Financial Analysis

11. Commitments and Contingencies On April 9, 2024, the Company received service of process in a lawsuit naming the Company and a subsidiary as co-defendants with Marriott, as the manager, and multiple contractors in a personal injury lawsuit filed by the individual plaintiffs in Colorado state court. The lawsuit relates to a May 2023 incident at the Gaylord Rockies indoor pool amenity involving the collapse of HVAC equipment. The complaint requests an unspecified amount of damages related to alleged injuries to two guests. The discovery phase of the litigation is ongoing at this time. The Company cannot predict its likely outcome or estimate the range of possible loss but does not believe that the outcome will have a material impact on the Companys financial position. The Company intends to vigorously defend the lawsuit and believes it has strong defenses. As of January 1, 2022, the Company is self-insured for certain losses related to employee medical benefits. The Company has purchased stop-loss coverage in order to limit its exposure to any significant levels of claims relating to workers compensation and employee medical benefits for which it is self-insured. The Company has entered into employment agreements with certain officers, which provide for severance payments upon certain events, including after a change of control. The Company, in the ordinary course of business, is involved in certain legal actions and claims on a variety of other matters. It is the opinion of …

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4. Debt The Companys debt and finance lease obligations at December 31 consisted of (amounts in thousands): 2025 2024 $700M Revolving Credit Facility $ $ Term Loan B 289,856 292,791 4.75% Senior Notes 700,000 700,000 7.25% Senior Notes 400,000 400,000 4.50% Senior Notes 600,000 600,000 6.50% Senior Notes 1,000,000 1,000,000 6.50% Senior Notes 625,000 $80M OEG Revolver 21,000 OEG Term Loan 425,270 299,250 Block 21 CMBS Loan 128,967 Finance lease obligations 596 55 Unamortized deferred financing costs (52,282) (51,484) Unamortized discounts and premiums, net (11,527) (12,183) Total debt $ 3,976,913 $ 3,378,396 At December 31, 2025, there were no defaults under the covenants related to the Companys outstanding debt. Annual maturities of long-term debt, excluding finance lease obligations, are as follows (amounts in thousands): Years 2026 2027 2028 2029 2030 Thereafter Total $700M Revolving Credit Facility $ $ $ $ $ $ $ Term Loan B 2,935 2,935 2,935 2,935 278,116 289,856 4.75% Senior Notes 700,000 700,000 7.25% Senior Notes 400,000 400,000 4.50% Senior Notes 600,000 600,000 6.50% Senior Notes 1,000,000 1,000,000 6.50% Senior Notes 625,000 625,000 $80M OEG Revolver OEG Term Loan 4,307 4,307 4,307 4,307 4,307 403,735 425,270 Total $ 7,242 $ 707,242 $ 407,242 $ 607,242 $ 282,423 $ 2,028,735 $ 4,040,126 Credit Facility On May 18, 2023, the Company entered into a Credit Agreement (as modified pursuant to the First Incremental Agreement and the Second Incremental Agreement (each as her …

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The Companys revenues disaggregated by major source are as follows (in thousands): 2025 2024 2023 Hotel group rooms $ 538,519 $ 509,014 $ 462,674 Hotel transient rooms 260,787 235,573 238,464 Hotel food and beverage - banquets 680,304 666,525 569,803 Hotel food and beverage - outlets 313,650 274,302 261,993 Hotel other 349,826 311,636 300,544 Entertainment admissions/ticketing 168,143 126,897 124,647 Entertainment food and beverage 152,461 125,862 107,335 Entertainment retail and other 113,371 89,417 92,676 Total revenues $ 2,577,061 $ 2,339,226 $ 2,158,136 …

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7. Stock Plans On May 9, 2024, the Companys shareholders approved the Companys 2024 Omnibus Incentive Plan (the 2024 Plan). The 2024 Plan replaces the Companys previous 2016 Omnibus Incentive Plan (the 2016 Plan) and no new awards will be made under the 2016 Plan; however, awards granted under the 2016 Plan will continue to be governed by the 2016 Plan. The 2024 Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other equity-based awards to its directors, employees and consultants. At December 31, 2025, approximately 1.7 million shares of common stock remained available for issuance pursuant to future grants of awards under the 2024 Plan. Restricted stock units granted to employees vest one to four years from the date of grant, subject to any applicable performance targets, and restricted stock units granted to non-employee directors vest one year from the date of grant, unless the recipient chooses to defer the vesting for a period of time. Depending on the type of award, the fair value of restricted stock units is determined either based on the market price of the Company s stock at the date of grant or based on a Monte-Carlo valuation. Forfeitures are estimated based on historical experience. The Company generally records compensation expense equal to the fair value of each restricted stock unit granted over the vesting period. The weighted-average grant-date fair value of restricted stock un …

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12. Fair Value Measurements The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The investments held by the Company in connection with its deferred compensation plan consist of money market and mutual funds traded in an active market. The Company determined the fair value of these assets based on the net asset value per unit of the funds or the portfolio, which is based upon quoted market prices in an active market. Therefore, the Company has categorized these investments as Level 1. The Companys interest rate swaps consist of over-the-counter swap contracts, which are not traded on a public exchange. The Company determines the fair value of these swap contracts based on a widely accepted valuation methodology of netting the discounted future fixed cash flows and the discounted expected variable cash flows, using interest rates derived from observable market interest rate curves and volatilities, with appropriate adjustments for any significant impact of non-performance risk of the parties to the swap contracts. Therefore, these swap contracts have been cl …

