of approximately $500.6 million and favorable changes in working capital of approximately $56.5 million.
During 2025, our net cash flows provided by operating activities were $590.6 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of approximately $563.9 million and favorable changes in working capital of approximately $26.8 million.
Revolving Credit Facility. The maturity date of the Revolver is May 18, 2027, 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 six-month extensions.
Per the First Amendment to the Credit Agreement, 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 six-month extensions.
Operating Results – Preopening costs Preopening costs for 2024 primarily include costs associated with Category 10, which opened in November 2024 and Ole Red Las Vegas, which opened in January 2024. Preopening costs for 2023 primarily include costs associated with Ole Red Las Vegas.
Operating Results – Preopening costs Preopening costs for 2025 primarily include costs associated with Category 10 Las Vegas, which is expected to open in late 2026. Preopening costs for 2024 primarily include costs associated with Category 10 Nashville, which opened in November 2024 and Ole Red Las Vegas, which opened in January 2024.
Liquidity At December 31, 2024, we had $477.7 million in unrestricted cash and $754.7 million available for borrowing in the aggregate under our revolving credit facility and the OEG revolving credit facility.
Liquidity At December 31, 2025, we had $471.4 million in unrestricted cash and $780.0 million available for borrowing in the aggregate under our revolving credit facility and the OEG revolving credit facility.
The results of Gaylord Rockies for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ % Change ​ 2023 ​ % Change ​ 2022 ​ Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ $ 103,329 ​ 5.9 % $ 97,530 ​ 11.4 % $ 87,587 ​ Food and beverage ​ ​ 149,890 ​ 13.3 % ​ 132,254 ​ 6.3 % ​ 124,463 ​ Other hotel revenue ​ ​ 36,922 ​ (0.1) % ​ 36,953 ​ (10.5) % ​ 41,276 ​ Total revenue ​ ​ 290,141 ​ 8.8 % ​ 266,737 ​ 5.3 % ​ 253,326 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ ​ 23,683 ​ (1.0) % ​ 23,931 ​ 3.6 % ​ 23,099 ​ Food and beverage ​ ​ 87,070 ​ 11.5 % ​ 78,079 ​ 6.8 % ​ 73,121 ​ Other hotel expenses ​ ​ 57,400 ​ 4.2 % ​ 55,095 ​ (7.6) % ​ 59,637 ​ Management fees, net ​ ​ 8,661 ​ 9.1 % ​ 7,935 ​ 5.6 % ​ 7,514 ​ Depreciation and amortization ​ ​ 57,094 ​ 0.4 % ​ 56,843 ​ (21.9) % ​ 72,777 ​ Total operating expenses ​ ​ 233,908 ​ 5.4 % ​ 221,883 ​ (6.0) % ​ 236,148 ​ Operating income ​ $ 56,233 ​ 25.4 % $ 44,854 ​ 161.1 % $ 17,178 ​ Performance metrics: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupancy ​ ​ 74.3 % 0.9 pts ​ 73.4 % 5.1 pts ​ 68.3 % ADR ​ $ 253.11 ​ 4.4 % $ 242.39 ​ 3.5 % $ 234.19 ​ RevPAR ​ $ 188.09 ​ 5.7 % $ 178.02 ​ 11.4 % $ 159.87 ​ Total RevPAR ​ $ 528.14 ​ 8.5 % $ 486.87 ​ 5.3 % $ 462.39 ​ ​ JW Marriott Hill Country Results.
The results of Gaylord Rockies for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ % Change ​ 2024 ​ % Change ​ 2023 ​ Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ $ 110,130 ​ 6.6 % $ 103,329 ​ 5.9 % $ 97,530 ​ Food and beverage ​ ​ 162,303 ​ 8.3 % ​ 149,890 ​ 13.3 % ​ 132,254 ​ Other hotel revenue ​ ​ 40,800 ​ 10.5 % ​ 36,922 ​ (0.1) % ​ 36,953 ​ Total revenue ​ ​ 313,233 ​ 8.0 % ​ 290,141 ​ 8.8 % ​ 266,737 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ ​ 24,641 ​ 4.0 % ​ 23,683 ​ (1.0) % ​ 23,931 ​ Food and beverage ​ ​ 96,594 ​ 10.9 % ​ 87,070 ​ 11.5 % ​ 78,079 ​ Other hotel expenses ​ ​ 56,764 ​ (1.1) % ​ 57,400 ​ 4.2 % ​ 55,095 ​ Management fees, net ​ ​ 9,337 ​ 7.8 % ​ 8,661 ​ 9.1 % ​ 7,935 ​ Depreciation and amortization ​ ​ 59,707 ​ 4.6 % ​ 57,094 ​ 0.4 % ​ 56,843 ​ Total operating expenses ​ ​ 247,043 ​ 5.6 % ​ 233,908 ​ 5.4 % ​ 221,883 ​ Operating income ​ $ 66,190 ​ 17.7 % $ 56,233 ​ 25.4 % $ 44,854 ​ Performance metrics: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupancy ​ ​ 75.9 % 1.6 pts ​ 74.3 % 0.9 pts ​ 73.4 % ADR ​ $ 264.85 ​ 4.6 % $ 253.11 ​ 4.4 % $ 242.39 ​ RevPAR ​ $ 201.02 ​ 6.9 % $ 188.09 ​ 5.7 % $ 178.02 ​ Total RevPAR ​ $ 571.73 ​ 8.3 % $ 528.14 ​ 8.5 % $ 486.87 ​ ​ JW Marriott Hill Country Results.
