RHPMEDIUM SIGNALOPERATIONAL10-K

RHP completed a significant acquisition of JW Marriott Desert Ridge, expanding its portfolio from 9,917 to 11,869 rooms while substantially reducing share buybacks and increasing capital expenditures.

The acquisition represents a meaningful expansion of RHP's hospitality portfolio, adding nearly 2,000 rooms and transitioning the company's strategy from primarily Gaylord-branded properties to include premium JW Marriott assets. However, management has flagged integration risks as a specific concern, noting potential difficulties and higher costs than expected in combining the new property with existing operations.

Comparing 2026-02-24 vs 2025-02-21View on EDGAR →
FINANCIAL ANALYSIS

The financial profile reflects an acquisition-driven growth strategy, with total assets expanding to $6.2B and stockholders' equity growing to $750M, while total liabilities increased proportionally. The company shifted capital allocation priorities, substantially reducing share buybacks from $100M to $25M while increasing capital expenditures to $80M, consistent with integrating and maintaining the expanded property portfolio. Despite revenue growth from the larger asset base, net income declined modestly to $243M, likely reflecting higher interest expense of $211M as the company financed the acquisition.

FINANCIAL STATEMENT CHANGES
Share Buybacks
Cash Flow
-75.2%
$100.0M→$24.8M

Buyback activity reduced 75.2% — capital being redeployed elsewhere or cash conservation underway.

Current Assets
Balance Sheet
+46%
$144.7M→$211.2M

Current assets grew 46% — improving short-term liquidity or inventory/receivables build.

Interest Expense
P&L
+42.4%
$148.4M→$211.4M

Interest expense surged 42.4% — significant debt increase or rising rates materially impacting earnings.

Capital Expenditure
Cash Flow
+36.7%
$58.4M→$79.8M

Capital expenditure jumped 36.7% — major investment cycle underway; assess returns on deployment.

Stockholders Equity
Balance Sheet
+36.6%
$549.0M→$750.2M

Equity base grew 36.6% — retained earnings accumulation or equity issuance strengthening the balance sheet.

Accounts Receivable
Balance Sheet
+32%
$41.9M→$55.3M

Receivables surged 32% — revenue recognized but not yet collected; watch for collection issues or channel stuffing.

Total Assets
Balance Sheet
+18.5%
$5.2B→$6.2B

Asset base grew 18.5% — expansion through organic growth, acquisitions, or capital deployment.

Total Liabilities
Balance Sheet
+16%
$4.3B→$5.0B

Liabilities increased 16% — monitor debt-to-equity ratio and interest coverage.

Net Income
P&L
-10.4%
$271.6M→$243.4M

Net income declined 10.4% — review whether driven by operations, interest costs, or non-recurring items.

LANGUAGE CHANGES
NEW — 2026-02-24
PRIOR — 2025-02-21
ADDED
As of January 30, 2026 there were 63,006,031 shares of Common Stock outstanding.
Our financial and operating results may suffer if we are unsuccessful in integrating JW Marriott Desert Ridge with our existing assets, and integrating JW Marriott Desert Ridge may be more difficult, costly or time consuming than expected.
Hospitality companies have been the target of class actions and other lawsuits alleging violations of federal and state law and other claims, and we may be subject to legal claims.
Our core holdings include a network of upscale, meetings-focused resorts totaling 11,869 rooms that are managed by Marriott under the Gaylord Hotels and JW Marriott brands.
The two JW Marriott resorts, which we refer to as the JW Marriott properties, consist of the JW Marriott San Antonio Hill Country Resort Spa ( JW Marriott Hill Country ) (effective June 30, 2023) and the JW Marriott Phoenix Desert Ridge Resort Spa ( JW Marriott Desert Ridge ) (effective June 10, 2025).
Our other hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C.
These three business segments Hospitality, Entertainment, and Corporate and Other represented approximately 83%, 17% and 0%, respectively, of our total revenues for the fiscal year ended December 31, 2025.
Our Long-Term Strategic Plan Our goal is to be the nation s premier hospitality REIT for group-oriented, destination hotel assets in urban and resort markets.
To this end, we purchased JW Marriott Hill Country in June 2023 and JW Marriott Desert Ridge in June 2025.
In early 2024, we identified over $1 billion in capital investment opportunities across our entire hotel portfolio, comprised of projects that we anticipate completing in phases through 2027.
REMOVED
As of January 31, 2025 there were 59,903,401 shares of Common Stock outstanding.
We conduct the operations of our Entertainment segment through OEG, and our ownership is subject to the terms of agreements with A-OEG Holdings, LLC, an affiliate of Atairos (as defined below in Part I, Item 1).
Our owned assets include a network of five upscale, meetings-focused resorts totaling 9,917 rooms that are managed by Marriott under the Gaylord Hotels brand.
Our other owned hotel assets managed by Marriott include the JW Marriott San Antonio Hill Country Resort Spa ( JW Marriott Hill Country ) (effective June 30, 2023), the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C.
These three business segments Hospitality, Entertainment, and Corporate and Other represented approximately 85%, 15% and 0%, respectively, of our total revenues for the fiscal year ended December 31, 2024.
Financial information by business segment and for each of our Gaylord Hotels properties as of December 31, 2024 and for each of the three years then ended appears in Item 7, Management s Discussion and Analysis of Financial Condition and Results of Operations, and in Note 13 Financial Reporting by Business Segments to our consolidated financial statements included in this Annual Report on Form 10-K.
To this end, we purchased JW Marriott Hill Country in June 2023.
In 2022, we completed a re-concepting of the food and beverage options at Gaylord National and began a $98 million multi-year interior and exterior enhancement project at Gaylord Rockies to better position the property for our group customers.
To this end, OEG has invested in six Ole Red locations, purchased Block 21, opened Category 10 in November 2024, and purchased a majority interest in Southern Entertainment in January 2025.
( Atairos ) and its strategic partner NBCUniversal, who we believe will continue to help us expand the distribution of our OEG brands.
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