REED COLIN V 4

What Happened
Colin V. Reed, Executive Chairman of Ryman Hospitality Properties (RHP), had restricted stock units and performance shares vest on March 15, 2026. The filing shows 28,409 shares were issued via conversion of derivative awards (Form 4 code M) at $0.00 (no cash exercise price). To satisfy tax withholding obligations (code F), 11,181 of those shares were withheld, so Mr. Reed received a net 17,228 shares. The transactions were reported on a Form 4 filed March 16, 2026.

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 16, 2026 (timely filing).
• Gross shares issued on vesting: 28,409 (comprised of multiple time‑based RSU grants and performance‑based RSUs).
• Shares withheld for tax withholding: 11,181; Net shares delivered to Reed: 17,228.
• Reported price per share on the filing: $0.00 (these were conversions/vests, not open‑market purchases).
• Notable footnotes: F1 notes 738,251 shares credited to Mr. Reed’s SERP account (economic equivalent of common shares payable in stock upon termination). Footnotes F2–F6 detail the per‑grant withholding and retained shares for each award.
• Transaction codes: M = conversion/exercise of derivative (vesting of RSUs/PSUs); F = shares withheld to satisfy tax withholding.
• Filing timeliness: filed the next day (appears timely under Form 4 rules).

Context
These were award vesting and tax‑withholding transactions, not open‑market buys or sales. Conversions of RSUs/PSUs at $0 reflect issuance upon vesting; withholding of shares to cover taxes is routine and common. Such transactions are informational and do not by themselves indicate a change in an insider’s market view.