The increase in total operating expenses during 2024, as compared to 2023, is primarily the result of increases in Hospitality segment and Entertainment segment expenses of $99.3 million and $18.2 million, respectively, and an increase in depreciation expense of $24.4 million, as presented in the tables below.
The increase in total operating expenses during 2025, as compared to 2024, is primarily the result of increases in Hospitality segment and Entertainment segment expenses of $116.3 million and $82.1 million, respectively, and an increase in depreciation expense of $42.5 million, as presented in the tables below.
Operating Results – Gain (Loss) on Sale of Assets Gain on sale of assets for 2024 and loss on sale of assets for 2022 includes the sale of miscellaneous corporate assets. 51 Table of Contents Non-Operating Results Affecting Net Income General The following table summarizes the other factors which affected our net income for the years ended December 31, 2024, 2023 and 2022 (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 Interest expense ​ $ 225,395 6.6 % $ 211,370 42.4 % $ 148,406 Interest income ​ 27,977 30.6 % 21,423 272.6 % 5,750 Loss on extinguishment of debt ​ ​ (2,479) ​ (10.1) % ​ (2,252) ​ (45.6) % ​ (1,547) Income (loss) from unconsolidated joint ventures ​ 275 101.6 % (17,308) (57.8) % (10,967) Other gains and (losses), net ​ 2,814 (28.2) % 3,921 125.0 % 1,743 (Provision) benefit for income taxes ​ (13,836) (114.8) % 93,702 341.7 % (38,775) ​ Interest Expense The following presents interest expense associated with our outstanding borrowings, including the impact of interest rate swaps (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 RHP Revolving Credit Facility ​ $ 4,056 (2.4) % $ 4,156 (38.3) % $ 6,740 RHP Term Loan A ​ ​ — ​ — % ​ — ​ (100.0) % ​ 3,805 RHP Term Loan B ​ 27,703 (11.8) % 31,395 134.6 % 13,383 RHP Senior Notes ​ ​ 143,592 ​ 83.0 % ​ 78,481 ​ 25.5 % ​ 62,532 Gaylord Rockies Term Loan ​ 15,495 (72.5) % 56,295 34.4 % 41,891 OEG Revolver ​ 2,127 66.6 % 1,277 141.9 % 528 OEG Term Loan ​ 30,682 (6.7) % 32,881 128.9 % 14,363 Block 21 CMBS Loan ​ ​ 8,421 ​ (0.9) % ​ 8,499 ​ 68.2 % ​ 5,052 Other (1) ​ ​ (6,681) ​ (313.9) % ​ (1,614) ​ (1,541.1) % ​ 112 Total interest expense ​ $ 225,395 ​ 6.6 % $ 211,370 ​ 42.4 % $ 148,406 (1) Other includes capitalized interest, as well as other miscellaneous items.
Non-Operating Results Affecting Net Income General The following table summarizes the other factors which affected our net income for the years ended December 31, 2025, 2024 and 2023 (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ % Change ​ ​ ​ 2024 ​ ​ ​ % Change ​ ​ ​ 2023 Interest expense ​ $ (241,270) (7.0) % $ (225,395) (6.6) % $ (211,370) Interest income ​ 20,299 (27.4) % 27,977 30.6 % 21,423 Loss on extinguishment of debt ​ ​ (2,922) ​ (17.9) % ​ (2,479) ​ (10.1) % ​ (2,252) Income (loss) from unconsolidated joint ventures ​ (10,025) (3,745.5) % 275 101.6 % (17,308) Other gains and (losses), net ​ 1,540 (45.3) % 2,814 (28.2) % 3,921 (Provision) benefit for income taxes ​ (7,324) 47.1 % (13,836) (114.8) % 93,702 ​ 53 Table of Contents Interest Expense The following presents interest expense associated with our outstanding borrowings, including the impact of interest rate swaps for the years ended December 31, 2025, 2024 and 2023 (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ % Change ​ ​ ​ 2024 ​ ​ ​ % Change ​ ​ ​ 2023 RHP Revolving Credit Facility ​ $ 4,225 4.2 % $ 4,056 (2.4) % $ 4,156 RHP Term Loan B ​ 19,804 (28.5) % 27,703 (11.8) % 31,395 RHP Senior Notes ​ ​ 183,807 ​ 28.0 % ​ 143,592 ​ 83.0 % ​ 78,481 Gaylord Rockies Term Loan ​ — (100.0) % 15,495 (72.5) % 56,295 OEG Revolver ​ 1,229 (42.2) % 2,127 66.6 % 1,277 OEG Term Loan ​ 33,157 8.1 % 30,682 (6.7) % 32,881 Block 21 CMBS Loan ​ ​ 2,683 ​ (68.1) % ​ 8,421 ​ (0.9) % ​ 8,499 Other (1) ​ ​ (3,635) ​ 45.6 % ​ (6,681) ​ (313.9) % ​ (1,614) Total interest expense ​ $ 241,270 ​ 7.0 % $ 225,395 ​ 6.6 % $ 211,370 (1) Other includes capitalized interest, as well as other miscellaneous items.
These estimated obligations are $205.2 million in 2025, $198.2 million in 2026, $189.4 million in 2027, $148.6 million in 2028, and $96.6 million in 2029. 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.