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10. Income Taxes The Company has elected to be taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, the Company generally will not be subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that it distributes to its stockholders. The Company pays federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (TRSs). The income tax (provision) benefit for continuing operations consists of the following (amounts in thousands): 2025 2024 2023 CURRENT: Federal $ (1,147) $ (359) $ 797 State (3,747) (3,281) (2,920) Total current provision (4,894) (3,640) (2,123) DEFERRED: Federal (3,071) (9,233) 79,710 State 641 (963) 16,115 Total deferred (provision) benefit (2,430) (10,196) 95,825 Total (provision) benefit for income taxes $ (7,324) $ (13,836) $ 93,702 The Company evaluates its deferred tax assets each reporting period to determine if it is more likely than not that those assets will be realized or if a valuation allowance is needed. In the fourth quarter of 2023, due to continued improvement in the Companys financial results coming out of the COVID-19 pandemic and the projected future taxable income of its TRSs, the Company determined that the release of a significant portion of its federal and state valuation allowance was appropriate. This release of valuation allowance of $112.5 million was the primary factor in the income …

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Newly Issued Accounting Standards In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures , requiring public entities to provide additional information in the rate reconciliation, to disclose annually income taxes paid disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The Company retrospectively adopted this guidance for fiscal year 2025, and such adoption did not have a material impact on the Companys financial statements. In November 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures , requiring public companies to disclose, on an annual and interim basis, disaggregated information about certain income statement line items, including employee compensation, purchases of inventory, depreciation, intangible asset amortization and depletion for each income statement line item that includes those expenses. The guidance is applied prospectively, but with the option to apply retrospectively, and will be effective for the Company for fiscal year 2027. The Company is currently evaluating the impact of this ASU but does not anticipate this adoption to have a material impact on the Companys financial statements. In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting Narrow-Scope Improvements , which is intended to improve the navigability of previous guidance and clarify when that guidance is applicable. Among other items, it est …

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8. Pension Plans Prior to January 1, 2001, the Company maintained a noncontributory defined benefit pension plan in which substantially all of its employees were eligible to participate upon meeting the pension plans participation requirements. The benefits were based on years of service and compensation levels. On December 31, 2000, benefits credited under the plans previous formula were frozen. On January 1, 2001, the Company amended its defined benefit pension plan to determine future benefits using a cash balance formula. Under the cash formula, each participant had an account which was credited monthly with 3% of qualified earnings and the interest earned on their previous month-end cash balance. In addition, the Company included a grandfather clause which assures that those participating at January 1, 2001 will receive the greater of the benefit calculated under the cash balance plan and the benefit that would have been payable if the defined benefit plan had remained in existence. The benefit payable to a terminated vested participant upon retirement at age 65, or as early as age 55 if the participant had 15 years of service at the time the plan was frozen, is equal to the participants account balance, which increases with interest credits over time. At retirement, the employee generally receives the balance in the account as a lump sum. The funding policy of the Company is to contribute annually an amount which equals or exceeds the minimum required by applicable law. …

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13. Financial Reporting By Business Segments The Companys operations are organized into the following principal business segments : Hospitality , which includes the Gaylord Hotels properties, the JW Marriott properties (including, effective June 10, 2025, JW Marriott Desert Ridge and effective June 30, 2023, JW Marriott Hill Country), the Inn at Opryland and the AC Hotel; Entertainment , which includes the OEG business, specifically, the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, Category 10, Block 21, and Southern Entertainment; and Corporate and Other , which includes operating and general and administrative expenses related to the overall management of the Company which are not allocated to the other reportable segments. The Companys chief operating decision maker (CODM) is comprised of the Companys chief executive officer and the Companys chief financial officer. The CODM uses segment operating income (loss) to evaluate the performance of each segment and to allocate resources. The accounting policies for each segment are the same as those described in Note 1, Description of the Business and Summary of Significant Accounting Policies. The Company does not have intersegment sales or transfers. The following information (amounts in thousands) is derived directly from the segments internal financial reports used by the CODM and for corporate management purposes. For the Year Ended December 31, 2025 Hospitality Entertainment Corporate and Other Total Revenues $ 2, …

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9. Equity Equity Offerings In May 2025, the Company completed an underwritten public offering of approximately 3.0 million shares of its common stock, par value $0.01 per share, at a price to the public of $96.20 per share. Net proceeds to the Company, after deducting underwriting discounts and commissions and other expenses paid by the Company, were approximately $275.5 million. The Company used a portion of these proceeds to fund a portion of the purchase price for JW Marriott Desert Ridge discussed in Note 1. In June 2023, the Company completed an underwritten public offering of approximately 4.4 million shares of its common stock, par value $0.01 per share, at a price to the public of $93.25 per share. Net proceeds to the Company, after deducting underwriting discounts and commissions and other expenses paid by the Company, were approximately $395 million. The Company used the proceeds to fund a portion of the purchase price for JW Marriott Hill Country discussed in Note 1. Dividends During 2025, the Companys board of directors declared quarterly dividends and distributions totaling $4.65 per share of common stock/OP Unit for the full year, or an aggregate of $291.3 million in cash. During 2024, the Companys board of directors declared quarterly dividends and distributions totaling $4.45 per share of common stock/OP Unit for the full year, or an aggregate of $268.3 million in cash. During 2023, the Companys board of directors declared quarterly dividends and distributions …

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14. Subsequent Event On January 28, 2026, we entered into an Amendment No. 1 to Credit Agreement (the First Amendment) which amended the Credit Agreement to, among other things, increase the Revolver from the original aggregate principal amount of $700.0 million to $850.0 million, remove the SOFR Adjustment applicable to borrowing under the Revolver, extend the initial maturity date of the Revolver to January 28, 2030 and modify certain financial covenants applicable to the Revolver. …

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