Ryman Hospitality Properties Inc美股招股说明书(2026-08-10版)

Common Stock We are offering 5,100,000 shares of our common stock, $0.01 par value per share, which we refer to ascommon stock, by this prospectus supplement and the accompanying prospectus. Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “RHP.” OnAugust7, 2026, the last reported sale price for our common stock on the NYSE was $120.84 per share. We intend to use all of the net proceeds of this offering to fund a portion of the purchase price of theGrande Lakes 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 commonstock. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-7of this prospectussupplement and on page 18 of ourAnnual Report on Form 10-K for the fiscal year ended December31, 2025, orour 2025 Form 10-K, as well as the updated reports and documents we file with the Securities and ExchangeCommission, or the SEC, that are incorporated by reference herein. Per ShareTotalPublic offering price$$Underwriting discounts and commissions$$Proceeds, before expenses, to us$$(1) (1)See “Underwriting” for a description of compensation payable to the underwriters. We have granted the underwriters an option to purchase up to an additional 765,000 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, 2026through the book-entry facilities of The Depository Trust Company. Joint Book-Running Managers BofA SecuritiesJ.P. MorganMorgan Stanley Wells Fargo SecuritiesBookrunners BTIGThe information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to these securities hasbeen filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, Deutsche Bank Securitiesand we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Raymond James TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iiTRADEMARKSS-iiiMARKET AND INDUSTRY DATAS-iiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivNON-GAAP FINANCIAL MEASURESS-viPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-7USE OF PROCEEDSS-10CAPITALIZATIONS-11UNDERWRITINGS-13LEGAL MATTERSS-21EXPERTSS-21WHERE YOU CAN FIND MORE INFORMATIONS-21INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-21 PROSPECTUS ABOUT THIS PROSPECTUS1TRADEMARKS2SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2WHERE YOU CAN FIND ADDITIONAL INFORMATION4INCORPORATION OF CERTAIN INFORMATION BY REFERENCE4OUR COMPANY5RISK FACTORS7USE OF PROCEEDS8SELLING STOCKHOLDERS9DESCRIPTION OF CAPITAL STOCK10U.S. FEDERAL INCOME TAX CONSIDERATIONS17PLAN OF DISTRIBUTION33LEGAL MATTERS35EXPERTS35 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 ortherein, the statements made in this prospectus supplement will be deemed to modify or supersede thosemade in the accompanying prospectus and such documents incorporated by reference herein and therein.The accompanying prospectus is part of a registration statement on Form S-3 that we filed with the SECusing the “shelf” registration process as a “well-known seasoned issuer,” as defined in Rule405 under theSecurities Act of 1933, as amended, o