These estimated obligations are $240.0 million in 2026, $232.6 million in 2027, $192.6 million in 2028, $137.4 million in 2029, and $111.3 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.
A prolonged inflationary environment could adversely affect our operating costs, customer spending and bookings, and our financial results. ​ Supplemental Guarantor Financial Information ​ The Company’s $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes, $600 Million 4.50% Senior Notes and $400 Million 7.25% Senior Notes were each issued by 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 and certain other of the Company’s subsidiaries, each of which also guarantees the Operating Partnership’s Credit Agreement, as amended (such subsidiary guarantors, together with the Company, the “Guarantors”).
In an effort to mitigate the impact of increased interest rates, at December 31, 2025, 88% of our outstanding debt is fixed-rate debt, after considering the impact of interest rate swaps. ​ A prolonged inflationary environment could adversely affect our operating costs, customer spending and bookings, and our financial results. ​ Supplemental Guarantor Financial Information ​ The Company’s $1 Billion 6.50% Senior Notes, $700 Million 4.75% 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, the JW Marriott properties and certain other of the Company’s subsidiaries, each of which also guarantees the Operating Partnership’s Credit Agreement, as amended (such subsidiary guarantors, together with the Company, the “Guarantors”).
At December 31, 2024, no amounts were outstanding under the Revolver, and the lending banks had issued $4.3 million of letters of credit under the Credit Agreement, which left $695.7 million of availability under the Revolver (subject to the satisfaction of debt incurrence tests under the indentures governing our $1 billion in aggregate principal amount of senior notes due 2032 (the $1 Billion 6.50% Senior Notes”), our $700 million in aggregate principal amount of senior notes due 2027 (the “$700 Million 4.75% Senior Notes”), our $600 million in aggregate principal amount of senior notes due 2029 (the “$600 Million 4.50% Senior Notes”) and our $400 million in aggregate principal amount of senior notes due 2028 (“$400 Million 7.25% Senior Notes”), which we met at December 31, 2024).
At December 31, 2025 (prior to the effectiveness of the First Amendment), no amounts were outstanding under the Revolver, and there was $700.0 million of availability under the Revolver as of December 31, 2025 (subject to the satisfaction of debt incurrence tests under the indentures governing our $1 billion in aggregate principal amount of senior notes due 2032 (the “$1 Billion 6.50% Senior Notes”), our $700 million in aggregate principal amount of senior notes due 2027 (the “$700 Million 4.75% Senior Notes”), our $625 million in aggregate principal amount of senior notes due 2033 (the “$625 Million 6.50% Senior Notes”), our $600 million in aggregate principal amount of senior notes due 2029 (the “$600 Million 4.50% Senior Notes”) and our $400 million in aggregate principal amount of senior notes due 2028 (“$400 Million 7.25% Senior Notes”), which we met at December 31, 2025).
Each of our award-winning Gaylord Hotels properties, as well as the JW Marriott Hill Country, incorporates not only high-quality lodging, but also at least 400,000 square feet (268,000 in the case of JW Marriott Hill Country) of meeting, convention and exhibition space, superb food and beverage options and retail and spa facilities within a single self-contained property.
Each of our award-winning Gaylord Hotels properties and JW Marriott 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.
Hospitality segment Total RevPAR is not comparable to similarly titled measures such as revenues. (3) Same-store Hospitality segment metrics do not include JW Marriott Hill Country, which we purchased June 30, 2023. Total Hospitality revenues in 2024 include $43.0 million in attrition and cancellation fee collections, a $0.8 million decrease from 2023.
Hospitality segment 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 June 10, 2025. Total Hospitality revenues in 2025 include $44.9 million in attrition and cancellation fee collections, a $1.9 million increase from 2024.
The Credit Agreement provides for a $700.0 million revolving credit facility (the “Revolver”) and a senior secured term loan B (the “Term Loan B”) (in the original principal amount of $500.0 million, which was reduced to $295.0 million on March 28, 2024), as well as an accordion feature that will allow us to increase the facilities by an aggregate of up to $475 million, which may be allocated between the Revolver and the Term Loan B at our option.
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 December 31, 2025 with an outstanding principal amount equal to $289.9 million) and a revolving credit facility (the “Revolver”) in an original aggregate principal amount equal to $700.0 million and as of January 28, 2026 increased to $850.0 million pursuant to Amendment No. 1 to Credit Agreement (the “First Amendment”), as well as an accordion feature that will allow us to increase the facilities by an aggregate of up to $475 million, which may be allocated between the Revolver and the Term Loan B at our option.
The results of Gaylord Texan for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 Revenues: ​ ​ ​ ​ Rooms ​ $ 125,205 3.3 % $ 121,178 11.2 % $ 109,017 ​ Food and beverage ​ 169,401 (1.5) % 171,932 23.9 % 138,750 ​ Other hotel revenue ​ 56,545 (13.4) % 65,289 9.6 % 59,551 ​ Total revenue ​ 351,151 (2.0) % 358,399 16.6 % 307,318 ​ Operating expenses: ​ ​ ​ ​ Rooms ​ 26,473 (0.7) % 26,655 6.5 % 25,034 ​ Food and beverage ​ 89,248 (2.7) % 91,686 17.4 % 78,065 ​ Other hotel expenses ​ 91,015 1.9 % 89,341 6.9 % 83,569 ​ Management fees, net ​ 14,810 (7.8) % 16,067 84.8 % 8,696 ​ Depreciation and amortization ​ 23,189 1.1 % 22,947 (3.6) % 23,800 ​ Total operating expenses ​ 244,735 (0.8) % 246,696 12.6 % 219,164 ​ Operating income ​ $ 106,416 ​ (4.7) % $ 111,703 ​ 26.7 % $ 88,154 ​ Performance metrics: ​ ​ ​ ​ ​ ​ ​ Occupancy ​ 74.6 % (0.3) pts 74.9 % 5.9 pts 69.0 % ADR ​ $ 252.65 3.5 % $ 244.21 2.3 % $ 238.77 ​ RevPAR ​ $ 188.58 3.0 % $ 183.02 11.2 % $ 164.65 ​ Total RevPAR ​ $ 528.90 (2.3) % $ 541.30 16.6 % $ 464.15 ​ ​ Gaylord National Results.
