FIORAVANTI MARK 4

What Happened

• Mark Fioravanti, President & CEO and a director of Ryman Hospitality Properties (RHP), had restricted stock units vest on March 15, 2026. A total of 40,888 shares were issued (reported as derivative conversions/exercise, code M) at $0.00 per share. To satisfy tax withholding obligations (code F), 16,092 of those shares were withheld, leaving Mr. Fioravanti with 24,796 net shares retained from these grants. All transactions were reported on a Form 4 filed March 16, 2026.

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 16, 2026 (no late filing indicated).
• Shares issued (conversion of derivatives / vested RSUs): 40,888 shares at $0.00.
• Shares withheld for taxes (disposed): 16,092 shares at $0.00.
• Shares retained by insider after withholding: 24,796 shares.
• Footnotes: F1–F5 explain withholding by grant:
  • F1: 2,432 issued, 957 withheld, 1,475 retained (time-based RSU).
  • F2: 4,608 issued, 1,814 withheld, 2,794 retained (time-based RSU).
  • F3: 3,624 issued, 1,427 withheld, 2,197 retained (time-based RSU).
  • F4: 4,220 issued, 1,661 withheld, 2,559 retained (time-based RSU).
  • F5: 26,004 issued, 10,233 withheld, 15,771 retained (performance-based RSU).
• Transaction codes: M = exercise/conversion of derivative (vesting/conversion of RSUs); F = shares withheld to pay tax liability.
• Filing did not indicate a 10b5-1 plan or other special plan; no cash purchase or open-market sale occurred.

Context

• These were award vestings and tax-withholding actions, not open-market purchases or discretionary sales. The $0.00 price is typical for shares issued upon vesting of RSUs (not a purchased cost basis).
• Because shares were withheld to cover taxes (a common administrative/settlement method), this is generally considered routine compensation settlement rather than a market-timing sale or purchase signal. The filing does not provide total post-transaction beneficial ownership beyond the retained shares from these grants.