Ryman Hospitality Properties Inc. 美股招股说明书（2025-05-20版）

Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “RHP.” OnMay19, 2025, the last reported sale price for our common stock on the NYSE was $99.17 per share. We intend to use all of the net proceeds of this offering to fund a portion of the purchase price of theDesert Ridge Acquisition (as defined herein) and to pay related fees and expenses. We are organized and conduct our operations to qualify as a real estate investment trust, or REIT, forU.S. federal income tax purposes. To assist us in complying with certain U.S. federal income taxrequirements applicable to REITs, our Amended and Restated Certificate of Incorporation, or our Charter,generally restricts any person from acquiring beneficial ownership, either directly or indirectly, of more than9.8%, in value or number of shares, whichever is more restrictive, of our issued and outstanding common Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-6of this prospectussupplement and on page 17 of ourAnnual Report on Form 10-K for the fiscal year ended December31, 2024, aswell as the updated reports and documents we file with the Securities and Exchange Commission, or the SEC,that are incorporated by reference herein. The underwriters may also exercise their option to purchase up to an additional 390,000 shares of ourcommon stock from us, at the public offering price, less underwriting discounts and commissions, for30days after the date of this prospectus supplement. See “Underwriting.” Neither the SEC nor any state or other securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of our common stock on or about May 21, 2025 throughthe book-entry facilities of The Depository Trust Company. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part consists of this prospectus supplement, whichprovides you with specific information about this offering. The second part is the accompanying prospectus,which gives more general information about us and the common stock we may offer from time to time,some of which may not apply to this offering. This prospectus supplement may add, update or changeinformation contained in the accompanying prospectus. To the extent that any statement we make in thisprospectus supplement is inconsistent with statements made in the accompanying prospectus or anydocuments dated prior to the date of this prospectus supplement and incorporated by reference herein or This prospectus supplement and the accompanying prospectus do not contain all of the information that isimportant to your investment decision. You should read this prospectus supplement and the accompanyingprospectus as well as the additional information described under the sections entitled “Where You Can FindMore Information” and “Incorporation of Certain Information by Reference” of this prospectus supplement You should rely only on the information contained or incorporated by reference in this prospectussupplement, the accompanying prospectus or any related free writing prospectus that we file with the SEC andany information about the terms of our common stock offered or conveyed to you by us, our underwriters oragents. Neither we nor the underwriters have authorized anyone to provide you with additional or differentinformation. If anyone else provides you with additional or different information, you should not rely on it. Youshould assume that the information in this prospectus supplement, the accompanying prospectus, any freewriting prospectus, or any documents that are incorporated herein or therein by reference is accurate only as ofthe date of those respective documents. Our business, financial condition, results of operation and prospects may This prospectus supplement and the accompanying prospectus are an offer to sell only the shares of ourcommon stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.The distribution of this prospectus supplement, the accompanying prospectus and any free writingprospectus that we have authorized for use in connection with this offering and the offering of our commonstock in certain jurisdictions may be restricted by law. If you possess this prospectus supplement, theaccompanying prospectus or any free writing prospectus that we have authorized for use in connection with References in this prospectus supplement to “we,” “us,” “our” and the “Company” refer to RymanHospitality Properties, Inc., a Delaware corporation, together with its consolidated subsidiaries, includingRHP Hotel Properties, LP, our operating partnership, or the Operating Partnership. The term “you” refers toa prospective investor in our common stock offered by this