The results of Gaylord Texan for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ % Change ​ ​ ​ 2024 ​ ​ ​ % Change ​ ​ ​ 2023 Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ $ 119,712 (4.4) % $ 125,205 3.3 % $ 121,178 ​ Food and beverage ​ 168,609 (0.5) % 169,401 (1.5) % 171,932 ​ Other hotel revenue ​ 60,943 7.8 % 56,545 (13.4) % 65,289 ​ Total revenue ​ 349,264 (0.5) % 351,151 (2.0) % 358,399 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ 26,558 0.3 % 26,473 (0.7) % 26,655 ​ Food and beverage ​ 89,186 (0.1) % 89,248 (2.7) % 91,686 ​ Other hotel expenses ​ 95,113 4.5 % 91,015 1.9 % 89,341 ​ Management fees, net ​ 13,501 (8.8) % 14,810 (7.8) % 16,067 ​ Depreciation and amortization ​ 24,676 6.4 % 23,189 1.1 % 22,947 ​ Total operating expenses ​ 249,034 1.8 % 244,735 (0.8) % 246,696 ​ Operating income ​ $ 100,230 ​ (5.8) % $ 106,416 ​ (4.7) % $ 111,703 ​ Performance metrics: ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupancy ​ 69.8 % (4.8) pts 74.6 % (0.3) pts 74.9 % ADR ​ $ 259.13 2.6 % $ 252.65 3.5 % $ 244.21 ​ RevPAR ​ $ 180.80 (4.1) % $ 188.58 3.0 % $ 183.02 ​ Total RevPAR ​ $ 527.50 (0.3) % $ 528.90 (2.3) % $ 541.30 ​ ​ Gaylord National Results.
The results of Gaylord Palms for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 Revenues: ​ ​ ​ ​ Rooms ​ $ 101,519 (10.3) % $ 113,235 9.2 % $ 103,715 ​ Food and beverage ​ 150,109 2.9 % 145,919 19.1 % 122,515 ​ Other hotel revenue ​ 50,743 0.6 % 50,462 (5.4) % 53,348 ​ Total revenue ​ 302,371 (2.3) % 309,616 10.7 % 279,578 ​ Operating expenses: ​ ​ ​ ​ Rooms ​ 24,877 (0.8) % 25,080 12.2 % 22,357 ​ Food and beverage ​ 81,432 2.4 % 79,504 16.0 % 68,564 ​ Other hotel expenses ​ 97,044 (2.2) % 99,179 5.4 % 94,078 ​ Management fees, net ​ 10,320 (12.6) % 11,814 45.7 % 8,111 ​ Depreciation and amortization ​ 25,470 12.5 % 22,640 1.7 % 22,267 ​ Total operating expenses ​ 239,143 0.4 % 238,217 10.6 % 215,377 ​ Operating income ​ $ 63,228 ​ (11.4) % $ 71,399 ​ 11.2 % $ 64,201 ​ Performance metrics: ​ ​ ​ ​ Occupancy ​ 64.6 % (9.1) pts 73.7 % 5.3 pts 68.4 % ADR ​ $ 249.98 2.0 % $ 245.04 1.3 % $ 241.85 ​ RevPAR ​ $ 161.45 (10.6) % $ 180.58 9.2 % $ 165.40 ​ Total RevPAR ​ $ 480.88 (2.6) % $ 493.75 10.7 % $ 445.85 ​ ​ ​ 48 Table of Contents Gaylord Texan Results.
The results of Gaylord Palms for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ % Change ​ ​ ​ 2024 ​ ​ ​ % Change ​ ​ ​ 2023 Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ $ 114,409 12.7 % $ 101,519 (10.3) % $ 113,235 ​ Food and beverage ​ 145,266 (3.2) % 150,109 2.9 % 145,919 ​ Other hotel revenue ​ 56,823 12.0 % 50,743 0.6 % 50,462 ​ Total revenue ​ 316,498 4.7 % 302,371 (2.3) % 309,616 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ 25,464 2.4 % 24,877 (0.8) % 25,080 ​ Food and beverage ​ 82,024 0.7 % 81,432 2.4 % 79,504 ​ Other hotel expenses ​ 101,760 4.9 % 97,044 (2.2) % 99,179 ​ Management fees, net ​ 10,756 4.2 % 10,320 (12.6) % 11,814 ​ Depreciation and amortization ​ 34,398 35.1 % 25,470 12.5 % 22,640 ​ Total operating expenses ​ 254,402 6.4 % 239,143 0.4 % 238,217 ​ Operating income ​ $ 62,096 ​ (1.8) % $ 63,228 ​ (11.4) % $ 71,399 ​ Performance metrics: ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupancy ​ 70.7 % 6.1 pts 64.6 % (9.1) pts 73.7 % ADR ​ $ 258.14 3.3 % $ 249.98 2.0 % $ 245.04 ​ RevPAR ​ $ 182.45 13.0 % $ 161.45 (10.6) % $ 180.58 ​ Total RevPAR ​ $ 504.73 5.0 % $ 480.88 (2.6) % $ 493.75 ​ ​ ​ 49 Table of Contents Gaylord Texan Results.
However, favorable ADR and outside-the-room spend in our Hospitality segment and business levels in our Entertainment segment 63 Table of Contents in recent years have reduced the impact of increased operating costs, including increased insurance, utilities and other costs, on our financial position and results of operations. ​ Additionally, increased interest rates have driven higher interest expense on our debt.
However, favorable ADR and outside-the-room spend in our Hospitality segment and business levels in our Entertainment segment in recent years have reduced the impact of increased operating costs on our financial position and results of operations. ​ Additionally, increased interest rates have driven higher interest expense on our debt than in historical periods, although interest rates on our debt have decreased in 2025, as compared to 2024.
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 and 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): ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 Other assets ​ $ 3,318,192 Total assets ​ $ 3,318,192 ​ ​ ​ ​ Net payables due to non-guarantor subsidiaries ​ $ 239,157 Other liabilities ​ ​ 3,204,169 Total liabilities ​ $ 3,443,326 Total noncontrolling interest ​ $ 3,657 ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, 2024 Revenues from non-guarantor subsidiaries ​ $ 585,855 Operating expenses (excluding expenses to non-guarantor subsidiaries) ​ ​ 168,004 Expenses to non-guarantor subsidiaries ​ ​ 21,724 Operating income ​ ​ 396,127 Interest income from non-guarantor subsidiaries ​ ​ 2,491 Net income ​ ​ 224,218 Net income available to common stockholders ​ ​ 215,666 64 Table of Contents ​ Critical Accounting Policies and Estimates Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” discusses our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.
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 and 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): ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 Other assets ​ $ 3,932,230 Total assets ​ $ 3,932,230 ​ ​ ​ ​ Net payables due to non-guarantor subsidiaries ​ $ 214,188 Other liabilities ​ ​ 3,850,494 Total liabilities ​ $ 4,064,682 Total noncontrolling interest ​ $ 5,003 ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ December 31, 2025 Revenues from non-guarantor subsidiaries ​ $ 618,797 Operating expenses (excluding expenses to non-guarantor subsidiaries) ​ ​ 183,364 Expenses to non-guarantor subsidiaries ​ ​ 15,249 Operating income ​ ​ 420,184 Interest income from non-guarantor subsidiaries ​ ​ 2,484 Net income ​ ​ 226,247 Net income available to common stockholders ​ ​ 222,362 65 Table of Contents Critical Accounting Policies and Estimates Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” discusses our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.
Our other owned hotel assets managed by Marriott include the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”) (effective June 30, 2023), 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.
Our other owned 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.
The results of Gaylord National for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 ​ Revenues: ​ ​ ​ ​ Rooms ​ $ 119,191 (0.4) % $ 119,700 22.2 % $ 97,950 ​ Food and beverage ​ 155,836 5.8 % 147,346 24.7 % 118,119 ​ Other hotel revenue ​ 36,303 (9.5) % 40,093 18.7 % 33,780 ​ Total revenue ​ 311,330 1.4 % 307,139 22.9 % 249,849 ​ Operating expenses: ​ ​ ​ ​ Rooms ​ 41,045 (2.2) % 41,981 12.6 % 37,299 ​ Food and beverage ​ 90,176 2.0 % 88,389 25.9 % 70,209 ​ Other hotel expenses ​ 94,150 (1.0) % 95,100 11.9 % 84,981 ​ Management fees, net ​ 5,929 5.2 % 5,635 34.6 % 4,188 ​ Depreciation and amortization ​ 33,724 1.1 % 33,357 (0.6) % 33,563 ​ Total operating expenses ​ 265,024 0.2 % 264,462 14.9 % 230,240 ​ Operating income ​ $ 46,306 ​ 8.5 % $ 42,677 ​ 117.6 % $ 19,609 ​ Performance metrics: ​ ​ ​ ​ Occupancy ​ 64.8 % (3.6) pts 68.4 % 11.9 pts 56.5 % ADR ​ $ 251.80 4.8 % $ 240.30 0.9 % $ 238.13 ​ RevPAR ​ $ 163.16 (0.7) % $ 164.30 22.2 % $ 134.45 ​ Total RevPAR ​ $ 426.17 1.1 % $ 421.58 22.9 % $ 342.94 ​ ​ ​ 49 Table of Contents Gaylord Rockies Results.
The results of Gaylord National for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ % Change ​ ​ ​ 2024 ​ ​ ​ % Change ​ ​ ​ 2023 ​ Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ $ 126,315 6.0 % $ 119,191 (0.4) % $ 119,700 ​ Food and beverage ​ 171,211 9.9 % 155,836 5.8 % 147,346 ​ Other hotel revenue ​ 38,731 6.7 % 36,303 (9.5) % 40,093 ​ Total revenue ​ 336,257 8.0 % 311,330 1.4 % 307,139 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ 44,090 7.4 % 41,045 (2.2) % 41,981 ​ Food and beverage ​ 100,005 10.9 % 90,176 2.0 % 88,389 ​ Other hotel expenses ​ 99,241 5.4 % 94,150 (1.0) % 95,100 ​ Management fees, net ​ 7,382 24.5 % 5,929 5.2 % 5,635 ​ Depreciation and amortization ​ 33,846 0.4 % 33,724 1.1 % 33,357 ​ Total operating expenses ​ 284,564 7.4 % 265,024 0.2 % 264,462 ​ Operating income ​ $ 51,693 ​ 11.6 % $ 46,306 ​ 8.5 % $ 42,677 ​ Performance metrics: ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupancy ​ 67.4 % 2.6 pts 64.8 % (3.6) pts 68.4 % ADR ​ $ 257.22 2.2 % $ 251.80 4.8 % $ 240.30 ​ RevPAR ​ $ 173.38 6.3 % $ 163.16 (0.7) % $ 164.30 ​ Total RevPAR ​ $ 461.55 8.3 % $ 426.17 1.1 % $ 421.58 ​ ​ ​ 50 Table of Contents Gaylord Rockies Results.
All other terms and conditions of the additional 2027 notes are identical to the $500 Million 4.75% Senior Notes. ​ 60 Table of Contents The $700 Million 4.75% 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 101.188% and 100.00% beginning on October 15 of 2024, and 2025, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.
All other terms and conditions of the additional 2027 notes are identical to the $500 Million 4.75% Senior Notes. ​ The $700 Million 4.75% Senior Notes are redeemable, 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.
Corporate and Other Segment The following presents the financial results of our Corporate and Other segment for the years ended December 31, 2024, 2023 and 2022 (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 Operating expenses ​ $ 41,819 (2.3) % $ 42,789 (0.4) % $ 42,982 (Gain) loss on sale of assets ​ ​ (270) ​ (100.0) % ​ — ​ (100.0) % ​ 469 Depreciation and amortization ​ 918 5.9 % 867 5.6 % 821 Operating loss ​ $ (42,467) 2.7 % $ (43,656) 1.4 % $ (44,272) ​ Corporate and Other operating expenses, which consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension and other administrative costs, decreased in 2024, as compared to 2023, primarily as a result of a decrease in employment expenses.
Depreciation and amortization increased in 2025, as compared to 2024, primarily associated with the increase in depreciable and amortizable assets associated with Category 10 Nashville and Southern Entertainment, as well as increased depreciation and amortization related to Block 21 attributable to construction enhancements completed at the property in 2024 and the first half of 2025. 52 Table of Contents Corporate and Other Segment The following presents the financial results of our Corporate and Other segment for the years ended December 31, 2025, 2024 and 2023 (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ % Change ​ ​ ​ 2024 ​ ​ ​ % Change ​ ​ ​ 2023 Operating expenses ​ $ 42,771 2.3 % $ 41,819 (2.3) % $ 42,789 Gain on sale of assets ​ ​ — ​ 100.0 % ​ (270) ​ (100.0) % ​ — Depreciation and amortization ​ 933 1.6 % 918 5.9 % 867 Operating loss ​ $ (43,704) (2.9) % $ (42,467) 2.7 % $ (43,656) ​ Corporate and Other operating expenses, which consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension, information technology, consulting and other administrative costs, increased in 2025, as compared to 2024, primarily as a result of increased employment expenses.
The above factors resulted in a $37.2 million improvement in operating income for 2024, as compared to 2023.
The above factors resulted in a $3.8 million decrease in operating income for 2025, as compared to 2024.
See “Forward-Looking Statements” and “Risk Factors” under Part I of this Annual Report on Form 10-K for important information regarding forward-looking statements made in this report and risks and uncertainties we face. 41 Table of Contents Significant 2024 and 2023 Activities Significant activities we have undertaken in 2024 and 2023 include (as well as where you can find more information herein or in the accompanying consolidated financial statements): ● In March and April 2024, issued $1 billion in 6.50% senior notes due 2032, repaid previously outstanding $800 million Gaylord Rockies term loan, and repaid $200.0 million under our term loan B and reduced the applicable interest rate margins – Note 4, “Debt” ● In June 2024, refinanced our existing OEG credit facility, including reducing the applicable interest rate margins under each of the $65 million OEG revolver and $300 million OEG term loan B, as well as upsized the OEG revolver to $80 million of potential capacity – Note 4, “Debt” ● In May 2023, refinanced our previous credit facility by entering into a new credit agreement, which extended the maturity dates and increased the principal balance of the term loan B – Note 4, “Debt” ● In June 2023, issued $400 million in 7.25% senior notes due 2028 – Note 4, “Debt”, completed an equity offering of 4.4 million shares of our common stock for net proceeds of $395 million – Note 9, “Equity” and purchased JW Marriott Hill Country – Note 1, “Description of the Business and Summary of Significant Accounting Policies” ● We have continued investment in our existing properties through $407.9 million and $206.8 million in capital expenditures in 2024 and 2023, respectively – “Liquidity and Capital Resources” ● We have paid $266.1 million and $176.0 million in cash distributions in 2024 and 2023, respectively – Note 9, “Equity” 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.
Significant 2025 and 2024 Activities Significant activities we have undertaken in 2025 and 2024 include (as well as where you can find more information herein or in the accompanying consolidated financial statements): ● In June 2025, purchased JW Marriott Desert Ridge – Note 1, “Description of the Business and Summary of Significant Accounting Policies” ● In June 2025, issued $625 million in 6.50% senior notes due 2033 – Note 4, “Debt” ● In May 2025, issued approximately 3.0 million shares of our common stock – Note 9, “Equity” ● In April 2025, successfully defeased the previous Block 21 CMBS loan with incremental borrowings under the existing OEG credit facility – Note 4, “Debt” ● In June 2024, refinanced our existing OEG credit facility, including reducing the applicable interest rate margins under each of the $65 million OEG revolver and $300 million OEG term loan B, as well as upsized the OEG revolver to $80 million of potential capacity – Note 4, “Debt” ● In March and April 2024, issued $1 billion in 6.50% senior notes due 2032, repaid previously outstanding $800 million Gaylord Rockies term loan, and repaid $200.0 million under our term loan B and reduced the applicable interest rate margins – Note 4, “Debt” ● Continued investment in our existing properties through $358.2 million and $407.9 million in capital expenditures in 2025 and 2024, respectively – “Liquidity and Capital Resources” ● Declared approximately $291.3 million and $268.3 million in cash distributions in 2025 and 2024, respectively – Note 9, “Equity” 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.
During 2024 and 2023, we recorded an income tax (provision) benefit of $(13.8) million and $93.7 million, respectively. These results differ from the statutory rate primarily due to the REIT dividends paid deduction for both years and a change in valuation allowance at the TRSs in 2023.
We are required to pay federal and state corporate income taxes on earnings of our TRSs. During 2025 and 2024, we recorded an income tax provision of $7.3 million and $13.8 million, respectively. These results differ from the statutory rate primarily due to the REIT dividends paid deduction and changes in income at our TRSs in both years.
The following presents the financial results of our Hospitality segment for the years ended December 31, 2024, 2023 and 2022 (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 Revenues: ​ ​ ​ ​ Rooms ​ $ 744,587 6.2 % $ 701,138 17.7 % $ 595,544 ​ Food and beverage ​ 940,827 13.1 % 831,796 24.7 % 667,009 ​ Other hotel revenue ​ 311,636 3.7 % 300,544 9.1 % 275,421 ​ Total hospitality revenue ​ 1,997,050 8.9 % 1,833,478 19.2 % 1,537,974 ​ Hospitality operating expenses: ​ ​ ​ ​ Rooms ​ 179,358 3.2 % 173,749 11.5 % 155,817 ​ Food and beverage ​ 516,309 10.8 % 465,963 22.3 % 381,142 ​ Other hotel expenses ​ 555,554 7.0 % 519,328 13.6 % 457,291 ​ Management fees, net ​ 73,531 10.7 % 66,425 53.0 % 43,425 ​ Depreciation and amortization ​ 205,189 9.9 % 186,749 (1.4) % 189,375 ​ Total Hospitality operating expenses ​ 1,529,941 8.3 % 1,412,214 15.1 % 1,227,050 ​ Hospitality operating income ​ $ 467,109 10.9 % $ 421,264 35.5 % $ 310,924 ​ Hospitality performance metrics: ​ ​ ​ ​ Occupancy ​ 69.1 % (2.5) pts 71.6 % 5.4 pts 66.2 % ADR ​ $ 257.81 4.9 % $ 245.74 3.7 % $ 236.86 ​ RevPAR (1) ​ $ 178.24 1.3 % $ 175.96 12.3 % $ 156.71 ​ Total RevPAR (2) ​ $ 478.05 3.9 % $ 460.12 13.7 % $ 404.69 ​ Net Definite Group Room Nights Booked ​ 2,469,881 4.3 % 2,369,060 31.2 % 1,805,598 ​ Same-store Hospitality performance metrics (3): ​ ​ ​ ​ Occupancy ​ 69.1 % (2.8) pts 71.9 % 5.7 pts 66.2 % ADR ​ $ 252.08 3.7 % $ 243.19 2.7 % $ 236.86 ​ RevPAR (1) ​ $ 174.26 (0.4) % $ 174.92 11.6 % $ 156.71 ​ Total RevPAR (2) ​ $ 466.18 1.8 % $ 458.02 13.2 % $ 404.69 ​ Net Definite Group Room Nights Booked ​ 2,292,558 (0.4) % 2,302,717 27.5 % 1,805,598 ​ (1) We calculate Hospitality segment RevPAR by dividing rooms revenue by room nights available to guests for the period.
The following presents the financial results of our Hospitality segment for the years ended December 31, 2025, 2024 and 2023 (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ % Change ​ ​ ​ 2024 ​ ​ ​ % Change ​ ​ ​ 2023 Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ $ 799,306 7.3 % $ 744,587 6.2 % $ 701,138 ​ Food and beverage ​ 993,954 5.6 % 940,827 13.1 % 831,796 ​ Other hotel revenue ​ 349,826 12.3 % 311,636 3.7 % 300,544 ​ Total hospitality revenue ​ 2,143,086 7.3 % 1,997,050 8.9 % 1,833,478 ​ Hospitality operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ 190,686 6.3 % 179,358 3.2 % 173,749 ​ Food and beverage ​ 561,980 8.8 % 516,309 10.8 % 465,963 ​ Other hotel expenses ​ 613,304 10.4 % 555,554 7.0 % 519,328 ​ Management fees, net ​ 75,082 2.1 % 73,531 10.7 % 66,425 ​ Depreciation and amortization ​ 239,857 16.9 % 205,189 9.9 % 186,749 ​ Total Hospitality operating expenses ​ 1,680,909 9.9 % 1,529,941 8.3 % 1,412,214 ​ Hospitality operating income ​ $ 462,177 (1.1) % $ 467,109 10.9 % $ 421,264 ​ Hospitality performance metrics: ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupancy ​ 68.7 % (0.4) pts 69.1 % (2.5) pts 71.6 % ADR ​ $ 266.79 3.5 % $ 257.81 4.9 % $ 245.74 ​ RevPAR (1) ​ $ 183.29 2.8 % $ 178.24 1.3 % $ 175.96 ​ Total RevPAR (2) ​ $ 491.44 2.8 % $ 478.05 3.9 % $ 460.12 ​ Net Definite Group Room Nights Booked ​ 2,315,281 (6.3) % 2,469,881 4.3 % 2,369,060 ​ Same-store Hospitality performance metrics (3): ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupancy ​ 69.2 % 0.1 pts 69.1 % (2.5) pts 71.6 % ADR ​ $ 265.44 3.0 % $ 257.81 4.9 % $ 245.74 ​ RevPAR (1) ​ $ 183.73 3.1 % $ 178.24 1.3 % $ 175.96 ​ Total RevPAR (2) ​ $ 492.43 3.0 % $ 478.05 3.9 % $ 460.12 ​ Net Definite Group Room Nights Booked ​ 2,209,541 (10.5) % 2,469,881 4.3 % 2,369,060 ​ (1) We calculate Hospitality segment RevPAR by dividing rooms revenue by room nights available to guests for the period.
Our goal is to be the nation’s premier hospitality REIT for group-oriented, destination hotel assets in urban and resort markets. We also own a controlling 70% 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.
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.

… 97 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+1 added−0 removed2 unchanged
Biggest changeSee Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 1A, “Risk Factors,” in this Annual Report on Form 10-K for more discussion on how interest rate increases affect our operations and financial condition. 66 Table of Contents Risk Related to Changes in Interest Rates At December 31, 2024, borrowings outstanding under the Term Loan B bore interest at an annual rate of SOFR plus 2.0%.
Biggest changeSee Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 1A, “Risk Factors,” in this Annual Report on Form 10-K for more discussion on how interest rate increases affect our operations and financial condition.
Our primary exposures to market risk are from changes in interest rates, including the rising interest rates experienced in recent years, and changes in asset values of investments that fund our pension plan.
Our primary exposures to market risk are from changes in interest rates, including the rising interest rates experienced in some recent years, and changes in asset values of investments that fund our pension plan.
Summary Based upon our overall market risk exposures at December 31, 2024, we believe that the effects of changes in interest rates related to our borrowings and asset values of investments that fund our pension plan could be material to our consolidated financial position, results of operations or cash flows.
Summary Based upon our overall market risk exposures at December 31, 2025, we believe that the effects of changes in interest rates related to our borrowings and asset values of investments that fund our pension plan could be material to our consolidated financial position, results of operations or cash flows.
We do not have significant exposure to changing interest rates on invested cash at December 31, 2024. As a result, the interest rate market risk implicit in these investments at December 31, 2024, if any, is low.
We do not have significant exposure to changing interest rates on invested cash at December 31, 2025. As a result, the interest rate market risk implicit in these investments at December 31, 2025, if any, is low.
If Adjusted Term SOFR were to increase by 100 basis points, our annual interest cost on the $199.3 million in borrowings outstanding under the OEG Term Loan that are not hedged at December 31, 2024 would increase by approximately $2.0 million. Certain of our outstanding cash balances are occasionally invested overnight with high credit quality financial institutions.
If Adjusted Term SOFR were to increase by 100 basis points, our annual interest cost on the $200.3 million in borrowings outstanding under the OEG Term Loan that are not hedged at December 31, 2025 would increase by approximately $2.0 million. Certain of our outstanding cash balances are occasionally invested overnight with high credit quality financial institutions.
If SOFR were to increase by 100 basis points, our annual interest cost on the $292.8 million in borrowings outstanding at December 31, 2024 would increase by approximately $2.9 million. At December 31, 2024, borrowings outstanding under the OEG Term Loan bore interest at an annual rate of SOFR plus 3.5%.
If SOFR were to increase by 100 basis points, our annual interest cost on the $289.9 million in borrowings outstanding at December 31, 2025 would increase by approximately $2.9 million. 67 Table of Contents At December 31, 2025, borrowings outstanding under the OEG Term Loan bore interest at an annual rate of SOFR plus 3.5%.
At December 31, 2024, the value of the investments in the pension fund was $51.0 million, and an immediate ten percent decrease in the value of the investments in the fund would have reduced the value of the fund by approximately $5.1 million.
At December 31, 2025, the value of the investments in the pension fund was $50.9 million, and an immediate ten percent decrease in the value of the investments in the fund would have reduced the value of the fund by approximately $5.1 million.
We have hedged our interest rate exposure on $100.0 million of borrowings under the OEG Term Loan with an interest rate swap that fixes the SOFR portion of interest payments through December 2025.
We have hedged our interest rate exposure on $225.0 million of borrowings under the OEG Term Loan with interest rate swaps that fix the SOFR portion of interest payments through December 2028.
Added
Risk Related to Changes in Interest Rates At December 31, 2025, borrowings outstanding under the Term Loan B bore interest at an annual rate of SOFR plus 1.75%.

Other RHP 10-K year-over-year comparisons